1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1998 -------------- Commission File No. 0-29604 ------- ENERGYSOUTH, INC. (Successor to Mobile Gas Service Corporation) ------------------------------------------- (Exact name of registrant as specified in its charter) Alabama 58-2358943 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2828 Dauphin Street, Mobile, Alabama 36606 ---------------------------------------------------- (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 334-450-4774 ------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock ($.01 par value) outstanding at April 30, 1998 - 4,866,839 shares. 2 ENERGYSOUTH, INC. INDEX Page No. -------- PART I. Financial Information: Consolidated Balance Sheets - March 31, 1998 and 1997 and September 30, 1997 3 - 4 Consolidated Statements of Income - Three, Six and Twelve Months Ended March 31, 1998 and 1997 5 Consolidated Statements of Retained Earnings - Three, Six and Twelve Months Ended March 31, 1998 and 1997 6 Consolidated Statements of Cash Flows - Six Months Ended March 31, 1998 and 1997 6 Notes to Consolidated Financial Statements 7 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 12 PART II. Other Information 13 Exhibit Index 14 2 3 PART I. FINANCIAL INFORMATION CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, September 30, Assets 1998 1997 1997 ------------------------ ------------- (Unaudited) CURRENT ASSETS: Cash and Cash Equivalents $ 7,305 $ 7,857 $ 16,260 Receivables: Gas 7,779 6,351 3,013 Merchandise 2,945 2,743 2,715 Other 733 741 609 Less Allowance for Doubtful Accounts (648) (764) (536) Materials, Supplies, and Mdse (at average cost) 1,358 1,136 1,241 Gas Stored Underground for Current Use (at average cost) 793 1,329 2,152 Deferred Purchased Gas Adjustment 809 Deferred Gas Costs 591 298 231 Deferred Income Taxes 1,663 2,059 818 Prepayments 1,083 914 1,419 --------- --------- --------- Total Current Assets 23,602 22,664 28,731 --------- --------- --------- PROPERTY, PLANT, AND EQUIPMENT: Property, Plant, and Equipment 166,745 155,507 165,208 Less: Accumulated Depreciation and Amortization 42,876 38,566 40,289 --------- --------- --------- Property, Plant, and Equipment in Service - Net 123,869 116,941 124,919 Construction Work in Progress 1,656 5,476 946 --------- --------- --------- Total Property, Plant, and Equipment - Net 125,525 122,417 125,865 --------- --------- --------- OTHER ASSETS: Regulatory Asset 1,023 1,253 1,138 Merchandise Receivables Due After One Year 5,015 4,876 4,827 Deferred Charges 1,356 1,455 1,306 --------- --------- --------- Total Other Assets 7,394 7,584 7,271 --------- --------- --------- Total $ 156,521 $ 152,665 $ 161,867 ========= ========= ========= See Accompanying Notes to Consolidated Financial Statements. 3 4 CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share Data) March 31, September 30, Liabilities and Capitalization 1998 1997 1997 ---------------------- ----------- (Unaudited) CURRENT LIABILITIES: Current Maturities of Long-Term Debt $ 2,372 $ 2,117 $ 2,930 Notes Payable 10,700 Accounts Payable 3,558 3,200 4,080 Dividends Declared 973 904 971 Customer Deposits 1,517 1,579 1,556 Taxes Accrued 3,395 2,871 2,827 Interest Accrued 1,926 1,963 1,897 Deferred Purchased Gas Adjustment 1,333 73 Other Liabilities 2,176 1,952 2,168 -------- -------- -------- Total Current Liabilities 17,250 14,659 27,129 -------- -------- -------- OTHER LIABILITIES: Accrued Pension Cost 1,535 1,849 1,718 Accrued Postretirement Benefit Cost 1,049 1,367 1,087 Deferred Income Taxes 10,854 10,715 9,747 Deferred Investment Tax Credits 432 457 444 -------- -------- -------- Total Other 13,870 14,388 12,996 -------- -------- -------- Total Liabilities 31,120 29,047 40,125 -------- -------- -------- CAPITALIZATION: Stockholders' Equity (Note 1) Common Stock, $.01 Par Value (Authorized 10,000,000 Shares; Outstanding: March, 1998 - 4,864,000 Shares; March, 1997 - 4,843,000 Shares; September, 1997 - 4,855,000 Shares) 49 49 49 Capital in Excess of Par Value 17,961 17,523 17,746 Retained Earnings 42,217 38,097 37,382 -------- -------- -------- Total Stockholders' Equity 60,227 55,669 55,177 Minority Interest 3,175 2,827 2,985 Long-Term Debt (Less Current Maturities) 61,999 65,122 63,580 -------- -------- -------- Total Capitalization 125,401 123,618 121,742 -------- -------- -------- Total $156,521 $152,665 $161,867 ======== ======== ======== See Accompanying Notes to Consolidated Financial Statements. 