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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-10042
ATMOS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS AND VIRGINIA 75-1743247
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
THREE LINCOLN CENTRE, SUITE 1800
5430 LBJ FREEWAY, DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (972) 934-9227
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common stock, No Par Value New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant was $637,447,560 as of October 26, 2000. On October 26, 2000 the
registrant had 31,996,398 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Definitive Proxy Statement to be filed for the
Annual Meeting of Shareholders on February 14, 2001 are incorporated by
reference into Part III of this report.
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PART I
ITEM 1. BUSINESS
OPERATIONS
Atmos Energy Corporation (the "Company" or "Atmos") distributes and sells
natural gas to over one million residential, commercial, industrial,
agricultural and other customers. Atmos operates through five divisions in over
800 cities, towns and communities in service areas located in Colorado, Georgia,
Illinois, Iowa, Kansas, Kentucky, Louisiana, Missouri, South Carolina,
Tennessee, Texas and Virginia. As discussed below, the Company has entered into
an agreement to sell all of its natural gas utility operations in South
Carolina. The Company also transports natural gas for others through its
distribution system.
Atmos provides natural gas storage services and owns natural gas storage
fields in Kansas and Kentucky to supplement natural gas used by customers in
Kansas, Kentucky, Tennessee and other states. The Company also owns a 45 percent
equity interest, and has agreed to acquire the remaining equity interest, in
Woodward Marketing, LLC ("WMLLC"), a privately held company that provides gas
marketing and energy management services to industrial customers, municipalities
and local distribution companies, including the Company's Trans Louisiana Gas
Company, Greeley Gas Company, Western Kentucky Gas Company and United Cities Gas
Company divisions. In addition, the Company markets natural gas to industrial
and agricultural customers primarily in West Texas and to industrial customers
in Louisiana.
FORMATION AND STRATEGY
Atmos was organized under the laws of Texas in 1983 as Energas Company, a
subsidiary of Pioneer Corporation ("Pioneer") for the purposes of owning and
operating Pioneer's natural gas distribution business in Texas. Immediately
following the transfer by Pioneer to the Company of its gas distribution
business, which Pioneer and its predecessors operated since 1906, Pioneer
distributed the Company's outstanding stock to its shareholders. In September
1988, the Company changed its name from Energas Company to Atmos Energy
Corporation. As a result of the merger with United Cities Gas Company in July
1997, the Company also became incorporated in Virginia.
Through the recent transactions outlined below, Atmos has begun
implementing a strategy intended to increase its presence in larger service
areas, sell smaller, non-strategic natural gas utility operations and
restructure other operations.
RECENT DEVELOPMENTS
In April 2000, the Company entered into an agreement with Citizens
Communications Company to acquire the Louisiana natural gas operations of its
Louisiana Gas Service Company division ("LGS") and its LGS Natural Gas Company
subsidiary for $375.0 million. LGS provides natural gas distribution service
through approximately 279,000 residential and commercial meters in approximately
190 communities in southeastern and northern Louisiana, which is an area with a
combined population of more than 600,000. Its service territory includes the
suburban areas of metropolitan New Orleans (excluding Orleans Parish), the north
shore of Lake Pontchartrain and the Monroe/West Monroe metropolitan area. LGS
Natural Gas Company provides gas transportation services to industrial customers
in Louisiana. Upon closing, Atmos will become the largest natural gas
distributor in Louisiana and its national customer base will increase to
approximately 1.4 million customers, making Atmos the fifth largest pure natural
gas local distribution company in the United States. The acquisition is subject
to state and federal regulatory approval.
In May 2000, the Company completed the acquisition of the Missouri natural
gas distribution assets of Associated Natural Gas from a subsidiary of
Southwestern Energy Corporation for $32.0 million. The acquisition increased the
Company's presence in Missouri by more than 48,000 customers.
As a part of the Company's strategy to restructure its non-natural gas
utility operations, in August 2000, Atmos formed US Propane, L.P. ("US
Propane"), a joint venture combining the Company's propane operations with the
propane operations of three other companies. US Propane then sold its propane
business to
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Heritage Propane Partners, L.P. ("Heritage") for approximately $181.0 million in
cash and limited partnership units of Heritage and purchased all of the
outstanding stock of the general partner of Heritage for approximately $120.0
million. As a result of these transactions, Atmos owns approximately 19 percent
of US Propane and US Propane owns all of the general partnership interest and
approximately 34 percent of the limited partnership interest in Heritage.
Through its interest in US Propane, Atmos indirectly owns approximately 19
percent of the general partnership interest and approximately 6.5 percent of the
limited partnership interest in Heritage. Heritage now has approximately 480,000
customers in 28 states making it the fifth largest retail marketer of propane in
the United States, based on gallons sold.
In August 2000, the Company entered into an agreement with Woodward
Marketing, Inc. ("WMI") to acquire the 55 percent interest in WMLLC that it does
not own in exchange for 1,423,193 restricted shares of Atmos common stock. The
consideration is subject to an upward adjustment if the Company's average share
price does not equal $25 per share during a period immediately prior to the
fifth anniversary of the completion of the acquisition or an earlier change in
control, unless during the period beginning on the first anniversary of the
completion of the acquisition and ending on the fifth anniversary or an earlier
change in control the Company's share price reaches $25 per share for any 30
consecutive trading-day period. The maximum additional shares that could be
issued under the adjustment provision is 232,547 plus an amount to compensate
for dividends paid after the completion of the acquisition. Upon the completion
of the acquisition, the Company's subsidiary's guaranty of WMLLC's short-term
working capital and letter of credit facility of up to $100.0 million, of which
$75.0 million was available at September 30, 2000, will increase from 45 percent
to 100 percent of any amounts outstanding under this facility. The Company's
subsidiary and WMI also act as joint and several guarantors on payables of WMLLC
up to $40.0 million of natural gas purchases and transportation services from
certain suppliers. Upon the completion of the acquisition, the Company's
subsidiary will be the sole guarantor of all of WMLLC's accounts payable. This
transaction is subject to state and federal regulatory approval.
In October 2000, the Company entered into an agreement to sell all of its
natural gas utility operations in South Carolina for approximately $5.8 million,
which approximates net book value. This transaction is subject to state
regulatory approval.
OPERATING STATISTICS
The table on the following page reflects the operating statistics of Atmos
including the United Cities Gas Company division (the "United Cities
Division")for fiscal 2000, 1999 and 1998 and the restated operating statistics
for 1997 and 1996 on a pooled basis with United Cities Gas Company ("UCGC"). It
is followed by two tables of utility only sales and operating statistics by
business unit for 2000 and 1999. Certain prior year amounts have been
reclassified to conform with the current year presentation.
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ATMOS ENERGY CORPORATION
CONSOLIDATED OPERATING STATISTICS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
METERS IN SERVICE, end of year
Residential.............................. 970,873 919,012 889,074 870,747 860,229
Commercial............................... 104,019 98,268 94,302 92,703 91,960
Industrial (including agricultural)...... 14,259 14,329 16,322 17,217 19,403
Public authority and other............... 7,448 6,386 4,834 4,781 4,716
---------- ---------- ---------- ---------- ----------
Total meters...................... 1,096,599 1,037,995 1,004,532 985,448 976,308
Propane customers........................ -- 39,539 37,400 29,097 26,108
---------- ---------- ---------- ---------- ----------
Total............................. 1,096,599 1,077,534 1,041,932 1,014,545 1,002,416
========== ========== ========== ========== ==========
HEATING DEGREE DAYS(1)
Actual (weighted average)................ 3,302 3,374 3,799 3,909 4,043
Percent of normal........................ 82% 85% 95% 98% 101%
SALES VOLUMES -- MMcf(2)
Residential.............................. 63,285 67,128 73,472 75,215 77,001
Commercial............................... 30,707 31,457 36,083 37,382 38,247
Industrial(including agricultural)....... 38,687 35,741 44,881 46,416 57,863
Public authority and other............... 5,520 5,793 4,937 5,195 5,182
---------- ---------- ---------- ---------- ----------
Total sales volumes............... 138,199 140,119 159,373 164,208 178,293
Transportation volumes -- MMcf(2).......... 59,365 55,468 56,224 48,800 44,146
---------- ---------- ---------- ---------- ----------
TOTAL THROUGHPUT -- MMcf(2)................ 197,564 195,587 215,597 213,008 222,439
========== ========== ========== ========== ==========
PROPANE -- Gallons (000's)................. 19,329 22,291 23,412 25,204 33,637
========== ========== ========== ========== ==========
OPERATING REVENUES (000's)
Gas sales revenues
Residential.............................. $ 405,552 $ 349,691 $ 410,538 $ 452,864 $ 409,039
Commercial............................... 176,712 144,836 184,046 193,302 186,032
Industrial (including agricultural)...... 171,447 117,382 161,382 168,386 187,693
Public authority and other............... 27,198 22,330 20,504 23,898 21,738
---------- ---------- ---------- ---------- ----------
Total gas sales revenues.......... 780,909 634,239 776,470 838,450 804,502
Transportation revenues.................... 23,610 23,101 23,971 19,885 18,872
Other gas revenues......................... 4,674 4,500 8,121 6,385 13,751
---------- ---------- ---------- ---------- ----------
Total gas revenues................ 809,193 661,840 808,562 864,720 837,125
Propane revenues........................... 22,550 22,944 29,091 33,194 38,372
Other revenues............................. 18,409 5,412 10,555 8,921 11,194
---------- ---------- ---------- ---------- ----------
Total operating revenues.......... $ 850,152 $ 690,196 $ 848,208 $ 906,835 $ 886,691
========== ========== ========== ========== ==========
AVERAGE SALES PRICE/Mcf(3)................. $ 5.65 $ 4.53 $ 4.87 $ 5.11 $ 4.51
AVERAGE COST OF GAS/Mcf SOLD............... 3.79 2.79 3.24 3.51 3.15
AVERAGE TRANSPORTATION REVENUES/Mcf........ .40 .42 .43 .41 .43
</TABLE>
See footnotes on page 6.
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ATMOS ENERGY CORPORATION
UTILITY SALES AND STATISTICAL DATA BY BUSINESS UNIT(4)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 2000
----------------------------------------------------------------
WESTERN UNITED TOTAL
ENERGAS TRANS LA KENTUCKY GREELEY CITIES UTILITY
-------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
METERS IN SERVICE, at end of
year
Residential................. 273,664 74,943 160,565 187,121 274,580 970,873
Commercial.................. 26,231 5,568 18,466 17,946 35,808 104,019
Industrial.................. 513 -- 407 406 660 1,986
Public authority and
other.................... 2,254 908 1,628 1,688 970 7,448
-------- ------- -------- -------- -------- ---------
Total............... 302,662 81,419 181,066 207,161 312,018 1,084,326
======== ======= ======== ======== ======== =========
HEATING DEGREE DAYS(1)
Actual...................... 2,875 1,237 3,702 4,678 3,198 3,302
Percent of normal........... 81% 69% 85% 82% 85% 82%
SALES VOLUMES -- MMcf(2)
Residential................. 19,201 3,070 11,584 14,727 14,703 63,285
Commercial.................. 6,365 1,379 5,032 5,829 12,102 30,707
Industrial.................. 1,651 -- 3,189 1,927 13,191 19,958
Public authority and
other.................... 2,026 751 1,299 1,216 228 5,520
-------- ------- -------- -------- -------- ---------
Total............... 29,243 5,200 21,104 23,699 40,224 119,470
TRANSPORTATION
VOLUMES -- MMcf(2).......... 24,679 2,248 26,025 10,756 16,474 80,182
-------- ------- -------- -------- -------- ---------
TOTAL THROUGHPUT -- MMcf(2)... 53,922 7,448 47,129 34,455 56,698 199,652
======== ======= ======== ======== ======== =========
OTHER STATISTICS
Operating revenues
(000's).................. $146,100 $45,469 $121,237 $147,116 $280,029 $739,951
Miles of pipe............... 13,169 2,283 3,437 6,000 5,140 30,029
Employees(5)................ 350 123 249 271 495 1,488
Communities served.......... 92 41 163 123 383 802
</TABLE>
See footnotes on page 6.
4
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ATMOS ENERGY CORPORATION
UTILITY SALES AND STATISTICAL DATA BY BUSINESS UNIT(4)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 1999
--------------------------------------------------------------------
WESTERN UNITED
ENERGAS TRANS LA KENTUCKY GREELEY CITIES TOTAL UTILITY
-------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
METERS IN SERVICE, at end of
year
Residential................ 274,452 74,890 159,449 181,859 228,362 919,012
Commercial................. 26,300 5,567 18,371 17,736 30,294 98,268
Industrial................. 431 -- 238 339 610 1,618
Public authority and
other................... 2,230 893 1,559 1,704 -- 6,386
-------- ------- -------- -------- -------- ----------
Total.............. 303,413 81,350 179,617 201,638 259,266 1,025,284
======== ======= ======== ======== ======== ==========
HEATING DEGREE DAYS(1)
Actual..................... 3,083 1,265 3,472 4,992 3,168 3,374
Percent of normal.......... 87% 71% 80% 88% 84% 85%
SALES VOLUMES -- MMcf(2)
Residential................ 20,871 3,111 11,822 16,748 14,576 67,128
Commercial................. 6,825 1,334 5,122 6,642 11,534 31,457
Industrial................. 1,514 -- 2,973 1,462 14,952 20,901
Public authority and
other................... 2,234 769 1,371 1,419 -- 5,793
-------- ------- -------- -------- -------- ----------
Total.............. 31,444 5,214 21,288 26,271 41,062 125,279
TRANSPORTATION
VOLUMES -- MMcf(2)......... 17,580 2,162 25,814 10,021 14,300 69,877
-------- ------- -------- -------- -------- ----------
TOTAL THROUGHPUT --MMcf(2)... 49,024 7,376 47,102 36,292 55,362 195,156
======== ======= ======== ======== ======== ==========
OTHER STATISTICS
Operating revenues
(000's)................. $127,234 $36,964 $100,165 $132,093 $224,755 $ 621,211
Miles of pipe.............. 13,244 2,276 3,668 5,676 5,806 30,670
Employees(5)............... 372 128 258 286 427 1,471
Communities served......... 92 41 163 123 383 802
</TABLE>
See footnotes on page 6.
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Notes to preceding tables:
---------------
(1) A heating degree day is equivalent to each degree that the average of the
high and the low temperatures for a day is below 65 degrees. The greater the
number of heating degree days, the colder the climate. Heating degree days
are used in the natural gas industry to measure the relative coldness of
weather experienced and to compare relative temperatures between one
geographic area and another. Normal degree days are based on 30-year average
National Weather Service data for selected locations.
(2) Volumes are reported as metered in million cubic feet ("MMcf"). Utility
sales volumes and revenues reflect utility segment operations, including
intercompany sales and transportation amounts.
(3) Mcf means thousand cubic feet.
(4) These tables present data for Atmos' five utility business units. Their
operations include the regulated local distribution companies located in
their respective service areas.
(5) The number of employees excludes 369 and 427 Atmos shared services and
customer support center employees and 28 and 164 non-utility employees in
2000 and 1999.
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SEGMENT OVERVIEW
The following table summarizes certain information regarding the operation
of the utility, non-regulated and propane segments of the Company for each of
the three years as of and for the period ended September 30, 2000. Amounts for
the propane segment for 2000 reflect operations for 10 months until its sale to
Heritage, effective August 10, 2000. Subsequently, the Company's share of
propane results are reflected on an equity basis.
<TABLE>
<CAPTION>
NON-
UTILITY REGULATED PROPANE TOTAL
---------- --------- ------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
2000
Operating revenues(1).......................... $ 734,835 $ 92,767 $22,550 $ 850,152
Operating income (loss)(1)..................... 77,207 8,717 (608) 85,316
Net income..................................... 22,459 10,857 2,602 35,918
Identifiable assets(1)......................... 1,246,782 101,277 699 1,348,758
1999
Operating revenues(1).......................... $ 617,313 $ 49,939 $22,944 $ 690,196
Operating income (loss)........................ 49,000 5,782 (543) 54,239
Net income (loss).............................. 10,800 7,813 (869) 17,744
Identifiable assets(1)......................... 1,125,691 71,115 33,731 1,230,537
1998
Operating revenues(1).......................... $ 738,445 $ 80,672 $29,091 $ 848,208
Operating income............................... 100,665 11,595 619 112,879
Net income (loss).............................. 43,332 11,999 (66) 55,265
Identifiable assets(1)......................... 1,052,225 52,616 36,549 1,141,390
</TABLE>
---------------
(1) Net of intersegment eliminations
The utility segment is composed of the Company's five regulated utility
divisions: the Energas Company division which operates in Texas ("Energas
Division"), the Greeley Gas Company division which operates in Colorado, Kansas
and Missouri ("Greeley Division"), the Trans Louisiana Gas Company division
which operates in Louisiana ("Trans La Division"), the United Cities Division
which operates in Georgia, Illinois, Iowa, Kansas, Missouri, South Carolina,
Tennessee and Virginia and the Western Kentucky Gas Company division which
operates in Kentucky ("Western Kentucky Division").
The non-regulated segment is currently composed of four parts. Atmos
Storage Inc. owns underground storage fields in Kansas and Kentucky and provides
storage services to the United Cities Division and Greeley Division and other
non-regulated customers. Atmos Energy Services, Inc. markets gas to irrigation
and industrial customers in West Texas through Enermart Energy Services Trust
and to industrial customers in Louisiana and is developing plans for marketing
various non-regulated services and products. Atmos Energy Marketing, LLC owns
the Company's 45 percent investment in WMLLC, a gas marketing and energy
management services business. Atmos Leasing, Inc. leases buildings and vehicles
to the United Cities Division.
WMLLC, which commenced operations on May 1, 1995, is owned by Woodward
Marketing, Inc. (55 percent) and Atmos Energy Marketing, LLC (45 percent). With
its headquarters in Houston, Texas, WMLLC provides a variety of natural gas
management services to natural gas utility systems and industrial natural gas
consumers in several states. Such services include natural gas supply
acquisition and provision of gas supplies at fixed and market-based prices, load
forecasting and management, gas storage and transportation services, peaking
sales and balancing services and gas hedging through the use of certain
derivative products.
The propane segment includes United Cities Propane Gas, Inc., which was
primarily engaged in the retail and wholesale distribution of propane gas in
Tennessee, Kentucky, North Carolina and Virginia. See the
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discussion above under Item 1 "Business" regarding the combining of the propane
operations during fiscal 2000 with Heritage and others.
GAS SALES
The Company's natural gas distribution business is seasonal and highly
dependent on weather conditions in the Company's service areas. Gas sales to
residential and commercial customers are greater during the winter months than
during the remainder of the year. The volumes of such sales during the winter
months will vary with the temperatures during such months. The seasonal nature
of the Company's sales to residential and commercial customers is offset
partially by the Company's sales in the spring and summer months to its
agricultural customers in Texas, Colorado and Kansas who utilize natural gas to
operate irrigation equipment.
The Company also has Weather Normalization Adjustments ("WNAs") in its rate
jurisdictions in Tennessee, Georgia and Kentucky. See "Weather and seasonality"
in Management's Discussion and Analysis of Operations.
In addition to weather, the Company's revenues are affected by the cost of
natural gas and economic conditions in the areas that the Company serves. Higher
gas costs, which the Company is generally able to pass through to its customers
under purchased gas adjustment clauses, may cause customers to conserve, or, in
the case of industrial customers, to use alternative energy sources.
In recent years, natural gas market conditions have changed. Natural gas
prices have become more volatile and the number of competing marketers of
natural gas has increased. The Company's gas marketing subsidiaries purchase gas
to address requirements for large volume customers in certain highly competitive
markets.
Certain industrial customers purchase gas directly from others instead of
from the Company and the Company transports such gas through its distribution
systems to the customers' facilities for a fee. Although transportation of
customer-owned gas reduces the Company's operating revenues and corresponding
purchased gas cost, the transportation revenues received by the Company
generally offset the loss to gross profit.
The Company's distribution systems have experienced aggregate peak day
deliveries of approximately 1.6 billion cubic feet per day ("Bcf"). The Company
has the ability to curtail deliveries to certain customers under the terms of
interruptible contracts and applicable state statutes or regulations which
enable it to maintain its deliveries to high priority customers. The Company has
not imposed curtailment in its Energas Division since the Company began
independent operations in 1983 or in its Trans La Division since the Company
acquired Trans Louisiana Gas Company in 1986. The Western Kentucky Division
curtailed deliveries to certain interruptible customers during exceptionally
cold periods in December 1989, January 1994 and during the winter of 1996.
Neither the Greeley Division nor its predecessor, Greeley Gas Company, has
curtailed deliveries to its sales customers since prior to 1980. The United
Cities Division curtails interruptible service customers from time to time each
year in accordance with the interruptible contracts and tariffs.
GAS SUPPLY
The Company receives gas deliveries through 28 pipeline transportation
companies, both interstate and intrastate, to satisfy its firm sales market
requirements. The transportation agreements are firm and many of them have
pipeline no-notice storage service which provide for daily balancing between
system requirements and nominated flowing supplies. These agreements have been
negotiated with the shortest term available to maintain the Company's right to
roll over the term. The agreements reduce the risk of paying fixed fees to
reserve pipeline capacity on a long-term basis which would be unneeded in the
event of unbundling or other changes in demand.
The Western Kentucky Division's gas supply is delivered primarily by the
following pipelines: Williams Pipeline-Texas Gas, Tennessee Gas, Trunkline,
Midwestern Pipeline and ANR. During 1998, the Western Kentucky Division sought
and was granted approval by the Kentucky Public Service Commission for a
performance-based rate program which commenced in July 1998. Under
performance-based programs,
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<PAGE> 10
regulators in Georgia, Kentucky and Tennessee allow the Company and its
customers to share in purchased gas cost savings when the Company can purchase
natural gas supplies below certain predetermined built-in benchmark indices. The
Company's actual gas costs are compared to the predetermined benchmark, which
reflects the market price of gas. If the Company outperforms the benchmark, it
is allowed to retain 50 percent of the savings with the other 50 percent going
to ratepayers.
The United Cities Division is served by 13 interstate pipelines. The
majority of the volumes are transported through East Tennessee Pipeline,
Southern Natural Gas, Tennessee Gas Pipeline and Columbia Gulf.
Colorado Interstate Gas Company, Williams Pipeline-Central, Public Service
Company of Colorado and Northwest Pipeline are the principal transporters of the
Greeley Division's requirements. Additionally, the Greeley Division purchases
substantial volumes from producers that are connected directly to its
distribution system.
The Energas Division receives sales and transportation service from various
Oneok pipeline affiliates. Also, the Energas Division purchases a significant
portion of its supply from Pioneer Natural Resources which is connected directly
to the Company's Amarillo, Texas distribution system.
Louisiana Intrastate Gas Company, Acadian Pipeline, Koch Gateway and
Williams Pipeline-Texas Gas pipelines deliver most of the Trans La Division's
requirements.
The Company also owns and operates numerous natural gas storage facilities
in Kentucky and Kansas which are used to help meet customer requirements during
peak demand periods and to reduce the need to contract for additional pipeline
capacity to meet such peak demand periods. Additionally, the Company operates
two propane plants and a liquified natural gas ("LNG") plant for peak shaving
purposes. The Company also contracts for storage service in underground storage
facilities on many of the interstate pipelines serving it. See "Item 2.
Properties" below for further information regarding the peak shaving facilities.
The United Cities and Western Kentucky Gas Divisions normally inject gas
into pipeline storage systems and company owned storage facilities during the
summer months and withdraw it in the winter months. At the present time, the
underground storage facilities of the Company have a maximum daily output
capability of approximately 135,000 Mcf.
The United Cities Division has the ability to serve approximately 60
percent of its peak day requirements through the use of company-owned storage
facilities, storage contracts with its suppliers and peaking facilities
throughout the system. The Western Kentucky Gas Division has the ability to
serve approximately 50 percent of its peak day requirements through the use of
company-owned storage facilities, storage contracts with its suppliers and
peaking facilities throughout the system. This ability provides the operational
flexibility and security of supply required to meet the needs of the highly
weather sensitive residential and commercial markets.
During 2000, the Company purchased its gas supply from various producers
and marketers. Supply arrangements were contracted on a firm basis with terms
generally of one year or less at an index-based price. The firm supply consisted
of both base load and swing supply quantities. Base load quantities are those
that flow at a constant level throughout the month and swing supply quantities
provide the flexibility to change daily quantities to match increases or
decreases in requirements related to weather conditions. The suppliers were
selected through a bidding process (except for local production purchases) by
sending out a request for proposal to suppliers that have demonstrated that they
can provide reliable service. These suppliers were selected based on their
ability to deliver gas supply to our designated firm pipeline receipt points and
the best cost. Major suppliers during 2000 were Reliant Energy, Sonat Marketing,
Cinergy, Pioneer Natural Resources, CIG Merchant Company, WMLLC, Oneok Gas
Marketing, Barrett Resources, Anadarko and Tenaska Marketing.
There is a surplus of natural gas available to the Company's utility
systems and the Company does not anticipate problems with securing additional
gas supply as needed for its customers.
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REGULATION
Energas Division
In the Energas Division, the governing body of each municipality served by
the Company has original jurisdiction over all utility rates, operations and
services within its city limits except with respect to sales of natural gas for
vehicle fuel and agricultural use. The Company operates pursuant to
non-exclusive franchises granted by the municipalities it serves, which
franchises are subject to renewal from time to time. The franchises granted to
the Company permit it to conduct natural gas distribution within the
municipalities' incorporated limits. The Railroad Commission of Texas has
exclusive appellate jurisdiction over all rate and regulatory orders and
ordinances of the municipalities and exclusive original jurisdiction over rates
and services to customers not located within the limits of a municipality. In
Texas, rates for large industrial customers are routinely set by contract
negotiation between the Company and its customers pursuant to statutory
standards and are filed with, and subject to, the governmental authority of the
municipalities or the Railroad Commission, depending on whether the customer is
located inside or outside the limits of a municipality. Historically, the
Company's rates for large industrial customers have been accepted as filed.
