FORM U-3A-2 ROANOKE GAS COMPANY
FILE NO. 69-331
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Statement By Holding Company Claiming Exemption
-----------------------------------------------
Under Rule U-3A-2 From the Provisions of the
--------------------------------------------
Public Utility Holding Company Act of 1935
------------------------------------------
Roanoke Gas Company ("Roanoke Gas") hereby files with the Securities
and Exchange Commission, pursuant to Rule 2, its statement claiming
exemption as a holding company from the provisions of the Public Utility
Holding Company Act of 1935. In support of such claim for exemption, the
following information is submitted:
1. Roanoke Gas is a public service corporation organized and
existing in good standing under the laws of the Commonwealth of Virginia.
Roanoke Gas distributes natural gas to some 45,456 residential, commercial
and industrial customers located in the City of Roanoke and environs
pursuant to certificates of convenience and necessity at rates and charges
issued and prescribed by the State Corporation Commission of Virginia
("Virginia Commission"). Roanoke Gas owns all of the issued and
outstanding voting securities of Diversified Energy Company, a Virginia
corporation, d/b/a Highland Propane Company ("Highland Propane"), and d/b/a
Highland Gas Marketing. Highland Propane, which is not a public utility,
is operated under two (2) divisions, Highland Propane-Roanoke and Highland
Propane-Bluefield. Highland Propane-Roanoke is engaged in the business of
selling liquefied petroleum gas (propane) in bulk to residential,
commercial and industrial customers in and around Roanoke, Virginia and
Southwest Virginia. Roanoke Gas provides all managerial and other direct
labor, goods and services to Highland Propane-Roanoke under agreement
approved by the Virginia Commission. Highland Propane is not otherwise
subject to the regulatory jurisdiction of the Virginia Commission.
Highland Propane-Bluefield is engaged in the business of selling liquefied
petroleum gas (propane) in bulk to residential, commercial and industrial
customers in Southern West Virginia and has offices in Bluefield and
Rainelle, West Virginia. Highland Gas Marketing is a purchasing and
marketing entity that buys fuels on the spot and short term market and
resells to certain end-users.
Roanoke Gas also owns all of the issued and outstanding securities of
Bluefield Gas Company ("Bluefield Gas"), a West Virginia public service
corporation, which is regulated as to rates and service by the Public
Service Commission of the State of West Virginia ("West Virginia
Commission"). Bluefield Gas provides natural gas service to some 4,057
residential, commercial and industrial customers located in and around
Bluefield, West Virginia. Bluefield Gas, in turn, owns all of the issued
and outstanding voting securities of Commonwealth Public Service
Corporation ("Commonwealth"). Commonwealth is a small Virginia public
service corporation which provides natural gas service to approximately 878
residential, commercial and industrial customers located in and around
Bluefield, Virginia, under rates and charges prescribed by the Virginia
Commission. Bluefield first claimed exemption under Section 3(a)(2) of the
Public Utility Holding Company Act of 1935 ("The Act") in February 1952.
2. Columbia Gas Transmission Corporation ("Columbia") is Roanoke
Gas' primary transporter of natural gas. Columbia historically has
transported two-thirds of Roanoke Gas' gas supply and 100% of Bluefield
Gas' gas supply. Prior to Federal Energy Regulatory Commission Order 636,
Roanoke Gas and Bluefield Gas purchased their core market requirements
through Demand Purchases, Firm Transportation Service and Firm Storage
Service. Additional requirements were met through the use of spot and
short-term purchases under contracts with producers and brokers. Under
Order 636 the responsibility for obtaining dependable natural gas supplies
shifts from the pipeline companies to the local distribution companies and
to other "shippers" of natural gas. The Company purchases gas supplies
from a variety of producers and marketers. Recent examples of suppliers or
marketers include Amoco Energy Trading Corporation, Ashland Exploration,
Inc., Coastal Gas Marketing Company, Columbia Development Corporation,
Columbia Gas Transmission Corporation, Columbia Gulf Transmission
Corporation, Conoco, Inc., Hadson Gas Marketing Company, Mobile Natural
Gas, Inc., Tenneco Energy and Vastar Gas Marketing, Inc.
