ROANOKE GAS CO
10-Q, 1995-02-10
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended  December 31, 1994     

        Commission File No.      0-367           


                             ROANOKE GAS COMPANY                         
        _________________________________________________________________
             (Exact Name of Registrant as Specified in its Charter)


                           VIRGINIA                       54-0359895     
        _________________________________________________________________
                  (State or Other Jurisdiction of      (I.R.S. Employer
                  Incorporation or Organization)       Identification
                                                       No.)

                  519 Kimball Ave., N.E., Roanoke, VA         24016      
        _________________________________________________________________
                  (Address of Principal Executive Offices)     (Zip Code)


                            (703) 983-3800                               
        _________________________________________________________________
             (Registrant's Telephone Number, Including Area Code)

                                      None                              
        ________________________________________________________________
             (Former Name, Former Address and Former Fiscal Year, if 
             Changed Since Last Report)


        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 Act of 1934 during the preceding 12 months (or for
        such shorter period that the registrant was required to file such
        reports), and (2) has been subject to such filing requirements
        for the past 90 days.

                                                     Yes   X     No      
                                                         ______     _____


        Indicate the number of shares outstanding of each of the issuer's
        classes of common stock, as of the close of the period covered by
        this report.

        Common Stock, $5 Par Value             1,391,387 Shares       
        __________________________    ________________________________
                  Class               Outstanding at December 31, 1994
<PAGE>
<TABLE>
<CAPTION>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED CONSOLIDATED BALANCE SHEETS
        DECEMBER 31, 1994 AND SEPTEMBER 30, 1994                         

        UNAUDITED

                                                December 31,   September 30,
                                                    1994            1994    
                                                ____________   _____________
                                                 (Unaudited)     (Audited)
        <S>                                     <C>            <C> 
        ASSETS

        UTILITY PLANT:
        Utility  Plant in Service               $53,442,811    $52,234,738 
        Accumulated Depreciation                 17,909,907     17,465,598
                                                ___________    ___________
        Utility Plant in Service, Net            35,532,904     34,769,140
        Construction Work-In-Progress             1,011,948        495,234 
                                                ___________    ___________
        Utility Plant, Net                       36,544,852     35,264,374
                                                ___________    ___________


        NONUTILITY PROPERTY:
        Propane                                   3,626,388      3,368,339
        Accumulated Depreciation                  1,653,898      1,601,137
                                                ___________    ___________
        Nonutility Property, Propane, Net         1,972,490      1,767,202 
                                                ___________    ___________

        CURRENT ASSETS:
        Cash                                         58,042        177,269
        Accounts Receivable - (Less 
          Allowance for Uncollectibles 
          of $475,051 and $318,834, 
          Respectively)                           7,636,050      3,179,712
        Inventories                               5,565,954      6,376,353
        Deferred Income Taxes                       263,147        160,291
        Prepaid Income Taxes                             -         260,609
        Purchased Gas Adjustments                   517,440        694,423
        Other                                       684,176        480,957
                                                ___________    ___________
        Total Current Assets                     14,724,809     11,329,614 
                                                ___________    ___________


        OTHER ASSETS                              1,213,693      1,218,257 
                                                ___________    ___________


        TOTAL                                   $54,455,844    $49,579,447
                                                ___________    ___________
</TABLE>
        See condensed notes to condensed consolidated financial
        statements.
<PAGE>
<TABLE>
<CAPTION>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED CONSOLIDATED BALANCE SHEETS
        DECEMBER 31, 1994 AND SEPTEMBER 30, 1994                         

        UNAUDITED
                                                December 31,   September 30,
                                                    1994            1994    
                                                ____________   _____________
                                                 (Unaudited)     (Audited)
        <S>                                     <C>            <C> 
        LIABILITIES

        CAPITALIZATION:
        Stockholders' Equity
        Common Stock - Par Value $5; 
          Authorized, 3,000,000 
          Shares; Issued and Outstanding
          1,391,387 and 1,382,343 Shares, 
          Respectively                           $6,956,935     $6,911,715
        Capital in Excess of Par Value            3,740,374      3,631,335
        Retained Earnings                         6,092,273      5,881,869
                                                ___________    ___________
        Total Stockholders' Equity               16,789,582     16,424,919 