Agricultural sales in Texas are not regulated, except that prices for
agricultural sales cannot exceed the prices the Company charges the majority of
its commercial or other similar large-volume users in Texas.
Trans La Division
The Trans La Division is regulated by the Louisiana Public Service
Commission which regulates utility services, rates and other matters. In most of
the parishes and incorporated areas in which the Company operates in Louisiana,
it does so pursuant to a non-exclusive franchise granted by the governing
authority of each parish or incorporated area. The franchise gives the Company
the general privilege to operate its gas distribution business in, as well as
the right to install its distribution lines along the roadways of, the parish or
the incorporated area. Direct sales of natural gas to industrial customers in
Louisiana who utilize the gas for fuel or in manufacturing processes and sales
of natural gas for vehicle fuel are exempt from regulation.
Western Kentucky Division
The Western Kentucky Division is regulated by the Kentucky Public Service
Commission which regulates utility services, rates, issuance of securities and
other matters. The Company operates in the various incorporated cities served by
it in Kentucky pursuant to non-exclusive franchises granted by such cities. The
franchises grant to the Company the right to operate its gas distribution
business in the city and to install its distribution lines and related equipment
in and along the city's public rights-of-way. Sales of natural gas for use as
vehicle fuel in Kentucky are not subject to regulation.
Greeley Division
The Greeley Division is regulated by the Colorado Public Utilities
Commission, the Kansas Corporation Commission and the Missouri Public Service
Commission with respect to accounting, rates and charges, operating matters and
the issuance of securities. The Company operates in the various incorporated
cities served by it in the states of Colorado, Kansas and Missouri under terms
of non-exclusive franchises granted by the various cities. The franchises grant
to the Company, among other things, the right to install and operate its gas
distribution system within the city limits. Most of the Greeley Division's
wholesale gas suppliers are regulated by various federal and state commissions.
United Cities Division
In each state in which the United Cities Division operates, its rates,
services and operations as a natural gas distribution company are subject to
general regulation by the applicable state public service commission. In
addition, the issuance of securities by the Company is subject to approval by
the state commissions, except in South Carolina and Iowa. Missouri only
regulates the issuance of secured debt. The United Cities Division operates in
each community, where necessary, under a franchise granted by the municipality
for a fixed term of years.
10
<PAGE> 12
In most cases, the loss of a franchise would not have a material adverse
effect on operations. To date, the Company has been able to renew all franchises
that would have a material effect on its business.
The Company is also subject to regulation by the United States Department
of Transportation with respect to safety requirements in the operation and
maintenance of its gas distribution facilities. The Company's distribution
operations are also subject to various state and federal laws regulating
environmental matters. From time to time the Company receives inquiries
regarding various environmental matters. The Company believes that its
properties and operations substantially comply with and are operated in
substantial conformity with applicable safety and environmental statutes and
regulations. There are no administrative or judicial proceedings arising under
environmental quality statutes pending or known to be contemplated by
governmental agencies which would have a material adverse effect on the Company.
RATES
The Company's five utility divisions are regulated by various state or
local public utility authorities. The method of determining regulated rates
varies among the 12 states in which the Company has utility operations. It is
the responsibility of the regulators to determine that utilities under their
jurisdiction operate in the best interests of customers while providing the
utilities the opportunity to earn a reasonable return on investment.
In a general rate case, the applicable regulatory authority, which is
typically the state public utility commission, establishes a base margin, which
is the amount of revenue authorized to be collected from customers to recover
authorized operating expense (other than the cost of gas), depreciation,
interest, taxes and return on rate base. The Company's utility divisions perform
annual deficiency studies for each rate jurisdiction to determine when to file
rate cases, which are typically filed every two to five years.
Substantially all of the sales rates charged by the Company to its
customers fluctuate with the cost of gas purchased by the Company. Rates
established by regulatory authorities are adjusted for increases and decreases
in the Company's purchased gas cost through automatic purchased gas adjustment
mechanisms. Purchased gas adjustment mechanisms provide gas utilities a method
of recovering purchased gas costs on an ongoing basis without the necessity of a
rate case addressing all of the utilities' non-gas costs. These mechanisms are
commonly utilized when regulatory authorities recognize a particular type of
expense, such as purchased gas costs, that (i) is subject to significant price
fluctuations compared to the utility's other costs, (ii) represents a large
component of the utility's cost of service and (iii) is generally outside the
control of the gas utility. Such purchased gas adjustment mechanisms are not
designed to allow the utility to earn a profit but are designed to allow a
dollar-for-dollar recovery of fuel costs. Therefore, while the Company's
operating revenues may fluctuate, gross profit (which is defined as operating
revenues less purchased gas cost) is generally not eroded or enhanced because of
gas cost increases or decreases.
Approximately 87 percent of the Company's revenues in fiscal 2000 were
derived from sales at rates set by or subject to approval by local or state
authorities. As a general rule, the regulatory authority reviews the Company's
rate request and establishes a rate structure intended to generate revenue
sufficient to cover the Company's costs of doing business and provide a
reasonable return on invested capital.
11
<PAGE> 13
The following table sets forth the major rate requests made by the Company
or other parties during the most recent five years and the action taken on such
requests:
<TABLE>
<CAPTION>
EFFECTIVE AMOUNT AMOUNT
JURISDICTION DATE REQUESTED RECEIVED
------------ --------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Texas
West Texas System................................ 11/01/96 $7,676 $ 5,800(a)
Pending 9,827 Pending(b)
Amarillo System.................................. 01/01/00 4,354 2,200
Louisiana.......................................... 11/01/99 (c) --(c)
Kentucky........................................... 11/01/95 7,665 2,300(d)
03/01/96 1,000(d)
12/21/99 14,127 9,900(e)
Colorado........................................... 01/21/98 -- (1,600)(f)
Pending 4,200 Pending
Missouri........................................... 10/14/95 1,100 903
Tennessee.......................................... 11/15/95 3,951 2,227
Iowa............................................... 05/17/96 750 410
Georgia............................................ 12/02/96 5,003 3,160
Illinois........................................... 07/09/97 1,234 428
10/23/00 2,100 1,367
Virginia........................................... 10/01/98 -- (248)(g)
Pending 2,100 Pending(h)
</TABLE>
---------------
(a) This increase includes $500,000 applicable to areas outside the city limits
which became effective in April 1997.
(b) The Energas Division applied for rate increases in August 1999. The West
Texas cities rejected the request and in March 2000, the Energas Division
appealed to the Texas Railroad Commission. The requested increase includes
$1.0 million for customers outside the city limits of the West Texas
cities. Final resolution is expected in December 2000.
(c) The Louisiana Public Service Commission approved a Rate Stabilization
Clause for three years with an allowed return on common equity between 10.5
percent and 11.5 percent. This decision increased the service charge
amounts from about 20 percent to about 70 percent of actual costs and
increased the monthly customer charges from $6 to $9, both effective
November 1, 1999.
(d) The Kentucky rate order provided an increase of $2.3 million, lowered
depreciation rates effective November 1, 1995 and provided an additional
$1.0 million beginning March 1, 1996. The order also included a provision
for a pilot demand side management program which could cost up to $.4
million annually.
(e) The Kentucky rate order also included a provision for a five-year pilot
program for weather normalization beginning in November 2000.
(f) Rate reduction as a result of settlement in a case initiated by the
Colorado Consumer Counsel.
(g) Rate reduction as a result of a settlement with the Virginia State
Corporation Commission staff regarding investigation of earnings.
(h) The United Cities Division applied for a rate increase in March 2000. The
new rates are expected to be effective in December 2000.
12
<PAGE> 14
COMPETITION
The Company is not currently in significant direct competition with any
other distributors of natural gas to residential and commercial customers within
its service areas. However, the Company does compete with other natural gas
suppliers and suppliers of alternate fuels for sales to industrial and
agricultural customers.
The Company competes in all aspects of its business with alternative energy
sources, including, in particular, electricity. Competition for residential and
commercial customers is increasing. Promotional incentives, improved equipment
efficiencies and promotional rates all contribute to the acceptability of
electric equipment. Electric utilities offer electricity as a rival energy
source and compete for the space heating, water heating and cooking markets. The
principal means to compete against alternative fuels is lower prices, and
natural gas historically has maintained its price advantage in the residential,
commercial and industrial markets. In residential markets, generally the average
cost of gas is less for the Company's customers than the average cost of gas
nationwide and less than the cost of an equivalent amount of electricity. In the
United Cities Division, number 2 and number 6 fuel oil are the primary
competition for industrial customers. In addition, certain customers, primarily
industrial, may have the ability to by-pass the Company's distribution system by
connecting directly with a pipeline.
Beginning in 1985, changes in the federal regulatory environment through
Federal Energy Regulatory Commission ("FERC") orders and conditions related to
markets and gas supply in the United States have brought increased competition
into the natural gas industry. Certain large commercial or industrial customers
located in proximity to the interstate pipeline delivering gas to the Company
could attempt to bypass the Company and take delivery of gas directly from the
pipeline or from a third party connecting with the pipeline. To date, only
minimal bypass activity has been experienced in part because of the Company's
ability to negotiate competitive rates and service terms. However, the future
level of bypass activity cannot be predicted. FERC policies have not had a
direct impact upon the Company's Energas, Greeley and Trans La Divisions which
are primarily supplied by intrastate pipelines. However, competition for large
volume customers in the United Cities and Western Kentucky Divisions and other
service areas has increased as a result of FERC policies. The Company has sought
regulatory approvals for competitive pricing on a case by case basis.
The United Cities Division has received approval from all the regulatory
authorities in the states in which it operates, except Iowa, to place into
effect a negotiated tariff rate which allows the United Cities Division to
maintain industrial loads at lower margin rates. Iowa has rules which allow for
flexible rates which are competitive with the price of alternative fuels. In
addition, certain industrial customers have changed from firm to interruptible
rate schedules in order to obtain natural gas at a lower cost. Additionally, the
United Cities Division has received approval from all state regulatory
authorities to provide transportation service of customer-owned gas.
Propane operations are in competition with other suppliers of propane,
natural gas and electricity with respect to price and service. The wholesale
cost of propane is subject to fluctuations primarily based on demand,
availability of supply and product transportation costs.
Through its 45 percent interest in WMLLC, Atmos Energy Marketing, LLC
competes with other natural gas brokers in obtaining natural gas supplies for
customers.
Atmos Leasing, Inc. also competes with other companies in the leasing of
real estate, vehicles and appliances.
Atmos Storage, Inc. ("Storage") charges rates to the United Cities Division
that are subject to review by the various commissions in the states within which
the storage service is provided. Therefore, Storage's rates must be competitive
with other storage facilities. Storage also stores natural gas for WMLLC. As a
result, Storage is in competition with other companies that store natural gas as
to rates charged and deliverability of natural gas. Agreements between Storage
and the United Cities Division give the United Cities Division first priority to
any storage services.
13
<PAGE> 15
EMPLOYEES
At September 30, 2000, the Company employed 1,885 persons. See "Utility
Sales and Statistical Data by Business Unit" for the number of employees by
business unit.
ITEM 2. PROPERTIES
The Company owns an aggregate of 30,029 miles of underground distribution
and transmission mains throughout its gas distribution systems. These mains are
located on easements or rights-of-way granted to the Company which generally
provide for perpetual use. The Company maintains its mains through a program of
continuous inspection and repair and believes that its system of mains is in
good condition. The Company also owns and operates two propane peak shaving
plants with a total capacity of approximately 330,000 gallons that can produce
an equivalent of approximately 4,500 Mcf daily. The Company also owns an LNG
storage facility with a capacity of 500,000 Mcf which can inject a daily volume
of 30,000 Mcf in the system, as well as underground storage fields which are
used to supplement the supply of natural gas in periods of peak demand. It has
seven underground gas storage facilities in Kentucky and four in Kansas that
have a total storage capacity of approximately 21.1 Bcf. However, approximately
10.0 Bcf of gas in the storage facilities must be retained as cushion gas to
maintain reservoir pressure. The maximum daily delivery capability of the
storage facilities is approximately 135,000 Mcf.
Substantially all of the Company's properties in its Greeley Division and
United Cities Division with net values of approximately $176.0 million and
$319.7 million are subject to liens under First Mortgage Bonds assumed by the
Company in its mergers with Greeley Gas Company and United Cities Gas Company.
At September 30, 2000, the liens collateralized $17.0 million of outstanding 9.4
percent Series J First Mortgage Bonds due May 1, 2021, and $97.8 million of
outstanding Series P, Q, R, T, U and V First Mortgage Bonds due at various dates
from 2004 through 2022.
The Company's administrative offices are consolidated in Dallas, Texas
under one lease. The Company also maintains field offices throughout its
distribution system, the majority of which are located in leased premises.
Net property, plant and equipment at September 30, 2000 included
approximately $958.4 million for utility, $23.2 million for non-regulated, and
$.7 million for propane.
The Company holds franchises granted by the incorporated cities and towns
that it serves. At September 30, 2000, the Company held 460 such franchises
having terms generally ranging from five to 25 years. The Company believes that
each of its franchises will be renewed.
ITEM 3. LEGAL PROCEEDINGS
See Note 5 of notes to consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2000.
14
<PAGE> 16
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of September 30,
2000, regarding the executive officers of the Company. It is followed by a brief
description of the business experience of each executive officer.
<TABLE>
<CAPTION>
YEARS OF
NAME AGE SERVICE OFFICE CURRENTLY HELD
---- --- -------- ---------------------
<S> <C> <C> <C>
Robert W. Best............................ 53 3 Chairman, President and Chief Executive
Officer
John P. Reddy............................. 47 2 Senior Vice President and Chief Financial
Officer
R. Earl Fischer........................... 61 38 Senior Vice President, Utility Operations
Wynn D. McGregor.......................... 47 12 Vice President, Human Resources
Louis P. Gregory.......................... 45 -- Senior Vice President and General Counsel
</TABLE>
Robert W. Best was named Chairman of the Board, President and Chief
Executive Officer in March 1997. He previously served as Senior Vice
President -- Regulated Businesses of Consolidated Natural Gas Company
(1996-March 1997) and was responsible for its transmission and distribution
companies. Prior to that, he served as Senior Vice President of Transco Energy
Company and President of Transcontinental Gas Pipe Line Corporation (1992-1995);
and President of Texas Gas Transmission Corporation (1985-1995).
John P. Reddy was named Senior Vice President and Chief Financial Officer
in September 2000. From April 2000 to September 2000, he was Senior Vice
President, Chief Financial Officer and Treasurer. Mr. Reddy previously served
the Company as Vice President, Corporate Development and Treasurer from December
1998 to March 2000. He joined the Company in August 1998 from Pacific
Enterprises, a Los Angeles, California based utility holding company whose
principal subsidiary was Southern California Gas Co. where he was Vice President
of Planning and Advisory Services responsible for corporate development and
merger and acquisition activities. Mr. Reddy was with Pacific Enterprises from
1980 to 1998 in various management and financial positions.
R. Earl Fischer was named Senior Vice President, Utility Operations in May
2000. He previously served the Company as President of the Energas Division from
January 1999 to April 2000 and as President of the Western Kentucky Division
from February 1989 to December 1998.
Wynn D. McGregor was named Vice President, Human Resources in January 1994.
He previously served the Company as Director of Human Resources from February
1991 to December 1993 and as Manager, Compensation and Employment from December
1987 to January 1991.
Louis P. Gregory joined the Company as Senior Vice President and General
Counsel in September 2000. Prior to joining the Company, he practiced law from
April 1999 to August 2000 with the law firm of McManemin & Smith. Prior to that,
he served as a consultant and independent contractor from August 1996 to
December 1998 for Nomas Corp. (formerly known as Lomas Mortgage USA, Inc.) and
Siena Holdings, Inc. (formerly known as Lomas Financial Corporation). He served
in various legal positions with Lomas Financial Corporation, a diversified
financial services company, and its affiliates, from August 1988 to June 1996,
ultimately as Senior Vice President and General Counsel.
15
<PAGE> 17
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's stock trades on the New York Stock Exchange under the trading
symbol "ATO." The high and low sale prices and dividends paid per share of the
Company's common stock for fiscal 2000 and 1999 are listed below. The high and
low prices listed are the actual closing NYSE quotes for Atmos shares.
<TABLE>
<CAPTION>
FISCAL YEAR 2000
--------------------------------
DIVIDENDS
HIGH LOW PAID
------ ----- ---------
<S> <C> <C> <C>
Quarter ended:
December 31............................................... $25 $20 $.285
March 31.................................................. 20 3/16 15 9/16 .285
June 30................................................... 20 9/16 14 3/4 .285
September 30.............................................. 23 1/4 18 1/2 .285
-----
$1.14
=====
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR 1999
--------------------------------
DIVIDENDS
HIGH LOW PAID
------ ----- ---------
<S> <C> <C> <C>
Quarter ended:
December 31............................................... $32 1/4 $28 3/8 $.275
March 31.................................................. 32 11/16 23 1/16 .275
June 30................................................... 26 5/16 24 .275
September 30.............................................. 26 3/8 23 7/8 .275
-----
$1.10
=====
</TABLE>
See Note 3 of notes to consolidated financial statements for restriction on
payment of dividends. The number of record holders of the Company's common stock
on September 30, 2000 was 32,394.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data of the Company and
should be read in conjunction with the consolidated financial statements
included herein.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Operating revenues....... $ 850,152 $ 690,196 $ 848,208 $ 906,835 $ 886,691
========== ========== ========== ========== ==========
Net income............... $ 35,918 $ 17,744 $ 55,265 $ 23,838 $ 41,151
========== ========== ========== ========== ==========
Diluted net income per
share.................. $ 1.14 $ .58 $ 1.84 $ .81 $ 1.42
========== ========== ========== ========== ==========
Cash dividends per
share.................. $ 1.14 $ 1.10 $ 1.06 $ 1.01 $ .98
========== ========== ========== ========== ==========
Total assets at end of
year................... $1,348,758 $1,230,537 $1,141,390 $1,088,311 $1,010,610
========== ========== ========== ========== ==========
Long-term debt at end of
year................... $ 363,198 $ 377,483 $ 398,548 $ 302,981 $ 276,162
========== ========== ========== ========== ==========
</TABLE>
16
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
This section provides management's discussion of Atmos Energy Corporation's
(the "Company" or "Atmos") financial condition, cash flows and results of
operations with specific information on liquidity, capital resources and results
of operations. It includes management's interpretation of such financial
results, the factors affecting these results, the major factors expected to
affect future operating results and future investment and financing plans. This
discussion should be read in conjunction with the Company's consolidated
financial statements and notes thereto.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE SAFE HARBOR UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this Annual Report on Form 10-K may contain
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical facts
included in this Report are forward-looking statements made in good faith by the
Company and are intended to qualify for the safe harbor from liability
established by the Private Securities Litigation Reform Act of 1995. When used
in this Report, any other of the Company's documents or oral presentations, the
words "anticipate," "expect," "estimate," "plans," "believes," "objective,"
"forecast," "goal" or similar words are intended to identify forward-looking
statements. Such forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements relating to the Company's strategy,
operations, markets, services, rates, recovery of costs, availability of gas
supply and other factors. These risks and uncertainties include the following:
national, regional and local economic conditions, including competition from
other energy suppliers as well as alternative forms of energy; regulatory and
business trends and decisions, including the impact of pending rate proceedings
before various state regulatory commissions; successful implementation of new
technologies and systems, including any technologies and systems related to the
Company's customer support center and billing operations; weather conditions
that would be adverse to its business such as the continuation of warmer than
normal weather in the Company's service territories; successful completion and
integration of pending acquisitions; inflation rates, including their effect on
commodity prices for natural gas; hedging and market risk activities; further
deregulation or "unbundling" of the natural gas distribution industry and other
uncertainties, all of which are difficult to predict and many of which are
beyond the control of the Company. Accordingly, while the Company believes these
forward-looking statements to be reasonable, there can be no assurance that they
will approximate actual experience or that the expectations derived from them
will be realized. Further, the Company undertakes no obligation to update or
revise any of its forward-looking statements whether as a result of new
information, future events or otherwise.
RATEMAKING ACTIVITY
The following is a discussion of the Company's ratemaking activity for rate
cases that are currently pending as of September 30, 2000 or rate proceedings
completed during the three years ended September 30, 2000.
Results of the Company's rate activity for the three years ended September
30, 2000 can be summarized as follows: rate increases totaling $12.1 million
implemented in 2000, no rate changes in 1999 and rate reductions of $1.8 million
in 1998. In addition, the Illinois Commerce Commission granted the Company an
increase of $1.4 million in Illinois effective October 23, 2000.
In August 1999, the Energas Division filed rate cases in its West Texas
System cities and Amarillo, Texas, requesting rate increases of approximately
$9.8 million and $4.4 million. The Energas Division received an increase in
annual revenues of approximately $2.1 million in base rates plus an increase of
$.1 million in service charges in Amarillo, Texas, effective for bills rendered
on or after January 1, 2000. The agreement with Amarillo also provided for
changes in the rate structure to reduce the impact of warmer than normal weather
and to improve the recovery of the actual cost of service calls. The Energas
Division's requests for an annual increase of approximately $9.8 million from
the 67 cities served by its West Texas System were denied. In
17
<PAGE> 19
March 2000, such decisions were appealed to the Railroad Commission of Texas.
Subsequently, 59 cities representing approximately 58 percent of Energas'
customers ratified a non-binding Settlement Agreement. The Settlement Agreement
caps the rate increase at $3.0 million and entitles the ratifying cities to
accept a rate increase below $3.0 million in the event the Commission adopts a
lesser increase for the non-ratifying cities. Eight cities, including Lubbock,
Texas, declined to participate in the settlement and a hearing with the Railroad
Commission of Texas was held in August 2000. A final resolution is expected in
December 2000. At this time, the Company cannot predict the outcome of this rate
proceeding.
In June 1999, the Trans La Division appeared before the Louisiana Public
Service Commission for a rate investigation and to redesign rates to mitigate
the effects of warm winter weather. A decision was rendered by the Louisiana
Commission in October 1999 that increased service charges associated with
customer service calls and increased the monthly customer charges from $6 to $9,
both effective November 1, 1999. While these changes are revenue neutral, they
will mitigate the impact of warmer than normal winter weather on earnings. The
decision also included a three-year rate stabilization clause which will allow
the Trans La Division's rates to be adjusted annually to allow the Company to
earn a minimum return on equity of 10.5 percent.
In May 1999, the Western Kentucky Division requested from the Kentucky
Public Service Commission ("KPSC") an increase in revenues, a weather
normalization adjustment ("WNA") and changes in rate design to shift a portion
of revenues from commodity charges to fixed rates. In December 1999, the KPSC
granted an increase in annual revenues of approximately $9.9 million. The new
rates were effective for services rendered on or after December 21, 1999. In
addition, the KPSC approved a five-year pilot program for weather normalization
beginning in November 2000.
On June 9, 1998, the KPSC issued an Order approving an Experimental
Performance-based Ratemaking ("PBR") mechanism related to gas procurement and
gas transportation activities filed by the Western Kentucky Division. The PBR
mechanism is incorporated into the Western Kentucky Division's gas cost
adjustment clause. As discussed above, it provides for sharing of purchased gas
cost savings between the consumers and the Company. The Company recognized other
income of $2.1 million and $2.0 million under the Kentucky PBR in fiscal 2000
and fiscal 1999.
On November 3, 2000, the Greeley Division filed a rate case with the
Colorado Public Utilities Commission for approximately $4.2 million annually. A
decision is expected in the case by July 2001.
Effective April 1, 1999, the Tennessee Regulatory Authority approved the
United Cities Division's request to continue its PBR mechanism related to gas
procurement and gas transportation activities for a three-year period. The
Authority revised the mechanism from the original two-year experimental period,
by increasing the cap for incentive gains and/or losses to $1.25 million per
year. Similar to Tennessee, the Georgia Public Service Commission renewed the
Company's PBR program for an additional three years effective May 1, 1999. The
gas purchase and capacity release mechanisms of the PBRs are designed to provide
the Company incentives to find innovative methods to lower gas costs to its
customers. The Company recognized other income of $179,000 and $176,000 in
fiscal years 2000 and 1999 for the Georgia and Tennessee PBRs.
In February 2000, the United Cities Division filed a rate case in Illinois
with the Illinois Commerce Commission requesting an increase in annual revenues
of approximately $3.1 million. After review by the Illinois Commerce Commission,
the amount requested was revised to approximately $2.1 million. The United
Cities Gas Division received an increase in annual revenues of approximately
$1.4 million. The new rates went into effect on October 23, 2000 and will be
collected primarily through an increase in customer charges.
In March 2000, the United Cities Division filed a rate case in Virginia
with the State Corporation Commission of the Commonwealth of Virginia requesting
an increase in annual revenues of approximately $2.3 million. The State
Corporation Commission of Virginia reviewed the filing to determine if it met
the appropriate rules and regulations. In July 2000, the Company refiled the
case requesting an increase in revenues of approximately $2.1 million. The
Commission accepted the revised filing. The Company expects
18
<PAGE> 20
the new rates to be effective in December 2000. At this time, the Company cannot
predict the outcome of this rate proceeding.