Roanoke Gas' other major transporter is East Tennessee Natural Gas
Company ("East Tennessee"). Historically, East Tennessee has delivered
one-third of Roanoke Gas' natural gas supply.
Roanoke Gas receives its gas supply from Columbia at two city gate
stations. Each station is connected by a thirty-three mile transmission
line to Columbia's system at Gala, Virginia. Roanoke Gas receives its gas
supply from East Tennessee at four city gate stations located on East
Tennessee's transmission line. The city gate stations are located on the
perimeter of a network of distributions mains located in the Cities of
Roanoke and Salem, the Towns of Vinton, Fincastle and Troutville, and the
Counties of Bedford, Botetourt, Montgomery and Roanoke, Virginia. Also,
located on our transmission line in Botetourt County, Virginia is a
liquefied natural gas storage facility which has the capacity to hold 200
million cubic feet of natural gas.
Bluefield Gas owns a transmission line extending from Princeton, West
Virginia to Bluefield, West Virginia, and a distribution system within the
City of Bluefield, West Virginia and the immediate surrounding area of
Mercer County, West Virginia. A portion of the gas transported by
Bluefield Gas is sold at the West Virginia-Virginia state line to
Commonwealth for resale to its customers through a distribution network in
Bluefield, Virginia and the immediate surrounding area of Tazewell County,
Virginia.
Highland Propane-Bluefield's principal bulk storage facility, located
at its Bluefield, West Virginia facility, is comprised of two 30,000 gallon
storage tanks and one 18,000 gallon storage tank. Two 18,000 gallon
storage tanks are located at its Rainelle, West Virginia facility.
Highland Propane-Roanoke owns and operates four storage facilities.
A facility at Thirlane Road, N.W. in Roanoke, Virginia consists of two
30,000 gallon tanks. A second facility at Fort Chiswell, Virginia consists
of two 30,000 gallon tanks. The third facility is located on the property
of Consolidated Glass in Galax, Virginia and consists of one 30,000 gallon
tank. The fourth facility is located in Craig County, near the town of New
Castle, Virginia and consists of one 30,000 gallon tank.
3. The following information for the last calendar year with
respect to Roanoke Gas, Bluefield Gas and Commonwealth is submitted:
(a) Roanoke Gas distributed at retail 7,997,226 MCF of gas
during the calendar year 1995. Bluefield Gas distributed at retail
822,059 MCF of gas during the calendar year 1995. Commonweatlh
distributed at retail 256,725 MCF of gas during the calendar year
1995.
(b) Neither Roanoke Gas, Bluefield Gas nor Commonwealth
distributed at retail natural gas outside the state of its
incorporation.
(c) Roanoke Gas and Commonwealth did not sell at wholesale
natural gas outside the Commonwealth of Virginia. Bluefield Gas sold
256,725 MCF of natural gas at wholesale to Commonwealth at the
Virginia-West Virginia line.
(d) Roanoke Gas purchased 8,265,634 MCF of natural gas
outside the Commonwealth of Virginia during the calendar year 1995.
All such gas was transported to Roanoke Gas for resale as system
supply by Columbia Gas Transmission Corporation and East Tennessee
Natural Gas Company. Commonwealth purchased 256,725 MCF of natural
gas from Bluefield Gas at the Virginia-West Virginia state line.
Bluefield Gas purchased 1,165,705 MCF of natural gas outside the
State of West Virginia. All such gas was transported to Bluefield
Gas for resale as system supply by Columbia Gas Transmission
Corporation. Bluefield Gas transported 17,681 MCF of natural gas to
its end-users for other marketers. Highland Gas Marketing purchased
and resold 964,667 MCF of natural gas to certain end-users of Roanoke
Gas Company. In addition to the above volumes of Highland Gas
Marketing, Roanoke transported 551,797 MCF of natural gas to its end-
users for other marketers.
4. (a through e) Not applicable. The Company holds no interest,
directly or indirectly in an exempt wholesale generator (EWG) or foreign
utility company.