        Long-Term Debt (Less Current 
          Maturities)                            17,646,375     16,414,900
                                                ___________    ___________
        Total Capitalization                     34,435,957     32,839,819 
                                                ___________    ___________
        CURRENT LIABILITIES:
        Current Maturities of Long-Term 
          Debt                                    1,120,665        672,146
        Notes Payable                             7,186,000      5,235,000
        Dividends Payable                           348,211        346,032 
        Accounts Payable                          5,929,424      5,320,481
        Accrued Income Taxes                         36,344            - 
        Customers' Deposits                         368,283        336,182
        Accrued Expenses                          1,716,040      1,316,426
        Refunds from Suppliers - Due 
          Customers                                 263,977        498,898
                                                ___________    ___________
        Total Current Liabilities                16,968,944     13,725,165 
                                                ___________    ___________

        DEFERRED CREDITS AND OTHER LIABILITIES:
        Deferred Income Taxes                     2,271,401      2,225,501
        Deferred Investment Tax Credits             599,670        609,090
        Other                                       179,872        179,872
                                                ___________    ___________
        Total Deferred Credits and 
          Other Liabilities                       3,050,943      3,014,463 
                                                ___________    ___________

        TOTAL                                   $54,455,844    $49,579,447 
                                                ___________    ___________
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE
        THREE-MONTH PERIODS ENDED DECEMBER 31, 1994 AND 1993             

        UNAUDITED 
                                                   Three-Months Ended
                                                        December 31,        
                                                ____________________________
                                                    1994          1993
        <S>                                    <C>            <C> 
        OPERATING REVENUES:
        Gas Utilities                           $12,786,144    $17,530,506
        Propane Operations                        1,329,582      1,421,872
                                                ___________    ___________
        Total Operating Revenues                 14,115,726     18,952,378
                                                ___________    ___________

        COST OF GAS:
        Gas Utilities                             8,128,187     12,354,998
        Propane Operations                          628,401        642,510
                                                ___________    ___________
        Total Cost of Gas                         8,756,588     12,997,508
                                                ___________    ___________

        OPERATING MARGIN                          5,359,138      5,954,870
                                                ___________    ___________

        OTHER OPERATING EXPENSES:
        Gas Utilities:
          Other operations                        2,012,561      1,898,796
          Maintenance                               382,345        318,812
          Taxes - general                           589,483        707,759
          Taxes - income                            229,230        448,296
          Depreciation and amortization             525,761        486,740
        Propane operations (including 
          taxes - income of $73,879 and
          $85,159, respectively)                    573,228        580,525
                                                ___________    ___________
        Total Operating Expenses                  4,312,608      4,440,928
                                                ___________    ___________

        OPERATING EARNINGS                        1,046,530      1,513,942
                                                ___________    ___________

        OTHER INCOME AND DEDUCTIONS:
        Gas Utilities:
          Merchandising and Jobbing                  63,399         36,281
          Other Deductions                          (69,452)       (39,222)
          Taxes - Income                              2,410            147
        Propane operations, net                      29,916         23,577
                                                ___________    ___________
        Total Other Income and Deductions            26,273         20,783
                                                ___________    ___________

        EARNINGS BEFORE INTEREST CHARGES          1,072,803      1,534,725
                                                ___________    ___________
<PAGE>
        INTEREST CHARGES:
        Gas Utilities:
          Long-term Debt                            412,365        406,356
          Other Interest                             96,807         77,846
        Propane operations, net                       5,029         14,058
                                                ___________    ___________
        Total Interest Charges                      514,201        498,260
                                                ___________    ___________

        NET EARNINGS                               $558,602     $1,036,465
                                                ___________    ___________

        EARNINGS PER COMMON AND 
          COMMON SHARE EQUIVALENT                     $0.40          $0.80
                                                ___________    ___________

        CASH DIVIDENDS PER SHARE                      $0.25          $0.25
                                                ___________    ___________