4 5 CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In Thousands, Except Per Share Data) Three Months Six Months Twelve Months Ended March 31, Ended March 31, Ended March 31, ---------------------- ---------------------- ---------------------- 1998 1997 1998 1997 1998 1997 -------- -------- -------- -------- -------- -------- Operating Revenues Gas Revenues $ 27,782 $ 28,711 $ 46,772 $ 45,653 $ 70,744 $ 70,527 Merchandise Sales and Jobbing 729 625 1,814 1,644 3,223 3,108 -------- -------- -------- -------- -------- -------- Total Operating Revenues 28,511 29,336 48,586 47,297 73,967 73,635 -------- -------- -------- -------- -------- -------- Operating Expenses Cost of Gas 11,008 11,334 18,043 16,582 23,357 22,130 Cost of Merchandise and Jobbing 543 455 1,349 1,201 2,388 2,374 Operations 4,192 4,785 8,583 9,177 17,359 18,022 Maintenance 453 254 852 689 1,705 1,837 Depreciation 1,591 1,451 3,181 2,901 6,116 5,600 Taxes, Other Than Income Taxes 1,923 1,964 3,408 3,115 5,561 5,401 -------- -------- -------- -------- -------- -------- Total Operating Expenses 19,710 20,243 35,416 33,665 56,486 55,364 -------- -------- -------- -------- -------- -------- Operating Income 8,801 9,093 13,170 13,632 17,481 18,271 -------- -------- -------- -------- -------- -------- Other Income and (Expense) Interest Expense (1,405) (1,450) (2,818) (2,850) (5,719) (5,468) Allowance for Borrowed Funds Used During Construction 13 51 23 88 112 115 Interest Income 297 231 628 462 1,151 965 Minority Interest (132) (157) (269) (300) (484) (518) -------- -------- -------- -------- -------- -------- Total Other Income (Expense) (1,227) (1,325) (2,436) (2,600) (4,940) (4,906) -------- -------- -------- -------- -------- -------- Income Before Income Taxes 7,574 7,768 10,734 11,032 12,541 13,365 -------- -------- -------- -------- -------- -------- Income Taxes 2,783 2,907 3,955 4,132 4,536 4,953 -------- -------- -------- -------- -------- -------- Net Income $ 4,791 $ 4,861 $ 6,779 $ 6,900 $ 8,005 $ 8,412 ======== ======== ======== ======== ======== ======== Earnings Per Share of Common Stock (Note 4): Basic $ 0.99 $ 1.00 $ 1.39 $ 1.43 $ 1.65 $ 1.74 ======== ======== ======== ======== ======== ======== Diluted $ 0.97 $ 1.00 $ 1.38 $ 1.42 $ 1.63 $ 1.73 ======== ======== ======== ======== ======== ======== Cash Dividends Declared Per Share of Common Stock (Note 1) $ 0.20 $ 0.19 $ 0.40 $ 0.37 $ 0.80 $ 0.75 ======== ======== ======== ======== ======== ======== See Accompanying Notes to Consolidated Financial Statements. 5 6 CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited) (In Thousands) Three Months Six Months Twelve Months Ended March 31, Ended March 31, Ended March 31, 1998 1997 1998 1997 1998 1997 ------------ ------------ ------------- ------------- ------------ ------------- Balance at Beginning of Period $38,398 $34,140 $37,382 $33,004 $38,097 $33,295 Net Income 4,791 4,861 6,779 6,900 8,005 8,412 ------------ ------------ ------------- ------------- ------------ ------------- Total 43,189 39,001 44,161 39,904 46,102 41,707 Less: Dividends 972 904 1,944 1,807 3,885 3,610 ------------ ------------ ------------- ------------- ------------ ------------- Balance at End of Period $42,217 $38,097 $42,217 $38,097 $42,217 $38,097 ============ ============ ============= ============= ============ ============= CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) Six Months Ended March 31, 1998 1997 -------- -------- Cash Flows Provided by Operating Activities $ 8,510 $ 8,431 -------- -------- Cash Flows From Investing Activities - Capital Expenditures (2,897) (5,884) -------- -------- Cash Flows From Financing Activities: Repayment of Long-Term Debt (2,138) (2,089) Proceeds From Issuance of Long-Term Debt 12,000 Changes in Short-Term Borrowings (10,700) (15,000) Payment of Dividends, Net of Dividend Reinvestment (1,730) (1,631) -------- -------- Net Cash Used In Financing Activities (14,568) (6,720) -------- -------- Net Decrease in Cash and Cash Equivalents (8,955) (4,173) -------- -------- Cash & Cash Equivalents at Beginning of Period 16,260 12,030 -------- -------- Cash & Cash Equivalents at End of Period $ 7,305 $ 7,857 ======== ======== See Accompanying Notes to Consolidated Financial Statements. 6 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. At the 1998 Annual Meeting of Stockholders of Mobile Gas Service Corporation ("Mobile Gas") held on January 30, 1998, stockholders approved the reorganization of Mobile Gas and its subsidiaries into a holding company structure (the "Reorganization"). As part of the Reorganization, effective February 2, 1998, Mobile Gas became a subsidiary of EnergySouth, Inc. ("EnergySouth") and shareholders of Mobile Gas automatically became shareholders of EnergySouth, with each two shares of Mobile Gas common stock outstanding on that date being converted into three shares of EnergySouth common stock, $.01 par value per share. All capitalization and per share data