FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996.
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 0-8788.
DELTA NATURAL GAS COMPANY, INC.__________
(Exact name of registrant as specified in its charter)
________KENTUCKY_______ ___________61-0458329_____________
(State of Incorporation) (IRS Employer Identification Number)
3617 Lexington Road, Winchester, Kentucky 40391___
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 606-744-6171.
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
_______None________ __________None________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $1 Par Value
(Title of class)
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]
As of August 17, 1996, Delta Natural Gas Company, Inc. had outstanding
2,315,035 shares of common stock $1 Par Value, and the aggregate market value
of the voting stock held by non-affiliates was approximately $38,175,084.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive proxy statement to be filed with the
Commission not later than 120 days after June 30, 1996, is incorporated by
reference in Part III of this Report.
TABLE OF CONTENTS
Page Number
PART I
Item 1. Business 1
General 1
Gas Operations and Supply 2
Regulatory Matters 4
Capital Expenditures 5
Employees 5
Consolidated Statistics 5
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of
Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 8
Item 6. Selected Consolidated Financial
Information 9
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11
Item 8. Financial Statements and Supplementary
Data 14
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosures 14
PART III
Item 10. Directors and Executive Officers of
the Registrant 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain
Beneficial Owners and Management 14
Item 13. Certain Relationships and Related
Transactions 15
Part IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K 16
Signatures 19
PART I
Item 1. Business
General
In 1951, Delta established its first retail gas distribution system,
which provided service to approximately 300 customers in Owingsville and
Frenchburg, Kentucky. As a result of acquisitions and expansions of its
customer base within its existing service areas, Delta currently provides
retail gas distribution service for approximately 34,000 customers in central
and southeastern Kentucky and, additionally, provides transportation service
to industrial customers and interconnected pipelines located in the area.
Recently, Delta acquired leases for the storage of natural gas under
approximately 8,000 acres in Bell County, Kentucky and is currently
developing the property as an underground natural gas storage facility. This
storage field should permit Delta to purchase and store gas when prices are
less expensive and withdraw and sell the gas during the peak usage winter
months.
The Company purchases and produces gas for distribution to its retail
customers and also provides transportation service to industrial customers
and inter-connected pipelines with its facilities that are located in 17
predominantly rural counties in central and southeastern Kentucky. The
economy of Delta's service area is based principally on coal mining, farming
and light industry. The communities in Delta's service area typically
contains populations of less than 20,000. The four largest service areas are
Corbin, Nicholasville, Middlesboro and Berea, where Delta serves
approximately 6,100, 6,000, 3,700 and 3,800 customers, respectively.
Several communities served by Delta continue to expand, resulting in
growth opportunities for the Company. Industrial parks have been developed
in certain areas and have resulted in new industrial customers, some of whom
are on-system transportation customers. As a result of this growth, Delta's
total customer count increased by 2.9% in 1996.
Currently, over 99% of Delta's customers are residential and commercial.
Delta's remaining, light industrial customers purchased approximately 6% of
the total volume of gas sold by Delta at retail during 1996.
The Company's revenues are affected by various factors, including rates
billed to customers, the cost of natural gas, economic conditions in the
areas that the Company serves, weather conditions and competition. Delta
competes for customers and sales with alternative sources of energy,
including electricity, coal, oil, propane and wood. The Company's marketing
subsidiaries, which purchase gas and resell it to various industrial
customers and others, also compete for their customers with producers and
marketers of natural gas. Gas costs, which the Company is generally able to
pass through to customers, may cause customers to conserve, or, in the case
of industrial customers, to use alternative energy sources. Also, the
potential bypass of Delta's system by industrial customers and others is a
competitive concern that Delta has addressed and will continue to address as
the need arises.
Delta's retail sales are seasonal and temperature-sensitive, as the
majority of the gas sold by Delta is used for heating. This seasonality
impacts Delta's liquidity position and its management of its working capital
requirements during each twelve month period, and changes in the average
temperature during the winter months impacts its revenues year-to-year (see
Management's Discussion and Analysis of Financial Condition and Results of
Operations).
Retail gas sales for 1996 were approximately 4,705,000 thousand cubic
feet ("Mcf"), generating approximately $27,810,000 in revenues, as compared
to approximately 3,724,000 Mcf and approximately $24,690,003 in revenues for
1995. Heating degree days billed during 1996 were approximately 112% of the
thirty year average as compared with approximately 90% in 1995. Principally
as a result of this colder weather, sales volumes increased by 980,000 Mcf,
or 26.3%, in 1996 as compared to 1995.
Delta's transportation of natural gas in 1996 generated revenues of
approximately $3,331,000 as compared with approximately $3,049,000 during
1995. Of the total from transportation in 1996, approximately $2,913,000
(2,570,000 Mcf) and $418,000 (1,134,000 Mcf) were earned for transportation
for on-system and off-system customers, respectively. Of the total from
transportation for 1995, approximately $2,588,000 (2,390,000 Mcf) and
$461,000 (1,452,000 Mcf) were earned from transportation for on-system and
off-system customers, respectively.
As an active participant in many areas of the natural gas industry,
Delta plans to continue its efforts to expand its gas distribution system.
Delta continues to consider acquisitions of other gas systems, some of which
are contiguous to its existing service areas, as well as expansion within its
existing service areas. The Company also anticipates continuing activity in
gas production and transportation and plans to pursue and increase these
activities wherever practicable. The Company will continue to consider the
construction or acquisition of additional transmission, storage and gathering
facilities to provide for increased transportation, enhanced supply and
system flexibility.
Gas Operations and Supply
Delta receives its gas supply from a combination of interstate and
Kentucky sources. The Company intends to maintain an adequate gas supply to
provide service to existing and future customers.
Delta's interstate gas supply is transported and stored by Tennessee Gas
Pipeline Company ("Tennessee"), Columbia Gas Transmission Corporation
("Columbia") and Columbia Gulf Transmission Company ("Columbia Gulf"). Delta
acquires its interstate gas supply from gas marketers. Delta also acquires
gas supply from Kentucky producers and suppliers.
During the past few years, the Federal Energy Regulatory Commission
("FERC") restructured interstate natural gas pipeline operations, services
and rates. As a result, Delta contracted for transportation and storage
services with Tennessee, Columbia and Columbia Gulf and Delta now purchases
gas supplies from others. This nation-wide change has resulted in a
competitive national market for natural gas supplies as supply and demand
determine the availability and prices of natural gas.
Delta's transportation and storage contracts with Tennessee extend until
2000 and thereafter continue on a year-to-year basis until terminated by
either party. Tennessee is obligated under the contracts to transport up to
approximately 17,600 Mcf per day for Delta. Delta acquires its gas for
transportation by Tennessee under a contract with a gas marketer, which
contract extends through April, 1997. During 1996, Delta purchased
approximately 1,694,000 Mcf from the gas marketer, which natural gas was
transported by Tennessee.
Delta's transportation and storage contracts with Columbia and Columbia
Gulf extend until 2008 and thereafter continue on a year-to-year basis until
terminated by one of the parties to the particular contract. Columbia and
Columbia Gulf are obligated under the contracts to transport up to
approximately 12,000 Mcf per day and approximately 4,000 Mcf per day,
respectively, for Delta. Delta acquires its gas for transportation by
Columbia and Columbia Gulf under contracts with a gas marketer, which
contracts extend through April, 1997. During 1996, Delta purchased a total
of approximately 1,065,000 Mcf from the gas marketer, which natural gas was
transported by Columbia and Columbia Gulf.
Delta has a contract with The Wiser Oil Company ("Wiser") to purchase
natural gas from Wiser through 1999. Delta and Wiser annually determine the
daily deliverability from Wiser, and Wiser is committed to deliver that
volume. Wiser currently is obligated to deliver 11,000 Mcf per day to Delta.
Delta purchased approximately 1,585,000 Mcf from Wiser during 1996.
Delta has contracts with Enpro to purchase all the natural gas produced
from Enpro's wells on certain leases in Bell, Knox and Whitley Counties,
Kentucky. These agreements remain in force so long as gas is produced in
commercial quantities from the wells on the leases. Remaining proved,
developed natural gas reserves are estimated at approximately 4,400,000 Mcf.
Delta purchased a total of approximately 205,000 Mcf from those properties
during 1996. Enpro also produces oil from certain of these leases, but oil
production has not been significant.
Delta receives gas under agreements with various other marketers,
brokers and Kentucky producers, most of which are priced as short-term, or
spot-market, purchases. The combined volumes of gas purchased from these
sources during 1996 were approximately 319,000 Mcf.
Resources and Delgasco purchase gas from various marketers and Kentucky
producers, most of which is priced as short-term, or spot-market, purchases.
The gas is resold to industrial customers on Delta's system, to Delta for
system supply and to others. The combined volumes of gas purchased by
Resources and Delgasco from these sources during 1996 were approximately
2,132,000 Mcf.
Delta is presently developing an underground natural gas storage field
with an estimated eventual working capacity of 4,000,000 Mcf. It is
anticipated that this storage capability will permit Delta to purchase and
store gas during the non-heating season, and then withdraw and sell the gas
during the peak usage winter months. Storage project capital expenditures
are estimated at approximately $6 million during fiscal 1997. Delta is
currently recovering a return on storage field investments through rates.
Delta continues to seek additional new gas supplies from all available
sources, including those in the proximity of its facilities in southeastern
Kentucky. Also, Resources and Delgasco continue to pursue acquisitions of
new gas supplies from Kentucky producers and others.
Some producers in Delta's service area can access certain pipeline
delivery systems other than Delta, which provides competition from others for
transportation of such gas. Delta will continue its efforts to purchase or
transport any natural gas available that is produced in reasonable proximity
to its facilities. Delta will continue to maintain an active gas supply
management program that emphasizes long-term reliability and the pursuit of
cost effective sources of gas for its customers.
Regulatory Matters
Delta is subject to the regulatory authority of the Public Service
Commission of Kentucky ("PSC") with respect to various aspects of Delta's
business, including rates and service to retail and transportation customers.
The Company monitors the need to file a general rate case as a way to adjust
its sales prices. Delta currently has no general rate cases filed with the
PSC.
Delta's rates include a Gas Cost Recovery ("GCR") clause, which permits
changes in Delta's gas costs to be reflected in the rates charged to
customers. The GCR requires Delta to make quarterly filings with the PSC,
but such procedure does not require a general rate case. The PSC allows
Delta to recover storage costs in rates through the GCR mechanism or general
rate cases.