A consolidating statement of income and surplus and a consolidating
balance sheet of Roanoke Gas and its subsidiaries for the 1995 calendar
year is attached as Exhibit A and Exhibit A(1).
<PAGE>
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on this 26th day of
February, 1996.
ROANOKE GAS COMPANY
By: s/ Frank A. Farmer, Jr.
------------------------------------
Its President
(SEAL)
ATTEST:
s/ Roger L. Baumgardner
- -------------------------------------------
Secretary
Notices and correspondence regarding this statement should be addressed to:
Roger L. Baumgardner
Vice President-Secretary & Treasurer
Roanoke Gas Company
Post Office Box 13007
Roanoke, VA 24030
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES Exhibit A
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995
ROANOKE BLUEFIELD HIGHLAND
GAS GAS PROPANE
COMPANY COMPANY COMPANY ELIMINATIONS CONSOLIDATED
------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Gas utilities $42,543,075 $5,250,105 ($233,656) $47,559,524
Propane operations 4,929,656 4,929,656
------------ ----------- --------- ---------- ------------
Total operating revenues 42,543,075 5,250,105 4,929,656 (233,656) 52,489,180
COST OF GAS:
Gas utilities 25,738,498 3,543,247 29,281,745
Propane operations 2,335,518 2,335,518
------------ ----------- --------- ---------- ------------
Total cost of gas 25,738,498 3,543,247 2,335,518 0 31,617,263
OPERATING MARGIN 16,804,577 1,706,858 2,594,138 (233,656) 20,871,917
OTHER OPERATING EXPENSES:
Gas utilities:
Other operations 6,964,379 703,386 (53,955) 7,613,810
Maintenance 1,119,673 162,197 1,281,870
Taxes - general 1,881,314 288,262 2,169,576
Taxes - income 1,023,043 106,928 1,129,971
Depreciation and
amortization 2,037,443 172,204 (17,609) 2,192,038
Propane operations 2,304,174 (160,751) 2,143,423
------------ ----------- --------- ---------- ------------
Total other operating
expenses 13,025,852 1,432,977 2,304,174 (232,315) 16,530,688
OPERATING EARNINGS 3,778,725 273,881 289,964 (1,341) 4,341,229
OTHER INCOME AND DEDUCTIONS:
Gas utilities:
Interest income 118,272 8,380 (100,000) 26,652
Merchandising and
jobbing, net 79,203 1,518 80,721
Other deductions (88,158) (4,553) (92,711)
Taxes - income (15,386) (3,089) (18,475)
Propane operations, net 193,190 7,194 200,384
------------ ----------- --------- ---------- ------------
Total other income and
deductions 93,931 2,256 193,190 (92,806) 196,571
EARNINGS BEFORE INTEREST
CHARGES 3,872,656 276,137 483,154 (94,147) 4,537,800
INTEREST CHARGES:
Gas utilities:
Long-term debt 1,589,325 92,183 1,681,508
Other interest 174,857 18,952 193,809
Propane operations 9,073 9,073
------------ ----------- --------- ---------- ------------
Total interest charges 1,764,182 111,135 9,073 0 1,884,390
NET EARNINGS $2,108,474 $165,002 $474,081 ($94,147) $2,653,410
============ =========== ========= ========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES Exhibit A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
- ------------------------------------
ROANOKE BLUEFIELD HIGHLAND
GAS GAS PROPANE
ASSETS COMPANY COMPANY COMPANY ELIMINATIONS CONSOLIDATED
- ------ ------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
UTILITY PLANT:
Utility Plant in Service $53,845,620 $5,477,835 ($1,636,290) $57,687,165
Accumulated Depreciation 19,254,546 2,081,607 (1,509,042) 19,827,111
------------ ----------- --------- ---------- ------------
Utility Plant in Service,
Net 34,591,074 3,396,228 0 (127,248) 37,860,054
Construction Work-In-
Progress 662,376 5,315 667,691