presented in this report have been adjusted to reflect the three-for-two conversion of Mobile Gas common stock into EnergySouth common stock. The consolidated financial statements of EnergySouth and its subsidiaries (collectively the "Company") include the accounts of Mobile Gas; MGS Energy Services, Inc.; MGS Storage Services, Inc.; MGS Marketing Services, Inc.; an 87.5% owned partnership, Bay Gas Storage Company, Ltd. ("Bay Gas"); and a 51% owned partnership, Southern Gas Transmission Company ("SGT"). Minority interest represents the respective other owners' proportionate shares of the income and equity of Bay Gas and SGT. Certain amounts in the prior year period financial statements have been reclassified to conform with the current year statement presentations. All significant intercompany balances and transactions have been eliminated. Note 2. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments, consisting of normal and recurring accruals, which are, in the opinion of management, necessary to present fairly the results for the interim periods have been made and are of a recurring nature. The statements should be read in conjunction with the summary of accounting policies and notes to financial statements included in the Annual Report on Form 10-K of Mobile Gas for the fiscal year ended September 30, 1997. Note 3. Due to the high percentage of customers using gas for heating, the Company's operations are seasonal in nature. Therefore, the results of operations for the three and six month periods ended March 31, 1998 and 1997 are not indicative of the results to be expected for the full year. Note 4. Statement of Financial Accounting Standards No. 128 "Earnings Per Share" (SFAS 128), which establishes standards for computing and presenting earnings per share, was effective for the Company for the three months ended December 31, 1997. SFAS 128 requires presentation of both basic and diluted earnings per share on the face of the income statement for all periods presented. Basic earnings per common share are computed based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are computed to reflect the dilutive effect of outstanding stock options. Earnings per share for each period presented have been restated to reflect the three shares of EnergySouth, Inc. common stock issued for each two shares of Mobile Gas common stock, effective February 2, 1998. The restated weighted average number of common shares outstanding used in computing basic and diluted earnings per share for each period presented is as follows (in thousands): 7 8 Three Months Six Months Twelve Months Ended March 31, Ended March 31, Ended March 31, 1998 1997 1998 1997 1998 1997 ----------------- --------------- --------------- Weighted average shares outstanding - Basic Earnings Per Share 4,862 4,842 4,860 4,840 4,856 4,834 Effect of dilutive outstanding stock options 67 39 68 32 56 25 ----- ----- ----- ----- ----- ----- Weighted average shares outstanding - Diluted Earnings Per Share 4,929 4,881 4,928 4,872 4,912 4,859 ----- ----- ----- ----- ----- ----- Note 5. Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131) is effective for the Company for the fiscal year ending September 30, 1999. SFAS 131 establishes standards for reporting operating segments by public business enterprises in interim and annual financial statements. SFAS 131 also establishes standards for related disclosures about products and services, geographic areas, and major customers. Interim disclosures are not required in the year of adoption; therefore, the Company expects to report the required financial and descriptive information about its operating segments beginning with the fiscal year ending September 30, 1999. Note 6. Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits" (SFAS 132) was issued in February 1998 and is effective for the Company for the fiscal year beginning October 1, 1998 with earlier application encouraged. SFAS 132 standardizes the disclosure of information required about pensions and other postretirement benefits. The Company expects to apply the disclosure requirements of SFAS 132 for the fiscal year ending September 30, 1998. 