</TABLE>
        See condensed notes to condensed consolidated financial
        statements.
<PAGE>
<TABLE>
<CAPTION>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
        THREE-MONTH PERIODS ENDED DECEMBER 31, 1994 AND 1993             

        UNAUDITED                                   Three-Months Ended
                                                        December 31,        
                                                ____________________________
                                                    1994          1993
        <S>                                       <C>          <C>  

        CASH FLOWS FROM OPERATING ACTIVITIES:
        Net earnings                               $558,602     $1,036,465
        Adjustments to reconcile net 
          earnings to net cash provided 
          by operating activities:
        Depreciation and amortization               630,789        581,487
        Loss from disposal of property                3,011            203    
        Changes in working capital, 
          operating assets and 
          liabilities exclusive of 
          changes shown separately               (2,631,284)    (2,138,643)
                                                ____________   ____________
        Net cash used in operating 
          activities                             (1,438,882)      (520,488)
                                                ____________   ____________

        CASH FLOWS FROM INVESTING ACTIVITIES:
        Construction expenditures                (2,104,607)      (942,426)
        Other                                       (42,529)       (14,143)
        Proceeds from disposal of 
          equipment                                  27,570            431
                                                ___________    ___________
        Net cash used in investing 
          activities                             (2,119,566)      (956,138)
                                                ____________   ____________

        CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from issuance of long-
          term debt                               1,700,000      2,000,000
        Retirement of long-term debt                (12,500)      (362,500)
        Payments on obligation under 
          capital lease                              (7,506)        (5,293)
        Borrowings on line-of-credit 
          agreements, net                         1,951,000        400,000
        Cash dividends paid                        (346,032)      (322,325)
        Proceeds from issuance of stock             158,709        154,707
        Capital stock expense                        (4,450)       (60,843)
                                                ____________   ____________
        Net cash provided by financing 
          activities                              3,439,221      1,803,746
                                                ___________    ___________
<PAGE>
        NET INCREASE (DECREASE) IN CASH 
          AND CASH EQUIVALENTS                     (119,227)       327,120

        CASH AND CASH EQUIVALENTS AT
          BEGINNING OF PERIOD                       117,269        885,686
                                                ___________    ___________

        CASH AND CASH EQUIVALENTS AT 
          END OF PERIOD                             $58,042     $1,212,806
                                                ___________    ___________

        SUPPLEMENTAL INFORMATION:
        Interest Paid                              $266,199       $681,482
        Income taxes paid (refunded), net            75,000       (325,000)
</TABLE>

        NONCASH TRANSACTIONS:
        A capital lease obligation of $7,925 was incurred when the
          Company entered into an equipment lease in 1993

        A note receivable of $490,000 was received in 1993 upon the sale 
          of a building, resulting in a deferred gain of $67,556

        See condensed notes to condensed consolidated financial
        statements.
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        UNAUDITED


        1.   In the opinion of management, the accompanying unaudited
        condensed consolidated financial statements contain all
        adjustments (consisting of only normal recurring accruals)
        necessary to present fairly Roanoke Gas Company's consolidated
        financial position as of December 31, 1994 and September 30, 1994
        and the results of operations and cash flows for the three months
        ended December 31, 1994 and 1993.

             The condensed consolidated financial statements and
        condensed notes are presented as permitted by Form 10-Q and do
        not contain certain information included in the Company's annual
        consolidated financial statements and notes.

        2.   The Company incurred an additional $1,700,000 in
        intermediate term debt during the quarter ended December 31, 1994
        in the form of two unsecured notes.  The $1,000,000 note is due
        in full on October 19, 1996 with interest payable monthly at a
        fixed rate of 7.64%.  The $700,000 note is due in full on
        October 18, 1996 with interest payable monthly at a variable rate
        based on LIBOR.

        3.   Quarterly earnings are affected by the highly seasonal
        nature of the business as variations in weather conditions
        generally result in greater earnings during the winter months.

        4.   Earnings per share is based on the weighted average number
        of common and common equivalent shares outstanding during each
        period (1,388,416 and 1,293,718 for the three months ended
        December 31, 1994 and 1993, respectively).