In addition to PSC regulation, Delta may obtain non-exclusive franchises
from the cities and communities in which it operates authorizing it to place
its facilities in the streets and public grounds. However, no utility may
obtain a franchise until it has obtained from the PSC a Certificate of
Convenience and Necessity authorizing it to bid on the franchise. Delta
holds franchises in four of the ten cities in which it maintains branch
offices and in six other communities it serves. In the other cities or
communities, either Delta's franchises have expired, the communities do not
have governmental organizations authorized to grant franchises, or the local
governments have not required, or do not want to offer, a franchise. Delta
attempts to acquire or reacquire franchises whenever feasible.
Without a franchise, a local government could require Delta to cease its
occupation of the streets and public grounds or prohibit Delta from extending
its facilities into any new area of that city or community. To date, the
absence of a franchise has had no adverse effect on Delta's operations.
Capital Expenditures
Capital expenditures during 1996 were approximately $13.4 million and
for 1997 are estimated to be approximately $16.4 million. These include
planned expenditures for development of underground natural gas storage,
system extensions, computer system upgrades and the replacement and
improvement of existing transmission, distribution, gathering and general
facilities.
Employees
Delta employed a total of 171 full-time employees on June 30, 1996.
Delta considers its relationship with its employees to be satisfactory.
Delta's employees are not represented by unions or subject to any collective
bargaining agreements.
Consolidated Statistics
For the Years Ended June 30, 1996 1995 1994 1993 1992
Retail Customers Served,
End of Period
Residential .............. 29,840 29,029 27,939 27,293 26,488
Commercial ............... 4,453 4,287 4,242 4,093 4,035
Industrial ............... 75 72 76 75 66
Total ................. 34,368 33,388 32,257 31,461 30,589
Operating Revenues ($000)
Residential sales ........ 16,540 14,772 16,597 14,578 13,945
Commercial sales ......... 9,788 8,673 9,663 8,269 7,651
Industrial sales ......... 1,483 1,248 1,671 1,383 1,188
On-system transportation . 2,913 2,588 2,310 2,451 2,348
Off-system transportation. 418 461 623 836 1,342
Subsidiary sales ......... 5,297 3,959 3,755 3,532 2,580
Other .................... 137 143 228 172 147
Total ................. 36,576 31,844 34,847 31,221 29,201
System Throughput
(Million Cu. Ft.)
Residential sales ........ 2,741 2,173 2,511 2,341 2,202
Commercial sales ......... 1,673 1,328 1,506 1,368 1,235
Industrial sales ......... 291 223 316 281 229
Total retail sales .... 4,705 3,724 4,333 3,990 3,666
For the Years Ended June 30, 1996 1995 1994 1993 1992
On-system transportation.. 2,570 2,390 2,186 2,248 2,061
Off-system transportation. 1,134 1,452 1,997 2,668 4,580
Total ................. 8,409 7,566 8,516 8,906 10,307
Average Annual Consumption Per
End of Period Residential
Customer (Thousand Cu.Ft.). 92 75 90 86 83
Lexington, Kentucky Degree
Days
Actual..................... 5,268 4,217 4,999 4,676 4,370
Percent of 30 year average
(4,712) ................. 111.8 89.5 106.1 99.2 92.7
Average Revenue Per Mcf Sold
at Retail ($) ............. 5.91 6.63 6.44 6.07 6.21
Average Gas Cost Per Mcf Sold
at Retail ($) ............. 2.81 3.37 3.34 2.90 3.01
Item 2. Properties
Delta owns its corporate headquarters in Winchester. In addition,
Delta owns buildings used for branch operations in nine of the cities it
serves and rents an office in one city. Also, Delta owns a building in
Laurel County used for training as well as equipment and materials storage.
The Company owns approximately 1,900 miles of natural gas gathering,
transmission, distribution and service lines. These lines range in size up
to eight inches in diameter. There are no significant encumbrances on these
assets.
Delta holds leases for the storage of natural gas under approximately
8,000 acres located in Bell County, Kentucky. This property is being
developed for the underground storage of natural gas and when complete is
estimated to have a working capacity of approximately 4,000,000 Mcf of gas.
Delta owns the rights to any oil and gas underlying approximately 3,500
acres in Bell County. Portions of these properties are used by Delta for the
storage of natural gas. The maximum capacity of the storage facilities is
approximately 550,000 Mcf. These properties otherwise are currently non-
producing, and Delta has not had reserve studies performed on the properties.
Enpro owns interests in certain oil and gas leases relating to
approximately 11,000 acres located in Bell, Knox and Whitley Counties. There
presently are 56 gas wells and 7 oil wells producing from these properties.
Enpro's remaining proved, developed natural gas reserves are estimated at
approximately 4,400,000 Mcf. Oil production from the property has not been
significant. Also, Enpro owns the oil and gas underlying approximately
11,500 additional acres in Bell, Clay and Knox Counties. These properties
are currently non-producing, and Enpro has not had reserve studies performed
on the properties.
During 1994, Enpro entered an agreement with a producer relating to
approximately 14,000 acres of Enpro's undeveloped holdings. Under the terms
of the agreement, the producer is conducting exploration activities on the
acreage. Enpro reserved the option to participate in wells drilled. Enpro
also retained certain working and royalty interests in any production from
future wells.
There are no significant encumbrances on the Company's assets.
Item 3. Legal Proceedings
Delta and its subsidiaries are not parties to any legal proceedings
which are expected to have a materially adverse impact on the financial
condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of 1996.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Delta has paid cash dividends on its common stock each year since 1964.
While it is the intention of the Board of Directors to continue to declare
dividends on a quarterly basis, the frequency and amount of future dividends
will depend upon the Company's earnings, financial requirements and other
relevant factors, including limitations imposed by the indenture for the
Debentures.
Delta's common stock is traded in the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System under the
symbol DGAS. The accompanying table reflects the high and low sales prices
during each quarter as reported by NASDAQ and the quarterly dividends
declared per share.
Range of Stock Prices($) Dividends
Quarter High Low Per Share($)
Fiscal 1996
First 17 1/4 15 3/4 .28
Second 18 1/4 15 1/2 .28
Third 18 16 .28
Fourth 16 3/4 15 1/2 .28
Fiscal 1995
First 20 17 1/2 .28
Second 18 15 3/4 .28
Third 18 3/4 16 .28
Fourth 18 1/2 16 3/4 .28
There were 2,382 record holders of Delta's common stock as of August 1, 1996.
<TABLE>
Item 6. Selected Consolidated Financial Information
<CAPTION>
For the Years Ended June 30, 1996(a) 1995 1994(b) 1993 1992
Summary of Operations ($)
<S> <C> <C> <C> <C> <C>
Operating
revenues ............ 36,576,055 31,844,339 34,846,941 31,221,410 29,200,834
Operating
income ............... 5,437,055 4,255,088 4,850,673 4,791,816 4,586,323
Net income ........... 2,661,349 1,917,735 2,671,001 2,620,664 2,453,813
Earnings per
common share ......... 1.41 1.04 1.50 1.60 1.52
Dividends
declared per
common share ......... 1.12 1.12 1.11 1.09 1.08
Average Number of
Common Shares
Outstanding ............. 1,886,629 1,850,986 1,775,068 1,635,945 1,612,437
Total Assets ($)......... 81,140,637 65,948,716 61,932,480 55,129,912 50,478,014
Capitalization ($).......
Common share-
holders' equity ...... 23,628,323 22,511,513 22,164,791 17,501,045 16,227,158
Long-term debt ....... 24,488,916 23,702,200 24,500,000 19,596,401 20,187,826
Notes payable re-
financed subsequent
to year end 18,075,000 - - - -
Total
capitalization ....... 66,192,239 46,213,713 46,664,791 37,097,446 36,414,984
Short-Term
Debt ($)(c).......... 1,084,800 6,732,700 3,205,000 7,729,000 4,029,000
For the Years Ended June 30, 1996(a) 1995 1994(b) 1993 1992
Other Items ($)
Capital
expenditures ......... 13,373,416 8,122,838 7,374,747 6,289,508 5,074,483
Total plant .......... 98,795,623 84,944,969 77,882,135 71,187,860 66,032,217
_____________________
(a) During July, 1996, $15,000,000 of debentures and 400,000 shares of common
stock were sold, and the proceeds were used to repay short-term debt and
for general corporate purposes. The balance of the note payable at June
30, 1996 ($18,075,000) is included in total capitalization as a result of
the subsequent refinancing.
(b) During October 1993, $15,000,000 of debentures and
170,000 shares of common stock were sold, and the proceeds were used
to repay short-term debt and to refinance certain long-term debt.
(c) Includes current portion of long-term debt.
</TABLE>
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
The Company's utility operations are subject to regulation by the PSC,
which approves rates that are intended to permit a specified rate of return
on investment. The Company's rate tariffs allow the cost of gas to be passed
through to customers.
Delta's business is temperature-sensitive. Accordingly, the Company's
operating results in any given period reflect, in addition to other factors,
the impact of weather, with colder temperatures resulting in increased sales.
The Company anticipates that this sensitivity to seasonal and weather
conditions will continue to be so reflected in the Company's operating
results in future periods.
Capital expenditures for Delta for fiscal 1997 are expected to be
approximately $16,400,000. Delta generates internally only a portion of the
cash necessary for its capital expenditure requirements and finances the
balance of its capital expenditures on an interim basis through the use of
its borrowing capability under its short-term line of credit. The current
available line of credit is $20,000,000, of which approximately $18,075,000
was borrowed at June 30, 1996. The line of credit, which is with Bank One,
Kentucky, NA, expires during November, 1996. These short-term borrowings
are periodically repaid with the net proceeds from the sale of long-term
debt and equity securities, as was done in July, 1996 when the net proceeds
of approximately $20,400,000 from the sale of $15,000,000 of debentures and
400,000 shares of common stock was used to repay short-term debt and for
working capital.
Because of the seasonal nature of Delta's sales, the smallest
proportion of cash generated from operations is received during the warmer
months when sales volumes decrease considerably. Additionally, most
construction activity takes place during the non-heating season because of
more favorable weather conditions. Therefore, during the warmer, non-
heating months, cash needs for operations and construction are partially met
through short-term borrowings.