WEATHER AND SEASONALITY
The Company's natural gas distribution business and irrigation sales
business are seasonal and dependent upon weather conditions in the Company's
service areas. Natural gas sales to residential, commercial and public authority
customers are affected by winter heating season requirements. This generally
results in higher operating revenues and net income during the period from
October through March of each year and lower operating revenues and either net
losses or lower net income during the period from April through September of
each year. Sales to industrial customers are much less weather sensitive. Sales
to agricultural customers, who typically use natural gas to power irrigation
pumps during the period from March through September, are affected by rainfall
amounts. The effects of significantly warmer than normal winter weather in 2000,
1999 and 1998 on the Company's consolidated volumes delivered are illustrated by
the following degree day information.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
-------------------------
2000 1999 1998
----- ----- -----
<S> <C> <C> <C>
Sales volumes -- Bcf...................................... 138.2 140.1 159.4
Transportation volumes -- Bcf............................. 59.4 55.5 56.2
----- ----- -----
Total........................................... 197.6 195.6 215.6
===== ===== =====
Degree days:
Actual.................................................. 3,302 3,374 3,799
% of normal............................................. 82% 85% 95%
</TABLE>
The effects of weather that is above or below normal are offset in the
Tennessee and Georgia jurisdictions served by the United Cities Division through
WNAs. The Georgia Public Service Commission and the Tennessee Regulatory
Authority have approved WNAs. The WNAs, effective October through May each year
in Georgia, and November through April each year in Tennessee, allow the United
Cities Division to increase the base rate portion of customers' bills when
weather is warmer than normal and decrease the base rate when weather is colder
than normal. The net effect of the WNAs was an increase in revenues of $4.1
million, $4.4 million and $.7 million in 2000, 1999 and 1998. Approximately
190,000 or 17 percent of the Company's meters in service are located in Georgia
and Tennessee. The Company did not have WNAs in its other service areas during
the year ended September 30, 2000. In both its rate cases settled in 2000, the
Company received approvals to mitigate the effects of weather. The Kentucky
Public Service Commission approved a five-year pilot program for weather
normalization beginning in November 2000. Also, the Company received approval to
change its rate structure in Amarillo, Texas, beginning in January 2000 to help
offset some of the negative effects of weather.
In July 2000, the Company entered into an agreement to purchase weather
hedges for its Texas and Louisiana operations effective for the 2000-2001
heating season. The hedges should mitigate the effects of weather that is at
least seven percent warmer than normal in both Texas and Louisiana while
preserving any upside. The hedges also allow for an adjustment in weighting
between Louisiana and Texas related to the timing of the closing of the
Louisiana acquisition.
For further information regarding the impact of weather and seasonality on
operating results, see Note 16, "Selected Quarterly Financial Data (unaudited)"
in notes to consolidated financial statements herein.
19
<PAGE> 21
CAPITAL RESOURCES AND LIQUIDITY
(SEE "CONSOLIDATED STATEMENTS OF CASH FLOWS")
Fiscal 2000 was a year in which total cash outflows exceeded total cash
inflows. This was generally the result of the combination of lower than normal
cash flows from operating activities as a result of warmer than normal weather
and higher than normal capital expenditures, primarily due to acquisitions. This
cash shortfall was financed with short-term debt and sales of common stock
through the Company's Employee Stock Ownership Plan ("ESOP") and its Direct
Stock Purchase Plan ("DSPP").
CASH FLOWS FROM OPERATING ACTIVITIES
Cash flows from operating activities as reported in the consolidated
statement of cash flows totaled $54.2 million for 2000 compared with $84.7
million for 1999 and $91.7 million for 1998. The decrease in net cash provided
by operating activities from 1999 to 2000 was primarily the result of increases
in accounts receivable and gas storage inventories primarily due to higher gas
prices, partially offset by higher net income. The increase in net income was
primarily due to higher gross profit, reduced operating expenses and increased
other income, partially offset by higher interest charges.
CASH FLOWS FROM INVESTING ACTIVITIES
During the last three years, a substantial portion of the Company's cash
resources was used to fund technology improvements, acquisitions and its ongoing
construction program to provide natural gas services to a growing customer base.
Net cash used in investing activities totaled $100.1 million in 2000 compared
with $109.6 million in 1999 and $118.8 million in 1998. Capital expenditures in
fiscal 2000 amounted to $75.6 million, compared with $110.4 million in 1999 and
$135.0 million in 1998. Completion of technology infrastructure and business
process changes, implementation of Oracle enterprise resource planning system
and Year 2000 readiness projects in 1999 allowed the Company to significantly
reduce its capital expenditures for fiscal 2000. Included in investing
activities in 2000 is $32.0 million used to acquire the Missouri natural gas
distribution assets of Associated Natural Gas ("ANG") as discussed in Note 2 of
notes to consolidated financial statements. Currently budgeted capital
expenditures for fiscal 2001 total approximately $81.0 million and include funds
for additional mains, services, meters and equipment. In fiscal 2001, the
Company also plans to complete the LGS acquisition for $375.0 million and the
acquisition of the remaining 55 percent of WMLLC for 1,423,193 restricted shares
of Atmos common stock, subject to adjustment, as discussed in Note 2 of the
notes to consolidated financial statements. Capital expenditures and
acquisitions for fiscal 2001 are planned to be financed from internally
generated funds and financing activities as discussed below. In 2000, the
Company received net proceeds of $6.5 million in connection with the sale of
certain propane assets to Heritage Propane Partners, L.P. as discussed in Note 1
of notes to consolidated financial statements. In 1998, the Company received
$16.0 million from the sale of office buildings and an airplane.
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities totaled $44.7 million for 2000
compared with $28.7 million for 1999 and $25.9 million for 1998. Financing
activities during these periods included issuance of common stock, dividend
payments, short-term borrowings from banks under the Company's credit lines and
issuance and repayment of long-term debt. The increase in cash provided in 2000
as compared to 1999 is due to lower repayments of long-term debt. Long-term debt
payments totaled $14.6 million, $61.0 million and $16.3 million for 2000, 1999
and 1998. Payments of long-term debt in 2000, 1999 and 1998 consisted of annual
installments under the various loan documents. During 2000, short-term debt
increased $81.7 million due to the effect of warmer weather on net income for
2000, the acquisition of ANG for $32.0 million and increases in accounts
receivable, cost of gas stored underground and deferred charges. During 1999,
short-term debt increased $101.9 million due largely to lower net income and
cash requirements of $61.0 million for repayments of long-term debt and capital
expenditures of $110.4 million primarily for technology improvements. In 1998,
short-term debt decreased $100.9 million due to the application of a portion of
the $150.0 million proceeds from the issuance of 6.75 percent debentures. In
July 1998, the Company issued
20
<PAGE> 22
$150.0 million of 30-year 6.75 percent debentures. The debentures are rated A3
by Moody's and A- by Standard & Poor's.
Issuance of common stock. The Company issued 704,540, 849,481 and 755,882
shares of common stock in 2000, 1999 and 1998 under its various plans. See the
Consolidated Statements of Shareholders' Equity and Note 6 of the accompanying
notes to consolidated financial statements for the number of shares previously
issued and available for future issuance under each of the Company's plans.
Cash dividends paid. The Company paid $36.0 million in cash dividends
during 2000 compared with $33.9 million in 1999 and $31.8 million in 1998. Atmos
raised the dividend $.04 per share during 2000 and 1999 and $.05 per share in
1998.
LIQUIDITY
The excess of cash outflows over inflows has resulted in an increase in
debt as a percentage of total capitalization, including short-term debt, as
shown in the table below.
<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------------------------
2000 1999
------------------ ----------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Short-term debt................................ $ 250,047 24.4% $168,304 17.9%
Long-term debt................................. 380,764 37.2% 395,331 42.0%
Shareholders' equity........................... 392,466 38.4% 377,663 40.1%
---------- ----- -------- -----
Total capitalization, including short-term
debt......................................... $1,023,277 100.0% $941,298 100.0%
========== ===== ======== =====
</TABLE>
The debt as a percentage of total capitalization, including short-term
debt, was 61.6 percent and 59.9 percent at September 30, 2000 and 1999. The
Company's long-term plans are to decrease the debt to capitalization ratio to
nearer its target range of 50-52 percent through cash flow generated from
operations, continued issuance of new common stock under its DSPP and ESOP,
access to the debt and equity capital markets through its $500.0 million shelf
registration statement and reduction of annual capital expenditures to the range
of $75.0 million to $85.0 million. However, as discussed above, due to the
pending acquisitions of LGS and WMLLC, as well as the effects of higher
purchased gas costs, it is likely that the debt to capitalization ratio will be
substantially higher in the near term.
At September 30, 2000, the Company had short-term committed credit
facilities totaling $800.0 million. One short-term unsecured credit facility,
which serves as a backup liquidity facility for the Company's commercial paper
program, is for $300.0 million. A second facility is for $15.0 million. These
credit facilities are negotiated at least annually. In addition, on August 3,
2000, the Company entered into a $485.0 million short-term unsecured credit
facility with interest starting at LIBOR plus 75 basis points which will provide
$385.0 million of bridge financing for the LGS acquisition including related
costs and $100.0 million for refinancing certain existing debt. No amounts were
outstanding under these facilities at September 30, 2000.
At September 30, 2000, the Company also had uncommitted short-term credit
lines of $90.0 million, all of which were unused. In October 1998, the Company
began a $250.0 million commercial paper program which was increased to $300.0
million in August 2000. The commercial paper program is supported by the $300.0
million committed line of credit discussed above. At September 30, 2000, the
Company had $250.0 million of commercial paper outstanding.
The loan agreements pursuant to which the Company's Senior Notes and First
Mortgage Bonds have been issued contain covenants by the Company with respect to
the maintenance of certain debt-to-equity ratios and cash flows and restrictions
on the payment of dividends. See Note 3 of the accompanying notes to
consolidated financial statements for more information on these covenants.
See Note 5 "Contingencies" for information regarding guarantees of certain
accounts payable and short-term borrowings of WMLLC.
21
<PAGE> 23
FUTURE CAPITAL REQUIREMENTS
The Company believes that internally generated funds, its credit
facilities, commercial paper program and access to the public debt and equity
capital markets will provide necessary working capital and liquidity for capital
expenditures and other cash needs for fiscal 2001. As discussed above, the
Company has access to $315.0 million under its committed lines of credit and
$90.0 million under its uncommitted lines. The Company also has a $485.0 million
short-term unsecured credit facility to provide $385.0 million for bridge
financing for the LGS acquisition and $100.0 million for refinancing certain
existing debt.
In December 1999, the Company filed a universal shelf registration
statement with the Securities and Exchange Commission ("SEC") to issue, from
time to time, up to $500.0 million in new common stock and/or debt. In
connection with this filing, the Company also filed applications for approval to
issue securities with six state utility commissions. The Company has received
approvals from all six required states and the registration statement has been
declared effective. No further state or federal regulatory approvals will be
required before any debt or equity securities may be issued under the shelf
registration statement by the Company from time to time. The universal shelf
should provide the Company with greater flexibility in its financing options.
RESULTS OF OPERATIONS -- CONSOLIDATED
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
To assist in understanding the results of operations, Item 6, "Selected
Financial Data" summarizes trends in major financial statement captions and the
following table presents the negative effects of weather on reported
consolidated net income for the last three years. Earnings per share amounts
presented in this discussion are on a diluted basis.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------
2000 1999 1998
--------------- --------------- ---------------
PER PER PER
AMOUNT SHARE AMOUNT SHARE AMOUNT SHARE
------- ----- ------- ----- ------- -----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net income as reported............ $35,918 $1.14 $17,744 $ .58 $55,265 $1.84
Effects of weather................ 27,900 28,224 3,485
------- ------- -------
Estimated net income with normal
weather......................... $63,818 $2.02 $45,968 $1.49 $58,750 $1.96
======= ======= =======
</TABLE>
NET INCOME AS REPORTED
The Company reported net income of $35.9 million, or $1.14 per diluted
share, on operating revenues of $850.2 million for the fiscal year ended
September 30, 2000. Net income for 1999 was $17.7 million, or $.58 per diluted
share, on operating revenues of $690.2 million.
Revenues and purchased gas cost increased in 2000 as compared to 1999 due
to higher gas costs which are passed through to customers. Gas costs averaged
$3.79 per Mcf in 2000 compared to $2.79 per Mcf in 1999.
Gross profit increased $25.9 million in 2000 compared to 1999 primarily due
to the partial year impact of rate increases in Kentucky and Amarillo, Texas,
the addition of approximately 48,000 Missouri customers due to an acquisition
and increased volumes associated with the irrigation business.
Operation and maintenance expenses decreased $9.3 million in 2000 compared
with 1999 primarily due to cost reduction initiatives implemented due to the
warm winter weather. However, an increase of $8.8 million in the provision for
doubtful accounts in 2000 as compared with 1999 caused a substantial decrease in
net cost reductions. The increase in bad debt expense occurred during the
transition from local offices to a centralized customer service center and the
implementation of a new company-wide customer
22
<PAGE> 24
billing system. During this transition, the Company temporarily suspended
service cutoffs and its normal efforts to collect past due receivables. In
addition, increased depreciation and interest expense related to the cost of the
new systems and business practice changes adversely affected financial results.
Actions to address these issues were initiated in 2000. Ultimately, the Company
expects significant efficiencies to result from the technology and business
model changes.
Other income for 2000 includes a gain of $5.8 million ($3.7 million after
tax) from the sale of non-utility assets. In addition, the Company acquired a
6.5 percent indirect interest in Heritage Propane Partners, L.P., the fifth
largest retail propane distributor in the United States.
Results for three consecutive years have been negatively impacted by warmer
than normal weather. Atmos experienced its warmest winter ever in fiscal 2000.
Across the Atmos system, weather was approximately 18 percent warmer than normal
and approximately two percent warmer than last year. In response to this trend,
the Company has purchased weather hedges to mitigate the effects of warmer than
normal weather in fiscal 2001, as previously discussed under "Weather and
seasonality". Had the weather hedges been in effect in fiscal 2000, they would
have increased net income by approximately $.25 per diluted share.
For fiscal year 1999, the Company reported net income of $17.7 million, or
$.58 per diluted share, on operating revenues of $690.2 million. The results of
operations for 1999 were negatively impacted by weather that was warmer than
normal, as well as warmer than 1998. Across the Atmos system, weather was more
than 15 percent warmer than normal and more than 11 percent warmer than 1998.
Rainfall in West Texas exceeded average rainfall levels for the region by more
than 32 percent during the 1999 irrigation season, resulting in a 43 percent
decrease in irrigation sales compared to 1998. In addition, increased
depreciation and interest expense related to assets placed in service in advance
of recognition in rates adversely affected financial results. Earnings were also
reduced by a charge of $3.25 million ($2.07 million after tax) in the second
quarter for settlement of litigation in Louisiana.
Net income for 1999 was also negatively impacted by operating and
maintenance expenses that were higher than 1998 as a result of the first full
year of operation of the Company's customer support center in Amarillo, process
improvement initiatives related to the new customer information and billing
system and the accounting and human resource systems placed in service during
the year and Year 2000 readiness initiatives. Operation and maintenance expenses
also included increased reserves of $6.8 million for the possible write-off of
accounts receivable resulting from a temporary suspension in service cutoffs and
normal efforts to collect past due receivables in connection with the Company's
conversion to the new customer information and billing system. In addition to
lower gross profit resulting from adverse weather conditions, gross profit for
the year was reduced $4.3 million by reserves established for deferred gas costs
that are not expected to be recoverable.
Finally, 1999 results were positively impacted by a change in accounting
principle adopted by WMLLC, a gas marketing and services company in which Atmos
owns a 45 percent interest. WMLLC adopted Emerging Issues Task Force Issue No.
98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management
Activities" ("EITF 98-10"), the effect of which added $2.4 million to other
income.
For fiscal year 1998, the Company reported net income of $55.3 million, or
$1.84 per diluted share, on operating revenues of $848.2 million. Although
revenues for 1998 were lower as a result of winter weather that was five percent
warmer than normal, as well as warmer than 1997, earnings improved due to gains
on asset sales totaling $3.3 million ($2.2 million after tax), lower operation
and maintenance expenses and increased irrigation sales. Operation and
maintenance expenses were lower for 1998 due to a company-wide restructuring of
the organization and Atmos' integration of the United Cities Division. Sales of
gas in West Texas to farmers for fueling irrigation pumps increased due to hot
and dry summer weather in 1998. Irrigation volumes increased 34 percent in 1998
compared with 1997.
23
<PAGE> 25
CONSOLIDATED OTHER INCOME, INTEREST CHARGES AND INCOME TAXES
Other income
Other, net was $7.4 million, $3.0 million and $5.9 million for 2000, 1999
and 1998. The increase in 2000 as compared to 1999 was primarily due to the $5.8
million ($3.7 million after tax) gain resulting from the sale of non-utility
assets. The $3.0 million in 1999 was primarily due to income from
performance-based rates which were implemented in Kentucky in 1998. The $5.9
million in 1998 was primarily due to the $3.3 million gain from sale of certain
assets obtained in the merger with UCGC.
Interest charges
Interest charges totaled $43.8 million, $37.1 million and $35.6 million in
2000, 1999 and 1998. The increase in 2000 was primarily due to $3.7 million of
interest being capitalized in 1999 in connection with the significant technology
projects that were placed in service as well as higher average debt outstanding
and higher interest rates in 2000. The increases in total debt outstanding in
2000, 1999 and 1998 were related to funding infrastructure, technology, process
changes and customer support investments. Also in 2000, total debt increased due
to the $32.0 million acquisition of ANG and increased gas costs.
Income taxes
The provision for income taxes was $20.3 million, $9.6 million and $31.8
million for 2000, 1999 and 1998. Changes in income taxes are primarily related
to changes in pre-tax income. For further information regarding income taxes,
see Note 4 of notes to consolidated financial statements.
Net income by segment
The Company operated three business segments in 2000: utility operations,
propane operations, which were sold August 10, 2000, and non-regulated
operations which include the Company's 45 percent interest in WMLLC. The
following table sets forth the net income (loss) of each of these segments for
2000, 1999 and 1998.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Utility................................................. $22,459 $10,800 $43,332
Propane................................................. 2,602 (869) (66)
Non-regulated........................................... 10,857 7,813 11,999
------- ------- -------
Consolidated net income................................. $35,918 $17,744 $55,265
======= ======= =======
</TABLE>
For additional financial information regarding the Company's segments, see
Note 11 of notes to consolidated financial statements and the following
discussion of the "Results of Operations" for each segment.
24
<PAGE> 26
RESULTS OF OPERATIONS -- UTILITY
Key financial and operating data for the Company's utility operations
before intercompany eliminations are highlighted in the following table.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------------------
2000 1999 1998
------------- ------------- -------------
(DOLLARS IN THOUSANDS, EXCEPT PER MCF DATA)
<S> <C> <C> <C>
FINANCIAL
Operating revenues............................. $ 739,951 $ 621,211 $ 739,930
Purchased gas cost............................. 438,587 343,338 438,920
---------- ---------- ----------
Gross profit........................... 301,364 277,873 301,010
Operating expenses............................. 225,703 228,873 200,345
---------- ---------- ----------
Operating income....................... 75,661 49,000 100,665
Other income................................... 3,351 2,763 843
Interest charges............................... 44,156 35,799 33,181
Income taxes................................... 12,397 5,164 24,995
---------- ---------- ----------
Net income............................. $ 22,459 $ 10,800 $ 43,332
========== ========== ==========
OPERATING
Sales volumes (MMcf)........................... 119,470 125,279 136,748
Transportation (MMcf).......................... 80,182 69,877 70,217
---------- ---------- ----------
Total volumes (MMcf)................... 199,652 195,156 206,965
========== ========== ==========
Meters in service, end of year(1)................ 1,096,599 1,037,995 1,004,532
Average gas sales price/Mcf...................... $ 5.91 $ 4.71 $ 5.17
Average cost of gas/Mcf.......................... $ 3.67 $ 2.74 $ 3.21
Average margin per Mcf sold...................... $ 2.24 $ 1.97 $ 1.96
Average transportation revenue/Mcf............... $ .33 $ .35 $ .37
</TABLE>
---------------
(1) Includes 12,273, 12,711, and 14,257 non-regulated irrigation meters for
2000, 1999, and 1998.
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
Operating revenues increased approximately 19 percent to $740.0 million in
2000 from $621.2 million in 1999 due primarily to an increase of 25 percent in
sales price per thousand cubic feet ("Mcf") of gas sold. The increase in sales
price reflects an increase in the commodity cost of gas, which is passed through
to end users, and rate increases implemented in 2000. Sales volumes to all
classes of customers decreased approximately 5.8 billion cubic feet ("Bcf") in
2000 while transportation volumes delivered to industrial and agricultural
customers increased approximately 10.3 Bcf. Total sales and transportation
volumes delivered increased two percent to 199.7 Bcf in 2000, as compared with
195.2 Bcf in 1999.
Gross profit increased by approximately eight percent to $301.4 million in
2000 from $277.9 million in 1999. Factors contributing to the increase in gross
profit were primarily rate increases totaling approximately $12.1 million
implemented in fiscal 2000 and an increase in transportation volumes of 10.3
Bcf.
Operating expenses decreased $3.2 million or one percent to $225.7 million
in 2000. The decrease in operating expenses was due to cost reduction efforts in
response to the warm winter. The cost reductions more than offset increased
reserves for the possible write-off of accounts receivable resulting from a
temporary suspension in service cutoffs and normal efforts to collect past due
receivables in connection with the Company's conversion to the new customer
information and billing system.
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998
Operating revenues decreased approximately 16 percent to $621.2 million in
1999 from $739.9 million in 1998 due to a decrease of eight percent in sales
volumes and a decrease of nine percent in the average sales
25
<PAGE> 27
price per Mcf of gas sold. The decrease in sales price reflects a decrease in
the commodity cost of gas, which is passed through to end users, and rate
decreases implemented in 1998. Sales to weather sensitive residential,
commercial and public authority customers decreased approximately 10.1 Bcf in
1999. Total sales and transportation volumes delivered decreased six percent to
195.2 Bcf in 1999, as compared with 207.0 Bcf in 1998. The volume decrease was
primarily due to lower demand as a result of weather that was 11 percent warmer
in 1999 than in 1998.
Gross profit decreased by approximately eight percent to $277.9 million in
1999 from $301.0 million in 1998. Factors contributing to the lower gross profit
were a decrease in sales volumes of 11.5 Bcf or eight percent due to the effect
of 11 percent warmer weather than in 1998, rate decreases totaling approximately
$1.8 million implemented in fiscal 1998 in Colorado and Virginia and a reserve
of $4.3 million established for deferred gas costs that are not expected to be
recoverable.
Operating expenses increased $28.5 million or 14 percent to $228.9 million
in 1999. The increase in operating expenses was due to the first full year of
operation of the Company's Customer Support Center in Amarillo, process
improvement initiatives related to the new customer information and billing
system and the accounting and human resource systems placed in service during
the year and Year 2000 readiness initiatives. Operation expenses also included
increased reserves of $6.8 million for the possible write-off of accounts
receivable resulting from a temporary suspension in service cutoffs and normal
efforts to collect past due receivables in connection with the Company's
conversion to the new customer information and billing system.
RESULTS OF OPERATIONS -- PROPANE
Key financial and operating data for the propane operations are presented
in the following table.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------
2000(1) 1999 1998
------- ------- -------
(DOLLARS IN THOUSANDS,
EXCEPT PER GALLON DATA)
<S> <C> <C> <C>
FINANCIAL
Operating revenues.................................... $22,550 $22,944 $29,091
Purchased gas cost.................................... 13,028 11,155 17,709
------- ------- -------
Gross profit.................................. 9,522 11,789 11,382
Operating expenses.................................... 10,130 12,332 10,763
------- ------- -------
Operating income (loss)....................... (608) (543) 619
Other income.......................................... 6,090 482 174
Interest charges...................................... 1,319 1,231 897
Income tax expense (benefit).......................... 1,561 (423) (38)
------- ------- -------
Net income (loss)............................. $ 2,602 $ (869) $ (66)
======= ======= =======
OPERATING
Propane heating degree days:
Actual............................................. 3,518 3,440 3,799
% of normal........................................ 87% 85% 94%
Sales volumes (000 gallons):
Retail............................................. 17,349 19,700 17,229
Wholesale.......................................... 1,980 2,591 6,183
------- ------- -------
Total......................................... 19,329 22,291 23,412
======= ======= =======
Average selling price/gallon............................ $ 1.03 $ .88 $ .88
Average cost/gallon..................................... $ .62 $ .44 $ .53
Customers, end of year(1)............................... -- 39,539 37,400
</TABLE>
26
<PAGE> 28
---------------
(1) The amounts for United Cities Propane, Inc. for 2000 represent only 10
months of operations because it was combined with Heritage as discussed in
Note 1 of notes to consolidated financial statements, effective August 10,
2000. At that time it had 40,515 customers.
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
Propane revenues decreased $.3 million from $22.9 million in 1999 to $22.6
million in 2000 primarily due to including only 10 months of operations. The
propane business was combined with Heritage as discussed in Note 1 of notes to
consolidated financial statements, effective August 10, 2000. Subsequently, the
Company's share of propane results are reflected on an equity basis.
Purchased gas cost increased $1.8 million from $11.2 million in 1999 to
$13.0 million in 2000 due primarily to generally higher fuel costs.
Additionally, the average cost per gallon increased $.18 per gallon from $.44
per gallon in 1999 to $.62 per gallon in 2000.
Operating expenses decreased $2.2 million from $12.3 million in 1999 to
$10.1 million in 2000 due primarily to the shorter operating period in 2000.
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998
Propane revenues decreased $6.2 million from $29.1 million in 1998 to $22.9
million in 1999 primarily due to decreased wholesale volumes sold as a result of
the implementation of the Company's plan to exit the wholesale propane supply
and transportation business. Partially offsetting this decrease was an increase
in the retail gallons sold as a result of the acquisitions of Ingas, Inc. in
May, 1998; Harris Propane Gas Company, Inc. in July 1998; Massey Propane Gas
Company and E-Con Gas, Inc. in August 1998 and Shaw LP Gas, Inc. in September
1998. The Company exited the less profitable propane transportation, cylinder
exchange and appliance sales and service businesses in 1999.