        5.   On May 23, 1994, the Board of Directors of the Company
        declared a 100% stock dividend on the Company's common stock,
        payable on July 1, 1994 to holders of record on June 15, 1994. 
        The 100% common stock dividend has been accounted for as a stock
        split, effected in the form of a dividend, and thus did not
        provide any capitalization of retained earnings.  A total of
        681,924 whole shares of common stock were issued in connection
        with the common stock dividend, and a total of $3,409,625 was
        reclassified from the Company's capital in excess of par value
        account to the Company's common stock account.  All share and per
        share amounts have been restated to retroactively reflect the
        100% stock dividend.

        6.   Both Roanoke Gas Company and Bluefield Gas Company operated
        manufactured gas plants (MGPs) as a source of fuel for lighting
        and heating until the early 1950's.  The process involved heating
        coal in a low-oxygen environment to produce a manufactured gas
        that could be distributed through the Company's pipeline system
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        UNAUDITED


        to customers.  The by-product of the process was coal tar, and
        the potential exists for on-site tar waste contaminants at both
        former plant sites.  The extent of contaminants at these sites,
        if any, is unknown at this time and the Company has not performed
        formal analysis at the Roanoke Gas Company MGP site.  A
        preliminary analysis at the Bluefield Gas Company site indicates
        further evaluation is warranted, and the Company is reviewing
        alternative methods and practices for site investigation.  The
        Company has not received any notices of violation or liabilities
        associated with environmental regulations related to the MGP
        sites and is not aware of any off-site contamination or pollution
        as a result of these prior operations.  Additionally, the Company
        is in the process of evaluating and remediating petroleum
        contamination associated with its present or former ownership of
        underground storage tanks in Roanoke and Bluefield.  Should
        contamination sufficient to warrant remedial action eventually be
        identified, the Company will pursue all prudent and reasonable
        means to recover any related costs, including insurance claims
        and regulatory approval for rate case recognition of expenses
        associated with any remediation work required.  Based upon prior
        orders of the State Corporation Commission of Virginia related to
        environmental matters at other companies, the Company believes it
        will be able to recover prudently incurred costs.  Additionally,
        the stipulated rate case agreement between the Company and the
        West Virginia Public Service Commission recognizes the Company's
        right to defer MGP clean-up costs and seek rate relief for such
        costs.  If the Company eventually incurs costs associated with a
        required clean-up of either MGP site, the Company anticipates
        recording a regulatory asset for such clean-up costs which are
        anticipated to be recoverable in future rates.  Based on
        anticipated regulatory actions and current practices, management
        believes that any costs incurred related to the
        previously-mentioned environmental matters will not have a
        material effect on the Company's consolidated results of
        operations.

        7.   Roanoke Gas Company and Commonwealth Public Service
        Corporation, a subsidiary of Bluefield Gas Company, currently
        hold the only franchises and/or certificates of public
        convenience and necessity to distribute natural gas in their
        respective Virginia service areas.  The franchises generally
        extend for a period of twenty years and are renewable by the
        municipalities.  Certificates of public convenience and
        necessity, which are issued by the Virginia State Corporation
        Commission, are of perpetual duration, subject to compliance with
        regulatory standards.  The franchise for the City of Roanoke, the
        Company's largest service area, expired on August 30, 1993.  On
        August 23, 1993, the Board of Directors of the Company approved
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        UNAUDITED


        an agreement with the City of Roanoke under which such franchise
        agreement was extended for a term of 180 days from August 30,
        1993, upon the same terms and conditions, except that a provision
        of the existing franchise agreement giving the City the option to
        purchase the property of the Company located within the City was
        deleted.  The 180-day extension period expired February 26, 1994. 
        The parties have not yet reached an agreement on a new multi-year
        franchise agreement; however, negotiations are on-going, and the
        Company continues to provide natural gas services to customers in
        the City of Roanoke.  The Company believes that it ultimately
        will secure a new franchise agreement on terms acceptable to the
        Company.  In addition, the franchise for the City of Salem
        expired on July 22, 1994, and the franchise for the Town of
        Vinton expired on December 10, 1994.  Negotiations between the
        Company and the City of Salem and the Town of Vinton are in
        process, and the Company continues to provide natural gas
        services to customers in the City of Salem and the Town of
        Vinton.  The Company also believes that it will ultimately secure
        new franchise agreements with the City of Salem and the Town of
        Vinton on terms acceptable to the Company.  Bluefield Gas Company
        holds the only franchise to distribute natural gas in its West
        Virginia service area.  Its franchise extends for a period of
        thirty years from August 23, 1979.