The primary cash flows during the last three years are summarized
below:
1996 1995 1994
Provided by operating
activities $ 3,094,809 $ 6,943,183 $ 6,172,019
Used in investing activities (13,373,416) (8,122,838) (7,374,747)
Provided by financing 10,294,461 1,158,887 1,144,396
activities
Net increase (decrease in
cash and cash equivalents $ 15,854 $ (20,768) $ (58,332)
Results of Operations
Operating Revenues
The increase in operating revenues for 1996 of approximately $4,732,000
was due primarily to an increase in retail sales volumes of approximately
980,000 Mcf as a result of the colder winter weather in 1996. Billed degree
days were approximately 112% of the thirty-year average ("normal") degree
days for 1996 as compared with approximately 90% for 1995. In addition, on-
system transportation volumes for 1996 increased approximately 180,000 Mcf,
or 8%. These increases were partially offset by decreases in the cost of
gas purchased that were reflected in rates billed to customers through
Delta's gas cost recovery clause and by a decrease in off-system
transportation volumes of approximately 318,000 Mcf, or 22%, due primarily
to reduced deliveries from local producers.
The decrease in operating revenues for 1995 of approximately $3,003,000
was due primarily to a decrease in retail sales volumes of approximately
609,000 Mcf as a result of the warmer winter weather in 1995 (approximately
90% of normal weather compared to approximately 106% for 1994) and an
approximate $162,000 (545,000 Mcf) decrease in off-system transportation due
to reduced deliveries from some local production. The decrease was partially
offset by an increase in on-system transportation of approximately $278,000
due to a 204,000 Mcf increase in volumes transported and by an increase in
customers served of approximately 1,100, or 3.5%.
Operating Expenses
The increase in purchased gas expense for 1996 of approximately
$1,893,000 was due primarily to the increased gas purchases for retail sales
resulting from the colder winter weather during 1996. The increase was
partially offset by decreases in the cost of gas purchased for retail sales.
The decrease in purchased gas expense for 1996 of approximately
$1,753,000 was due primarily to the decreased retail sales volumes resulting
from the warmer winter weather during 1995.
The increase in operation and maintenance expenses during 1996 of
approximately $640,000 was due primarily to increases in payroll and related
benefit costs.
The decrease in operation and maintenance expenses during 1995 of
approximately $380,000 was due primarily to decreases in payroll and related
benefit costs.
The increases in depreciation expense during 1996 and 1995 of
approximately $327,000 and $206,000, respectively, were due primarily to
additional depreciable plant.
The increases in taxes other than income taxes during 1996 and 1995 of
approximately $173,000 and $78,000, respectively, were primarily due to
increased property taxes which resulted from increased plant and property
valuations, and to increased payroll taxes, which resulted from increased
wages.
Changes in income taxes during 1996 and 1995 of approximately $517,000
and $467,000, respectively, were primarily due to changes in net income.
Interest Charges
The increases in other interest charges during 1996 and 1995 of
approximately $448,000 and $176,000, respectively, were due primarily to
increased average short-term borrowings and increased average interest rates.
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE PAGE
Management's Statement of Responsibility for Financial
Reporting and Accounting 21
Report of Independent Public Accountants 22
Consolidated Statements of Income for the years ended
June 30, 1996 1995 and 1994 23
Consolidated Statements of Cash Flows for the years ended
June 30, 1996, 1995 and 1994 24
Consolidated Balance Sheets as of June 30, 1996 and 1995 26
Consolidated Statements of Changes in Shareholders' Equity
for the years ended June 30, 1996, 1995 and 1994 28
Consolidated Statements of Capitalization as of
June 30, 1996 and 1995 29
Notes to Consolidated Financial Statements 30
Schedule II - Valuation and Qualifying Accounts for the
years ended June 30, 1996, 1995 and 1994 38
Schedules other than those listed above are omitted because they are not
required, not applicable or the required information is shown in the
financial statements or notes thereto.
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
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Registrant intends to file a definitive proxy statement with the
Commission pursuant to Regulation 14A (17 CFR 240.14a) not later than 120
days after the close of the fiscal year. In accordance with General
Instruction G(3) to Form 10-K, the information called for by Items 10, 11, 12
and 13 is incorporated herein by reference to the definitive proxy statement.
Neither the report on Executive Compensation nor the performance graph
included in the Company's definitive proxy statement shall be deemed
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) - Financial Statements, Schedules and Exhibits
(1) - Financial Statements
See Index at Item 8
(2) - Financial Statement Schedules
See Index at Item 8
(3) - Exhibits
Exhibit No.
3(a) - Delta's Amended and Restated Articles of Incorporation
are incorporated herein by reference to Exhibit 3(a) to
Delta's Form 10-Q for the period ended March 31, 1990.
3(b) - Delta's By-Laws as amended August 21, 1996.
4(a) - The Indenture dated April 1, 1991 in respect of 9%
Debentures due April 30, 2011, is incorporated herein by
reference to Exhibit 4(e) to Delta's Form S-2 dated
April 23, 1991.
4(b) - The Indenture dated September 1, 1993 in respect of
6 5/8% Debentures due October 1, 2023, is incorporated
herein by reference to Exhibit 4(e) to Delta's Form S-2
dated September 2, 1993.
4(c) - The Indenture dated July 1, 1996 in respect of 8.3%
Debentures due August 1, 2026, is incorporated
herein by reference to Exhibit 4(c) to Delta's Form S-2
dated June 21, 1996.
10(a) - Certain of Delta's material natural gas supply
contracts are incorporated herein by reference to
Exhibit 10 to Delta's Form 10 for the year ended
June 30, 1978 and by reference to Exhibits C and D
to Delta's Form 10-K for the year ended
June 30, 1980.
10(b) - Gas Purchase Contract between Delta and Wiser is
incorporated herein by reference to Exhibit 2(C) to
Delta's Form 8-K dated February 9, 1981.
10(c) - Assignment to Delta by Wiser of its
Columbia Service Agreement, including a copy of
said Service Agreement, is incorporated herein
by reference to Exhibit 2(D) to Delta's Form 8-K dated
February 9, 1981.
10(d) - Contract between Tennessee and Delta for the
sale of gas by Tennessee to Delta (amends earlier
contract for Nicholasville and Wilmore Service Areas)
is incorporated herein by reference to Exhibit 10(d)
to Delta's Form 10-Q for the period ended
September 30, 1990.
10(e) - Contract between Tennessee and Delta for the sale
of gas by Tennessee to Delta (amends earlier
contract for Jeffersonville Service Area) is
incorporated herein by reference to Exhibit 10(e)
to Delta's Form 10-Q for the period ended September 30,
1990.
10(f) - Contract between Tennessee and Delta for the
sale of gas by Tennessee to Delta (amends earlier
contract for Salt Lick Service Area) is incorporated
herein by reference to Exhibit 10(f) to Delta's Form
10-Q for the period ended September 30, 1990.
10(g) - Contract between Tennessee and Delta for the
sale of gas by Tennessee to Delta (amends earlier
contract for Berea Service Area) is incorporated
herein by reference to Exhibit 10(g) to Delta's
Form 10-Q for the period ended September 30, 1990.
10(h) - Service Agreements between Columbia and Delta for
the sale of gas by Columbia to Delta (amends
earlier service agreements for Cumberland, Stanton
and Owingsville service areas) are incorporated
herein by reference to Exhibit 10(h) to Delta's Form
10-Q for the period ended September 30, 1990.
10(i) - Amendment to Gas Purchase Contract between Delta
and Wiser is incorporated herein by reference to
Exhibit 10(c) to Delta's Form 10-Q for the period
ended December 31, 1988.
10(j) - Second amendment to Gas Purchase Contract
between Delta and Wiser is incorporated herein by
reference to Exhibit 10(j) to Delta's Form 10-K for
the period ended June 30, 1994.
10(k) - Employment agreement between Delta and Alan L.
Heath, an officer, is incorporated herein by reference
to Exhibit 10(k) to Delta's Form 10-Q for the
period ended December 31, 1985.
10(l) - Employment agreements between Delta and two
officers, those being John F. Hall and Robert C.
Hazelrigg, are incorporated herein by reference to
Exhibit 10(m) to Delta's Form 10-Q for the
period ended December 31, 1988.
10(m) - Employment agreement dated May 31, 1995 between
Delta and Glenn R. Jennings, an officer, is incorporated
herein by reference to Exhibit 10(m) to Delta's
Form 10-K for the period ended June 30, 1995.
10(n) - Employment agreement dated June 19, 1995 between
Delta and Johnny L. Caudill, an officer, is incorporated
herein by reference to Exhibit 10(n) to Delta's Form
10K for the period ended June 30, 1995.
12 - Computation of the Consolidated Ratio of
Earnings to Fixed Charges.
21 - Subsidiaries of the Registrant are incorporated
herein by reference to Exhibit 22 to Delta's Form
10-K for the period ended June 30, 1986.
23 - Consent of Independent Public Accountants.
(b) Reports on 8-K.
No reports on Form 8-K were filed during the three months ended June 30,
1996.
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, on the 11th day of
September, 1996.
DELTA NATURAL GAS COMPANY, INC.
By /s/Glenn R. Jennings
Glenn R. Jennings, President
and Chief Executive Officer
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 dates indicated.
(i) Principal Executive Officer:
/s/ Glenn R. Jennings President, Chief September 11, 1996
(Glenn R. Jennings) Executive Officer
and Director
(ii) Principal Financial Officer and Principal Accounting Officer:
/s/ John F. Hall Vice President - Finance, September 11, 1996
(John F. Hall) Secretary and Treasurer
(iii) A Majority of the Board of Directors:
/s/ H. D. Peet Chairman of the Board September 11, 1996
(H. D. Peet)
/s/ Donald R. Crowe Director September 11, 1996
(Donald R. Crowe)
/s/ Jane Hylton Green Director September 11, 1996
(Jane Hylton Green)
/s/ Billy Joe Hall Director September 11, 1996
(Billy Joe Hall)
/s/ Virgil E. Scott Director September 11, 1996
(Virgil E. Scott)
/s/ Henry C. Thompson Director September 11, 1996
(Henry C. Thompson)
/s/ Arthur E. Walker, Jr. Director September 11, 1996
(Arthur E. Walker, Jr.)