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis refers to all subsidiaries of EnergySouth, Inc., (collectively referred to as the "Company"). The Company, primarily through its wholly-owned subsidiary Mobile Gas Service Corporation, is engaged principally in the distribution of natural gas to residential, commercial and industrial customers in Southwest Alabama. Other wholly-owned subsidiaries participate and own investments in gas pipeline transportation, storage, marketing and other energy-related services. The Company's gas distribution and storage operations are regulated by the Alabama Public Service Commission (APSC). Interstate gas storage contracts do not require APSC approval since the Federal Energy Regulatory Commission allows these contracts to have market-based rates. Because of the seasonal nature of the Company's gas distribution operations, the results for the interim periods are not necessarily indicative of the results for an entire year. FINANCIAL CONDITION AND LIQUIDITY The Company generally relies on cash generated from operations and, on a temporary basis, short-term borrowings to meet working capital requirements and to finance normal capital expenditures. Operating activities provided cash of $8,510,000 and $8,431,000, respectively, for the six months ended March 31, 1998 and 1997. The increase in cash provided by operating activities is attributed primarily to increased cash flow resulting from the timing of receipts and payments on operating assets and liabilities and was offset partially by decreased cash flow from net income and the non-cash components of net income. Cash used in capital expenditures decreased $2,897,000 for the six months ended March 31, 1998 primarily due to completion during the fourth quarter of fiscal 1997 of new facilities added to service a large industrial customer. Cash used by financing activities was $14,568,000 and $6,720,000, respectively, for the six months ended March 31, 1998 and 1997. During the first quarter of fiscal 1997, the Company issued $12,000,000 of 7.27% First Mortgage Bonds to fund on-going capital projects. Payments on short-term borrowings were lower for the fiscal 1998 six-month period primarily due to a lower short-term debt balance at fiscal year-end 1997 as compared to fiscal year-end 1996. The Company's capital needs are due primarily to its on-going construction program. Capital expenditures related to the Company's construction program for the remainder of fiscal 1998 are estimated to be $ 3,000,000. Funds for the Company's cash needs are expected to come from cash provided by operations, reduction of cash equivalents and, if necessary, borrowings under the Company's revolving credit agreement. Management believes it has adequate financial flexibility to meet its expected cash needs in the foreseeable future. RESULTS OF OPERATIONS Net income for the three months ended March 31, 1998 and 1997 was $4,791,000 or $.97 per share, and $4,861,000 or $1.00 per share, respectively. Net income for the six and twelve month periods ended March 31, 1998 was $6,779,000 or $1.38 per share and 9 10 $8,005,000 or $1.63 per share, respectively, compared to $6,900,000 or $1.42 per share and $8,412,000 or $1.73 per share, respectively, for the six and twelve month periods of fiscal 1997. All earnings per share amounts above are computed on a diluted basis. As a result of colder weather in terms of degree days, volumes delivered by Mobile Gas to its temperature-sensitive customers increased during current year periods. Customer consumption per degree day, however, was less than historical usage which is believed to be due to the consistent moderate temperatures experienced throughout the winter season. Therefore, additional margins from increased sales were more than offset by the operation of Mobile Gas' temperature adjustment rider which reduces customer bills when degree days exceed historical norms. The decrease in earnings for the six and twelve months ended March 31, 1998 was impacted also by a refund of a business license tax which was received in December 1996 by Bay Gas Storage Company, Ltd. (Bay Gas), an affiliated company. Additionally, an unusually cold April 1996, a month during which billings were not subject to temperature adjustment since it was not implemented until November 1996, increased earnings per share $.07 compared to weather-normalized earnings for April 1997. The decreases in earnings were offset partially by an increase in interest income during the three, six and twelve months ended March 31, 1998. The Company has also been successful in its cost control efforts, reducing certain operating expenses during the current periods. Gas revenues decreased 3% for the three months ended March 31, 1998 compared to the same period in fiscal 1997. Excluding the effect of lower billed gas costs under the purchased gas adjustment (PGA) component of customer rates, gas revenues decreased $355,000 or 1%. Bay Gas revenues decreased $143,000 for the fiscal 1998 second quarter due to less profit sharing revenues from storage customers resulting from relatively stable gas prices compared to the previous year. The remainder of the decrease in gas revenues is attributed to a decrease in the gas consumption per degree day for