------------ ----------- --------- ---------- ------------
Utility Plant, Net 35,253,450 3,401,543 0 (127,248) 38,527,745
------------ ----------- --------- ---------- ------------
NONUTILITY PROPERTY:
Propane 4,143,689 (209,764) 3,933,925
Accumulated Depreciation 2,122,684 (296,484) 1,826,200
------------ ----------- --------- ---------- ------------
Nonutility Property, Net 0 0 2,021,005 86,720 2,107,725
------------ ----------- --------- ---------- ------------
CURRENT ASSETS:
Cash 147,601 163,802 408,259 719,662
Accounts Receivable 7,380,744 752,451 764,862 2,166,842 11,064,899
Inventories 3,611,000 717,447 70,986 4,399,433
Deferred Income Taxes 1,381,016 1,381,016
Prepaid Income Taxes 0
Purchased Gas Adjustments 0
Other 344,120 41,343 49,790 (1,300) 433,953
------------ ----------- --------- ---------- ------------
Total Current Assets 11,483,465 1,675,043 1,293,897 3,546,558 17,998,963
------------ ----------- --------- ---------- ------------
OTHER ASSETS 2,936,530 88,136 (2,130,400) 894,266
------------ ----------- --------- ---------- ------------
TOTAL $49,673,445 $5,164,722 $3,314,902 $1,375,630 $59,528,699
============ =========== =========== =========== ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES Exhibit A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
- -----------------------------------
ROANOKE BLUEFIELD HIGHLAND
LIABILITIES GAS GAS PROPANE CONSOLIDATED
- ----------- COMPANY COMPANY COMPANY ELIMINATIONS TOTAL
------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION:
Stockholders' Equity:
Common Stock $7,213,735 $49,704 $196,421 ($246,125) $7,213,735
Capital in Excess of
Par Value 2,209,981 257,805 215,956 1,570,092 4,253,834
Retained Earnings 7,360,568 1,644,963 1,799,744 (3,496,195) 7,309,080
------------ ----------- --------- ---------- ------------
Total Stockholders' Equity 16,784,284 1,952,472 2,212,121 (2,172,228) 18,776,649
Long-Term Debt (Less
Current Maturities) 11,533,560 50,000 11,583,560
------------ ----------- --------- ---------- ------------
Total Capitalization 28,317,844 2,002,472 2,212,121 (2,172,228) 30,360,209
------------ ----------- --------- ---------- ------------
CURRENT LIABILITIES:
Current Maturities of
Long-Term Debt 5,830,020 1,250,000 7,080,020
Notes Payable 3,753,000 428,000 4,181,000
Dividends Payable 368,721 368,721
Accounts Payable 4,732,923 472,189 575,323 2,166,842 7,947,277
Accrued Income Taxes 712,684 278,372 311,192 1,302,248
Customers' Deposits 338,966 66,921 9,469 415,356
Accrued Expenses 2,170,474 236,256 73,481 2,480,211
Refunds From Suppliers -
Due Customers 473,048 123,988 597,036
Purchased Gas Adjustments 1,171,103 295,906 1,467,009
------------ ----------- --------- ---------- ------------
Total Current Liabilities 19,550,939 3,151,632 969,465 2,166,842 25,838,878
------------ ----------- --------- ---------- ------------
DEFERRED CREDITS AND OTHER
LIABILITIES:
Deferred Income Taxes 1,262,283 (8,024) 133,316 1,381,016 2,768,591
Deferred Investment Tax
Credits 542,379 18,642 561,021
Other Deferred Credits 0 0
------------ ----------- --------- ---------- ------------
Total Deferred Credits and
Other Liabilities 1,804,662 10,618 133,316 1,381,016 3,329,612
------------ ----------- --------- ---------- ------------
TOTAL $49,673,445 $5,164,722 $3,314,902 $1,375,630 $59,528,699
============ =========== ========= ========== ============
</TABLE>
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY
FINANCIAL DATA SCHEDULE
<S> <C> <C>
Item No. Caption Heading
------- ---------------