Management's Statement of Responsibility for Financial Reporting and
Accounting
Management is responsible for the preparation, presentation and
integrity of the financial statements and other financial information in this
report. In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amount of assets and liabilities and the
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 these estimates.
The Company maintains a system of accounting and internal controls which
management believes provides reasonable assurance that the accounting records
are reliable for purposes of preparing financial statements and that the
assets are properly accounted for and protected.
The Board of Directors pursues its oversight role for these financial
statements through its Audit Committee which consists of three outside
directors. The Audit Committee meets periodically with management to review
the work and monitor the discharge of their responsibilities. The Audit
Committee also meets periodically with the Company's internal auditor as well
as Arthur Andersen LLP, the independent auditors, who have full and free
access to the Audit Committee, with or without management present, to discuss
internal accounting control, auditing and financial reporting matters.
Report of Independent Public Accountants
To the Board of Directors and Shareholders of Delta Natural Gas Company,
Inc.:
We have audited the accompanying consolidated balance sheets and
statements of capitalization of DELTA NATURAL GAS COMPANY, INC. (a Kentucky
corporation) and subsidiary companies as of June 30, 1996 and 1995, and the
related consolidated statements of income, cash flows and changes in
shareholders' equity for each of the three years in the period ended June 30,
1996. These financial statements and the schedule referred to below are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial position of Delta Natural Gas
Company, Inc. and subsidiary companies as of June 30, 1996 and 1995, and the
results of their operations and their cash flows for each of the three years
in the period ended June 30, 1996, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the Index to
Consolidated Financial Statements and Schedule is presented for purposes of
complying with the Securities and Exchange Commission rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Louisville, Kentucky
August 16, 1996
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Statements of
Income
For the Years Ended June 30, 1996 1995 1994
Operating Revenues ............ $36,576,055 $31,844,339 $34,846,941
Operating Expenses
Purchased gas .............. $17,389,755 $15,497,156 $17,250,556
Operation and maintenance
(Note 1) ................. 8,642,511 8,002,797 8,382,767
Depreciation and depletion
(Note 1) ................. 2,510,952 2,183,558 1,977,868
Taxes other than income
taxes .................... 1,036,282 863,340 875,477
Income taxes (Note 1) ...... 1,559,500 1,042,400 1,509,600
Total operating expenses. $31,139,000 $27,589,251 $29,996,268
Operating Income .............. $ 5,437,055 $ 4,255,088 $ 4,850,673
Other Income and Deductions, Net 32,503 50,582 34,987
Income Before Interest Charges. $ 5,469,558 $ 4,305,670 $ 4,885,660
Interest Charges
Interest on long-term debt.. $ 1,851,768 $ 1,879,442 $ 1,879,526
Other interest ............. 867,641 419,693 243,729
Amortization of debt expense 88,800 88,800 91,404
Total interest charges .. $ 2,808,209 $ 2,387,935 $ 2,214,659
Net Income $ 2,661,349 $ 1,917,735 $ 2,671,001
Weighted Average Number of
Common Shares Outstanding ... 1,886,629 1,850,986 1,775,068
Earnings Per Common Share ..... $ 1.41 $ 1.04 $ 1.50
Dividends Declared Per Common
Share ....................... $ 1.12 $ 1.12 $ 1.11
The accompanying notes to consolidated financial statements are an
integral part of these statements.
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Statements of Cash Flows
For the Years Ended June 30, 1996 1995 1994
Cash Flows From Operating Activities:
Net income ...................... $ 2,661,349 $ 1,917,735 $ 2,671,001
Adjustments to reconcile net
income to net cash from
operating activities:
Depreciation, depletion and
amortization ............... 2,663,475 2,272,358 2,069,013
Deferred income taxes and
investment tax credits ..... 1,762,500 (77,000) 874,800
Other - net .................. 484,474 602,180 446,969
(Increase) decrease in assets:
Accounts receivable .......... (860,255) (118,237) 802,197
Materials and supplies ....... (124,697) 173,319 (229,275)
Prepayments .................. 53,702 (105,903) 25,701
Other assets ................. 31,823 (209,225) (780)
Increase (decrease) in
liabilities:
Accounts payable ............. 871,207 178,609) 513,265
Refunds due customers ........ (456,283) 83,572 358,270
Accrued taxes ................ (270,394) 72,210) (34,543)
Other current liabilities .... 56,951 69,742 38,675
(Deferred) advance recovery
of gas cost ................ (3,788,143) 2,583,128 (1,372,030)
Advances for construction and
other ...................... 9,100 2,333 8,756
Net cash provided by
operating activities .... $ 3,094,809 $ 6,943,183 $ 6,172,019
Cash Flows From Investing Activities:
Capital expenditures ............ $(13,373,416) $(8,122,838) $(7,374,747)
Net cash used in investing
activities .............. $(13,373,416) $(8,122,838) $(7,374,747)
The accompanying notes to consolidated financial statements are an
integral part of these statements.
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Statements of Cash Flows
(continued)
For the Years Ended June 30, 1996 1995 1994
Cash Flows From Financing
Activities: (Note 5)
Dividends on common stock .......$ (2,113,414) $(2,073,374) $(1,972,368)
Issuance of common stock, net.... 568,875 502,361 3,965,113
Issuance of debentures, net...... - - 14,246,937
Repayment of long-term debt ..... (561,000) (240,100) (11,330,286)
Issuance of notes payable........ 25,955,000 19,495,000 20,180,000
Repayment of notes payable....... (13,555,000) (16,525,000) (23,945,000)
Net cash provided by
financing activities $ 10,294,461 $ 1,158,887 $ 1,144,396
Net Increase (Decrease) in Cash and
Cash Equivalents ...................$ 15,854 $ (20,768) $ (58,332)
Cash and Cash Equivalents,
Beginning of Year .................. 135,779 156,547 214,879
Cash and Cash Equivalents,
End of Year ........................$ 151,633 $ 135,779 $ 156,547
Supplemental Disclosures of Cash
Flow Information:
Cash paid during the year for:
Interest $ 2,491,091 $ 2,253,472 $ 2,141,705
Income taxes $ 193,560 $ 1,264,942 $ 715,000
The accompanying notes to consolidated financial statements are
an integral part of these statements.
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Balance Sheets
As of June 30, 1996 1995
Assets
Gas Utility Plant, at cost .............. $98,795,623 $84,944,969
Less - Accumulated provision for
depreciation......................... (26,749,774) 24,588,203)
Net gas plant $72,045,849 $60,356,766
Current Assets
Cash and cash equivalents ............ $ 151,633 $ 135,779
Accounts receivable, less accumulated
provisions for doubtful accounts of
$105,756 and $ 81,608 in 1996 and
1995, respectively ................. 2,096,454 1,236,199
Gas in storage, at average cost ...... 427,164 490,710
Deferred gas costs (Note 1) .......... 2,676,357 -
Materials and supplies, at first-in,
first-out cost ..................... 652,139 527,442
Prepayments .......................... 369,544 423,246
Total current assets $ 6,373,291 $ 2,813,376
Other Assets
Cash surrender value of officers' life
insurance (face amount of $1,036,009
and $1,044,355 in 1996 and 1995,
respectively) ...................... $ 304,339 $ 293,116
Note receivable from officer ......... 126,000 130,000
Unamortized debt expense and other
(Note 5) ........................... 2,291,158 2,355,458
Total other assets $ 2,721,497 $ 2,778,574
Total assets $81,140,637 $65,948,716
The accompanying notes to consolidated financial statements are
an integral part of these statements.
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Balance Sheets (continued)
As of June 30, 1996 1995
Liabilities and Shareholders' Equity
Capitalization (See Consolidated Statements
of Capitalization)
Common shareholders' equity .......... $23,628,323 $22,511,513
Long-term debt (Notes 5 and 6)........ 24,488,916 23,702,200
Notes payable refinanced subsequent to
yearend (Note 4).................... 18,075,000 -
Total capitalization .............. $66,192,239 $46,213,713
Current Liabilities
Notes payable (Note 4) ............... $ - $ 5,675,000
Current portion of long-term
debt (Notes 5 and 6)................ 1,084,800 1,057,700
Accounts payable ..................... 2,826,438 1,955,231
Accrued taxes ........................ 93,554 363,948
Refunds due customers ................ 23,354 479,637
Advance recovery of gas cost.......... - 1,111,786
Customers' deposits .................. 304,246 331,708
Accrued interest on debt ............. 637,596 473,001
Accrued vacation ..................... 485,847 454,728
Other accrued liabilities ............ 238,571 349,872
Total current liabilities $ 5,694,406 $12,252,611
Deferred Credits and Other
Deferred income taxes ................ $ 7,318,500 $ 5,510,400
Investment tax credits ............... 779,400 850,400
Regulatory liability (Note 1) ........ 938,300 912,900
Advances for construction and other .. 217,792 208,692
Total deferred credits and other $ 9,253,992 $ 7,482,392
Commitments and Contingencies (Note 7) ..
Total liabilities and
shareholders' equity ............ $81,140,637 $65,948,716
The accompanying notes to consolidated financial statements are an
integral part of these statements.
<TABLE>
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Statements of Changes in
Shareholders' Equity
<CAPTION>
For the Years Ended June 30, 1996 1995 1994
<S> <C> <C> <C>
Common Shares
Balance, beginning of year ............ $ 1,868,734 $ 1,839,340 $ 1,648,485
$1.00 par value of 34,846, 29,394 and
190,855 shares issued in 1996,
1995 and 1994, respectively -
Public issuance of common shares .. - - 170,000
Dividend reinvestment and stock
purchase plan ................... 28,024 25,802 15,355
Employee stock purchase plan and
other ........................... 6,822 3,592 5,500
Balance, end of year .................. $ 1,903,580 $ 1,868,734 $ 1,839,340
Premium on Common Shares
Balance, beginning of year ............ $20,022,643 $19,532,909 $15,562,427
Premium on issuance of common shares-
Public issuance of common shares .. - - 3,570,000
Dividend reinvestment and stock
purchase plan ................... 440,621 425,357 293,782
Employee stock purchase plan and
other ........................... 108,868 64,377 106,700
Balance, end of year .................. $20,572,132 $20,022,643 $19,532,909
Capital Stock Expense
Balance, beginning of year ............ $(1,604,792) $(1,588,025) $(1,391,801)
Issuance of common shares (15,460) (16,767) (196,224)
Balance, end of year .................. $(1,620,252) $(1,604,792) $(1,588,025)
Retained Earnings
Balance, beginning of year ............ $ 2,224,928 $ 2,380,567 $ 1,681,934
Net income .......................... 2,661,349 1,917,735 2,671,001
Cash dividends declared on common
shares - (See Consolidated
Statements of Income for rates) ... (2,113,414) (2,073,374) (1,972,368)
Balance, end of year .................. $ 2,772,863 $ 2,224,928 $ 2,380,567
The accompanying notes to consolidated financial statements are
an integral part of these statements.