             Management anticipates that the Company will be able to
        renew all of its franchises.  There can be no assurance, however,
        that a given jurisdiction will not refuse to renew a franchise or
        will not in connection with the renewal of a franchise, impose
        certain restrictions or conditions that could adversely affect
        the Company's business operations or financial condition.
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    


             Consolidated net earnings for the three months ended
        December 31, 1994 were $558,602 compared to $1,036,465 for the
        same period last year.

             Operating revenues and operating margin decreased
        significantly from last year due to the current quarter having
        21% fewer heating degree days than the same period a year ago and
        15% fewer than normal.  Total billed and unbilled volumes
        decreased by more than 277,000 MCFs or almost 9% from the same
        period last year.  The decrease is even more pronounced in the
        higher margin residential and commercial sales which experienced
        a 15% decline in volume.  Propane deliveries decreased more than
        7% in contributing to the lower consolidated margins.  Other
        operations expenses increased $113,765 due to higher labor costs
        and other small expense increases.  Maintenance expenses
        increased $63,533 primarily due to the annual clearing of brush
        from the transmission gas line.  Last year these expenses were
        incurred in the second quarter.  The decrease in general taxes is
        attributable to decreases in revenue sensitive taxes offset by
        general property tax increases.  Depreciation expense increased
        due to the increase in gas plant.  Propane operations decreased
        due to lower income tax expense associated with lower income from
        lower sales volumes.  Total interest expense increased as the
        Company's total debt position increased by more than $1.3
        million.

             On June 15, 1994, Roanoke Gas Company filed an application
        for general rate increase of $1,281,582 in additional gross
        revenues.  On November 13, 1994, Roanoke Gas Company placed into
        effect new rates allowing for additional gross revenues of
        $1,281,582 subject to refund.  A hearing date has been scheduled
        for January 30, 1995.

             Both Roanoke Gas Company and Bluefield Gas Company operated
        manufactured gas plants (MGPs) as a source of fuel for lighting
        and heating until the early 1950's.  The process involved heating
        coal in a low-oxygen environment to produce a manufactured gas
        that could be distributed through the Company's pipeline system
        to customers.  A by-product of the process was coal tar, and the
        potential exists for on-site tar waste contaminants at both
        former plant sites.  The extent of contaminants at these sites,
        if any, is unknown at this time and the Company has not performed
        formal analysis at the Roanoke Gas Company MGP site.  A
        preliminary analysis at the Bluefield Gas Company site indicates
        further evaluation is warranted, and the Company is reviewing
        alternative methods and practices for site investigation.  The
        Company has not received any notices of violation or liabilities
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    


        associated with environmental regulations related to the MGP
        sites and is not aware of any off-site contamination or pollution
        as a result of these prior operations.  Additionally, the Company
        is in the process of evaluating and remediating petroleum
        contamination associated with its present or former ownership of
        underground storage tanks in Roanoke and Bluefield.  Should
        contamination sufficient to warrant remedial action eventually be
        identified, the Company will pursue all prudent and reasonable
        means to recover any related costs, including insurance claims
        and regulatory approval for rate case recognition of expenses
        associated with any remediation work required.  Based upon prior
        orders of the State Corporation Commission of Virginia related to
        environmental matters at other companies, the Company believes it
        will be able to recover prudently incurred costs.  Additionally,
        the stipulated rate case agreement between the Company and the
        West Virginia Public Service Commission recognizes the Company's
        right to defer MGP clean-up costs and seek rate relief for such
        costs.  If the Company eventually incurs costs associated with a
        required clean-up of either MGP site, the Company anticipates
        recording a regulatory asset for such clean-up costs which are
        anticipated to be recoverable in future rates.  Based on
        anticipated regulatory actions and current practices, management
        believes that any costs incurred related to the
        previously-mentioned environmental matters will not have a
        material effect on the Company's consolidated results of
        operations.