Purchased gas cost decreased $6.5 million from $17.7 million in 1998 to
$11.2 million in 1999 due primarily to decreased wholesale volumes sold.
Additionally, the average cost per gallon decreased $.09 per gallon from $.53
per gallon in 1998 to $.44 per gallon in 1999. This decrease was partially
offset by the cost of increased retail gallons sold due to the acquisitions made
during fiscal 1998.
Operating expenses increased $1.5 million from $10.8 million in 1998 to
$12.3 million in 1999 due primarily to the acquisitions made during fiscal 1998.
Interest expense increased $.3 million due to increased debt related to the
acquisitions in 1998 and slightly higher interest rates in 1999.
27
<PAGE> 29
RESULTS OF OPERATIONS -- NON-REGULATED
This segment is currently composed of four parts. Atmos Storage, Inc. owns
underground storage fields in Kansas and Kentucky and provides storage services
to the United Cities Division and the Greeley Division and other non-regulated
customers. Atmos Energy Services, Inc. ("AESI") markets gas to irrigation and
industrial customers in West Texas through Enermart Energy Services Trust
("Enermart") and to industrial customers in Louisiana and is developing plans
for marketing various non-regulated services and products. Atmos Energy
Marketing, LLC, owns the Company's 45 percent investment in WMLLC, a gas
marketing and energy management services business. Atmos Leasing, Inc., leases
buildings and vehicles to the United Cities Division and gas appliances to
residential customers.
Key financial data for the non-regulated segment are set forth below.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------
2000 1999 1998
------- ------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Operating revenues...................................... $96,305 $53,416 $80,672
Purchased gas cost...................................... 81,485 43,284 61,228
------- ------- -------
Gross profit.................................. 14,820 10,132 19,444
Operating expenses...................................... 6,103 4,350 7,849
------- ------- -------
Operating income.............................. 8,717 5,782 11,595
Other income (loss)..................................... 2,565 (96) 4,834
Equity in earnings of unconsolidated investment......... 7,307 7,156 3,920
Interest charges........................................ 1,371 215 1,501
Income taxes............................................ 6,361 4,814 6,849
------- ------- -------
Net income.................................... $10,857 $ 7,813 $11,999
======= ======= =======
Gas Sales (MMcf)
Irrigation............................................ 13,174 9,655 17,018
Industrial............................................ 5,555 5,185 5,607
------- ------- -------
Total......................................... 18,729 14,840 22,625
======= ======= =======
</TABLE>
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
Operating revenues increased 80 percent from $53.4 million in 1999 to $96.3
million in 2000 due primarily to increased West Texas non-regulated irrigation
and industrial sales volumes related to irrigation demand, and secondly, to
higher sales prices reflecting higher gas costs. The increase in irrigation
revenues was due to decreased rainfall during the growing season in West Texas
in 2000.
Operating expenses increased $1.8 million in 2000 primarily due to
increased irrigation volumes and related activity in West Texas.
Other income increased $2.7 million in 2000 from 1999 primarily due to
increased intercompany interest income of $2.2 million in 2000. Equity in
earnings of unconsolidated investment increased $.2 million in 2000 from 1999,
reflecting the Company's 45 percent interest in the earnings of WMLLC. Interest
charges increased $1.2 million due primarily to increased short-term debt in
2000 as compared with 1999.
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998
Operating revenues decreased 34 percent from $80.7 million in 1998 to $53.4
million in 1999 due primarily to decreased West Texas non-regulated irrigation
and industrial revenues. The decrease in irrigation revenues was due to
increased rainfall and cooler summer temperatures in West Texas. Storage
revenues also decreased due to decreased volumes withdrawn from underground
storage as a result of warmer than normal winter weather in Kansas and
Tennessee.
28
<PAGE> 30
Operating expenses decreased $3.5 million in 1999 due primarily to Enermart
entering into an all-inclusive gas transportation service agreement with the
Energas Division which resulted in costs which Enermart had previously
classified as operation expense being classified as cost of gas in 1999.
Decreased irrigation volumes in West Texas and storage withdrawals in Kansas and
Tennessee also reduced operating costs.
Other income decreased $4.9 million in 1999 from 1998 primarily due to a
$3.3 million gain on sale of assets in 1998. Equity in earnings of
unconsolidated investment increased $3.2 million in 1999 from 1998 primarily
because of the $2.4 million of income resulting from WMLLC's adoption of EITF
98-10 in 1999. Interest charges decreased $1.3 million due primarily to
decreased short-term debt in 1999 as compared with 1998.
EQUITY IN EARNINGS OF WMLLC
The Company accounts for its 45 percent investment in WMLLC using the
equity method of accounting. Against the 45 percent of WMLLC's net income before
tax, the Company records the amortization of the excess of the purchase price
over the value of the net tangible assets, amounting to approximately $5.4
million which was allocated to intangible assets consisting of customer
contracts and goodwill, and is being amortized over ten and twenty years, as
well as the provision for income taxes. Upon the closing of the acquisition of
the remaining 55 percent of WMLLC, intangible assets and the related
amortization will increase.
The following table presents the WMLLC financial results recorded by Atmos
for the years ended September 30, 2000, 1999 and 1998. WMLLC has adopted the
calendar year for financial reporting purposes.
<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
--------------------------
2000 1999 1998
------- ------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
WMLLC net income before taxes............................ $16,238 $15,902 $8,711
======= ======= ======
Atmos equity in WMLLC earnings at 45%.................... 7,307 7,156 3,920
Less:
Amortization of excess purchase price.................. 416 407 400
Provision for taxes.................................... 2,490 2,362 1,337
------- ------- ------
Net............................................ $ 4,401 $ 4,387 $2,183
======= ======= ======
</TABLE>
The net income before taxes of WMLLC increased from $8.7 million for 1998,
to $15.9 million for 1999, to $16.2 million for 2000 due to growth in the number
of customers and gas marketing volumes and revenues each year. Additionally,
WMLLC adopted EITF 98-10 in 1999, the effect of which added $2.4 million to the
Company's equity in earnings of unconsolidated investment. As discussed in the
accompanying notes to consolidated financial statements, in fiscal 2001 the
Company plans to adopt SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and to complete the purchase of the remaining 55 percent of
WMLLC. See Item 7A. Quantitative and Qualitative Disclosures About Market
Risk -- Gas Prices below.
FACTORS THAT MAY AFFECT FUTURE PERFORMANCE OF THE COMPANY
The performance of the Company in the future will primarily depend on the
results of its utility operations since utility operations are expected to
continue to be the substantial contributor to the Company's consolidated net
income. Because of the ever changing nature of the energy marketplace, several
factors exist that could influence Atmos' future financial performance. Some of
the most significant factors are described below. They should be considered in
connection with evaluating forward-looking statements contained in this report
and otherwise made by or on behalf of the Company since these factors could
cause actual results and conditions to differ materially from those projected in
these forward-looking statements.
29
<PAGE> 31
National, regional and local economic conditions
The Company's operations will always be affected by the conditions of the
national, regional and local economy, including the recent effects of
substantially higher commodity costs of natural gas. Such higher costs could
lead many customers to conserve in the use of the Company's gas services. In the
case of industrial customers, such as manufacturing plants and agricultural
customers, adverse economic conditions, including higher gas costs, could cause
such customers to use alternative sources of energy such as electricity. Higher
gas costs could also cause more natural gas marketers to enter into competition
for sales of the commodity to certain of the Company's customers.
Regulatory and business trends and decisions
The Company's utility business is subject to various regulated returns on
its rate base in each of the 12 states in which it operates. The Company
monitors the allowed rates of return, its effectiveness in earning such rates,
and initiates rate proceedings or operating changes as needed. The Company
currently has rate proceedings pending before regulatory commissions in
Colorado, Texas and Virginia, the outcome of which cannot be accurately
predicted at this time. In addition, in the normal course of the regulatory
environment, assets are placed in service and historical test periods are
established before rate cases can be filed. Once rate cases are filed,
regulatory bodies have the authority to suspend implementation of the new rates
while studying the cases. Because of this process, the Company must temporarily
suffer the negative financial effects of having placed assets in service without
the benefit of rate relief, which is commonly referred to as "regulatory lag".
Successful implementation of new technologies and systems
In the past two to three years, the Company has made a significant
investment in upgrading its customer support center, its billing systems and its
financial, accounting and human resources computerized systems. The Company is
nearing the completion of the implementation of these technologies and systems
across all of its service areas and shared services at its headquarters. In
connection with the implementation of its customer support center and its new
customer billing system, the Company temporarily suspended its cutoffs and its
normal efforts to collect past due receivables. As discussed below, these
practices resulted in a substantial increase in bad debt expense. However, the
Company has initiated procedures to mitigate such adverse effects of this
transition to new technology and expects bad debt expense to improve in the
upcoming fiscal year. In addition, recognizing the accelerating pace of
technological advances, including the Internet, client server systems, personal
computers and telecommunications, the Company is planning to continue to utilize
such advances in creative ways to better serve its customers and optimize the
efficiency of its operations.
Adverse weather conditions
The Company's natural gas sales volumes and related revenues are directly
correlated with space heating requirements that result from cold winter weather.
Its agricultural sales volumes are associated with the rainfall levels during
the growing season in its West Texas irrigation market. Weather is one of the
most significant factors influencing the Company's performance. However, as was
more fully discussed above, the Company has purchased weather hedges to mitigate
the effect of warmer than historically normal weather in its Texas and Louisiana
service areas. In addition, weather normalized rates are in effect in several of
its jurisdictions which should somewhat mitigate the adverse effects of warmer
or drier than normal weather on the Company's operating results.
Successful completion and integration of pending acquisitions
The Company currently has pending two significant acquisitions, the
acquisition of the assets of the Louisiana Gas Service division of Citizens
Communications Company and LGSN, a wholly-owned subsidiary of Citizens, as well
as the pending acquisition of the remaining 55 percent of WMLLC. The completion
of each of these acquisitions is subject to state and federal regulatory
approval. In addition, the integration of
30
<PAGE> 32
these two acquisitions during the next fiscal year will require a substantial
commitment of financial resources of the Company.
In the LGS and LGSN acquisition, the Company will be required to utilize
bridge financing to fund the purchase, which financing is already in place. This
borrowing will substantially increase the debt to equity ratio in the Company's
balance sheet in the near term. In addition, the acquisition of WMLLC will mean
that the Company, through its Atmos Energy Marketing subsidiary, will have
significantly greater financial exposure through its guaranty of 100 percent of
a $100.0 million credit facility for WMLLC, of which $75.0 million was available
at September 30, 2000, up from 45 percent currently. However, over the long
term, the LGS and LGSN acquisition should help the Company achieve greater
economies of scale, thereby spreading the fixed costs of the utility business
over a larger customer base which is a basic tenet in the Company's plan to
continue to be a low cost provider among its industry peers.
Inflation and increased gas costs
The Company believes that inflation has caused, and will continue to cause
increases in certain operating expenses and has required and will continue to
require assets to be replaced at higher costs. The Company has a process in
place to continually review the adequacy of its gas rates in relation to the
increasing cost of providing service and the inherent regulatory lag in
adjusting those gas rates. Historically, the Company has been able to budget and
control operating expenses and investment within the amounts authorized to be
collected in rates and intends to continue to do so. The ability to control
expenses is an important factor that will influence future results.
In addition, the recent rapid increases in the price of purchased gas will
most likely cause the Company to experience a significant increase in its
short-term debt because the Company must pay suppliers for such gas when it is
purchased which is long before such costs may be recovered through the
collection of monthly customer bills for gas delivered. Also, the increases in
purchased gas costs most likely will mean that more customers will be slow to
pay their gas bills, leading to a buildup in accounts receivable that will be
higher than normal which in turn could lead to higher short-term debt levels.
Hedging and market risk activities
To mitigate the financial risks arising from fluctuations in both the
market price and transportation costs of natural gas, WMLLC routinely enters
into natural gas futures, swaps and options as a method of protecting its
margins on the underlying physical transactions. Such contracts are subject to
rapid fluctuations in the price of natural gas futures. The instruments used are
principally readily marketable exchange-traded futures contracts which are
designated as hedges. The changes in market value of such contracts generally
have a high correlation to the price change of the hedged commodity. In
addition, while not usually material, WMLLC also maintains net open positions
from time to time in terms of price, volume and specified delivery point.
Deregulation or unbundling
The Company is closely monitoring the development of unbundling initiatives
in the natural gas industry. Unbundling is the separation of the provision and
pricing of local distribution gas services into discrete components. It
typically focuses on the separation of the distribution and gas supply
components and the resulting opening of the regulated components of sales
services to alternative unregulated suppliers of those services. Because of its
brand loyalty in its service areas, its enhanced technology and distribution
system infrastructures, the Company believes that it is now positively
positioned as unbundling evolves. Consequently, the Company does not expect
there to be a significant adverse effect on its business should unbundling or
further deregulation of the natural gas distribution service business occur.
31
<PAGE> 33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The risk inherent in the Company's market risk sensitive instruments is the
potential loss arising from adverse changes in natural gas commodity prices and
interest rates as discussed below. The sensitivity analysis does not, however,
consider the effects that such adverse changes may have on overall economic
activity nor do they consider additional actions the Company may take to
mitigate its exposure to such changes. Actual results may differ.
GAS PRICES
The Company purchases natural gas for its regulated and non-regulated
natural gas operations. Substantially all of the cost of gas purchased for
regulated operations is recovered through purchased gas adjustment mechanisms.
The Company has a limited market risk in gas prices related to gas purchases in
the open market at spot prices for sale to non-regulated energy services
customers at fixed prices. As a result, the Company's earnings could be affected
by changes in the price and availability of such gas. As market conditions
dictate, the Company from time to time will lock-in future gas prices using
various hedging techniques including swap agreements with suppliers. The Company
does not use such financial instruments for trading purposes and is not a party
to any leveraged derivatives. Market risk is estimated as a hypothetical 10
percent increase in the portion of the Company's gas cost related to fixed-price
non-regulated sales. Based on projected fiscal 2001 non-regulated gas sales at
fixed prices, such an increase would result in an increase to cost of gas of
approximately $6.2 million in fiscal 2001, before considering the effect of swap
agreements outstanding as of September 30, 2000. As of September 30, 2000, the
Company had entered into swap agreements to lock in gas costs for certain
outstanding fixed-price sales agreements. The Company plans to mitigate the risk
of increased gas purchase costs for fixed-price customers by entering into swap
agreements to lock in purchased gas cost for estimated sales volumes in fiscal
2001.
As discussed in the accompanying notes to consolidated financial
statements, in fiscal 2001 the Company plans to adopt SFAS No. 133 "Accounting
for Derivative Instruments and Hedging Activities" and to complete the purchase
of the remaining 55 percent of WMLLC. WMLLC is a natural gas services and
marketing company which currently follows mark to market accounting under EITF
98-10 for its natural gas commodity and futures positions. The prices of such
gas purchases and futures positions are subject to wide fluctuations at times
due to unpredictable factors such as weather, government policies and global
demand for natural gas and competitive fuels. To reduce price risk caused by
market fluctuations, WMLLC generally follows a policy of hedging its inventories
and related purchase and sale contracts. The instruments used are principally
readily marketable exchange-traded futures contracts which are designated as
hedges. The changes in market value of such contracts generally have a high
correlation to the price changes of the hedged commodity. In addition to the
increased risk exposure due to the completion of the purchase of WMLLC, the
adoption of SFAS No. 133 by WMLLC may affect the Company's earnings volatility.
INTEREST RATES
The Company's earnings are affected by changes in short-term interest rates
as a result of its issuance of short-term commercial paper. If market interest
rates for commercial paper average two percent more in fiscal 2001 than they did
during fiscal 2000, the Company's interest expense would increase by
approximately $3.6 million.
Market risk for fixed-rate long-term obligations is estimated as the
potential increase in fair value resulting from a hypothetical one percent
decrease in interest rates and amounts to approximately $29.1 million based on
discounted cash flow analyses.
As previously discussed, the Company has arranged a $485.0 million
short-term variable rate credit facility at LIBOR plus 75 basis points to
provide bridge financing for the acquisition of LGS in fiscal 2001. The Company
plans to refinance the temporary financing prior to its expiration.
As of September 30, 2000, the Company was not engaged in other activities
which would cause exposure to the risk of material earnings or cash flow loss
due to changes in interest rates, foreign currency exchange rates or market
commodity prices.
32
<PAGE> 34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management is responsible for the preparation, presentation and integrity
of the financial statements and other financial information in this report. The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles and include estimates and judgments
made by management that were necessary to prepare the statements in accordance
with such accounting principles.
The Company maintains a system of internal accounting controls designed to
provide reasonable assurance that assets are safeguarded from loss and that
transactions are executed and recorded in accordance with established
procedures. The concept of reasonable assurance is based on the recognition that
the cost of maintaining a system of internal accounting controls should not
exceed related benefits. The system of internal accounting controls is supported
by written policies and guidelines, internal auditing and the careful selection
and training of qualified personnel.
The financial statements have been audited by the Company's independent
auditors. Their audit was made in accordance with auditing standards generally
accepted in the United States, as indicated in the Report of Independent
Auditors and included a review of the system of internal accounting controls and
tests of transactions to the extent they considered necessary to carry out their
responsibilities for the audit.
Management has considered the internal auditors' and the independent
auditors' recommendations concerning the Company's system of internal accounting
controls and has taken actions that are believed to be cost-effective in the
circumstances to respond appropriately to these recommendations. The Audit
Committee of the Board of Directors meets periodically with the internal
auditors and the independent auditors to discuss the Company's internal
accounting controls, auditing and financial reporting matters.
33
<PAGE> 35
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Atmos Energy Corporation
We have audited the accompanying consolidated balance sheets of Atmos
Energy Corporation at September 30, 2000 and 1999, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended September 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Atmos Energy
Corporation as of September 30, 2000 and 1999, and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended September 30, 2000, in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
Dallas, Texas
November 8, 2000
34
<PAGE> 36
ATMOS ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30,
-----------------------
2000 1999
---------- ----------
(IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C> <C>
ASSETS
Property, plant and equipment............................... $1,546,569 $1,526,834
Construction in progress.................................... 33,234 22,424
---------- ----------
1,579,803 1,549,258
Less accumulated depreciation and amortization.............. 597,457 583,476
---------- ----------
Net property, plant and equipment......................... 982,346 965,782
Current assets
Cash and cash equivalents................................. 7,379 8,585
Accounts receivable, less allowance for doubtful accounts
of $10,589
in 2000 and $9,231 in 1999............................. 114,448 70,564
Inventories............................................... 6,456 8,209
Gas stored underground.................................... 64,222 44,653
Prepayments............................................... 8,101 3,142
---------- ----------
Total current assets.............................. 200,606 135,153
Deferred charges and other assets........................... 165,806 129,602
---------- ----------
$1,348,758 $1,230,537
========== ==========
CAPITALIZATION AND LIABILITIES
Shareholders' equity
Common stock, no par value (stated at $.005 per share);
100,000,000 shares authorized; issued and outstanding:
2000 -- 31,952,340 shares,
1999 -- 31,247,800 shares.............................. $ 160 $ 156
Additional paid-in capital................................ 306,887 293,359
Retained earnings......................................... 83,154 83,231
Accumulated other comprehensive income.................... 2,265 917
---------- ----------
Shareholders' equity.............................. 392,466 377,663
Long-term debt.............................................. 363,198 377,483
---------- ----------
Total capitalization.............................. 755,664 755,146
Current liabilities
Current maturities of long-term debt...................... 17,566 17,848
Short-term debt........................................... 250,047 168,304
Accounts payable.......................................... 73,031 64,167
Taxes payable............................................. 10,844 848
Customers' deposits....................................... 9,923 9,657
Other current liabilities................................. 21,085 25,951
---------- ----------
Total current liabilities......................... 382,496 286,775
Deferred income taxes....................................... 131,619 112,610
Deferred credits and other liabilities...................... 78,979 76,006
---------- ----------
$1,348,758 $1,230,537
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
35
<PAGE> 37
ATMOS ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------------
2000 1999 1998
-------- -------- --------
(IN THOUSANDS,
EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Operating revenues.......................................... $850,152 $690,196 $848,208
Purchased gas cost.......................................... 524,446 390,402 516,372
-------- -------- --------
Gross profit................................................ 325,706 299,794 331,836
Operating expenses
Operation................................................. 140,249 148,065 131,336
Maintenance............................................... 7,648 9,141 10,278
Depreciation and amortization............................. 63,855 56,874 47,555
Taxes, other than income.................................. 28,638 31,475 29,788
-------- -------- --------
Total operating expenses.......................... 240,390 245,555 218,957
-------- -------- --------
Operating income............................................ 85,316 54,239 112,879
Other income
Equity in earnings of unconsolidated investment........... 7,307 7,156 3,920
Other, net................................................ 7,437 2,967 5,851
-------- -------- --------
Total other income................................ 14,744 10,123 9,771
Interest charges, net....................................... 43,823 37,063 35,579
-------- -------- --------
Income before income taxes.................................. 56,237 27,299 87,071
Income taxes................................................ 20,319 9,555 31,806
-------- -------- --------
Net income........................................ $ 35,918 $ 17,744 $ 55,265
======== ======== ========
Basic net income per share.................................. $ 1.14 $ .58 $ 1.85
======== ======== ========
Diluted net income per share................................ $ 1.14 $ .58 $ 1.84
======== ======== ========
Cash dividends per share.................................... $ 1.14 $ 1.10 $ 1.06
======== ======== ========
Weighted average shares outstanding:
Basic..................................................... 31,461 30,566 29,822
======== ======== ========
Diluted................................................... 31,594 30,819 30,031
======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
36
<PAGE> 38
ATMOS ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
------------------- ADDITIONAL OTHER
NUMBER OF STATED PAID-IN COMPREHENSIVE RETAINED
SHARES VALUE CAPITAL INCOME EARNINGS TOTAL
---------- ------ ---------- -------------- -------- --------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1997....... 29,642,437 $148 $251,174 $ -- $ 75,938 $327,260
Net income........................ -- -- -- -- 55,265 55,265
Cash dividends ($1.06 per
share).......................... -- -- -- -- (31,834) (31,834)
Common stock issued:
Restricted stock grant plan..... 114,250 1 2,898 -- -- 2,899
Direct stock purchase plan...... 531,353 3 14,482 -- -- 14,485
ESOP............................ 52,473 -- 1,485 -- -- 1,485
Long-term stock plan for United
Cities Division.............. 55,500 -- 1,533 -- -- 1,533
Outside directors stock-for-fee
plan......................... 2,306 -- 65 -- -- 65
---------- ---- -------- ------ -------- --------
Balance, September 30, 1998....... 30,398,319 152 271,637 -- 99,369 371,158
Comprehensive income:
Net income...................... -- -- -- -- 17,744 17,744
Unrealized holding gains on
investments, net............. -- -- -- 917 -- 917
Cash dividends ($1.10 per
share).......................... -- -- -- -- (33,882) (33,882)
Common stock issued:
Restricted stock grant plan..... 56,850 -- 1,732 -- -- 1,732
Direct stock purchase plan...... 694,905 4 17,429 -- -- 17,433
ESOP............................ 89,435 -- 2,362 -- -- 2,362
Long-term stock plan for United
Cities Division.............. 6,450 -- 150 -- -- 150
Outside directors stock-for-fee
plan......................... 1,841 -- 49 -- -- 49
---------- ---- -------- ------ -------- --------
Balance, September 30, 1999....... 31,247,800 156 293,359 917 83,231 377,663
Comprehensive income:
Net income...................... -- -- -- -- 35,918 35,918
Unrealized holding gains on
investments, net............. -- -- -- 1,348 -- 1,348
Cash dividends ($1.14 per
share).......................... -- -- -- -- (35,995) (35,995)
Common stock:
Direct stock purchase plan...... 440,990 2 8,588 -- -- 8,590
ESOP............................ 258,049 1 4,842 -- -- 4,843
Long-term stock plan for United
Cities Division.............. 4,200 -- 66 -- -- 66
Outside directors stock-for-fee
plan......................... 2,601 1 50 -- -- 51
Cancellation of restricted
stock........................ (1,300) -- (18) -- -- (18)
---------- ---- -------- ------ -------- --------
Balance, September 30, 2000....... 31,952,340 $160 $306,887 $2,265 $ 83,154 $392,466
========== ==== ======== ====== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
37
<PAGE> 39
ATMOS ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------
2000 1999 1998
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.............................................. $ 35,918 $ 17,744 $ 55,265
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization:
Charged to depreciation and amortization........... 63,855 56,874 47,555
Charged to other accounts.......................... 3,065 4,800 5,861
Deferred income taxes (benefit)...................... 18,251 31,874 (3,968)
Gain on sale of non-utility assets................... (5,831) -- (3,335)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable........... (42,613) (35,677) 36,330
(Increase) decrease in inventories................... 2,037 7,010 (2,886)
(Increase) decrease in gas stored underground........ (17,518) 4,256 (787)
(Increase) decrease in prepayments................... (4,930) 488 2,387
Increase in deferred charges and other assets........ (13,053) (12,012) (20,671)
Increase (decrease) in accounts payable.............. 8,643 19,425 (17,884)
Increase (decrease) in taxes payable................. 9,607 (11,888) 8,673
Decrease in customers' deposits...................... (909) (2,372) (3,069)
Decrease in other current liabilities................ (4,866) (4,418) (22,213)
Increase in deferred credits and other liabilities... 2,540 8,594 10,393
--------- --------- ---------
Net cash provided by operating activities.......... 54,196 84,698 91,651
CASH FLOWS USED IN INVESTING ACTIVITIES
Capital expenditures.................................... (75,557) (110,353) (134,989)
Acquisition of Missouri assets of ANG................... (32,000) -- --
Retirements of property, plant and equipment, net....... 957 757 178
Proceeds from sale of assets, net....................... 6,467 -- 15,997
--------- --------- ---------
Net cash used in investing activities........... (100,133) (109,596) (118,814)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-term debt.............. 81,743 101,904 (100,900)
Proceeds from issuance of long-term debt................ -- -- 154,445
Repayment of long-term debt............................. (14,567) (61,000) (16,296)
Cash dividends paid..................................... (35,995) (33,882) (31,834)
Issuance of common stock................................ 13,550 21,726 20,467
--------- --------- ---------
Net cash provided by financing activities....... 44,731 28,748 25,882
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents...... (1,206) 3,850 (1,281)
Cash and cash equivalents at beginning of year............ 8,585 4,735 6,016
--------- --------- ---------
Cash and cash equivalents at end of year.................. $ 7,379 $ 8,585 $ 4,735
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
38
<PAGE> 40
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business -- Atmos Energy Corporation and its subsidiaries
("Atmos" or the "Company") are engaged primarily in the natural gas utility
business as well as certain non-regulated businesses. The Company distributes
through sales and transportation arrangements natural gas to approximately 1.1
million residential, commercial, public authority and industrial customers
through its five regulated utility divisions: Energas Company ("Energas
Division") in Texas; Trans Louisiana Gas Company ("Trans La Division") in
Louisiana; Western Kentucky Gas Company ("Western Kentucky Division") in
Kentucky; Greeley Gas Company ("Greeley Division") in Colorado and Kansas; and
United Cities Gas Company ("United Cities Division") in Illinois, Tennessee,
Iowa, Virginia, Georgia, South Carolina and Missouri. Such business is subject
to federal and state regulation and/or regulation by local authorities in each
of the states in which the utility divisions operate. The Company's shared
services unit is located in Dallas, Texas and its customer support center is
located in Amarillo, Texas. Its non-regulated businesses included propane sales
and includes various energy service businesses as described below.