</TABLE>
Delta Natural Gas Company, Inc. and Subsidiary Companies
Consolidated Statements of Capitalization
As of June 30, 1996 1995
Common Shareholders' Equity
Common shares, par value $1.00 per share
(Notes 2 and 3)
Authorized - 6,000,000 shares
Issued and outstanding -
1,903,580 and 1,868,734 shares in
1996 and 1995, respectively ........... $ 1,903,580 $ 1,868,734
Premium on common shares .................. 20,572,132 20,022,643
Capital stock expense ..................... (1,620,252) (1,604,792)
Retained earnings (Note 5) ................ 2,772,863 2,224,928
Total common shareholders' equity ...... $23,628,323 $22,511,513
Long-Term Debt (Notes 5 and 6)
Debentures, 6 5/8%, due 2023 .............. $14,000,000 $14,561,000
Debentures, 9%, due 2011................... 10,000,000 10,000,000
Promissory note from acquisition of under-
ground storage, non-interest bearing,
due through 2001 (less $398,419 unamor-
tized discount) 1,401,581 -
Other 172,135 198,900
Total long-term debt ................. $25,573,716 $24,759,900
Less - Amounts due within one year,
included in current liabilities ....... (1,084,800) (1,057,700)
Net long-term debt ................... $24,488,916 $23,702,200
Notes payable refinanced subsequent to
yearend (Note 4) $18,075,000 $ -
Total capitalization .............. $66,192,239 $46,213,713
The accompanying notes to consolidated financial statements are an
integral part of these statements.
DELTA NATURAL GAS COMPANY, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies:
(a) Principles of Consolidation -- Delta Natural Gas Company, Inc. ("Delta"
or "the Company") has four wholly-owned subsidiaries. Delta Resources, Inc.
("Resources") buys gas and resells it to industrial customers on Delta's
system and to Delta for system supply. Delgasco, Inc. buys gas and resells
it to Resources and to customers not on Delta's system. Deltran, Inc.
operates underground natural gas storage facilities that it leases from
Delta. Enpro, Inc. owns and operates production properties. All
subsidiaries of Delta are included in the consolidated financial statements.
Intercompany balances and transactions have been eliminated.
(b) Cash Equivalents -- For the purposes of the Consolidated Statements of
Cash Flows, all temporary cash investments with a maturity of three months or
less at the date of purchase are considered cash equivalents.
(c) Depreciation -- The Company determines its provision for depreciation
using the straight-line method and by the application of rates to various
classes of utility plant. The rates are based upon the estimated service
lives of the properties and were equivalent to composite rates of 2.9%, 2.8%,
and 2.7% of average depreciable plant for 1996, 1995 and 1994, respectively.
(d) Maintenance -- All expenditures for maintenance and repairs of units of
property are charged to the appropriate maintenance expense accounts. A
betterment or replacement of a unit of property is accounted for as an
addition and retirement of utility plant. At the time of such a retirement,
the accumulated provision for depreciation is charged with the original cost
of the property retired and also for the net cost of removal.
(e) Gas Cost Recovery -- Delta has a Gas Cost Recovery ("GCR") clause which
provides for a dollar-tracker that matches revenues and gas costs and
provides eventual dollar-for-dollar recovery of all gas costs incurred. The
Company expenses gas costs based on the amount of gas costs recovered through
revenue. Any differences between actual gas costs and those estimated costs
billed are deferred and reflected in the computation of future billings to
customers using the GCR mechanism.
(f) Revenue Recognition -- The Company records revenues as billed to its
customers on a monthly meter reading cycle. At the end of each month, gas
service which has been rendered from the latest date of each cycle meter
reading to the month-end is unbilled.
(g) Revenues and Customer Receivables -- The Company supplies natural gas to
approximately 34,000 customers in central and southeastern Kentucky.
Revenues and customer receivables arise primarily from sales of natural gas
to customers and from transportation services for others. Provisions for
doubtful accounts are recorded to reflect the expected net realizable value
of accounts receivable.
(h) 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 the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(i) Long-Lived Assets -- In March, 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of " ("SFAS No. 121"), effective for fiscal years beginning after
December 15, 1995. The Company plans to adopt the provisions of SFAS No. 121
in the first quarter of 1997. The new standard requires that long-lived
assets and certain identified intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. In performing such impairment reviews,
companies will be required to estimate the sum of future cash flows from an
asset and compare such amount to the asset's carrying amount. Any excess of
carrying amount over expected cash flows will result in a possible write-down
of an asset to its fair value. Based on current operating conditions, legal
requirements and regulatory environment, the Company does not expect adoption
of SFAS No. 121 to have a material adverse impact on its financial position
or results of operations.
(j) Income Taxes -- The Company provides for income taxes on temporary
differences resulting from the use of alternative methods of income and
expense recognition for financial and tax reporting purposes. The
differences result primarily from the use of accelerated tax depreciation
methods for certain properties versus the straight-line depreciation method
for financial purposes, differences in recognition of purchased gas cost
recoveries and certain other accruals which are not currently deductible for
income tax purposes. Investment tax credits were deferred for certain
periods prior to fiscal 1987 and are being amortized to income over the
estimated useful lives of the applicable properties. The Company utilizes
the liability method for accounting for income taxes, which requires that
deferred income tax assets and liabilities are computed using tax rates that
will be in effect when the book and tax temporary differences reverse. The
change in tax rates applied to accumulated deferred income taxes may not be
immediately recognized in operating results because of ratemaking treatment.
A regulatory liability has been established to recognize the future revenue
requirement impact from these deferred taxes. The temporary differences
which gave rise to the net accumulated deferred income tax liability for the
periods are as follows:
1996 1995
Deferred Tax Liabilities
Accelerated depreciation $8,091,500 $7,186,700
Deferred gas cost 1,055,700
-
Debt expense 399,200 413,500
Other 252,900 178,900
Total $9,799,300 $7,779,100
1996 1995
Deferred Tax Assets
Unamortized investment tax $ 307,400 $ 335,400
credit
Regulatory liabilities 370,000 360,100
Alternative minimum tax credits 1,305,600 724,300
Deferred gas cost - 438,500
Other 497,800 410,400
Total $2,480,800 $2,268,700
Net accumulated deferred
income tax liability $7,318,500 $5,510,400
The components of the income tax provision are comprised of the following for
the years ended June 30:
1996 1995 1994
Components of income tax expense:
Payable currently:
Federal $ 52,100 $ 453,900 $ 306,300
State (255,100) 194,500 100,800
Total $ (203,000) $ 648,400 $ 407,100
Deferred 1,762,500 394,000 1,102,500
Income tax expense $ 1,559,500 $ 1,042,400 $ 1,509,600
Reconciliation of the statutory federal income tax rate to the effective
income tax rate is shown in the table below:
1996 1995 1994
Statutory federal income tax rate 34.0% 34.0% 34.0%
State income taxes net of federal benefit 5.2 5.2 5.2
Amortization of investment tax credit (1.7) (2.4) (1.8)
Other differences - net - (.9) (.9)
Effective income tax rate 37.5% 35.9% 36.5%
(2) Employee Benefit Plans:
(a) Defined Benefit Retirement Plan - Delta has a trusteed, noncontributory,
defined benefit pension plan covering all eligible employees. Retirement
income is based on the number of years of service and annual rates of
compensation. The Company makes annual contributions equal to the amounts
necessary to fund the plan adequately. The funded status of the pension plan
at March 31, the plan year end, and the amounts recognized in the Company's
consolidated balance sheets at June 30 were as follows:
1996 1995 1994
Plan assets at fair value $6,058,458 $5,358,108 $5,251,296
Actuarial present value of benefit
obligation:
Vested benefits $2,789,736 $3,605,363 $4,114,517
Non-vested benefits 9,346 21,742 30,562
Accumulated benefit obligation $2,799,082 $3,627,105 $4,145,079
Additional amounts related
to projected salary increases 2,811,907 1,638,014 1,734,413
Total projected benefit obligation $5,610,989 $5,265,119 $5,879,492
Plan assets in excess of (less than)
projected benefit obligation $ 447,469 $ 92,989 $ (628,196)
Unrecognized net assets at date of
initial application being
amortized over 15 years (254,365) (296,759) (339,153)
Unrecognized net (gain) loss (13,481) 286,557 950,735
Accrued pension asset (liability) $ 179,623 $ 82,787 $ (16,614)
The assets of the plan consist primarily of common stocks, bonds and
certificates of deposit. Net pension costs for the years ended June 30
include the following:
1996 1995 1994
Service cost for benefits earned $ 382,751 $ 432,546 $ 455,097
during the year
Interest cost on projected benefit 356,897 382,167 357,372
obligation
Actual return on plan assets (886,211) (623,972) (45,100)
Net amortization and deferral 444,044 185,660 (353,530)
Net periodic pension cost $ 297,481 $ 376,401 $ 413,839
The weighted average discount rates and the assumed rates of increase in
future compensation levels used in determining the actuarial present values
of the projected benefit obligation at June 30, 1996, 1995 and 1994 were
7.0%, 7.0%, and 6.5%, respectively (discount rates), and 4% (rates of
increase). The expected long-term rates of return on plan assets were 8%.
SFAS No. 106, "Employers' Accounting for Post-Retirement Benefits", and
SFAS No. 112, "Employers' Accounting for Post-Employment Benefits", do not
affect the Company, as Delta does not provide benefits for post-retirement or
post-employment other than the pension plan for retired employees.
(b) Employee Savings Plan - The Company has an Employee Savings Plan
("Savings Plan") under which eligible employees may elect to contribute any
whole percentage between 2% and 15% of their annual compensation. The
Company will match 50% of the employee's contribution up to a maximum Company
contribution of 2% of the employee's annual compensation through June 30,
1996. The maximum Company contribution was increased to 2.5% effective July
1, 1996. For 1996, 1995 and 1994, Delta's Savings Plan expense was
approximately $111,000, $112,000 and $107,000, respectively.