the 1998 second quarter compared to the 1997 second quarter. Gas revenues increased 2% for the six months ended March 31, 1998. Excluding the effect of PGA billings for the six-month periods, gas revenues increased $565,000 or 1%. Increased gas revenues of $195,000 from industrial sales and transport customers resulted primarily from the start-up during the 1998 first quarter of two large industrial users of gas. The remainder of the weather normalized gas revenues increase is attributed to increased gas volumes sold to temperature-sensitive customers resulting from weather which was 27% colder than the prior year six month period and 14% colder than normal. Although to a lesser extent than that experienced during the current second quarter, gas revenues were impacted negatively by customer usage per degree day which was less than the fiscal 1997 first quarter. Gas revenues increased less than 1% for the twelve month period ended March 31,1998 compared to the corresponding period of 1997. Excluding the effect of PGA billing differences for the two periods, gas revenues decreased $2,075,000 (3%). Gas revenues from temperature-sensitive customers decreased $1,400,000 during the current twelve-month period. Weather, based on billed degree days during April 1996, a month during which billings were not subject to temperature adjustment, was 96% colder than normal resulting in $2,600,000 more in gas revenues from temperature-sensitive customers compared to weather-normalized gas revenues for April 1997. Increased billings to 10 11 temperature-sensitive customers during the remaining eleven months of the 1998 twelve-month period partially offset the aforementioned change in gas revenues. Primarily due to a large industrial sales customer switching from sales to transport in June 1997, industrial sales and transportation revenues decreased $609,000 since the commodity cost of gas is no longer included in revenues from that customer. Cost of gas decreased 3% for the fiscal 1998 second quarter and increased 9% and 6%, respectively, for the six and twelve months ended March 31, 1998 compared to the corresponding periods of fiscal 1997. The Company's rate schedules allow a pass-through to customers of the cost of gas. Any over- or under-recovery of actual gas costs incurred are charged or credited to cost of gas and included in current assets or liabilities as deferred purchased gas adjustment. The Company recoups changes in the actual per unit cost of gas from the amount included in the base rates through its PGA component of customer rates. Billings under the PGA component of rates affects revenues and cost of gas in the same amount thereby creating no net margin for the Company. Excluding the effect of PGA billing differences between the current and prior year periods, cost of gas increased 3% and 7%, respectively, for the three and six month periods thus comparing closely with the 4% and 8% increase in total gas volumes sold to customers. When excluding PGA billing differences for the twelve-month period, cost of gas decreased 6% which compares closely with the 4% decrease in gas volumes sold. Other operating revenues represent merchandise sales and jobbing revenues. The increase in other operating revenues and the related cost of merchandise for the three, six and twelve month periods reflects increased sales quantities compared to the corresponding periods of the prior year. Operations expense decreased $593,000 (12%) for the fiscal 1998 second quarter compared to the fiscal 1997 second quarter. The primary factors causing this decrease were: lower retirement expense resulting from a higher than expected return on plan assets, lower uncollectible accounts expense resulting from improved collections experience, lower payroll and other benefits, and lower expenses for outside services and general expenses resulting from cost control efforts. Operations expense decreased $594,000 (6%) and $662,000 (4%), respectively, for the six and twelve month periods ended March 31, 1998 primarily due to the same factors affecting the second quarter comparison. Maintenance expenses increased $199,000 and $163,000, respectively, for the three and six months ended March 31, 1998 compared to the corresponding periods of 1997. Increased maintenance on mains and services and less costs reimbursed for such maintenance resulted in the quarterly and six-month increase. Maintenance expense decreased $132,000 for the twelve months ended March 31, 1998 primarily due to completion in the fourth quarter of fiscal 1996 of certain non-routine maintenance projects. The Company has completed an internal evaluation of the Company's computer information systems and has identified systems which will require program modifications or new software installations in order to function properly in the year 2000. The Company expects to incur costs approximating $325,000 to complete the program modifications and new software installations by October 1998. Estimated costs of $240,000 to modify existing information systems to be Year 2000 compliant will be expensed as incurred and estimated costs of $85,000 related to new software installation will be capitalized. During the six months ended March 31, 1998, the Company has incurred approximately $75,000 in expense related to the year 2000 project. 