The Company was formerly engaged in the retail and wholesale distribution
of propane gas through United Cities Propane Gas, Inc. ("Propane"). Propane had
operation and storage centers and storefront offices located in Tennessee,
Kentucky, Virginia and North Carolina with a total company storage capacity of
approximately 2.5 million gallons. On February 15, 2000, the Company entered
into an agreement to form a joint venture which combined its propane operations
with the propane operations of three other companies. The combined joint venture
was named US Propane, L.P. ("US Propane"). On June 15, 2000, US Propane, in
which Atmos is a 19 percent partner, entered into an agreement to combine its
operations with Heritage Holdings, Inc. Upon closing of this transaction, which
occurred in August 2000, US Propane owns all of the general partnership interest
and approximately 34 percent of the limited partnership interest in Heritage
Propane Partners ("Heritage"), a publicly traded master limited partnership. The
Company, through its ownership in US Propane, owns a 6.5 percent interest in
Heritage.
Through Atmos Storage, Inc. ("Storage"), the Company owns and operates
natural gas storage fields in Kentucky and Kansas to supplement natural gas used
by customers of the regulated utility divisions in Kentucky, Tennessee and
Kansas and to provide storage services to other customers including customers in
other states.
Through Atmos Energy Services, Inc., the Company markets gas to industrial
and irrigation customers in West Texas through Enermart Energy Services Trust
("Enermart") and to industrial customers in Louisiana and is developing plans
for marketing various non-regulated services and products.
Through Atmos Energy Marketing, LLC's 45 percent interest in Woodward
Marketing, LLC ("WMLLC"), a limited liability company formed in Delaware with
headquarters in Houston, Texas, the Company is engaged in gas marketing and
energy management services. WMLLC provides gas supply management services to
industrial customers, municipalities and local distribution companies including
the Company's five regulated utility divisions. See Note 2 "Acquisitions" for
further discussion on the planned purchase of the remaining 55 percent interest
in WMLLC by Atmos.
Finally, the Company, through Atmos Leasing Inc. and Atmos Energy
Marketing, LLC, leases real estate and vehicles to the United Cities Division
and leases appliances to residential customers.
Principles of consolidation -- The accompanying consolidated financial
statements include the accounts of Atmos Energy Corporation and its
subsidiaries. Each subsidiary is wholly-owned and intercompany transactions have
been eliminated.
Accounting for unconsolidated investments -- The Company accounts for its
45 percent interest in WMLLC using the equity method of accounting for
investments. Equity in pre-tax earnings of WMLLC
39
<PAGE> 41
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
included in the consolidated statement of income was $7.3 million, $7.2 million
and $3.9 million in 2000, 1999 and 1998. The Company amortizes the excess of the
purchase price over the value of the net tangible assets, amounting to
approximately $5.4 million, which was allocated to intangible assets consisting
of customer contracts and goodwill over 10 and 20 years. In 1999, WMLLC adopted
Emerging Issues Task Force 98-10, "Accounting for Contracts Involved in Energy
Trading and Risk Management Activities," ("EITF 98-10"). EITF 98-10 requires
that energy trading contracts be marked to market (that is, measured at fair
value determined as of the balance sheet date) with the gains and losses
included in earnings and separately disclosed. Atmos' 45 percent after-tax share
of WMLLC's income from the adoption of EITF 98-10 in 1999 was $2.4 million or
$.08 per share.
Subsequent to August 10, 2000 the Company has accounted for its interest in
US Propane using the equity method of accounting.
Regulation -- The Company's utility operations are subject to regulation
with respect to rates, service, maintenance of accounting records and various
other matters by the respective regulatory authorities in the states in which it
operates. Atmos' accounting policies recognize the financial effects of the
ratemaking and accounting practices and policies of the various regulatory
commissions. Regulated utility operations are accounted for in accordance with
Statement of Financial Accounting Standards No. 71, "Accounting for the Effects
of Certain Types of Regulation." This statement requires cost-based rate
regulated entities that meet certain criteria to reflect the authorized recovery
of costs due to regulatory decisions in their financial statements.
The Company records regulatory assets which represent assets which are
being recovered through customer rates or are probable of being recovered
through customer rates. Significant regulatory assets as of September 30, 2000
included the following: merger and integration costs of $30.0 million, net of
related reserve and accumulated amortization and environmental costs of $3.5
million. Regulatory liabilities represent probable future reductions in revenues
associated with amounts that are to be credited to customers through the
ratemaking process. As of September 30, 2000, the Company had recorded a
regulatory liability of $3.7 million for deferred income taxes.
Revenue recognition -- Sales of natural gas are billed on a monthly cycle
basis; however, the billing cycle periods for certain classes of customers do
not necessarily coincide with accounting periods used for financial reporting
purposes. The Company follows the revenue accrual method of accounting for
natural gas revenues whereby revenues applicable to gas delivered to customers,
but not yet billed under the cycle billing method, are estimated and accrued and
the related costs are charged to expense. Estimated losses due to credit risk
are reserved at the time revenue is recognized.
Utility property, plant and equipment -- Utility property, plant and
equipment is stated at original cost net of contributions in aid of
construction. The cost of additions includes direct construction costs, payroll
related costs (taxes, pensions and other fringe benefits), administrative and
general costs and an allowance for funds used during construction (See AFUDC
below). Major renewals and betterments are capitalized while the costs of
maintenance and repairs are charged to expense as incurred. The costs of large
projects are accumulated in construction in progress until the project is
completed. When the project is completed, tested and placed in service, the
balance is transferred to the utility plant in service account included in the
rate base and depreciation begins. Property, plant and equipment is depreciated
at various rates on a straight-line basis over the estimated useful lives of the
assets. The composite rates were 4.1 percent for 2000 and four percent for 1999
and 1998. At the time property, plant and equipment is retired, the cost, plus
removal expenses less salvage, is charged to accumulated depreciation.
Allowance for funds used during construction ("AFUDC") -- AFUDC represents
the estimated cost of funds used to finance the construction of major projects.
Under regulatory practices, the costs are capitalized and included in rate base
for ratemaking purposes when the completed projects are placed in service. No
40
<PAGE> 42
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
interest expense was capitalized during 2000. Interest expense of $3.7 million
and $4.1 million was capitalized in 1999 and 1998. The amounts in 1999 and 1998
were related to the Customer Support Center and customer information, accounting
and human resource technology systems that were completed and placed in service
in 1999.
Non-utility property, plant and equipment -- Balances are stated at cost
and depreciation is computed generally on the straight-line method for financial
reporting purposes.
Inventories -- Inventories consist primarily of materials and supplies and
merchandise held for resale. These inventories are stated at the lower of
average cost or market. Inventories also included propane inventories of
$768,000 at September 30, 1999. Propane is priced at average cost.
Gas stored underground -- Net additions of inventory gas to storage and
withdrawals of inventory gas from storage are priced using the average cost
method for all Atmos utility divisions, except for the United Cities Division,
where it is priced on the first-in first-out method. Gas stored underground and
owned by Storage is priced on the last-in first-out ("LIFO") method. Per the
United Cities Division's purchased gas adjustment ("PGA") clause, the
liquidation of a LIFO layer would be reflected in subsequent gas adjustments in
customer rates and does not affect the results of operations. Noncurrent gas in
storage is classified as property, plant and equipment and is priced at cost.
Income taxes -- Income taxes are provided based on the deferred method,
resulting in income tax assets and liabilities due to temporary differences.
Temporary differences are differences between the tax bases of assets and
liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years. The deferred method
requires the effect of tax rate changes on current and accumulated deferred
income taxes to be reflected in the period in which the rate change was enacted.
The deferred method also requires that deferred tax assets be reduced by a
valuation allowance unless it is more likely than not that the assets will be
realized.
Cash and cash equivalents -- The Company considers all highly liquid debt
instruments purchased with an initial maturity of three months or less to be
cash equivalents.
Deferred charges and other assets -- Deferred charges and other assets at
September 30, 2000 and 1999 include merger and integration costs of $30.0
million and $35.9 million in 2000 and 1999, net of the related reserve for
possible non-recovery and accumulated amortization; the investment in WMLLC of
$17.4 million and $16.0 million in 2000 and 1999; and the indirect investment in
Heritage of $25.0 million in 2000. Also included in deferred charges and other
assets are assets of the Company's qualified defined benefit retirement plans in
excess of the plans' obligations, Company assets related to the nonqualified
retirement plans, unamortized debt expense and deferred compensation expense
related to non-vested restricted stock grants.
Deferred credits and other liabilities -- Deferred credits and other
liabilities at September 30, 2000 and 1999 include customer advances for
construction of $10.9 million and $12.3 million; obligations under other
postretirement benefits of $25.2 million and $19.0 million in 2000 and 1999; and
obligations under the Company's nonqualified retirement plans of $31.0 million
and $22.6 million in 2000 and 1999.
Earnings per share -- The calculation of basic earnings per share is based
on net income divided by the weighted average number of common shares
outstanding. The calculation of diluted earnings per share is based on net
income divided by the weighted average number of shares outstanding plus the
dilutive shares related to the United Cities Division's Long-term Stock Plan and
Atmos' Restricted Stock Grant Plan.
Comprehensive income -- In 1999, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This statement
requires reporting of comprehensive income and its components (revenues,
expenses, gains and losses) in any complete presentation of general purpose
financial statements. Comprehensive income describes all changes, except those
resulting from investments by owners and distributions to owners, in the equity
of a business enterprise from transactions and other events
41
<PAGE> 43
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
including, as applicable, foreign-currency items, minimum pension liability
adjustments and unrealized gains and losses on certain investments in debt and
equity securities. While the primary component of comprehensive income is the
Company's reported net income, the other components of comprehensive income
relate to unrealized gains and losses associated with certain investments held
as available for sale.
Use of estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Weather hedges -- In July 2000, the Company entered into an agreement to
purchase weather hedges for its Texas and Louisiana operations effective for the
2000-2001 heating season. The hedges should mitigate the effects of weather that
is at least seven percent warmer than normal in both Texas and Louisiana while
preserving any upside. The hedges also allow for an adjustment in weighting
between Louisiana and Texas related to the timing of the closing of the
Louisiana acquisition. Collections are limited to a maximum of $25.0 million.
The cost of the hedges, which is limited to the premiums paid of $4.9 million,
is included in Prepayments and is being amortized over the life of the contracts
using the intrinsic value method. At September 30, 2000, the fair value of the
agreements cannot be practicably estimated since the potential impact of warmer
than normal weather for the 2000-2001 heating season cannot be predicted. The
Company has required no collateral from its counterparty under these agreements.
Recently issued accounting standards not yet adopted -- The Company has not
yet adopted Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This Statement will be adopted
effective October 1, 2000. It establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This Statement does not allow
retroactive application to financial statements of prior periods. As a result of
this adoption, the Company will record in the first quarter of fiscal 2001 the
cumulative effect of the change in accounting to other comprehensive income for
derivatives which hedge the variable cash flows of certain forecasted
transactions. The cumulative effect of the change in accounting for the adoption
of this statement is not considered material to the financial position, results
of operations or cash flows of the Company.
Upon completion of the purchase of the remaining 55 percent interest in
WMLLC which currently follows mark to market accounting under EITF 98-10, WMLLC
will be required to adopt SFAS No. 133. The Company and WMLLC are currently in
the process of evaluating the impact of adopting this statement on its reported
financial condition, results of operations and cash flows. See Note 2
"Acquisitions" for further discussion on the planned purchase of the remaining
55 percent interest in WMLLC by Atmos.
Reclassifications -- Certain prior year amounts have been reclassified to
conform with the current year presentation.
2. ACQUISITIONS
In October 1999, the Company entered into a definitive agreement with
Southwestern Energy Company ("Southwestern") to acquire the Missouri natural gas
distribution assets of Associated Natural Gas, a division of Arkansas Western
Gas, which is a wholly-owned subsidiary of Southwestern. On May 31, 2000, the
Company completed the acquisition, which was accounted for as a purchase, of the
Missouri natural gas distribution assets of Southwestern and subsequent thereto,
its operations were included in the Company's consolidated results. Atmos paid
$32.0 million in connection with this acquisition and acquired approximately
48,000 customers. Of the $32.0 million paid in cash, the Company recorded
property, plant and equipment of $52.3 million with a related accumulated
depreciation of $21.7 million, accounts receivable of $1.3 million, inventories
of $.3 million and gas stored underground of $2.0 million. In addition, the
Company recorded
42
<PAGE> 44
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
accounts payable of $.2 million, taxes payable of $.4 million, customer deposits
of $1.2 million and deferred credits of $.4 million.
On April 13, 2000, the Company entered into a definitive agreement to
acquire the gas operations of Louisiana Gas Service Company, a division of
Citizens Communications Company ("Citizens") and LGS Natural Gas Company, a
subsidiary of Citizens, for $375.0 million. This acquisition will add
approximately 279,000 meters and will be accounted for as a purchase. The
acquisition is anticipated to be completed by early 2001, subject to approval by
the Louisiana Public Service Commission and compliance with the
Hart-Scott-Rodino Antitrust Improvements Act.
On August 7, 2000, the Company entered into an agreement with Woodward
Marketing, Inc. to acquire the 55 percent interest in WMLLC that it does not own
in exchange for 1,423,193 restricted shares of Atmos common stock. The
consideration is subject to an upward adjustment if the Company's average share
price does not equal $25 per share during a period immediately prior to the
fifth anniversary of the completion of the acquisition or an earlier change in
control, unless during the period beginning on the first anniversary of the
completion of the acquisition and ending on the fifth anniversary or an earlier
change in control the Company's share price reaches $25 per share for any 30
consecutive trading-day period. The maximum additional shares that could be
issued under the adjustment provision is 232,547 plus an amount to compensate
for dividends paid after the completion of the acquisition. Upon the completion
of the acquisition, the Company's subsidiary's guaranty of WMLLC's short-term
working capital and letter of credit facility of up to $100.0 million, of which
$75.0 million was available at September 30, 2000, will increase from 45 percent
to 100 percent of any amounts outstanding under this facility. This transaction
is subject to approval by the regulatory commissions of six states and
compliance with the Hart-Scott-Rodino Antitrust Improvements Act.
43
<PAGE> 45
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. DEBT
Long-term debt at September 30, 2000 and 1999 consists of the following:
<TABLE>
<CAPTION>
2000 1999
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Unsecured 11.2% Senior Notes, due 2002, payable in annual
installments of $2,000.................................... $ 6,000 $ 8,000
Unsecured 9.76% Senior Notes, due 2004, payable in annual
installments of $3,000.................................... 15,000 18,000
Unsecured 9.57% Senior Notes, due 2006, payable in annual
installments of $2,000.................................... 12,000 14,000
Unsecured 7.95% Senior Notes, due 2006, payable in annual
installments of $1,000.................................... 6,000 7,000
Unsecured 10% Notes, due 2011............................... 2,303 2,303
Unsecured 8.07% Senior Notes, due 2006, payable in annual
installments of $4,000 beginning 2002..................... 20,000 20,000
Unsecured 8.26% Senior Notes, due 2014, payable in annual
installments of $1,818 beginning 2004..................... 20,000 20,000
Medium term notes
Series A, 1995-1, 6.67%, due 2025......................... 10,000 10,000
Series A, 1995-2, 6.27%, due 2010......................... 10,000 10,000
Series A, 1995-3, 6.20%, due 2000......................... 2,000 2,000
Unsecured 6.75% Debentures, due 2028........................ 150,000 150,000
First Mortgage Bonds
Series J, 9.40% due 2021.................................. 17,000 17,000
Series N, 8.69% due 2000.................................. -- 1,000
Series P, 10.43% due 2017................................. 21,250 22,500
Series Q, 9.75% due 2020.................................. 20,000 20,000
Series R, 11.32% due 2004................................. 8,580 10,720
Series T, 9.32% due 2021.................................. 18,000 18,000
Series U, 8.77% due 2022.................................. 20,000 20,000
Series V, 7.50% due 2007.................................. 10,000 10,000
Rental property, propane and other term notes due in
installments through 2013................................. 12,631 14,808
-------- --------
Total long-term debt.............................. 380,764 395,331
Less current maturities..................................... (17,566) (17,848)
-------- --------
$363,198 $377,483
======== ========
</TABLE>
Most of the Senior Notes and First Mortgage Bonds contain provisions that
allow the Company to prepay the outstanding balance in whole at any time,
subject to a prepayment premium. The Senior Note agreements and First Mortgage
Bond indentures provide for certain cash flow requirements and restrictions on
additional indebtedness, sale of assets and payment of dividends. Under the most
restrictive of such covenants, cumulative cash dividends paid after December 31,
1988 may not exceed the sum of accumulated net income for periods after December
31, 1988 plus $15.0 million. At September 30, 2000, approximately $44.7 million
of retained earnings was unrestricted.
As of September 30, 2000, all of the Greeley Division utility plant assets
with a net book value of approximately $176.0 million are subject to a lien
under the 9.4 percent Series J First Mortgage Bonds assumed by the Company in
the acquisition of Greeley Gas Company. Also, substantially all of the United
44
<PAGE> 46
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cities Division utility plant assets, totaling approximately $319.7 million, are
subject to a lien under the Indenture of Mortgage of the Series P through V
First Mortgage Bonds.
Based on the borrowing rates currently available to the Company for debt
with similar terms and remaining average maturities, the fair value of long-term
debt at September 30, 2000 and 1999 is estimated, using discounted cash flow
analysis, to be $368.8 million and $387.7 million.
Maturities of long-term debt at September 30, 2000 are as follows (in
thousands):
<TABLE>
<S> <C>
2001...................................................... $ 17,566
2002...................................................... 15,624
2003...................................................... 21,336
2004...................................................... 18,896
2005...................................................... 17,307
Thereafter................................................ 290,035
--------
$380,764
========
</TABLE>
Short-term debt
At September 30, 2000, short-term debt was composed of $250.0 million of
commercial paper. At September 30, 1999, it was composed of $152.7 million of
commercial paper and $15.6 million outstanding under bank credit facilities. The
weighted average interest rate on short-term borrowings outstanding was 7.0
percent and 5.7 percent at September 30, 2000 and 1999.
COMMITTED CREDIT FACILITIES
The Company has short-term committed credit facilities totaling $800.0
million. One short-term unsecured credit facility, which serves as a backup
liquidity facility for the Company's commercial paper program, is for $300.0
million. This replaces its previous $250.0 million short-term unsecured credit
facility. A second facility is for $15.0 million. These credit facilities are
negotiated at least annually. In addition, on August 3, 2000, the Company
entered into a $485.0 million short-term unsecured credit facility with interest
starting at LIBOR plus 75 basis points which will provide $385.0 million of
bridge financing for the Louisiana acquisition discussed above and $100.0
million for refinancing certain existing debt. No amounts were outstanding under
these credit facilities at September 30, 2000. At September 30, 1999, $12.0
million was outstanding.
UNCOMMITTED CREDIT FACILITIES
The Company also has unsecured short-term uncommitted credit lines from
three banks totaling $90.0 million. There were no borrowings under these
uncommitted credit facilities at September 30, 2000 as compared to $3.6 million
at September 30, 1999. These uncommitted lines expire in May, July and August
2001, and are renewed or renegotiated at least annually. The uncommitted lines
have varying terms and the Company pays no fee for the availability of the
lines. Borrowings under these lines are made on a when- and as-available basis
at the discretion of the banks.
COMMERCIAL PAPER PROGRAM
The Company implemented a $250.0 million commercial paper program in
October 1998 which was then increased to $300.0 million in August 2000. It is
supported by the $300.0 million committed line of credit described above. The
Company's commercial paper was rated A-2 by Standard and Poor's and P-2 by
Moody's. A total of $250.0 million and $152.7 million of commercial paper was
outstanding at September 30, 2000 and 1999.
45
<PAGE> 47
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. INCOME TAXES
The components of income tax expense for 2000, 1999 and 1998 are as
follows:
<TABLE>
<CAPTION>
2000 1999 1998
------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Current
Federal.............................................. $ -- $(18,761) $31,694
State................................................ 2,500 (4,081) 4,503
Deferred
Federal.............................................. 18,611 27,370 (3,352)
State................................................ (345) 5,321 (616)
Investment tax credits................................. (447) (294) (423)
------- -------- -------
$20,319 $ 9,555 $31,806
======= ======== =======
</TABLE>
Deferred income taxes reflect the tax effect of differences between the
basis of assets and liabilities for book and tax purposes. The tax effect of
temporary differences that give rise to significant components of the deferred
tax liabilities and deferred tax assets at September 30, 2000 and 1999 are
presented below:
<TABLE>
<CAPTION>
2000 1999
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Costs expensed for book purposes and capitalized for tax
purposes............................................... $ 382 $ 629
Accruals not currently deductible for tax purposes........ 2,403 12,657
Customer advances......................................... 4,159 4,535
Nonqualified benefit plans................................ 5,595 7,947
Postretirement benefits................................... 11,907 10,356
Unamortized investment tax credit......................... 1,303 1,304
Regulatory liabilities.................................... 3,159 3,159
Tax net operating loss and credit carryforwards........... 34,255 12,504
Other, net................................................ 6,356 4,787
--------- ---------
Total deferred tax assets......................... 69,519 57,878
Deferred tax liabilities:
Difference in net book value and net tax value of
assets................................................. (161,290) (139,324)
Pension funding........................................... (6,708) (5,480)
Gas cost adjustments...................................... (14,130) 3,997
Regulatory assets......................................... (4,462) (4,462)
Cost capitalized for book purposes and expensed for tax
purposes............................................... (8,864) (19,112)
Other, net................................................ (5,684) (6,107)
--------- ---------
Total deferred tax liabilities.................... (201,138) (170,488)
--------- ---------
Net deferred tax liabilities................................ $(131,619) $(112,610)
========= =========
SFAS No. 109 deferred accounts for rate regulated
entities.................................................. $ 1,085 $ 1,896
========= =========
</TABLE>
46
<PAGE> 48
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Reconciliations of the provisions for income taxes computed at the
statutory rate to the reported provisions for income taxes for 2000, 1999 and
1998 are set forth below:
<TABLE>
<CAPTION>
2000 1999 1998
------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
Tax at statutory rate of 35%............................. $19,683 $9,555 $30,474
Common stock dividends deductible for tax reporting...... (774) (701) (695)
State taxes.............................................. 1,677 841 2,526
Other, net............................................... (267) (140) (499)
------- ------ -------
Provision for income taxes............................... $20,319 $9,555 $31,806
======= ====== =======
</TABLE>
The Company has net operating loss carryforwards for federal income tax
purposes amounting to $74.0 million which will expire beginning in the year
2019. The Company also has tax credit carryforwards amounting to $4.1 million,
the majority of which represent alternative minimum tax credits which do not
expire.
5. CONTINGENCIES
Litigation
GREELEY DIVISION
In Colorado, the Greeley Division had been a defendant in several lawsuits
filed as a result of a fire in a building in Steamboat Springs, Colorado on
February 3, 1994. On January 12, 1996, the jury awarded the plaintiffs
approximately $2.5 million in compensatory damages and approximately $2.5
million in punitive damages. The Colorado Court of Appeals reversal of the trial
court verdict and ordering of a new trial was upheld by the Colorado Supreme
Court. A settlement had been reached with five of the claimants, leaving only
three remaining claimants with aggregate claims of approximately $2.0 million.
On April 7, 2000, the Company agreed to settle with the three remaining
claimants for $1.5 million which has been paid by the Company's insurance
carrier, thus effectively concluding this litigation against the Company.