(c) Employee Stock Purchase Plan - The Company has an Employee Stock
Purchase Plan ("Stock Plan") under which qualified permanent employees are
eligible to participate. Under the terms of the Stock Plan, such employees
can contribute on a monthly basis 1% of their annual salary level (as of July
1 of each year) to be used to purchase Delta's common stock. The Company
issues Delta common stock, based upon the fiscal year contributions, using an
average of the last sale price of Delta's stock as quoted in NASDAQ's
National Market System at the close of business for the last five business
days in June and matches those shares so purchased. Therefore, stock
equivalent to approximately $100,900 was issued in July, 1996. The
continuation and terms of the Stock Plan are subject to approval by Delta's
Board of Directors on an annual basis. Delta's Board has continued the Stock
Plan through June 30, 1997.
(3) Dividend Reinvestment and Stock Purchase Plan:
The Company's Dividend Reinvestment and Stock Purchase Plan
(Reinvestment Plan) provides that shareholders of record can reinvest
dividends and also make limited additional investments of up to $50,000 per
year in shares of common stock of the Company. Shares purchased under the
Reinvestment Plan are authorized but unissued shares of common stock of the
Company, and 28,024 shares were issued in 1996. Delta reserved 200,000
shares under the Reinvestment Plan in December, 1994, and, as of June 30,
1996 there were 154,791 shares still available for issuance.
(4) Notes Payable and Line of Credit:
Substantially all of the cash balances of Delta are maintained to
compensate the respective banks for banking services and to obtain lines of
credit; however, no specific amounts have been designated as compensating
balances, and Delta has the right of withdrawal of such funds. At June 30,
1996, the available line of credit was $20,000,000, ($15,000,000 at June 30,
1995) of which $18,075,000 and $5,675,000 had been borrowed at an interest
rate of 6.285%, and 6.935% for 1996 and 1995, respectively. The maximum
amount borrowed during 1996 and 1995 was $18,075,000 and $8,430,000,
respectively. The interest on this line is, at the option of Delta, either
at the daily prime rate or is based upon certificate of deposit rates. The
current line of credit expires on November 15, 1996.
These short-term borrowings were repaid in July, 1996, with the net
proceeds of approximately $20,400,000 from the sale of $15,000,000 of
debentures and 400,000 shares of common stock.
(5) Long-Term Debt:
On July 19, 1996, Delta issued $15,000,000 of 8.3% Debentures that
mature in July, 2026. Redemption on behalf of deceased holders within 60
days of notice of up to $25,000 per holder will be made annually, subject to
an annual aggregate limitation of $500,000. The 8.3% Debentures can be
redeemed by the Company beginning in August, 2001 at a 5% premium, such
premium declining ratably until it ceases in August, 2006. Restrictions
under the indenture agreement covering the 8.3% Debentures include, among
other things, a restriction whereby dividend payments cannot be made unless
consolidated shareholders' equity of the company exceeds $18,000,000. No
retained earnings are restricted under the provisions of the indenture.
On October 18, 1993, Delta issued $15,000,000 of 6 5/8% Debentures that
mature in October, 2023. Each holder may require redemption of up to $25,000
annually, subject to an annual aggregate limitation of $500,000. Such
redemption will also be made on behalf of deceased holders within 60 days of
notice, subject to the annual aggregate $500,000 limitation. The 6 5/8%
Debentures can be redeemed by the Company beginning in October, 1998 at a 5%
premium, such premium declining ratably until it ceases in October, 2003.
On May 1, 1991, Delta issued $10,000,000 of 9% Debentures that mature in
April, 2011. Each holder may require redemption of up to $25,000 of the 9.5%
debentures annually, subject to an annual aggregate limitation of $500,000.
Such redemption will also be made on behalf of deceased holders within 60
days of notice, subject to the annual aggregate $500,000 limitation. The 9%
Debentures can be redeemed by the Company beginning in April, 1996 at a 5%
premium, such premium declining ratably until it ceases in April, 2001. The
Company may not assume any additional mortgage indebtedness in excess of $1
million without effectively securing the 9% Debentures equally to such
additional indebtedness.
Debt issuance expenses are deferred and amortized over the terms of the
related debt. Call premium in 1994 of approximately $475,000 was deferred
and is being amortized over the term of the related debt consistent with
regulatory treatment.
A non-interest bearing promissory note was issued by Delta on November
10, 1995 in the amount of $1,800,000, payable in installments of $400,000 in
1998, $700,000 in 2000 and $700,000 in 2002. The note was issued when Delta
purchased leases and depleted gas wells to develop them for the underground
storage of natural gas. Delta secured the promissory note by escrow of
102,858 shares of Delta's common stock. These shares will be issued to the
holder of the promissory note only in the event of default in payment by
Delta.
This underground natural gas storage field located on Canada Mountain in
Bell County, Kentucky will have an estimated working capacity of 4,000,000
Mcf. It is anticipated that this storage capability will permit Delta to
purchase and store gas during the non-heating season, and then withdraw and
sell the gas during the peak usage winter months. Storage project capital
expenditures are estimated at approximately $6,000,000 during fiscal 1997.
Delta is currently recovering a return on storage field investments through
rates.
Other long-term debt requires principal payments of approximately
$85,000 in 1997 and $67,000 in 1998.
(6) Fair Values of Financial Instruments
The fair value of the Company's debentures is estimated using discounted
cash flow analysis, based on the Company's current incremental borrowing
rates for similar types of borrowing arrangements. The fair value of the
Company's debentures at June 30, 1996 is estimated to be $22,073,000. The
carrying amount in the accompanying consolidated financial statements is
$24,000,000.
The carrying amount of the Company's other financial instruments
including cash equivalents, accounts receivable, notes receivable, accounts
payable and the non-interest bearing promissory note approximate their fair
value.
(7) Commitments and Contingencies:
The Company has entered into individual employment agreements with its
five officers. The agreements expire or may be terminated at various times.
The agreements provide for continuing monthly payments or lump sum payments
and continuation of certain benefits over varying periods in the event
employment is altered or terminated following certain changes in ownership of
the Company.
(8) Rates:
Reference is made to "Regulatory Matters" herein with respect to rate
matters.
(9) Quarterly Financial Data (Unaudited):
The quarterly data reflects, in the opinion of management, all normal
recurring adjustments necessary to present fairly the results for the interim
periods.
Earnings
Operating Net (Loss) per
Operating Income Income Common
Quarter Ended Revenues (Loss) (Loss) Share(a)
Fiscal 1996
September 30 $ 3,774,849 $ (147,522) $ (760,662) $(.41)
December 31 8,406,787 1,331,803 649,089 .34
March 31 16,023,581 3,421,608 2,725,444 1.44
June 30 8,370,838 831,166 47,478 .03
Fiscal 1995
September 30 $ 3,634,262 $ (45,141) $ (633,058) $(.34)
December 31 7,131,698 822,241 228,119 .12
March 31 14,903,281 2,842,418 2,255,994 1.22
June 30 6,175,098 635,570 66,680 .04
______________________________________________________________
(a) Quarterly earnings per share may not equal annual earnings per share due
to changes in shares outstanding.
<TABLE>
SCHEDULE II
DELTA NATURAL GAS COMPANY, INC. AND SUBSIDIARY COMPANIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 1996, 1995 AND 1994
<CAPTION>
Column A Column B Column C Column D Column E
Additions
Balance Charged to Deductions
at Charged to Other Amounts Balance
Beginning Costs and Accounts- Charged Off at End
Description of Period Expenses Recoveries or Paid of Period
<S> <C> <C> <C> <C> <C>
Deducted From the Asset to
Which it Applies - Allowance
for doubtful accounts for
the years ended:
June 30, 1996 $ 81,608 $ 156,000 $ 13,344 $ 145,196 $ 105,756
June 30, 1995 $ 131,324 $ 140,800 $ 24,449 $ 214,965 $ 81,608
June 30, 1994 $ 208,182 $ 100,800 $ 25,906 $ 203,564 $ 131,324
</TABLE>
EXHIBIT INDEX
Exhibit 3(b) Amended and Restated By-Laws
Exhibit 12 Computation of the Consolidated Ratio of
Earnings to Fixed Charges
Exhibit 23 Consent of Independent Certified Public
Accountants
Exhibit 27 Financial Data Schedule
EXHIBIT 3(b)
AMENDED AND RESTATED BY-LAWS
OF
DELTA NATURAL GAS COMPANY, INC.
ARTICLE I
Offices and Registered Agent
1.1 Principal Office. The principal office of the Corporation
shall be located at 3617 Lexington Road, Winchester, Kentucky 40391.
The Corporation may have such other offices, either within or without
the Commonwealth of Kentucky, as the business of the Corporation may
require from time to time.
1.2 Registered Office. The registered office of the Corporation
shall be at 3617 Lexington Road, Winchester, Kentucky 40391. The address of
the registered office may be changed from time to time by the Board of
Directors.
1.3. Registered Agent. The registered agent for the Corporation
shall be the Secretary of the Corporation.
ARTICLE II
Shareholders
2.1 Annual Meetings. The annual meeting of the shareholders shall be
held at the principal office of the Corporation on the third Thursday
in November of each year, at such time as the President may
designate. The Board of Directors of the Corporation, by resolution, may
for any year change the place, date and time for any annual meeting from
that established by the first sentence of this Section 2.1 of ARTICLE II.
The purpose of such annual meetings shall be the election of directors
and such other business as may properly come before it. If the
election of directors shall not be held on the day designated for the
annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as may be practicable.
2.2 Special Meetings. Special meetings of the shareholders may be
called by the President, a majority of the members of the Board of
Directors or the holders of at least thirty-three and one-third percent
(33 1/3%) of all the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting, provided, however, that
such call by such holders shall be subject to all requirements of
Kentucky law.
2.3 Place of Special Meetings. The President or the Board of
Directors may designate any place within or without the Commonwealth of
Kentucky as the place for any special meeting. If no designation is
properly made, or if a special meeting be otherwise called, the place
of meeting shall be at the registered office of the Corporation in the
Commonwealth of Kentucky.