             Roanoke Gas Company and Commonwealth Public Service
        Corporation, a subsidiary of Bluefield Gas Company, currently
        hold the only franchises and/or certificates of public
        convenience and necessity to distribute natural gas in their
        respective Virginia service areas.  The franchises generally
        extend for a period of twenty years and are renewable by the
        municipalities.  Certificates of public convenience and
        necessity, which are issued by the Virginia State Corporation
        Commission, are of perpetual duration, subject to compliance with
        regulatory standards.  The franchise for the City of Roanoke, the
        Company's largest service area, expired on August 30, 1993.  On
        August 23, 1993, the Board of Directors of the Company approved
        an agreement with the City of Roanoke under which such franchise
        agreement was extended for a term of 180 days from August 30,
        1993, upon the same terms and conditions, except that a provision
        of the existing franchise agreement giving the City the option to
        purchase the property of the Company located within the City was
        deleted.  The 180-day extension period expired February 26, 1994. 
        The parties have not yet reached an agreement on a new multi-year
        franchise agreement; however, negotiations are on-going, and the
<PAGE>
        ROANOKE GAS COMPANY AND SUBSIDIARIES

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS                    


        Company continues to provide natural gas services to customers in
        the City of Roanoke.  The Company believes that it ultimately
        will secure a new franchise agreement on terms acceptable to the
        Company.  In addition, the franchise for the City of Salem
        expired on July 22, 1994, and the franchise for the Town of
        Vinton expired on December 10, 1994.  Negotiations between the
        Company and the City of Salem and the Town of Vinton are in
        process, and the Company continues to provide natural gas
        services to customers in the City of Salem and the Town of
        Vinton.  The Company also believes that it will ultimately secure
        new franchise agreements with the City of Salem and the Town of
        Vinton on terms acceptable to the Company.  Bluefield Gas Company
        holds the only franchise to distribute natural gas in its West
        Virginia service area.  Its franchise extends for a period of
        thirty years from August 23, 1979.

             Management anticipates that the Company will be able to
        renew all of its franchises.  There can be no assurance, however,
        that a given jurisdiction will not refuse to renew a franchise or
        will not in connection with the renewal of a franchise, impose
        certain restrictions or conditions that could adversely affect
        the Company's business operations or financial condition.

             The three month earnings presented herein should not be
        considered as reflective of the Company's consolidated financial
        results for the fiscal year ending September 30, 1995.  The total
        revenues during the first three months reflect higher billings
        due to the weather sensitive nature of the gas business.  Any
        improvement or decline in earnings depends primarily on
        temperature and weather conditions during the remaining winter
        months.
<PAGE>

                           PART II - OTHER INFORMATION


        Item 6.   (a)  Exhibits.

                       Exhibit 27 - Financial Data Schedule

                  (b)  Reports on Form 8-K.  There were no reports on
                       Form 8-K filed for the three-months ended
                       December 31, 1994.

<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
        1934, the registrant had duly caused this report to be signed on
        its behalf by the undersigned thereunto duly authorized.


                                                ROANOKE GAS COMPANY



        Date:  February 10, 1995           By:  Roger L. Baumgardner      
                                                Vice President/Secretary,
                                                  Treasurer and Principal
                                                  Accounting Officer

<PAGE>


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROANOKE GAS
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER
ENDED DECEMBER 31, 1994, AS SET FORTH IN THE COMPANY'S QUARTERLY REPORT ON FORM
10-Q, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               DEC-31-1994
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   36,544,852
<OTHER-PROPERTY-AND-INVEST>                  1,972,490
<TOTAL-CURRENT-ASSETS>                      14,724,809
<TOTAL-DEFERRED-CHARGES>                     1,213,693
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                              54,455,844
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                          0
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