On September 23, 1999, a suit was filed in the District Court of Stevens
County, Kansas, by Quinque Operating Company, Tom Boles and Robert Ditto,
against more than 200 companies in the natural gas industry including the
Company and the Greeley Gas Division. The plaintiffs, who purport to represent a
class consisting of gas producers, royalty owners, overriding royalty owners,
working interest owners and state taxing authorities, accuse the defendants of
underpaying royalties on gas taken from wells situated on non-federal and
non-Indian lands throughout the United States and offshore waters predicated
upon allegations that the defendants' gas measurements are simply inaccurate and
that the defendants failed to comply with applicable regulations and industry
standards over the last 25 years. Although the plaintiffs do not specifically
allege an amount of damages, they contend that this suit is brought to recover
billions of dollars in revenues that the defendants have allegedly unlawfully
diverted from the plaintiffs to themselves. On April 10, 2000, this case was
consolidated for pre-trial proceedings with other similar pending litigation in
federal court in Wyoming in which the Company is also a defendant along with
over 200 other defendants in the case of In Re Natural Gas Royalties Quitam
Litigation. The Company believes that the plaintiffs' claims are lacking in
merit and intends to vigorously defend this action. However, the Company cannot
assess, at this time, the likelihood of whether or not the plaintiffs may
prevail on any one or more of their asserted claims. In any event, the Company
does not expect the final outcome of this case to have a material adverse effect
on the financial condition, the results of operations or the net cash flows of
the Company because the Company believes that it has adequate reserves to cover
any damages that may ultimately be awarded.
47
<PAGE> 49
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
UNITED CITIES PROPANE GAS, INC.
United Cities Propane Gas, Inc., a wholly-owned subsidiary of the Company,
is a party to an action filed June 19, 2000, which is pending in the Circuit
Court of Sevier County, Tennessee. The plaintiffs' claims arise out of injuries
alleged to have been caused by a low-level propane explosion. The plaintiffs
seek to recover damages of $13.0 million. Discovery activities have begun in
this case. The Company denies any wrongdoing and intends to vigorously defend
against the plaintiffs' claims. The Company expects the final outcome of this
case to not have a material adverse effect on the financial condition, the
results of operations or the net cash flows of the Company because the Company
believes that it has adequate insurance coverage for any damages that may
ultimately be awarded.
The Company is a party to other litigation matters and claims that arise
out of the ordinary business of the Company. While the results of these
litigation matters and claims cannot be predicted with certainty, the Company
believes the final outcome of such litigation and claims will not have a
material adverse effect on the financial condition, the results of operations or
the cash flows of the Company because the Company believes that it has adequate
insurance and reserves to cover any damages that may ultimately be awarded.
Guarantees
The Company's wholly-owned subsidiary, Atmos Energy Marketing, LLC ("AEM"),
and Woodward Marketing, Inc. ("WMI"), sole members of WMLLC, act as guarantors
of balances outstanding under a $100.0 million credit facility, of which $75.0
million was available at September 30, 2000 for WMLLC. AEM guarantees the
payment of 45 percent of borrowings under this facility. No borrowing was
outstanding under this credit facility at September 30, 2000; however, related
letters of credit totaling $42.1 million reduced the amount available under this
facility. Upon the closing of the acquisition of WMLLC, AEM's guarantee will
increase from 45 percent to 100 percent. AEM and WMI also act as joint and
several guarantors on payables of WMLLC up to $40.0 million of natural gas
purchases and transportation services from certain suppliers. WMLLC payable
balances outstanding that were subject to these guarantees amounted to $9.7
million at September 30, 2000. Upon the completion of the acquisition by the
Company of the remaining 55 percent of WMLLC, as discussed above, AEM will be
the sole guarantor of all amounts outstanding under the bank facility discussed
above as well as the sole guarantor of all payables of WMLLC of natural gas
purchases and transportation services from suppliers.
Environmental Matters
The United Cities Division is the owner or previous owner of manufactured
gas plant sites in Keokuk, Iowa; Johnson City and Bristol, Tennessee; and
Hannibal, Missouri which were used to supply gas prior to availability of
natural gas. The gas manufacturing process resulted in certain by-products and
residual materials including coal tar. The manufacturing process used by the
Company was an acceptable and satisfactory process at the time such operations
were being conducted. Under current environmental protection laws and
regulations, the Company may be responsible for response actions with respect to
such materials if response actions are necessary.
As of September 30, 2000, the Company has a remaining accrual of $0.8
million for the investigations of the Johnson City and Bristol, Tennessee and
Hannibal, Missouri sites. As of September 30, 2000, the Company has incurred
costs of approximately $0.9 million for these sites.
IOWA SITE
In June 1995, UCGC entered into an agreement to pay $1.8 million to Union
Electric Company, now Ameren, whereby Union Electric agreed to assume
responsibility for UCGC's continuing investigation and environmental response
action obligations for soil contamination as outlined in the feasibility study
related to a
48
<PAGE> 50
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
former manufactured gas plant in Keokuk. The $1.8 million was paid in five
annual installments, with the last installment being paid in July 1999. In a
rate case effective June 1, 1996, UCGC began collecting increased rates,
reflecting a 10-year amortization of the $1.8 million payment to Union Electric
which will continue until May 31, 2006.
TENNESSEE SITES
United Cities Gas Company ("UCGC") and the Tennessee Department of
Environment and Conservation entered into a consent order effective January 23,
1997, for the purpose of facilitating the investigation, removal and remediation
of the Johnson City site. UCGC began the implementation of the consent order in
the first quarter of 1997 which continued through September 30, 2000. The
investigative phase of the work at the site has been completed.
The Company is unaware of any information which suggests that the Bristol
site gives rise to a present health or environmental risk as a result of the
manufactured gas process or that any response action will be necessary.
The Tennessee Regulatory Authority granted UCGC permission to defer, until
its next rate case, all costs incurred in Tennessee in connection with state and
federally mandated environmental control requirements.
MISSOURI SITE
On July 22, 1998, Atmos entered into an Abatement Order on Consent with the
Missouri Department of Natural Resources addressing the former manufactured gas
plant located in Hannibal, Missouri. Atmos, through its United Cities Division,
agreed in the order to perform a removal action, a subsequent site evaluation
and to reimburse the response costs incurred by the state of Missouri in
connection with the property. The removal action was conducted and completed in
August 1998, and the site evaluation field work was conducted in August 1999. A
risk assessment for the site is currently being performed. On March 9, 1999, the
Missouri Public Service Commission issued an Order authorizing Atmos to defer
the costs associated with this site until March 9, 2001. Atmos plans to seek a
renewal of this Order.
KANSAS SITES
Atmos is currently conducting investigation and remediation activities
pursuant to Consent Orders between the Kansas Department of Health and
Environment and UCGC. The Orders provide for the investigation and remediation
of mercury contamination at gas pipeline sites which utilize or formerly
utilized mercury meter equipment in Kansas. As of September 30, 2000, based upon
available current information, the Company has a remaining accrual of $280,000
for recovery. In addition, as of September 30, 2000, the Company has incurred
costs of $130,000 for these sites. The Kansas Corporation Commission has
authorized the Company to defer these costs and seek recovery in a future rate
case.
The Company is a party to other environmental matters and claims that arise
out of the ordinary business of the Company. While the ultimate results of
response actions to these environmental matters and claims cannot be predicted
with certainty, the management of the Company believes the final outcome of such
response actions will not have a material adverse effect on the financial
condition, the results of operations or the cash flows of the Company because
the Company believes that the expenditures related to such response actions will
either be recovered through rates, shared with other parties or covered by
adequate insurance or reserves.
49
<PAGE> 51
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. COMMON STOCK AND STOCK OPTIONS
Shareholders' Rights Plan
On November 12, 1997, the Board of Directors approved a new Rights
Agreement which became effective upon the expiration of the then existing Rights
Agreement on May 10, 1998 which was subsequently amended on August 11, 1999.
Under the Rights Agreement, each right ("Right") will entitle the holder
thereof, until May 10, 2008 or the date of redemption of the Rights, to buy one
share of Common Stock of the Company at the exercise price of $80.00, subject to
adjustment. At no time will the Rights have any voting rights. The exercise
price payable and the number of shares of Common Stock or other securities or
property issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution. At the date upon which the rights become
separate from the Company's Common Stock (the "Distribution Date"), the Company
will issue one right with each share of Common Stock that becomes outstanding so
that all shares of Common Stock will have attached Rights. After the
Distribution Date, the Company may issue Rights when it issues Common Stock if
the Board deems such issuance to be necessary or appropriate.
The Rights will separate from the Common Stock and a Distribution Date will
occur upon the occurrence of certain events specified in the Agreement,
including but not limited to, the acquisition by certain persons of at least 15
percent of the beneficial ownership of the Company's Common Stock. The Rights
have certain anti-takeover effects and may cause substantial dilution to a
person or entity that attempts to acquire the Company on terms not approved by
the Board of Directors except pursuant to an offer conditioned upon a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
because, prior to the time that the Rights become exercisable or transferable,
the Rights may be redeemed by the Company at $.01 per Right.
Shares issued under various plans
The following table presents the number of shares issued under various
plans in 2000 and 1999, as well as the number of shares available for future
issuance at September 30, 2000.
<TABLE>
<CAPTION>
SHARES AVAILABLE
SHARES ISSUED FOR ISSUANCE AT
----------------- SEPTEMBER 30,
2000 1999 2000
------- ------- ----------------
<S> <C> <C> <C>
Restricted Stock Grant Plan......................... -- 56,850 732,750
Employee Stock Ownership Plan....................... 258,049 89,435 161,009
Direct Stock Purchase Plan.......................... 440,990 694,905 1,785,897
Outside Directors Stock-For-Fee Plan................ 2,601 1,841 37,937
United Cities Long-Term Stock Plan.................. 4,200 6,450 183,850
Long-Term Incentive Plan............................ -- -- 1,500,000
Equity Incentive and Deferred Compensation Plan for
Non-Employee Directors............................ -- -- 150,000
</TABLE>
Restricted Stock Grant Plan
The Company's Restricted Stock Grant Plan ("Plan") for management and key
employees of the Company, which became effective October 1, 1987 and was amended
and restated in February 1998, provides for awards of common stock that are
subject to certain restrictions. The Plan is administered by the Board of
Directors. The members of the Board who are not employees of the Company make
the final determinations regarding participation in the Plan, awards under the
Plan and restrictions on the restricted stock awarded. The restricted stock may
consist of previously issued shares purchased on the open market or shares
issued directly from the Company. During 1998, the Company increased the number
of shares of its common stock that may be issued under the Plan by 650,000
shares. Compensation expense of $2,348,000, $1,595,000 and
50
<PAGE> 52
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
$1,238,000 was recognized in 2000, 1999 and 1998 in connection with the vesting
of shares awarded under the Plan.
Employee Stock Ownership Plan
Prior to January 1, 1999, Atmos had an Employee Stock Ownership Plan
("ESOP") and the United Cities Division had a 401(k) savings plan. The ESOP was
amended effective January 1, 1999, as is more fully discussed in Note 7.
Direct Stock Purchase Plan
The Company also has a Direct Stock Purchase Plan ("DSPP"). Participants in
the DSPP may have all or part of their dividends reinvested at a three percent
discount from market prices. DSPP participants may purchase additional shares of
Company common stock as often as weekly with voluntary cash payments of at least
$25, up to an annual maximum of $100,000.
Outside Directors Stock-For-Fee Plan
In November 1994, the Board adopted the Outside Directors Stock-for-Fee
Plan which was approved by the shareholders of the Company in February 1995 and
was amended and restated in November 1997. The plan permits non-employee
directors to receive all or part of their annual retainer and meeting fees in
stock rather than in cash.
Equity Incentive and Deferred Compensation Plan for Non-Employee Directors
In November 1998, the Board adopted the Equity Incentive and Deferred
Compensation Plan for Non-Employee Directors (the "Directors Compensation Plan")
which was approved by the shareholders of the Company in February 1999. Such
plan represents an amendment to the Atmos Energy Corporation Deferred
Compensation Plan for Outside Directors adopted by the Company on May 10, 1990
and replaced the pension payable under the Company's Retirement Plan for
Non-Employee Directors. Only non-employee directors of the Company are eligible
to participate in the Directors Compensation Plan, the purpose of which is to
provide non-employee directors with the opportunity to defer receipt of
compensation for services rendered to the Company, invest deferred compensation
into either a cash account or a stock account and to receive an annual grant of
share units for each year of service on the Board.
Stock-Based Compensation Plans
The Company has two stock-based compensation plans that provide for the
granting of stock options to officers, key employees and non-employee directors.
The objectives of these plans include attracting and retaining the best
personnel, providing for additional performance incentives and promoting the
success of the Company by providing employees the opportunity to acquire common
stock.
United Cities Long-Term Stock Plan
Prior to the merger with Atmos, certain United Cities Gas Company officers
and key employees participated in the United Cities Long-Term Stock Plan
implemented in 1989. At the time of the merger on July 31, 1997, Atmos adopted
this plan by registering a total of 250,000 shares of Atmos stock to be issued
under the Long-Term Stock Plan for the United Cities Division. Under this plan,
incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock or any combination thereof may be granted to officers and key
employees of the United Cities Division. Options granted under the plan become
exercisable at a rate of 20 percent per year and expire 10 years after the date
of grant. During 2000, 4,200 options were exercised under the plan. At September
30, 2000, there were 34,850 options outstanding, of
51
<PAGE> 53
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
which 31,850 options had vested. No incentive stock options, nonqualified stock
options, stock appreciation rights or restricted stock have been granted under
the plan since 1996.
Long-Term Incentive Plan
On August 12, 1998, the Board of Directors approved and adopted the 1998
Long-Term Incentive Plan (the "LTIP"), which became effective October 1, 1998
after approval by the shareholders of the Company. The LTIP represents a part of
the Company's Total Rewards strategy which the Company developed as a result of
a study it conducted of all employee, executive and non-employee director
compensation and benefits. The LTIP is a comprehensive, long-term incentive
compensation plan providing for discretionary awards of incentive stock options,
non-qualified stock options, stock appreciation rights, bonus stock, restricted
stock and performance-based stock to help attract, retain and reward employees
and non-employee directors of the Company and its subsidiaries.
The Company is authorized to grant awards for up to a maximum of 1,500,000
shares of common stock under the LTIP subject to certain adjustment provisions.
The option price is equal to the market price of the Company's stock at the date
of grant. The stock options expire 10 years from the date of the grant, and
options vest annually over a service period ranging from one to three years.
During 2000, no options were exercised under the plan. At September 30, 2000,
the Company had 658,500 options outstanding under the LTIP at an exercise price
ranging from $14.68 to $25.66.
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123") was issued. This
statement establishes a fair value-based method of accounting for employee stock
options or similar equity instruments and encourages, but does not require, all
companies to adopt that method of accounting for all of their employee stock
compensation plans. SFAS 123 allows companies to continue to measure
compensation cost for employee stock options or similar equity instruments using
the intrinsic value method of accounting described in Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). The
Company has elected to continue using the intrinsic value method as prescribed
by APB 25. Under this method no compensation cost for stock options is
recognized for stock option awards granted at or above fair market value.
Because of the limited nature of the Company's stock-based compensation
plans, the pro forma effects of applying SFAS 123 would have less than a $.01
per diluted share effect on earnings per share or approximately $241,000 and
$84,000 for 2000 and 1999.
7. EMPLOYEE RETIREMENT AND STOCK OWNERSHIP PLANS
Defined benefit plans
Prior to January 1, 1999, the Company had four defined benefit pension
plans covering the Western Kentucky Division employees, the Greeley Division
employees, the United Cities Division employees and the fourth covering all
other Atmos employees. The plans provided similar benefits to all employees
which were based upon years of service and the highest paid five consecutive
calendar years of compensation within the last 10 years of employment.
Effective January 1, 1999, the plans were merged into the Western Kentucky
Gas plan which was amended and restated as the Atmos Pension Account Plan which
covers all employees of the Company. Opening account balances were established
for participants as of January 1, 1999 equal to the present value of their
respective accrued benefits under the pension plans as of December 31, 1998. The
Pension Account Plan credits an allocation to each participant's account at the
end of each year according to a formula based on the participant's age, service
and total pay (excluding incentive pay).
52
<PAGE> 54
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Pension Account Plan provides for an additional annual allocation based
upon a participant's age as of January 1, 1999 for those participants who were
participants in the prior pension plans. The plan will credit this additional
allocation each year through December 31, 2008. In addition, at the end of each
year, a participant's account will be credited with interest on the employee's
prior year account balance. A special grandfather benefit also applies through
December 31, 2008, for participants who were at least age 50 as of January 1,
1999, and who were participants in one of the prior plans on December 31, 1998.
Participants are fully vested in their account balances after five years of
service and may choose to receive their account balances as a lump sum or an
annuity. The obligations shown herein reflect the changes which were effective
January 1, 1999.
The Company's funding policy is to contribute annually an amount in
accordance with the requirements of the Employee Retirement Income Security Act
of 1974. Contributions are intended to provide not only for benefits attributed
to service to date but also for those expected to be earned in the future.
The Company records the accrued pension asset in deferred charges and other
assets. The following table sets forth the total for the Pension Account Plan's
funded status for 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year................... $200,465 $218,245
Service cost.............................................. 2,352 4,232
Interest cost............................................. 14,573 14,696
Actuarial (gain) loss..................................... 5,039 (21,390)
Acquisition/merger........................................ 5,156 --
Benefits paid............................................. (17,433) (15,318)
-------- --------
Benefit obligation at end of year......................... 210,152 200,465
Change in plan assets:
Fair value of plan assets at beginning of year............ 282,498 286,708
Actual return on plan assets.............................. 9,277 11,108
Acquisition/merger........................................ 5,156 --
Benefits paid............................................. (17,433) (15,318)
-------- --------
Fair value of plan assets at end of year.................. 279,498 282,498
-------- --------
Funded status............................................... 69,346 82,033
Unrecognized transition asset............................... (362) (625)
Unrecognized prior service cost............................. (8,878) (9,680)
Unrecognized net gain....................................... (24,004) (48,780)
-------- --------
Accrued pension asset....................................... $ 36,102 $ 22,948
======== ========
</TABLE>
<TABLE>
<CAPTION>
2000 1999 1998
----- ----- ----
<S> <C> <C> <C>
Weighted average assumptions for end of year disclosure:
Discount rate............................................. 8.0% 7.5% 7.0%
Rate of compensation increase............................. 4.0% 4.0% 4.0%
Expected return on plan assets............................ 10.0% 10.0% 9.0%
</TABLE>
The plan assets consist primarily of investments in common stocks, interest
bearing securities and interests in commingled pension trust funds.
53
<PAGE> 55
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
In the 1998 annual report the defined benefit plans were grouped with the
Supplemental Executive Benefits Plans. In the 2000 and 1999 annual report they
are presented separately. Net periodic pension cost for the Pension Account Plan
for 2000, 1999 and 1998 included the following components:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Components of net periodic pension cost:
Service cost....................................... $ 2,352 $ 4,232 $ 5,256
Interest cost...................................... 14,573 14,696 15,655
Expected return on assets.......................... (27,403) (27,846) (23,249)
Amortization of:
Transition obligation(asset).................... (263) (248) (241)
Prior service cost.............................. (802) (703) 851
Actuarial (gain)................................ (1,610) (1,487) (1,225)
-------- -------- --------
Net periodic pension cost.................. (13,153) (11,356) (2,953)
Curtailment (gain) and special termination
benefits........................................... -- -- (1,840)
-------- -------- --------
Total pension cost accruals................ $(13,153) $(11,356) $ (4,793)
======== ======== ========
</TABLE>
Supplemental Executive Benefits Plans
The Company has a nonqualified Supplemental Executive Benefits Plan
("Supplemental Plan") which provides additional pension, disability and death
benefits to the officers and certain other employees of the Company. The
Supplemental Plan was amended and restated in August 1998. In addition, in
August 1998, the Company adopted the Performance-Based Supplemental Executive
Benefits Plan which covers all employees who become officers or business unit
presidents after August 12, 1998.
The Company records accrued pension cost in deferred credits and other
liabilities. The following table sets forth the total for the Supplemental
Plans' funded status for 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year................... $ 38,825 $ 36,770
Service cost.............................................. 937 1,151
Interest cost............................................. 2,916 2,488
Actuarial loss............................................ 6,482 331
Benefits paid............................................. (1,734) (1,915)
-------- --------
Benefit obligation at end of year......................... 47,426 38,825
Change in plan assets:
Fair value of plan assets at beginning of year............ -- --
Employer contribution..................................... 1,734 1,915
Benefits paid............................................. (1,734) (1,915)
-------- --------
Fair value of plan assets at end of year.................. -- --
-------- --------
Funded status............................................... (47,426) (38,825)
Unrecognized transition asset............................... 388 484
Unrecognized prior service cost............................. 7,815 8,837
Unrecognized net loss....................................... 8,220 6,886
-------- --------
Accrued pension cost........................................ $(31,003) $(22,618)
======== ========
</TABLE>
54
<PAGE> 56
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
2000 1999 1998
----- ----- ----
<S> <C> <C> <C>
Weighted average assumptions for end of year disclosure:
Discount rate............................................. 8.0% 7.5% 7.0%
Rate of compensation increase............................. 4.0% 4.0% 4.0%
Expected return on plan assets............................ 10.0% 10.0% 9.0%
</TABLE>
Assets for the Supplemental Plans are held in the Company's rabbi trusts
(see Note 12) and consist primarily of investments in equity mutual funds. The
market value of the rabbi trusts amounted to $28.6 million and $26.1 million at
September 30, 2000 and 1999. The assets in the rabbi trusts are included on the
Company's balance sheet under deferred charges and other assets and are not
presented above as plan assets.
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the Supplemental Plans with accumulated benefit
obligations in excess of plan assets were $47.4 million, $41.1 million and none,
as of September 30, 2000, and $38.8 million, $32.8 million and none, as of
September 30, 1999.
Net periodic pension cost for the Supplemental Plans for 2000, 1999 and
1998 included the following components:
<TABLE>
<CAPTION>
2000 1999 1998
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Components of net periodic pension cost:
Service cost............................................. $ 937 $1,151 $ 505
Interest cost............................................ 2,916 2,488 2,246
Amortization of:
Transition obligation................................. 96 96 96
Prior service cost.................................... 1,022 1,022 810
Actuarial loss........................................ 215 216 133
------ ------ ------
Net periodic pension cost........................ $5,186 $4,973 $3,790
====== ====== ======
</TABLE>
Employee Stock Ownership Plan
Atmos sponsors an ESOP for all employees of the Company. Effective January
1, 1999 the ESOP was amended to provide for deferral of a portion of a
participant's salary of up to 21 percent. In addition, among other changes to
the ESOP, participants are provided with automatic matching contributions of 100
percent of each participant's salary reduction up to 4 percent of the
participant's salary and are provided the option of taking out loans against
their ESOP accounts subject to certain restrictions. Each participant enters
into a salary reduction agreement with the Company pursuant to which the
participant's salary is reduced by an amount not more than 21 percent. Taxes on
the amount by which the participant's salary is reduced are deferred pursuant to
Section 401(k) of the Internal Revenue Code. The amount of the salary reduction
is contributed by the Company to the ESOP for the account of the participant.
Matching contributions to the ESOP were expensed as incurred and amounted to
$3.0 million, $2.4 million, and $1.8 million for 2000, 1999 and 1998. The
directors may also approve discretionary contributions, subject to the
provisions of the Internal Revenue Code of 1986 and applicable regulations of
the Internal Revenue Service. No discretionary contributions were made for 2000,
1999, nor 1998.
401(k) Savings plan
Prior to January 1, 1999, the Company sponsored a 401(k) savings plan for
the United Cities Division employees. The Company made fixed matching
contributions of $102,000 for the three months ended
55
<PAGE> 57
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
December 31, 1998, $648,000 for the nine months ended September 30, 1998 and
$694,000 for the year ended December 31, 1997. In addition, a discretionary
matching contribution of $227,000 was made for 1998. The 401(k) savings plan was
merged into the ESOP effective January 1, 1999, and the United Cities Division
employees have subsequently received the same benefits as other Atmos employees.
8. OTHER POSTRETIREMENT BENEFITS
Prior to January 1, 1999, Atmos sponsored two postretirement plans other
than pensions. Each provided health care benefits to retired employees. One
provided benefits to the United Cities Division retirees and the other provided
medical benefits to all other retired Atmos employees.
Effective January 1, 1999, the United Cities plan was merged into the Atmos
plan and began providing benefits to future retirees that are essentially the
same as provided to other Atmos employees. The obligation as of September 30,
1999 reflects this plan change.
Substantially all of the Company's employees become eligible for these
benefits if they reach retirement age while working for the Company and attain
certain specified years of service. In addition, participant contributions are
required under the plan.