2.4 Notice of Annual or Special Meeting. Written or printed notice
stating the place, day and hour of the annual or special meeting and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor
more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope addressed to
the shareholder at his or her address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
2.5 Fixing of a Record Date. The Board of Directors may fix a
record date in order to determine the shareholders entitled to receive
dividends or distributions, to notice of a shareholders' meeting, to
demand a special meeting, to vote or to take any other action or
receive any allotment of rights. A record date fixed by the Board of
Directors shall not be more than seventy (70) days before the meeting
or action requiring a determination of shareholders. In the event no
record date is fixed by the Board of Directors, the record date
shall be determined pursuant to Kentucky law.
2.6 Quorum and Voting Requirements. Unless the Corporation's
Articles of Incorporation or Kentucky law requires otherwise, a majority
of the votes entitled to be cast on the matter by the voting group
shall constitute a quorum for action on any matter. If a quorum
exists, action on a matter (other than the election of directors) by a
voting group shall be approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless
the Corporation's Articles of Incorporation or Kentucky law requires a
greater number of affirmative votes.
2.7 Proxies.
(a) A shareholder may vote his or her shares in person or
by proxy.
(b) A shareholder may appoint a proxy to vote or otherwise act
for him or her by signing an appointment form, either personally or by
his or her attorney in fact. A telegram or cablegram appearing to have
been transmitted by the proper person, or a photographic, photostatic
or equivalent reproduction of a writing appointing a proxy shall
be deemed to be a sufficient signed appointment form.
(c) An appointment of a proxy shall be effective when
the appointment form is received by the secretary or other officer
or agent authorized to tabulate votes. An appointment shall be valid for
eleven (11) months unless a longer period is expressly provided in the
appointment form.
(d) An appointment of a proxy shall be revocable by
the shareholder unless the appointment form conspicuously stated that
it is irrevocable and the appointment is coupled with an interest.
2.8 Voting of Shares. Subject to the provisions of Section 2.9
hereof, each outstanding share of common stock authorized by the
Corporation's Articles of Incorporation to have voting power shall be
entitled to one vote upon each matter submitted to a vote at a
meeting of shareholders. The voting rights, if any, of classes of
shares other than voting common stock shall be as set forth in the
Corporation's Articles of Incorporation or by appropriate legal action
of the Board of Directors.
2.9 Cumulative Voting. At each election for directors,
each shareholder entitled to vote at such election shall have the right
to cast, in person or by proxy, as many votes in the aggregate as he or
she shall be entitled to vote under the Corporation's Articles
of Incorporation, multiplied by the number of directors to be
elected at such election, and each shareholder may cast the whole
number of votes for one candidate or distribute such votes among two
or more candidates. Directors shall not be elected in any other manner.
2.10 Informal Action by Shareholders. Any action required to be
taken, or which may be taken, at a meeting of the shareholders may be
taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders entitled to vote
with respect to the subject matter thereof.
ARTICLE III
Directors
3.1 General Powers. All corporate powers shall be exercised by or
under the authority of and the business affairs of the Corporation
managed under the direction of the Board of Directors.
3.2 Number, Tenure and Qualifications. The number of directors of the
Corporation shall be nine (9). The Board of Directors shall be divided
into three (3) classes, with each class as nearly equal as
possible. Each director shall hold office for the term for which he or
she is elected or until his or her successor has been elected and
qualified, whichever period is longer.
3.3 Removal and Resignations. At a meeting of shareholders called
expressly for that purpose, any director may be removed for cause by a
vote of the holders of a majority of the shares then entitled to
vote at an election of directors. Removal without cause may occur only
as set forth in the Articles of Incorporation. Notwithstanding the
provisions of this Section, no director may be removed, with or without
cause, if the number of votes sufficient to elect him or her under
cumulative voting is voted against his or her removal. Any member of the
Board of Directors may resign from the Board of Directors at any time by
giving written notice to the President or Secretary of the Corporation,
or to any other person or entity specified by Kentucky law, and
unless otherwise specified in such notice, resignation shall be
effective upon delivery of such notice and shall not require,
acceptance to make it effective.
3.4 Regular Meetings. A regular, annual meeting of the Board of
Directors shall be held immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place, either within or without the
Commonwealth of Kentucky, for the holding of up to 12 additional
regular meetings in the following twelve (12) month period without
other notice than such resolution.
3.5 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors.
All special meetings of the Board of Directors shall be held at the
principal office of the Corporation or such other place as may be
specified in the notice of the meeting.
3.6 Notice. Notice of any special meeting shall be given at least
twelve (12) hours prior thereto by written notice delivered personally
or mailed to each director at his or her business address or by
telephone to each director personally. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail in
a sealed envelope so addressed, postage prepaid. Any director may waive
in writing notice of any meeting.
The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, unless the director at the beginning of
the meeting (or promptly upon his or her arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter
vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
3.7. Quorum. A majority of the number of directors fixed by, or
determined in accordance with, Section 3.2 hereof shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors.
3.8 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless otherwise required by the Articles of
Incorporation.
3.9 Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office.
Any directorship to be filled by reason of an
increase in the number of directors may be filled by the Board of
Directors for a term of office continuing until the next election of
directors by the shareholders.
3.10 Compensation. Each director shall be compensated in accordance
with compensation guidelines established by the Board of Directors. No
such payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation there for.
3.11 Action by Written Consent. Any action required or permitted to he
or she taken by the Board of Directors at a meeting may be taken
without a meeting, if a consent in writing setting forth the action so
taken shall be signed by all of the directors.
3.12 Chairman and Vice-Chairman of the Board. The Board of Directors
may appoint one of its members Chairman of the Board of Directors. The
Board of Directors may also appoint one of its members as Vice-
Chairman of the Board of Directors, and such individual shall serve in
the absence of the Chairman and perform such additional duties as may
be assigned to him or her by the Board of Directors.
ARTICLE IV
Officers
4.1 Classes. The officers of the Corporation shall be a President,
one or more Vice-Presidents, a Secretary, a Treasurer, each of whom
shall be elected by the Board of Directors. Such other officers
and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors.
4.2 Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors at each regular, annual
meeting of the Board of Directors. If the election of officers shall
not be held at any such meeting, such election shall be held as
soon thereafter as is convenient. Vacancies may be filled or new
offices created and filled at any meeting of the Board of Directors.
Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
4.3 Removal and Resignations. Any officer or agent elected or
appointed by the Board of Directors may be removed by the Board of
Directors, with or without cause, whenever, in its judgment, the best
interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
Any officer of the corporation may resign at any time by delivering
notice to the President or Secretary of the Corporation, and unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
An officer's resignation shall not affect the
Corporation's contract rights, if any, with the officer.
4.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
4.5 President. The President shall be the chief executive officer of
the corporation. If no chairman or vice-chairman has been appointed or,
in the absence of both, he or she shall preside at all meetings
of the shareholders and of the Board of Directors. He or she may sign
certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors
or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed. The
President, in general, shall perform all duties incident to the
office of President and chief executive officer and such other duties
as may be prescribed by the Board of Directors from time to time.
Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to
attend, act and vote at any meetings of shareholders of any corporation
in which the Corporation may hold stock, and at any such meeting, shall
hold and may exercise all rights incident to the ownership of such
stock which the Corporation, as owner, might have had and exercised if
present. The Board of Directors may confer like powers on any other
person or persons.
4.6 Vice-President. In the absence of the President, or in the event
of his or her inability or refusal to act, the Vice Presidents in
order designated at the time of their election or otherwise by the
Board of Directors shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to the
restrictions upon the President. Any Vice-President may sign, with
the Secretary or an assistant secretary, certificates for shares of the
corporation and shall perform such other duties as from time to time may
be assigned by the President or by the Board of Directors.
4.7 Treasurer. The Treasurer shall be the chief financial officer of
the Corporation. He or she shall have charge and custody of and be
responsible for all funds and securities of the Corporation, receive and
give receipts for monies due and payable to the Corporation from
any source whatsoever, deposit all such monies in the name of the
Corporation in such banks, trust companies and other depositories as
shall be selected in accord ance with the Provisions of Article V of
these ByLaws and, in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned to him or her by the President or the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
4.8 Secretary. The Secretary shall (a) prepare and keep the
minutes of the shareholders' meetings and of the Board of Directors'
meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-
Laws or as required by law; (c) be custodian of the corporate records
and of the seal, if any, of the Corporation; (d) keep a register
of the Post Office address of each shareholder; (e) sign with the
President or VicePresident certificates for shares of stock of the
Corporation; (f) have general charge of the stock transfer books of
the Corporation; (g) have responsibility for authenticating records
of the Corporation; and, (h) in general, perform all duties incident to
the office of Secretary and such other duties as from time to time may
be assigned to him or her by the President or by the Board of Directors.
4.9 Compensation. The compensation of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such compensation by reason of
the fact that he or she is also a director of the Corporation.
ARTICLE V
Contracts, Loans, Checks
and Deposits
5.1 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract and execute and
deliver any instruments in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific instances.
5.2 Loans. No loans shall be contracted or evidence of
indebtedness issued on behalf of the Corporation unless authorized by the
President or by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
5.3 Deposits, Checks, Drafts, Etc. All funds of the Corporation
not otherwise employed shall be deposited, from time to time, to the
credit of the Corporation in such banks, trust companies and
other depositories selected by the Board of Directors or any two of
the President, a Vice President or Treasurer. All checks,
drafts, electronic fund transfers, wire transfers or other orders for
the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed or otherwise authorized
by such officer or officers, employee or employees, or agent or agents
of the Corporation and in such manner as shall, from time to time,
be determined by resolution of the Board of Directors or any two of
the President, a Vice President or Treasurer.
ARTICLE VI
Certificates for Shares and
Their Transfer
6.1 Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as may be determined by the
Board of Directors and by the laws of the Commonwealth of Kentucky.
Such certificates shall be signed by the President or a Vice-President
and by the Secretary or an assistant secretary, and may be sealed with
the seal of the Corporation, or a facsimile thereof. The
signature of such officers upon such certificates may be
facsimiles if the certificate is manually signed on behalf of a transfer
agent or registrar for the Corporation. All certificates for
shares shall be consecutively numbered. The name of
the person owning the shares represented thereby, with the number of
shares and date of issue, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled, and no new certificates shall be issued
until the former certificates for a like number of shares shall have
been surrendered and cancelled, except that, in case of a lost,
destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as
the Secretary may prescribe.