11 12 Depreciation expense increased approximately 10% for all three 1998 periods presented. The increase is attributed primarily to depreciation on new facilities which were completed during the fourth quarter of fiscal 1997 to service a large new industrial customer. Taxes, other than income taxes, for the three months ended March 31, 1998 have changed primarily in relation to gas revenues upon which certain state and local taxes are computed. The fiscal 1997 six and twelve month periods reflect a $246,000 refund of a business license tax which was recorded in December 1996. Excluding the effects of this refund, the change in other taxes for the six and twelve month periods is consistent with the change in gas revenues. Allowance for borrowed funds used during construction represents the capitalization of interest costs to construction work-in-progress. Construction activity has decreased for the three and six months ended March 31, 1998 as compared to the same prior year periods as a result of the aforementioned completion of new facilities during the fourth quarter of fiscal 1997, therefore, capitalized interest costs have declined during the current three and six month periods. Interest income has increased for each fiscal 1998 period of comparison primarily due to improved results from the financing of merchandise sales and installations. Income tax expense changed primarily in relation to changes in pre-tax income for the periods ended March 31, 1998. NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128), was issued in February 1997 and was effective for the Company for the quarter ending December 31, 1997. SFAS 128 establishes standards for computing and presenting earnings per share. The Company has reported earnings per share in accordance with SFAS 128 for all periods presented. Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131) is effective for the Company for the fiscal year ending September 30, 1999. SFAS 131 establishes standards for reporting operating segments by public business enterprises in interim and annual financial statements. SFAS 131 also establishes standards for related disclosures about products and services, geographic areas, and major customers. Interim disclosures are not required in the year of adoption; therefore, the Company expects to report the required financial and descriptive information about its operating segments beginning with the fiscal year ending September 30, 1999. Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits" (SFAS 132) was issued in February 1998 and is effective for the Company for the fiscal year beginning October 1, 1998 with earlier application encouraged. SFAS 132 standardizes the disclosure of information required about pensions and other postretirement benefits. The Company expects to apply the disclosure requirements of SFAS 132 for the fiscal year ending September 30, 1998. 12 13 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit No. Description ---------- ----------- 11 Computation of Earnings Per Share 27 Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K During the quarter for which this report is filed, the Company filed one report on Form 8-K. Date of Report Items Reported Under Item 5 Financial Statement -------------- --------------------------- ------------------- January 30, 1998 i) Approval of an Agreement None (filed February 2, 1998) and Plan of Merger as part of a reorganization into a holding company structure ii) Election of Directors of the Company SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOBILE GAS SERVICE CORPORATION (Registrant) Date: May 14, 1998 /s/ John S. Davis ------------------------- --------------------------------------- John S. Davis President and Chief Executive Officer Date: May 14, 1998 /s/ Charles P. Huffman ------------------------- --------------------------------------- Charles P. Huffman Vice President, Chief Financial Officer, and Treasurer 13 14 EXHIBIT INDEX Exhibit No. Description Page No. - ------------- ----------- -------- 11 Computation of Earnings Per Share 15 27 Financial Data Schedule (EDGAR version only) 14