The Company records the accrued postretirement cost primarily in deferred
credits and other liabilities. The following table sets forth the total
liability currently recognized for the postretirement plan other than pensions:
<TABLE>
<CAPTION>
2000 1999
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year................... $ 56,832 $ 64,494
Service cost.............................................. 2,543 2,150
Interest cost............................................. 4,119 4,360
Plan participants' contributions.......................... 653 763
Actuarial (gain) loss..................................... 170 (10,195)
Acquisitions/divestitures................................. 2,593 --
Benefits paid............................................. (3,881) (4,740)
-------- --------
Benefit obligation at end of year......................... 63,029 56,832
Change in plan assets:
Fair value of plan assets at beginning of year............ 9,964 6,380
Actual return on plan assets.............................. 809 377
Employer contribution..................................... 4,118 7,184
Plan participants' contribution........................... 653 763
Acquisitions/divestitures................................. 209 --
Benefits paid............................................. (3,881) (4,740)
-------- --------
Fair value of plan assets at end of year.................. 11,872 9,964
-------- --------
Funded status............................................... (51,157) (46,868)
Unrecognized transition obligation.......................... 20,221 21,732
Unrecognized prior service cost............................. 2,574 3,094
Unrecognized net (gain)..................................... (2,306) (2,300)
-------- --------
Accrued postretirement cost................................. $(30,668) $(24,342)
======== ========
</TABLE>
56
<PAGE> 58
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Weighted average assumptions for end of year disclosure:
Discount rate............................................. 8.0% 7.5% 7.0%
Expected return on plan assets............................ 5.3% 5.3% 5.3%
Initial trend rate........................................ 8.0% 9.0% 9.0%
Ultimate trend rate....................................... 5.0% 5.0% 4.5%
Number of years from initial to ultimate trend............ 4 5 6
</TABLE>
Net periodic postretirement cost for the combined postretirement benefit
plans for 2000, 1999 and 1998 included the following components:
<TABLE>
<CAPTION>
2000 1999 1998
------ ------ -------
(IN THOUSANDS)
<S> <C> <C> <C>
Components of net periodic postretirement cost:
Service cost............................................ $2,543 $2,150 $ 1,659
Interest cost........................................... 4,119 4,360 3,809
Expected return on assets............................... (540) (349) (235)
Amortization of:
Transition obligation................................ 1,511 1,511 1,862
Prior service cost................................... 520 520 269
Actuarial (gain) loss................................ (94) 648 (58)
------ ------ -------
Net periodic postretirement cost................ 8,059 8,840 7,306
Curtailment loss and special termination benefits....... -- -- 5,915
------ ------ -------
Total postretirement cost accruals.............. $8,059 $8,840 $13,221
====== ====== =======
</TABLE>
Assumed health care cost trend rates have a significant effect on the
amounts reported for the plans. A one-percentage point change in assumed health
care cost trend rates would have the following effects on the latest actuarial
calculations:
<TABLE>
<CAPTION>
1-PERCENTAGE 1-PERCENTAGE
POINT INCREASE POINT DECREASE
-------------- --------------
(IN THOUSANDS)
<S> <C> <C>
Effect on total of service and interest cost components... $ 999 $ (829)
Effect on postretirement benefit obligation............... $6,014 $(5,191)
</TABLE>
The Company is currently recovering other postretirement benefits ("OPEB")
costs through its regulated rates under SFAS No. 106 accrual accounting in
Colorado, Kansas, the majority of its Texas service area and Kentucky. It
receives rate treatment as a cost of service item for OPEB costs on the
pay-as-you-go basis in Louisiana. OPEB costs have been specifically addressed in
rate orders in each jurisdiction served by the United Cities Division or have
been included in a rate case and not disallowed. However, the Company was
required to recover the portion of the UCGC transition obligation applicable to
Virginia operations over 40 years, rather than 20 years, as in other states.
Management believes that accrual accounting in accordance with SFAS No. 106 is
appropriate and will continue to seek rate recovery of accrual-based expenses in
its ratemaking jurisdictions that have not yet approved the recovery of these
expenses.
9. EARNINGS PER SHARE
Basic earnings per share has been computed by dividing net income for the
period by the weighted average number of common shares outstanding during the
period. Diluted earnings per share has been computed by dividing net income for
the period by the weighted average number of common shares
57
<PAGE> 59
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
outstanding during the period adjusted for restricted stock and other
contingently issuable shares of common stock. Net income for the years ended
September 30, 2000, 1999 and 1998 for basic and diluted earnings per share are
the same, as there were no contingently issuable shares of stock whose issuance
would have impacted net income. A reconciliation between basic and diluted
weighted average common shares outstanding at September 30 follows:
<TABLE>
<CAPTION>
2000 1999 1998
------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
Weighted average common shares -- basic.................... 31,461 30,566 29,822
Effect of dilutive securities:
Restricted stock......................................... 125 238 199
Stock options............................................ 8 15 10
------ ------ ------
Weighted average common shares -- diluted.................. 31,594 30,819 30,031
====== ====== ======
</TABLE>
10. STATEMENT OF CASH FLOWS SUPPLEMENTAL DISCLOSURES
Supplemental disclosures of cash flow information for 2000, 1999 and 1998
are presented below.
<TABLE>
<CAPTION>
2000 1999 1998
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash paid (received) for
Interest.............................................. $46,243 $40,446 $29,980
Income taxes.......................................... $(7,989) $(7,184) $25,598
</TABLE>
In connection with the Company's transaction related to the sale of its
propane business (see Note 1 of notes to consolidated financial statements), the
Company contributed property, plant and equipment of $38.9 million with a
related accumulated depreciation of $17.1 million and deferred charges and other
assets of $3.9 million in exchange for an indirect investment in Heritage
Propane Partners. In addition, the Company received net proceeds of $6.5 million
and recorded a gain on the transaction of $5.8 million.
11. SEGMENT INFORMATION
In fiscal 1999, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No.
131 established standards for the way that public business enterprises report
information about operating segments in annual financial statements and requires
that those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. The determination of
reportable segments under SFAS No. 131 differs from that required in previous
years; therefore, business segment information for 1998 has been restated to
comply with the provisions of SFAS No. 131.
The Company's determination of reportable segments considers the strategic
operating units under which the Company manages sales of various products and
services to customers in differing regulatory environments. The accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. All intersegment sales prices are market based.
The Company evaluates performance based on net income or loss of the respective
operating units.
In accordance with SFAS No. 131, the Company has identified the Utility,
Propane and Non-regulated segments, as described in Note 1.
58
<PAGE> 60
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Summarized financial information concerning the Company's reportable
segments is shown in the following table:
<TABLE>
<CAPTION>
NON-
UTILITY PROPANE REGULATED TOTAL
---------- ------- --------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
As of and for the year ended September 30, 2000:
Operating revenues............................... $ 739,951 $22,550 $96,305 $ 858,806
Intersegment revenues............................ 5,116 -- 3,538 8,654
Depreciation and amortization.................... 60,120 2,343 1,392 63,855
Operating income (loss).......................... 77,207 (608) 8,717 85,316
Equity in earnings of unconsolidated
investment..................................... -- -- 7,307 7,307
Interest charges, net............................ 42,096 995 732 43,823
Net income....................................... 22,459 2,602 10,857 35,918
Total assets..................................... 1,253,023 17,286 95,008 1,365,317
Equity investment in unconsolidated investees.... -- -- 42,330 42,330
Expenditures for additions to long-lived
assets......................................... 105,012 607 521 106,140
As of and for the year ended September 30, 1999:
Operating revenues............................... 621,211 22,944 53,416 697,571
Intersegment revenues............................ 3,898 -- 3,477 7,375
Depreciation and amortization.................... 52,503 2,954 1,417 56,874
Operating income (loss).......................... 49,000 (543) 5,782 54,239
Equity in earnings of unconsolidated
investment..................................... -- -- 7,156 7,156
Interest charges, net............................ 35,799 1,231 33 37,063
Net income (loss)................................ 10,800 (869) 7,813 17,744
Total assets..................................... 1,152,469 16,694 77,933 1,247,096
Equity investment in unconsolidated investee..... -- -- 15,973 15,973
Expenditures for additions to long-lived
assets......................................... 108,454 1,550 349 110,353
As of and for the year ended September 30, 1998:
Operating revenues............................... 739,930 29,091 80,672 849,693
Intersegment revenues............................ 1,485 -- -- 1,485
Depreciation and amortization.................... 43,324 2,324 1,907 47,555
Operating income................................. 100,665 619 11,595 112,879
Equity in earnings of unconsolidated
investment..................................... -- -- 3,920 3,920
Interest charges, net............................ 33,181 897 1,501 35,579
Net income (loss)................................ 43,332 (66) 11,999 55,265
Total assets..................................... 1,061,496 36,549 68,252 1,166,297
Equity investment in unconsolidated investee..... -- -- 11,914 11,914
Expenditures for additions to long-lived
assets......................................... 125,741 8,408 840 134,989
</TABLE>
The following table presents a reconciliation of the operating revenues to
total consolidated revenues for the years ended September 30, 2000, 1999 and
1998:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Total revenues for reportable segments............... $858,806 $697,571 $849,693
Elimination of intersegment revenues................. (8,654) (7,375) (1,485)
-------- -------- --------
Total operating revenues................... $850,152 $690,196 $848,208
======== ======== ========
</TABLE>
59
<PAGE> 61
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
A reconciliation of total assets for the reportable segments to total
consolidated assets for September 30, 2000, 1999 and 1998 is presented below:
<TABLE>
<CAPTION>
2000 1999 1998
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Total assets for reportable segments............. $1,365,317 $1,247,096 $1,166,297
Elimination of intercompany accounts............. (16,559) (16,559) (24,907)
---------- ---------- ----------
Total consolidated assets.............. $1,348,758 $1,230,537 $1,141,390
========== ========== ==========
</TABLE>
The following table summarizes the Company's revenues by products and
services for the year ended September 30:
<TABLE>
<CAPTION>
2000 1999 1998
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Gas sales revenues:
Residential........................................ $405,552 $349,691 $410,538
Commercial......................................... 176,712 144,836 184,046
Public authority and other......................... 27,198 22,330 20,504
Industrial......................................... 97,089 73,194 91,972
-------- -------- --------
Total gas sales revenues................... 706,551 590,051 707,060
Transportation revenues.............................. 23,610 23,035 23,883
Other gas revenues................................... 4,674 4,227 7,502
-------- -------- --------
Total utility revenues..................... 734,835 617,313 738,445
Propane revenues..................................... 22,550 22,944 29,091
Non-Regulated revenues............................... 92,767 49,939 80,672
-------- -------- --------
Total operating revenues................... $850,152 $690,196 $848,208
======== ======== ========
</TABLE>
12. MARKETABLE SECURITIES
In accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," all
marketable securities are classified as available-for-sale and are reported at
market value with unrealized gains and losses shown as a component of
shareholders' equity labeled "unrealized holding gains on investments, net." All
marketable securities are held in rabbi trusts for the Supplemental Executive
Benefit Plan ("SEBP").
The cost, unrealized holding gain (loss) and the market value of the
marketable securities are as follows:
<TABLE>
<CAPTION>
UNREALIZED
HOLDING MARKET
COST GAIN (LOSS) VALUE
------- ----------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
As of September 30, 2000:
Available-for-sale securities:
Domestic equity mutual funds..................... $22,557 $3,148 $25,705
Foreign equity mutual funds...................... 2,462 398 2,860
------- ------ -------
$25,019 $3,546 $28,565
======= ====== =======
As of September 30, 1999:
Available-for-sale securities:
Domestic equity mutual funds..................... $22,265 $1,041 $23,306
Foreign equity mutual funds...................... 2,359 399 2,758
------- ------ -------
$24,624 $1,440 $26,064
======= ====== =======
</TABLE>
60
<PAGE> 62
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. LEASES
The Company has entered into non-cancelable operating leases for office and
warehouse space used in its operations. The remaining lease terms range from one
to 20 years and generally provide for the payment of taxes, insurance and
maintenance by the lessee. The Company has also entered into capital leases for
division offices and operating facilities. Property, plant and equipment
included amounts for capital leases of $4.6 million at both September 30, 2000
and 1999. Accumulated depreciation for these capital leases totaled $1.4 million
and $1.2 million at September 30, 2000 and 1999.
The related future minimum lease payments at September 30, 2000 were as
follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
(IN THOUSANDS)
<S> <C> <C>
2001........................................................ $ 735 $ 8,789
2002........................................................ 735 8,706
2003........................................................ 735 8,082
2004........................................................ 735 7,922
2005........................................................ 701 7,835
Thereafter.................................................. 2,684 31,965
------- -------
Total minimum lease payments................................ 6,325 $73,299
=======
Less amount representing interest........................... (3,154)
-------
Present value of net minimum lease payments................. $ 3,171
=======
</TABLE>
Consolidated lease and rental expense amounted to $9.0 million, $10.6
million and $9.2 million for fiscal 2000, 1999 and 1998. Rents for the regulated
business are expensed, and the Company receives rate treatment as a cost of
service on a pay-as-you-go basis.
14. RELATED PARTY TRANSACTIONS
Included in purchased gas cost were purchases from WMLLC of $228.6 million,
$117.4 million and $124.7 million in 2000, 1999 and 1998. Volumes purchased were
74.4 billion cubic feet ("Bcf"), 50.9 Bcf and 53.4 Bcf in 2000, 1999 and 1998.
These purchases were made in a competitive open bidding process and reflect
market prices. Average prices per thousand cubic feet ("Mcf") for gas purchased
from WMLLC were $3.07, $2.31 and $2.33 in 2000, 1999 and 1998. In addition, the
Company has entered into contracts with WMLLC to manage a significant portion of
the Company's underground storage facilities.
15. SUBSEQUENT EVENT (UNAUDITED)
On October 10, 2000, the Company entered into an agreement to sell its
natural gas distribution system assets in Gaffney, South Carolina for
approximately $5.8 million which approximates net book value. The Company
operates its South Carolina assets through its United Cities Division. The
transaction is subject to regulatory approval and is expected to close by the
end of the year. The United Cities Division serves approximately 5,100 customers
in the Gaffney area.
61
<PAGE> 63
ATMOS ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial data is presented below. The sum
of net income per share by quarter may not equal the net income per share for
the year due to variations in the weighted average shares outstanding used in
computing such amounts. The Company's businesses are seasonal due to weather
conditions in the Company's service areas. For further information on its
effects on quarterly results, please see the "Weather and seasonality"
discussion included in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section herein.
<TABLE>
<CAPTION>
FISCAL YEAR 2000
---------------------------------------------------
QUARTER ENDED
---------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
------------ --------- -------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Operating revenues..................... $224,458 $314,197 $152,362 $159,135
Gross profit........................... 89,550 118,127 60,030 57,999
Operating income (loss)................ 30,141 55,987 (2,344) 1,532
Net income (loss)...................... 14,324 29,573 (4,396) (3,583)
Net income (loss) per share............ .46 .94 (.14) (.11)
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEAR 1999
---------------------------------------------------
QUARTER ENDED
---------------------------------------------------
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
------------ --------- -------- -------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Operating revenues..................... $210,227 $261,426 $109,590 $108,953
Gross profit........................... 91,208 112,395 53,376 42,815
Operating income (loss)................ 31,688 50,843 412 (28,704)
Net income (loss)...................... 15,380 28,795 (5,295) (21,136)
Net income (loss) per share............ .50 .94 (.17) (.68)
</TABLE>
62
<PAGE> 64
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and compliance with Section 16(a) of the
Securities Exchange Act of 1934 is incorporated herein by reference from the
Company's Definitive Proxy Statement for the Annual Meeting of Shareholders on
February 14, 2001. Information regarding executive officers is included in Part
I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders on February 14, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference from the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders on February 14, 2001.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference from the Company's Definitive Proxy
Statement for the Annual Meeting of Shareholders on February 14, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. and 2. Financial statements and financial statement schedules.
The financial statements and financial statement schedules listed in the
accompanying Index to Financial Statements are filed as part of this Form 10-K.
3. Exhibits
The exhibits listed in the accompanying Exhibits Index are filed as part of
this Form 10-K. The exhibits numbered 10.23(a) through 10.36 are management
contracts or compensatory plans or arrangements.
(b) Reports on Form 8-K
The Company filed a Form 8-K Current Report, Item 5, Other Events, dated
August 8, 2000, announcing that it will acquire from Woodward Marketing, Inc.
the remaining 55 percent interest in Woodward Marketing, LLC in exchange for
1,423,193 restricted shares of Atmos common stock and that US Propane, L.P., in
which Atmos is a partner, has completed a merger of its operations with Heritage
Holdings, Inc.
Under Item 7, Financial Statements and Exhibits, an exhibit was attached: a
copy of a related press release dated August 8, 2000 and a copy of a related
press release dated August 10, 2000.
63
<PAGE> 65
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ATMOS ENERGY CORPORATION
(Registrant)
By /s/ JOHN P. REDDY
-----------------------------------
John P. Reddy
Senior Vice President
and Chief Financial Officer
Date: November 14, 2000
64
<PAGE> 66
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert W. Best and John P. Reddy, or
either of them acting alone or together, as his true and lawful attorney-in-fact
and agent with full power to act alone, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Form
10-K, and to file the same, with all exhibits thereto, and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
<TABLE>
<C> <S> <C>
/s/ ROBERT W. BEST Chairman, President and November 14, 2000
----------------------------------------------------- Chief Executive Officer
Robert W. Best
/s/ JOHN P. REDDY Senior Vice President and November 14, 2000
----------------------------------------------------- Chief Financial Officer
John P. Reddy
/s/ F.E. MEISENHEIMER Vice President and November 14, 2000
----------------------------------------------------- Controller (Principal
F.E. Meisenheimer Accounting Officer)
/s/ TRAVIS W. BAIN, II Director November 14, 2000
-----------------------------------------------------
Travis W. Bain, II
/s/ DAN BUSBEE Director November 14, 2000
-----------------------------------------------------
Dan Busbee
/s/ RICHARD W. CARDIN Director November 14, 2000
-----------------------------------------------------
Richard W. Cardin
/s/ THOMAS J. GARLAND Director November 14, 2000
-----------------------------------------------------
Thomas J. Garland
/s/ GENE C. KOONCE Director November 14, 2000
-----------------------------------------------------
Gene C. Koonce
/s/ VINCENT J. LEWIS Director November 14, 2000
-----------------------------------------------------
Vincent J. Lewis
/s/ THOMAS C. MEREDITH Director November 14, 2000
-----------------------------------------------------
Thomas C. Meredith
/s/ PHILLIP E. NICHOL Director November 14, 2000
-----------------------------------------------------
Phillip E. Nichol
/s/ CARL S. QUINN Director November 14, 2000
-----------------------------------------------------
Carl S. Quinn
</TABLE>
65
<PAGE> 67
<TABLE>
<C> <S> <C>
/s/ CHARLES K. VAUGHAN Director November 14, 2000
-----------------------------------------------------
Charles K. Vaughan
/s/ RICHARD WARE II Director November 14, 2000
-----------------------------------------------------
Richard Ware II
</TABLE>
66
<PAGE> 68
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(ITEM 8, 14(A) 1 AND 2)
<TABLE>
<CAPTION>
FORM 10-K
PAGE NO.
---------
<S> <C>
Independent auditors' report................................ 34
Financial statements and supplementary data:
Consolidated balance sheets at September 30, 2000 and
1999................................................... 35
Consolidated statements of income for the years ended
September 30, 2000, 1999 and
1998................................................... 36
Consolidated statements of shareholders' equity for the
years ended September 30, 2000, 1999 and 1998.......... 37
Consolidated statements of cash flows for the years ended
September 30, 2000, 1999 and 1998...................... 38
Notes to consolidated financial statements................ 39
Supplementary Quarterly Financial Data (unaudited)........ 62
Financial statement schedule for the years ended September
30, 2000, 1999 and 1998:
II. Valuation and Qualifying Accounts..................... 68
</TABLE>
All other financial statement schedules are omitted because the required
information is not present, or not present in amounts sufficient to require
submission of the schedule or because the information required is included in
the financial statements and accompanying notes thereto.
67
<PAGE> 69
ATMOS ENERGY CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
----------------------- BALANCE
BALANCE AT CHARGED TO CHARGED TO AT END
BEGINNING COSTS & OTHER OF
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C>
2000
Allowance for doubtful accounts...... $9,231 $17,724 -- $ 16,366(1) $10,589
1999
Allowance for doubtful accounts...... $1,969 $ 8,899 -- $ 1,637(1) $ 9,231
1998
Allowance for doubtful accounts...... $2,188 $ 2,140 -- $ 2,359(1) $ 1,969
</TABLE>
---------------
(1) Uncollectible accounts written off
68
<PAGE> 70
EXHIBITS INDEX
ITEM 14.(A)(3)
<TABLE>
<CAPTION>
PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
------- ----------- ----------------
<C> <S> <C>
Plan of Reorganization
2.1 -- Agreement and Plan of Reorganization Exhibit 2.1 to Registration Statement
dated July 19, 1996, by and between on Form S-4 filed October 4, 1996
the Registrant and United Cities Gas (File No. 333-13429)
Company
2.2 -- Amendment No. 1 to Agreement and Plan Exhibit 2.1(a) to Registration
of Reorganization dated October 3, Statement on Form S-4 filed October
1996 4, 1996 (File No. 333-13429)
2.3 -- Purchase and Sale Agreement, made as Exhibit 2.1 to Registration Statement
of April 13, 2000, by and among on Form S-3/A filed November 6, 2000
Citizens Utilities Company, LGS (File No. 333-73705)
Natural Gas Company, and Atmos Energy
Corporation
Articles of Incorporation and Bylaws
3.1(a) -- Restated Articles of Incorporation of Exhibit 3.1 of Form 10-K for fiscal
the Company, as Amended (as of July year ended September 30, 1997 (File
31, 1997) No. 1-10042)
3.1(b) -- Articles of Amendment to the Restated Exhibit 3a of Form 10-Q for quarter
Articles of Incorporation of Atmos ended March 31, 1999 (File No.
Energy Corporation as Amended (Texas) 1-10042)
3.1(c) -- Articles of Amendment to the Restated Exhibit 3b of Form 10-Q for quarter
Articles of Incorporation of Atmos ended March 31, 1999 (File No.
Energy Corporation as Amended 1-10042)
(Virginia)
3.2 -- Bylaws of the Company (Amended and Exhibit 3.2 of Form 10-K for fiscal
Restated as of November 12, 1997) year ended September 30, 1997 (File
No. 1-10042)
Instruments Defining Rights of Security
Holders
4.1 -- Specimen Common Stock Certificate Exhibit (4)(b) of Form 10-K for
(Atmos Energy Corporation) fiscal year ended September 30, 1988
(File No. 1-10042)
4.2 -- Rights Agreement, dated as of November Exhibit 4.1 of Form 8-K dated
12, 1997, between the Company and November 12, 1997 (File No. 1-10042)
BankBoston, N.A.
4.3 -- First Amendment to Rights Agreement Exhibit 2 of Form 8-A, Amendment No.
dated as of August 11, 1999, between 1, dated August 12, 1999 (File
the Company and BankBoston, N.A., as No. 1-10042)
Rights Agent
9 -- Not Applicable
</TABLE>
69
<PAGE> 71
<TABLE>
<CAPTION>
PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
------- ----------- ----------------
<C> <S> <C>
Material Contracts
10.1(a) -- Note Purchase Agreement, dated as of Exhibit 10(c) of Form 8-K filed
December 21, 1987, by and between the January 7, 1988 (File No. 0-11249)
Company and John Hancock Mutual Life
Insurance Company
Note Purchase Agreement, dated as of
December 21, 1987, by and between the
Company and John Hancock Charitable
Trust I (Agreement is identical to
Hancock Agreement listed above except
as to the parties thereto.)
Note Purchase Agreement dated as of
December 21, 1987, by and between the
Company and Mellon Bank, N.A., Trustee
under Master Trust Agreement of AT&T
Corporation, dated January 1, 1984,
for Employee Pension Plans -- AT&T --
John Hancock -- Private Placement
(Agreement is identical to Hancock
Agreement listed above except as to
the parties thereto.)
10.1(b) -- Amendment to Note Purchase Agreement, Exhibit (10)(b)(ii) of Form 10-K for
dated October 11, 1989, by and between fiscal year ended September 30, 1989
the Company and John Hancock Mutual (File No. 1-10042)
Life Insurance Company revising Note
Purchase Agreement dated December 21,
1987
Amendment to Note Purchase Agreement,
dated October 11, 1989, by and between
the Company and John Hancock
Charitable Trust I revising Note
Purchase Agreement dated December 21,
1987. (Amendment is identical to
Hancock amendment listed above except
as to the parties thereto.)
Amendment to Note Purchase Agreement,
dated October 11, 1989, by and between
the Company and Mellon Bank, N.A.,
Trustee under Master Trust Agreement
of AT&T Corporation, dated January 1,
1984, for Employee Pension
Plans -- AT&T -- John
Hancock -- Private Placement revising
Note Purchase Agreement dated December
21, 1987 (Amendment is identical to
Hancock amendment listed above except
as to the parties thereto.)
</TABLE>
70
<PAGE> 72
<TABLE>
<CAPTION>
PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
------- ----------- ----------------
<C> <S> <C>
10.1(c) -- Amendment to Note Purchase Agreement, Exhibit 10(b)(iii) of Form 10-K for
dated November 12, 1991, by and fiscal year ended September 30, 1991
between the Company and John Hancock (File No. 1-10042)
Mutual Life Insurance Company revising
Note Purchase Agreement dated December
21, 1987
Amendment to Note Purchase Agreement,
dated November 12, 1991, by and
between the Company and John Hancock
Charitable Trust I revising Note
Purchase Agreement dated December 21,
1987. (Amendment is identical to
Hancock amendment listed above except
as to the parties thereto.)
Amendment to Note Purchase Agreement,
dated November 12, 1991, by and
between the Company and Mellon Bank,
N.A., Trustee under Master Trust
Agreement of AT&T Corporation, dated
January 1, 1984, for Employee Pension
Plans -- AT&T -- John
Hancock -- Private Placement revising
Note Purchase Agreement dated December
21, 1987. (Amendment is identical to
Hancock amendment above except as to
the parties thereto.)