6.2 Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her legal representative who shall
furnish proper evidence of authority to transfer, or by his or
her attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and
on surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.
ARTICLE VII
INDEMNIFICATION
7.1 Definitions. As used in this Article VII:
(a) "Proceeding" means any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, and whether formal or informal;
(b) "Party" includes a person who was, is or is threatened to be
made a named defendant or respondent in a Proceeding;
(c) "Expenses" include attorneys fees;
(d) "Officer" means any person serving as Chairman of the
Board of Directors, President, Vice-President, Treasurer, Secretary
or Assistant Secretary of the Corporation;
(e) "Director" means an individual who is or was a director
of the Corporation or an individual who, while a director of the
Corporation, is or was serving at the request of the Corporation
as a Director, Officer, Partner, Trustee, Employee or Agent of
another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. A Director shall be
considered serving an employee benefit plan at the request of the
Corporation if his or her duties to the Corporation also impose duties
on, or otherwise involve services by, him or her to the plan or
to participants in or beneficiaries of the plan. "Director" includes,
unless the context requires otherwise, the estate or personal
representative of a director.
7.2 Indemnification by Corporation.
(a) The Corporation shall indemnify any Officer or Director who is
made a Party to any Proceeding by reason of the fact that such person is
or was an Officer or Director if:
(1) Such Officer or Director conducted himself or herself in
good faith; and
(2) Such Officer or Director reasonably believed:
(i) In the case of conduct in his or her
official capacity with the Corporation, that his or her
conduct was in the best interest of the Corporation; and
(ii) In all other cases, that his or her
conduct was at least not opposed to the best interest of
the Corporation; and
(3) In the case of any criminal Proceeding, he or she had
no reasonable cause to believe his or her conduct was unlawful.
(b) A Director's conduct with respect to an employee benefit plan
for a purpose he or she reasonably believes to be in the
interest of the participants in and beneficiaries of the plan shall be
conduct that satisfies the requirement of Section 7.2 (a)(2)(ii) of these
By-Laws.
(c) Indemnification shall be made against judgments, penalties,
fines, settlements and reasonable expenses, including legal
expenses, actually incurred by such Officer or Director in connection
with a Proceeding, except that if the Proceeding was by or in
the right of the Corporation, indemnification shall be made only
against such reasonable expenses and shall not be made in respect of
any Proceeding in which the Officer or Director shall have been adjudged
to be liable to the Corporation. The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, by itself, be determinative
that the Officer or Director did not meet the requisite standard of
conduct set forth in this Section 7.2.
(d) (1) Reasonable expenses incurred by an Officer or Director as
a Party to a Proceeding with respect to which indemnity is to
be provided under this Section 7.2 shall be paid or reimbursed
by the Corporation in advance of the final disposition of such
Proceeding provided:
(i) The Corporation receives (I) a written
affirmation by the Officer or Director of his or her
good faith belief that he or she has met the
requisite standard of conduct set forth in this Section
7.2, and (II) the Corporation receives a written
undertaking by or on behalf of the Officer or Director to
repay such amount if it shall ultimately be determined
that he or she has not met such standard of conduct; and
(ii) The Corporation's Board of Directors (or
other appropriate decisionmaker for the Corporation)
determines
that the facts then known to the Board of Directors
(or decisionmaker) would not preclude
indemnification under Kentucky law.
(2) The undertaking required herein shall be an unlimited
general obligation of the Officer or Director but shall not
require any security and shall be accepted without
reference to the financial ability of the Officer or Director to
make repayment.
(3) Determinations and authorizations of payments under
this Section 7.2(d) shall be made in the manner specified in Section
7.2(e) of these By-Laws.
(e) (1) The Corporation shall not indemnify an Officer or
Director under this Section 7.2 unless authorized in the
specific case after a determination has been made that
indemnification of the Officer or Director is permissible in
the circumstances because he or she has met the standard of conduct
set forth in this Section 7.2.
(2) Such determination shall be made:
(i) By the Corporation's Board of Directors by
majority vote of a quorum consisting of directors not at
the time Parties to the Proceeding;
(ii) If a quorum cannot be obtained under
Section 7.2(e)(2)(i), by majority vote of a committee
duly designated by the Corporation's Board of Directors
(in which designation directors who are Parties may
participate), consisting solely of two (2) or more
directors not at the time Parties to the Proceeding; or
(iii) By special legal counsel:
(I) Selected by Corporation's Board of
Directors or its committee in the manner prescribed in
Sections 7.2(e)(2)(i) and (ii); or
(II) If a quorum of the Board of Directors
cannot be obtained under Section 7.2(e)(2)(i) and a
committee cannot be designated under Section
7.2(e)(2)(ii), selected by a majority vote of the full
Board of Directors (in which selection directors who are
Parties may participate); or
(3) Authorization of indemnification and evaluation as
to reasonableness of expenses shall be made in the same manner
as the determination that indemnification is permissible,
except that if the determination is made by special legal
counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under
Section 7.2(e)(2)(iii) to select counsel.
7.3 Further Indemnification. Notwithstanding any limitation
imposed by Section 7.2 or elsewhere and in addition to the
indemnification set forth in Section 7.2, the Corporation, to the full
extent permitted by law, may agree by contract or otherwise to indemnify
any Officer or Director and hold him or her harmless against any
judgments, penalties, fines, settlements and reason able expenses
actually incurred or reasonably anticipated in connection with any
Proceeding in which any Officer or Director is a Party, provided
the Officer or Director was made a Party to such Proceeding by reason
of the fact that he or she is or was an Officer or Director of the
Corporation or by reason of any inaction, nondisclosure, action or
statement made, taken or omitted by or on behalf of the Officer or
Director with respect to the Corporation or by or on behalf of the
Officer or Director in his or her capacity as an Officer or Director.
7.4 Insurance. The Corporation may, in the discretion of the Board of
Directors, purchase and maintain or cause to be purchased and
maintained insurance on behalf of all Officers and Directors against
any liability asserted against them or incurred by them in their
capacity or arising out of their status as an Officer or Director, to
the extent such insurance is reasonably available. Such insurance
shall provide such coverage for the Officers and Directors as the
Board of Directors may deem appropriate.
ARTICLE VIII
Miscellaneous
8.1 Amendments. The Board of Directors shall have the power and
authority to alter, amend or repeal By-Laws of the Corporation,
subject always to the power of the shareholders under Kentucky law to
change or repeal such By-Laws.
8.2 Fiscal Year. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Corporation. The
fiscal year of the Corporation shall begin on the first day of July and
end on the thirtieth day of June of each year.
8.3 Dividends. The Board of Directors may, from time to time, make
distributions to shareholders in the manner and upon the terms and
conditions provided by Kentucky law and its Articles of Incorporation.
8.4 Seal. The Board of Directors may adopt a corporate seal.
8.5 Waiver of Notice. Whenever any notice is required to be given or
delivered under the provisions of these By-Laws, or under the provisions
of the Corporation's Articles of Incorporation, or under the provisions
of the corporation laws of the Commonwealth of Kentucky, a waiver
thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time state, therein, shall be
equivalent to the delivery or giving of such notice.
8.6 Construction. Unless the context specifically requires
otherwise, any reference in these By-Laws to any gender shall include all
other genders; any reference to the singular shall include the plural; and
any reference to the plural shall include the singular.
THE
ABOVE AMENDED AND RESTATED BY-LAWS
OF THIS CORPORATION WERE ADOPTED BY
THE BOARD OF DIRECTORS AT A MEETING
HELD AUGUST 21, 1996
____/s/John F. Hall__________________
JOHN F. HALL, SECRETARY
<TABLE>
EXHIBIT 12
DELTA NATURAL GAS COMPANY, INC. AND SUBSIDIARY COMPANIES
COMPUTATION OF THE CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Earnings:
Net income ............ $1,917,735 $2,671,001 $2,620,664 $2,453,813 $1,162,582
Provisions for income
taxes ............... 1,042,400 1,509,600 1,543,700 1,441,600 560,500
Fixed charges ......... 2,387,935 2,214,659 2,210,833 2,166,597 1,968,390
Total $5,348,070 $6,395,260 $6,375,197 $6,062,010 $3,691,472
Fixed Charges:
Interest on debt ...... $2,299,135 $2,123,255 $2,134,306 $2,091,117 $1,914,894
Amortization of debt
expense ............. 88,800 91,404 76,527 75,480 53,496
Total $2,387,935 $2,214,659 $2,210,833 $2,166,597 $1,968,390
Ratio of Earnings to
Fixed Charges: 2.24x 2.89x 2.88x 2.80x 1.88x
</TABLE>
EXHIBIT 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of
our report dated August 11, 1995, included in this Form 10-K, into the
Company's previously filed Registration Statement No. 33-56689, relating to
the Dividend Reinvestment and Stock Purchase Plan of the Company.
Arthur Andersen LLP
Louisville, Kentucky
September 6, 1995
<TABLE> <S> <C>
<ARTICLE> OPUR1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 72,045,849
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 6,373,291
<TOTAL-DEFERRED-CHARGES> 2,291,158
<OTHER-ASSETS> 430,339
<TOTAL-ASSETS> 81,140,637
<COMMON> 1,903,581
<CAPITAL-SURPLUS-PAID-IN> 18,951,879
<RETAINED-EARNINGS> 2,772,863
<TOTAL-COMMON-STOCKHOLDERS-EQ> 23,628,323
0
0
<LONG-TERM-DEBT-NET> 24,488,916
<SHORT-TERM-NOTES> 18,075,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,084,800
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 13,863,598
<TOT-CAPITALIZATION-AND-LIAB> 81,140,637
<GROSS-OPERATING-REVENUE> 36,576,055
<INCOME-TAX-EXPENSE> 1,559,500
<OTHER-OPERATING-EXPENSES> 29,579,500
<TOTAL-OPERATING-EXPENSES> 31,139,000
<OPERATING-INCOME-LOSS> 5,437,055
<OTHER-INCOME-NET> 32,503
<INCOME-BEFORE-INTEREST-EXPEN> 5,469,558
<TOTAL-INTEREST-EXPENSE> 2,808,209
<NET-INCOME> 2,661,349
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,661,349
<COMMON-STOCK-DIVIDENDS> 2,113,414
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 3,094,809
<EPS-PRIMARY> 1.41
<EPS-DILUTED> 1.41
</TABLE>