10.1(d) -- Amendment to Note Purchase Agreement, Exhibit 4.3(d) to Registration
dated December 22, 1993, by and Statement on Form S-3 filed April 20,
between the Company and John Hancock 1998 (File No. 333-50477)
Mutual Life Insurance Company revising
Note Purchase Agreement dated December
21, 1987
Amendment to Note Purchase Agreement,
dated December 22, 1993, by and
between the Company and Mellon Bank,
N.A., Trustee under Master Trust
Agreement of AT&T Corporation, dated
January 1, 1982, for Employee Pension
Plans -- AT&T -- John
Hancock -- Private Placement revising
Note Purchase Agreement dated December
21, 1987 (Amendment is identical to
Hancock amendment listed above except
as to the parties thereto and the
amounts thereof)
</TABLE>
71
<PAGE> 73
<TABLE>
<CAPTION>
PAGE NUMBER OR
EXHIBIT INCORPORATION BY
NUMBER DESCRIPTION REFERENCE TO
------- ----------- ----------------
<C> <S> <C>
10.1(e) -- Amendment to Note Purchase Agreement, Exhibit 4.3(e) to Registration
dated December 20, 1994, by and Statement on Form S-3 filed April 20,
between the Company and John Hancock 1998 (File No. 333-50477)
Mutual Life Insurance Company revising
Note Purchase Agreement dated December
21, 1987
Amendment to Note Purchase Agreement,
dated December 20, 1994, by and
between the Company and Mellon Bank,
N.A., Trustee under Master Trust
Agreement of AT&T Corporation, dated
January 1, 1984, for Employee Pension
Plans -- AT&T -- John
Hancock -- Private Placement revising
Note Purchase Agreement dated December
21, 1987 (Amendment is identical to
Hancock amendment listed above)
10.1(f) -- Amendment to Note Purchase Agreement, Exhibit 4.3(f) to Registration
dated July 29, 1997, by and between Statement on Form S-3 filed April 20,
the Company and John Hancock Mutual 1998 (File No. 333-50477)
Life Insurance Company revising Note
Purchase Agreement dated December 21,
1987
Amendment to Note Purchase Agreement,
dated July 29, 1997, by and between
the Company and Mellon Bank, N.A.,
Trustee under Master Trust Agreement
of AT&T Corporation, dated January 1,
1984, for Employee Pension
Plans -- AT&T -- John
Hancock -- Private Placement revising
Note Purchase Agreement dated December
21, 1987 (Amendment is identical to
Hancock amendment listed above except
as to the parties thereto and the
amounts thereof)
10.2(a) -- Note Purchase Agreement, dated as of Exhibit 10(c) of Form 10-K for fiscal
October 11, 1989, by and between the year ended September 30, 1989 (File
Company and John Hancock Mutual Life No. 1-10042)
Insurance Company
10.2(b) -- Amendment to Note Purchase Agreement, Exhibit 10(c)(ii) of Form 10-K for
dated as of November 12, 1991, by and fiscal year ended September 30, 1991
between the Company and John Hancock (File No. 1-10042)
Mutual Life Insurance Company revising
Note Purchase Agreement dated October
11, 1989
10.2(c) -- Amendment to Note Purchase Agreement, Exhibit 4.4(c) to Registration
dated December 22, 1993, by and Statement on Form S-3 filed April 20,
between the Company and John Hancock 1998 (File No. 333-50477)
Mutual Life Insurance Company revising
Note Purchase Agreement dated October
11, 1989
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10.2(d) -- Amendment to Note Purchase Agreement, Exhibit 4.4(d) to Registration
dated December 20, 1994, by and Statement on Form S-3 filed April 20,
between the Company and John Hancock 1998 (File No. 333-50477)
Mutual Life Insurance Company revising
Note Purchase Agreement dated October
11, 1989
10.2(e) -- Amendment to Note Purchase Agreement, Exhibit 4.4(e) to Registration
dated July 29, 1997, by and between Statement on Form S-3 filed April 20,
the Company and John Hancock Mutual 1998 (File No. 333-50477)
Life Insurance Company revising Note
Purchase Agreement dated October 11,
1989
10.3(a) -- Note Purchase Agreement, dated as of Exhibit 10(f)(i) of Form 10-K for
August 29, 1991, by and between the fiscal year ended September 30, 1991
Company and The Variable Annuity Life (File No. 1-10042)
Insurance Company
10.3(b) -- Amendment to Note Purchase Agreement, Exhibit 10(f)(ii) of Form 10-K for
dated November 26, 1991, by and fiscal year ended September 30, 1991
between the Company and The Variable (File No. 1-10042)
Annuity Life Insurance Company
revising Note Purchase Agreement dated
August 29, 1991
10.3(c) -- Amendment to Note Purchase Agreement, Exhibit 4.5(c) to Registration
dated December 22, 1993, by and Statement on Form S-3 filed April 20,
between the Company and The Variable 1998 (File No. 333-50477)
Annuity Life Insurance Company
revising Note Purchase Agreement dated
August 29, 1991
10.3(d) -- Amendment to Note Purchase Agreement, Exhibit 4.5(d) to Registration
dated July 29, 1997, by and between Statement on Form S-3 filed April 20,
the Company and The Variable Annuity 1998 (File No. 333-50477)
Life Insurance Company revising Note
Purchase Agreement dated August 29,
1991
10.4(a) -- Note Purchase Agreement, dated as of Exhibit (10)(f) of Form 10-K for
August 31, 1992, by and between the fiscal year ended September 30, 1992
Company and The Variable Annuity Life (File No. 1-10042)
Insurance Company
10.4(b) -- Amendment to Note Purchase Agreement, Exhibit 4.6(b) to Registration
dated December 22, 1993, by and Statement on Form S-3 filed April 20,
between the Company and The Variable 1998 (File No. 333-50477)
Annuity Life Insurance Company
revising Note Purchase Agreement dated
August 31, 1992
10.4(c) -- Amendment to Note Purchase Agreement, Exhibit 4.6(c) to Registration
dated July 29, 1997, by and between Statement on Form S-3 filed April 20,
the Company and The Variable Annuity 1998 (File No. 333-50477)
Life Insurance Company revising Note
Purchase Agreement dated August 31,
1992
</TABLE>
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10.5(a) -- Note Purchase Agreement, dated Exhibit 10.1 of Form 10-Q for quarter
November 14, 1994, by and among the ended December 31, 1994 (File No.
Company and New York Life Insurance 1-10042)
Company, New York Life Insurance and
Annuity Corporation, The Variable
Annuity Life Insurance Company,
American General Life Insurance
Company, and Merit Life Insurance
Company
10.5(b) -- Amendment to Note Purchase Agreement, Exhibit 4.7(b) to Registration
dated July 29, 1997 by and among the Statement on Form S-3 filed April 20,
Company and New York Life Insurance 1998 (File No. 333-50477)
Company, New York Life Insurance and
Annuity Corporation, The Variable
Annuity Life Insurance Company,
American General Life Insurance
Company and Merit Life Insurance
Company revising Note Purchase
Agreement dated November 14, 1994
10.6(a) -- Indenture of Mortgage, dated as of Exhibit to Registration Statement of
July 15, 1959, from United Cities Gas United Cities Gas Company on Form S-3
Company to First Trust of Illinois, (File No. 33-56983)
National Association, and M.J. Kruger,
as Trustees, as amended and
supplemented through December 1, 1992
(the Indenture of Mortgage through the
20th Supplemental Indenture)
10.6(b) -- Twenty-First Supplemental Indenture Exhibit 10.7(a) of Form 10-K for
dated as of February 5, 1997 by and fiscal year ended September 30, 1997
among United Cities Gas Company and (File No. 1-10042)
Bank of America Illinois and First
Trust National Association and Russell
C. Bergman supplementing Indenture of
Mortgage dated as of July 15, 1959
10.6(c) -- Twenty-Second Supplemental Indenture Exhibit 10.7(b) of Form 10-K for
dated as of July 29, 1997 by and among fiscal year ended September 30, 1997
the Company and First Trust National (File No. 1-10042)
Association and Russell C. Bergman
supplementing Indenture of Mortgage
dated as of July 15, 1959
10.7(a) -- Form of Indenture between United Exhibit to Registration Statement of
Cities Gas Company and First Trust of United Cities Gas Company on Form S-3
Illinois, National Association, as (File No. 33-56983)
Trustee dated as of November 15, 1995
10.7(b) -- First Supplemental Indenture between Exhibit 10.8(a) of Form 10-K for
the Company and First Trust of fiscal year ended September 30, 1997
Illinois, National Association, as (File No. 1-10042)
Trustee dated as of July 29, 1997
</TABLE>
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10.8(a) -- Seventh Supplemental Indenture, dated Exhibit 10.1 of Form 10-Q for quarter
as of October 1, 1983 between Greeley ended June 30, 1994 (File No.
Gas Company ("Greeley Division") and 1-10042)
the Central Bank of Denver, N.A.
("Central Bank")
10.8(b) -- Ninth Supplemental Indenture, dated as Exhibit 10.2 of Form 10-Q for quarter
of April 1, 1991, between the Greeley ended June 30, 1994 (File No.
Division and Central Bank 1-10042)
10.8(c) -- Bond Purchase Agreement, dated as of Exhibit 10.3 of Form 10-Q for quarter
April 1, 1991, between the Greeley ended June 30, 1994 (File No.
Division and Central Bank 1-10042)
10.8(d) -- Tenth Supplemental Indenture, dated as Exhibit 10.4 of Form 10-Q for quarter
of December 1, 1993, between the ended June 30, 1994 (File No.
Company and Colorado National Bank, 1-10042)
formerly Central Bank
10.9(a) -- Purchase Agreement for 6 3/4% Exhibit 99.1 of Form 8-K dated July
Debentures due 2028 by and among 22, 1998 (File No. 1-10042)
Merrill Lynch Co., NationsBanc
Montgomery Securities LLC, Edward D.
Jones & Co., L.P. and Atmos Energy
Corporation dated July 22, 1998
10.9(b) -- Form of Indenture between Atmos Energy Exhibit 4.1 to Registration Statement
Corporation and U.S. Bank Trust on Form S-3 filed April 20, 1998
National Association, Trustee (File No. 333-50477)
10.10 -- Term Credit Agreement, dated as of Exhibit 10.1 of Form 10-Q for quarter
August 3, 2000, among the Company, ended June 30, 2000 (File No.
Bank of America, N.A., BankOne, NA, 1-10042)
and Societe Generale New York Branch
10.10(a) -- Revolving Credit Agreement, dated as Exhibit 4.9 to Registration Statement
of August 3, 2000, among the Company, on Form S-3/A filed November 6, 2000
Bank of America, N.A., Bank One, NA, (File No. 333-93705)
and Societe Generale New York Branch
10.10(b) -- Credit Agreement, dated to be Exhibit 10.2 to Registration
effective as of August 9, 2000, among Statement on Form S-3/A filed
Woodward Marketing, L.L.C., and Bank November 6, 2000 (File No. 333-93705)
of America, N.A.
10.10(c) -- Guaranty, effective as of August 9, Exhibit 10.3 to Registration
2000, by Atmos Energy Marketing, LLC, Statement on Form S-3/A filed
in favor of Bank of America, N.A. November 6, 2000 (File No. 333-93705)
10.10(d) -- First Amendment to Credit Agreement Exhibit 10.4 to Registration
and Guaranty of Atmos Energy Statement on Form S-3/A filed
Marketing, LLC, effective as of November 6, 2000 (File No. 333-93705)
September 29, 2000, among Woodward
Marketing, L.L.C., Bank of America,
N.A., Woodward Marketing, Inc., Atmos
Energy Marketing, LLC, J.D. Woodward
and James Kifer
</TABLE>
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Gas Supply Contracts
10.11(a) -- Firm Gas Transportation Agreement No. Exhibit 10.10(a) of Form 10-K for
123535 dated November 1, 1998 between fiscal year ended September 30, 1999
Greeley Gas and Public Service Company (File No. 1-10042)
of Colorado
10.11(b) Transportation Storage Service Agreement Exhibit 10.6(b) of Form 10-K for
No. TA-0544 between Greeley Gas and fiscal year ended September 30, 1994
Williams Natural Gas Company dated (File No. 1-10042)
October 1, 1993, as amended to extend
to October 1, 2003
10.11(c) -- Firm Transportation Service Agreement
No. 33182000A, Rate Schedule TF-1,
between Colorado Interstate Gas
Company and Greeley Gas Company dated
October 1, 2000
10.11(d) -- No-Notice Storage and Transportation
Delivery Service Agreement No.
31028000B, Rate Schedule NNT-1,
between Colorado Interstate Gas
Company and Greeley Gas Company dated
April 1, 2000
10.11(e) -- Transportation-Storage Contract No. Exhibit 10.6 of Form 10-Q for quarter
TA-0614 (Request 0180) between Greeley ended March 31, 1998 (File No.
Gas Company (transferred from United 1-10042)
Cities Gas Company effective January
1, 2000) and Williams Natural Gas
Company dated October 1, 1993, as
amended to extend to October 1, 2002
10.11(f) -- Transportation-Storage Contract No. Exhibit 10.7 of Form 10-Q for quarter
TA-0611 (Request 0002) between Greeley ended March 31, 1998 (File No.
Gas Company (transferred from United 1-10042)
Cities Gas Company effective January
1, 2000) and Williams Natural Gas
Company dated October 1, 1993, as
amended to extend to October 1, 2003
10.12(a) -- Agreement for Firm Intrastate Exhibit 10.1 of Form 10-Q for quarter
Transportation of Natural Gas in the ended March 31, 1998 (File No.
State of Louisiana between Trans La 1-10042)
and Louisiana Intrastate Gas Company
L.L.C. (LIG) dated December 22, 1997
and effective July 1, 1997, as amended
to extend to December 1, 2004
10.12(b) -- Agreement for Firm 311(a)(2) Exhibit 10.2 of Form 10-Q for quarter
Transportation of Natural Gas in the ended March 31, 1998 (File No.
State of Louisiana between Trans La 1-10042)
and Louisiana Intrastate Gas Company
L.L.C. (LIG) dated December 22, 1997
and effective July 1, 1997
</TABLE>
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10.13(a) -- Gas Transportation Agreement between Exhibit 10.3 of Form 10-Q for quarter
Texas Gas and Western Kentucky Gas ended December 31, 1993 (File No.
dated November 1, 1993 (Contract no. 1-10042)
T3355, zone 3), as amended to extend
to November 1, 2001
10.13(b) -- Gas Transportation Agreement between Exhibit 10.4 of Form 10-Q for quarter
Texas Gas and Western Kentucky Gas ended December 31, 1993 (File No.
dated November 1, 1993 (Contract no. 1-10042)
T3819, zone 4), as amended to extend
to November 1, 2001
10.13(c) -- Gas Transportation Agreement between Exhibit 10.5 of Form 10-Q for quarter
Texas Gas and Western Kentucky Gas ended December 31, 1993 (File No.
dated November 1, 1993 (Contract no. 1-10042)
N0210, zone 2, Contract no. N0340,
zone 3, Contract no. N0435, zone 4),
as amended to extend to November 1,
2001
10.14(a) -- Gas Transportation Agreement, Contract Exhibit 10.17(a) of Form 10-K for
No. 2550, dated September 1, 1993, fiscal year ended September 30, 1993
between Tennessee Gas Pipeline (File No. 1-10042)
Company, a division of Tenneco, Inc.
("Tennessee Gas"), and Western
Kentucky, Campbellsville Service Area,
as amended to extend to November 1,
2002
10.14(b) -- Gas Transportation Agreement, Contract Exhibit 10.17(b) of Form 10-K for
No. 2546, dated September 1, 1993, fiscal year ended September 30, 1993
between Tennessee Gas and Western (File No. 1-10042)
Kentucky, Danville Service Area, as
amended to extend to November 1, 2002
10.14(c) -- Gas Transportation Agreement, Contract Exhibit 10.17(c) of Form 10-K for
No. 2385, dated September 1, 1993, fiscal year ended September 30, 1993
between Tennessee Gas and Western (File No. 1-10042)
Kentucky, Greensburg et al Service
Area, as amended to extend to November
1, 2002
10.14(d) -- Gas Transportation Agreement, Contract Exhibit 10.17(d) of Form 10-K for
No. 2551, dated September 1, 1993, fiscal year ended September 30, 1993
between Tennessee Gas and Western (File No. 1-10042)
Kentucky, Harrodsburg Service Area, as
amended to extend to November 1, 2002
10.14(e) -- Gas Transportation Agreement, Contract Exhibit 10.17(e) of Form 10-K for
No. 2548, dated September 1, 1993, fiscal year ended September 30, 1993
between Tennessee Gas and Western (File No. 1-10042)
Kentucky, Lebanon Service Area, as
amended to extend to November 1, 2002
</TABLE>
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10.15 -- Gas Service Agreement (Service for Exhibit 10.5 of Form 10-Q for quarter
Firm Transportation) between Energas ended December 31, 1996 (File No.
and Oneok Gas Transmission, Inc., 1-10042)
formerly Westar Transmission Company
dated January 1, 1996, as assigned by
KN to Oneok effective April 6, 2000
10.16 -- Gas Service Agreement (Service for Exhibit 10.7 of Form 10-Q for quarter
Firm Transportation) between Oneok Gas ended December 31, 1996 (File No.
Transmission, Inc., formerly Westar 1-10042)
Transmission Company and EnerMart
Trust dated January 1, 1996, as
assigned by KN to Oneok effective
April 6, 2000 (Irrigation)
10.17 -- Amarillo Supply Agreement dated Exhibit 10.7(a) of Form 10-K for
January 2, 1993 between Energas and fiscal year ended September 30, 1994
Pioneer Natural Resources, USA, Inc. (File No. 1-10042)
(formerly Mesa Operating Company)
10.18 -- Gas Sales Agreement (Swing) between Exhibit 10.13 of Form 10-Q for
Energas and Oneok Energy Trading & quarter ended December 31, 1996 (File
Marketing Company, formerly KN No. 1-10042)
Marketing, dated January 1, 1996, as
assigned by KN to Oneok effective
April 6, 2000
10.19 -- Operating Agreement between Energas Exhibit 10.16 of Form 10-Q for
and Oneok Gas Transmission, Inc., quarter ended December 31, 1996 (File
formerly Westar Transmission Company, No. 1-10042)
effective December 1, 1996, as
assigned by KN to Oneok effective
April 6, 2000
10.20(a) -- Gas Transportation Agreement No. Exhibit 10.1 of Form 10-Q for quarter
30774, Rate Schedules FT-A and FT-GS, ended December 31, 1999 (File No.
between United Cities Gas Company and 1-10042)
East Tennessee Natural Gas Company
dated October 1, 1999
10.20(b) -- Gas Transportation Agreement Service Exhibit 10.5 of Form 10-Q for quarter
Package No. 4219 between United Cities ended March 31, 1998 (File No.
Gas Company and Tennessee Gas Pipeline 1-10042)
Company dated November 1, 1993 and
expiring November 1, 2000
10.20(c) -- Gas Transportation Agreement No. 27311
between United Cities Gas Company and
Tennessee Gas Pipeline Company dated
November 1, 2000 (replaces 10.20(b)
Gas Transportation Agreement No. 4219
effective November 1, 2000)
10.20(d) -- Service Agreement No. 867760 Under Exhibit 10.8 of Form 10-Q for quarter
Rate Schedule FT between United Cities ended March 31, 1998 (File No.
Gas Company and Southern Natural Gas 1-10042)
Company dated November 1, 1993, as
amended to extend to November 1, 2005
</TABLE>
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10.20(e) -- Service Agreement No. 867761 under Exhibit 10.9 of Form 10-Q for quarter
Rate Schedule FT-NN between United ended March 31, 1998 (File No.
Cities Gas Company and Southern 1-10042)
Natural Gas Company dated November 1,
1993, as amended to extend to November
1, 2005
10.20(f) -- FTS-1 Service Agreement No. 59572
between United Cities Gas Company and
Columbia Gulf Transmission Company
dated November 1, 1998
10.20(g) -- Gas Transportation Agreement No. 34538
(Rocky Top Expansion) between United
Cities Gas Company and East Tennessee
Natural Gas Company dated November 1,
2000
Asset Purchase Agreements
10.21 -- Asset Sale and Purchase Agreement by Exhibit 99.2 of Form 8-K dated May
and among Southwestern Energy Company, 31, 2000 (File No. 1-10042)
Arkansas Western Gas Company and Atmos
Energy Corporation dated as of October
15, 1999
10.22 -- Asset Purchase Agreement by and among Exhibit 10.1 to Registration
Atmos Energy Corporation, Atmos Energy Statement on Form S-3/A filed
Marketing, LLC, Woodward Marketing, November 6, 2000 (File No. 333-93705)
Inc., J.D. and Linda Woodward and
James and Rita B. Kifer dated as of
August 7, 2000
Executive Compensation Plans and
Arrangements
10.23(a)* -- Severance Agreement dated April 1, Exhibit 10.3 of Form 10-Q for quarter
1995 between the Company and J. ended June 30, 1995 (File No.
Charles Goodman 1-10042)
10.23(b)* -- Form of Atmos Energy Corporation Exhibit 10.21(b) of Form 10-K for
Change in Control Severance fiscal year ended September 30, 1998
Agreement -- Tier I (File No. 1-10042)
10.23(c)* -- Form of Atmos Energy Corporation Exhibit 10.21(c) of Form 10-K for
Change in Control Severance fiscal year ended September 30, 1998
Agreement -- Tier II (File No. 1-10042)
10.24(a)* -- Atmos Energy Corporation Mini-Med Exhibit 10.22 of Form 10-K for fiscal
Plan, as restated effective July 1, year ended September 30, 1996 (File
1995 No. 1-10042)
10.24(b)* -- Amendment No. One to the Atmos Energy Exhibit 10.22(b) of Form 10-K for
Corporation Mini-Med Plan fiscal year ended September 30, 1998
(File No. 1-10042)
</TABLE>
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10.25* -- Long Term Stock Plan for the United Exhibit 99.1 of Form S-8 filed July
Cities Gas Company Division 29, 1997 (File No. 333-32343)
10.26(a)* -- Atmos Energy Corporation Executive Exhibit 10.31 of Form 10-K for fiscal
Retiree Life Plan year ended September 30, 1997 (File
No. 1-10042)
10.26(b)* -- Amendment No. 1 to The Atmos Energy Exhibit 10.31(a) of Form 10-K for
Corporation Executive Retiree Life fiscal year ended September 30, 1997
Plan (File No. 1-10042)
10.27(a)* -- Description of Financial and Estate Exhibit 10.25(b) of Form 10-K for
Planning Program fiscal year ended September 30, 1997
(File No. 1-10042)
10.27(b)* -- Description of Sporting Events Program Exhibit 10.26(c) of Form 10-K for
fiscal year ended September 30, 1993
(File No. 1-10042)
10.28(a)* -- Atmos Energy Corporation Supplemental Exhibit 10.26 of Form 10-K for fiscal
Executive Benefits Plan, Amended and year ended September 30, 1998 (File
Restated in its Entirety August 12, No. 1-10042)
1998
10.28(b)* -- Atmos Energy Corporation Performance- Exhibit 10.32 of Form 10-K for fiscal
Based Supplemental Executive Benefits year ended September 30, 1998 (File
Plan, Effective Date August 12, 1998 No. 1-10042)
10.29* -- Atmos Energy Corporation Restricted Exhibit 99.1 of Form S-8 filed
Stock Grant Plan (Amended and Restated February 13, 1998 (File No.
as of February 12, 1998) 333-46337)
10.30* -- Atmos Energy Corporation Annual Exhibit B of Definitive Proxy
Incentive Plan for Management, Statement on Schedule 14A filed
effective October 1, 1998 December 30, 1998 (File No. 1-10042)
10.31* -- Atmos Energy Corporation Executive Exhibit 10.33 of Form 10-K for fiscal
Nonqualified Deferred Compensation year ended September 30, 1998 (File
Plan No. 1-10042)
10.32(a)* -- Consulting Agreement between the Exhibit 10.2 of Form 10-Q for quarter
Company and Charles K. Vaughan, ended June 30, 1997 (File No.
effective October 1, 1994 1-10042)
10.32(b)* -- Amendment No. 1 to Consulting Exhibit 10.3 of Form 10-Q for quarter
Agreement between the Company and ended June 30, 1997 (File No.
Charles K. Vaughan, dated May 14, 1997 1-10042)
10.32(c)* -- Amendment No. 2 to Consulting Exhibit 10.30(c) of Form 10-K for
Agreement between the Company and fiscal year ended September 30, 1998
Charles K. Vaughan, dated August 12, (File No. 1-10042)
1998
</TABLE>
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10.32(d)* -- Amendment No. 3 to Consulting Exhibit 10.30(d) of Form 10-K for
Agreement between the Company and fiscal year ended September 30, 1999
Charles K. Vaughan, dated November 10, (File No. 1-10042
1999
10.32(e)* -- Amendment No. 4 to Consulting
Agreement between the Company and
Charles K. Vaughan, dated November 9,
2000
10.33* -- Atmos Energy Corporation Equity Exhibit C of Definitive Proxy
Incentive and Deferred Compensation Statement on Schedule 14A filed
Plan for Non-Employee Directors December 30, 1998 (File No. 1-10042)
10.34(a)* -- Atmos Energy Corporation Retirement Exhibit 10(y) of Form 10-K for fiscal
Plan for Outside Directors year ended September 30, 1992 (File
No. 1-10042)
10.34(b)* -- Amendment No. 1 to the Atmos Energy Exhibit 10.2 of Form 10-Q for quarter
Corporation Retirement Plan for ended December 31, 1996 (File No.
Outside Directors 1-10042)
10.35* -- Atmos Energy Corporation Outside Exhibit 10.28 of Form 10-K fiscal
Directors Stock-for-Fee Plan (Amended year ended September 30, 1997 (File
and Restated as of November 12, 1997) No. 1-10042)
10.36* -- Atmos Energy Corporation 1998 Exhibit A of Definitive Proxy
Long-Term Incentive Plan Statement on Schedule 14A filed
December 30, 1998 (File No. 1-10042)
11 -- Not applicable
12 -- Computation of ratio of earnings to
fixed charges
13 -- Not applicable
16 -- Not applicable
18 -- Not applicable
Other Exhibits, as indicated
21 -- Subsidiaries of the registrant
22 -- Not applicable
23 -- Consent of independent auditor, Ernst
& Young LLP
24 -- Power of Attorney Signature page of Form 10-K for
fiscal year ended September 30, 2000
27 -- Financial Data Schedule for Atmos for
year ended September 30, 2000
</TABLE>
---------------
* This exhibit constitutes a "management contract or compensatory plan,
contract, or arrangement."
81