1 Total Assets $59,528,699
2 Total Operating Revenues 52,489,180
3 Net Income 2,653,410
</TABLE>
<PAGE>
EXHIBIT C
NOT APPLICABLE
<PAGE>
<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY Exhibit A
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED 12-31-95
BLUEFIELD COMMONWEALTH
GAS PUBLIC
COMPANY SERVICE ELIMINATIONS CONSOLIDATED
------- ------- ------------ ------------
<S> <C> <C> <C> <C>
OPERATING REVENUE $4,904,907 $1,259,397 (914,199) $5,250,105
COST OF GAS 3,543,247 894,900 (894,900) 3,543,247
----------- ----------- ----------- -----------
OPERATING MARGIN 1,361,660 364,497 (19,299) 1,706,858
OTHER OPERATING EXPENSES:
Other operations 566,103 156,582 (19,299) 703,386
Maintenance 114,666 47,531 162,197
Taxes - general 238,221 50,041 288,262
Taxes - income 84,237 22,691 106,928
Depreciation and amortization 129,514 42,690 172,204
----------- ----------- ----------- -----------
Total other operating expenses 1,132,741 319,535 (19,299) 1,432,977
OPERATING EARNINGS 228,919 44,962 0 273,881
OTHER INCOME AND DEDUCTIONS:
Interest income 8,380 8,380
Merchandising and jobbing, net 1,518 1,518
Other deductions (4,307) (246) (4,553)
Taxes - income (3,173) 84 (3,089)
----------- ----------- ----------- -----------
Total other income and deductions 2,418 (162) 0 2,256
EARNINGS BEFORE INTEREST CHARGES 231,337 44,800 0 276,137
INTEREST CHARGES:
Long-term debt 92,183 92,183
Other interest 18,186 766 18,952
----------- ----------- ----------- -----------
Total interest charges 110,369 766 0 111,135
NET EARNINGS $120,968 $44,034 $0 $165,002
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY Exhibit A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
BLUEFIELD COMMONWEALTH
GAS PUBLIC
COMPANY SERVICE ELIMINATIONS CONSOLIDATED
------- ------- ------------ ------------
<S> <C> <C> <C> <C>
ASSETS:
UTILITY PLANT:
Utility Plant in Service $4,449,392 $1,028,443 $5,477,835
Accumulated Depreciation 1,768,181 313,426 2,081,607
----------- ----------- ----------- -----------
Utility Plant in Service, Net 2,681,211 715,017 0 3,396,228
Construction Work-In-Progress 5,249 66 5,315
----------- ----------- ----------- -----------
Utility Plant, Net 2,686,460 715,083 0 3,401,543
CURRENT ASSETS:
Cash 160,241 3,561 163,802
Accounts Receivable 841,764 (89,313) 752,451
Inventories 717,447 717,447
Deferred Income Taxes 0
Gas Cost Recoverable
from Customers 0
Purchased Gas Adjustment 75,697 (75,697) 0
Other 41,343 41,343
----------- ----------- ----------- -----------
Total Current Assets 1,760,795 (10,055) (75,697) 1,675,043
OTHER ASSETS:
Unrecovered Purchase Gas
Adjustments 0
Other 55,922 12,229 19,985 88,136
----------- ----------- ----------- -----------
Total Other Assets 55,922 12,229 19,985 88,136
TOTAL $4,503,177 $717,257 ($55,712) $5,164,722
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY Exhibit A(1)
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1995
BLUEFIELD COMMONWEALTH
GAS PUBLIC
COMPANY SERVICE ELIMINATIONS CONSOLIDATED
------- ------- ------------ ------------
<S> <C> <C> <C> <C>
LIABILITIES:
CAPITALIZATION:
Stockholders' Equity:
Common Stock $49,704 $500 ($500) $49,704
Capital in Excess of Par Value 220,564 37,241 257,805
Retained Earnings 1,228,939 416,024 1,644,963
----------- ----------- ----------- -----------
Total Stockholders' Equity 1,499,207 453,765 (500) 1,952,472
Long-Term Debt (Less Current
Maturities) 50,000 50,000
----------- ----------- ----------- -----------
Total Capitalization 1,549,207 453,765 (500) 2,002,472
CURRENT LIABILITIES:
Current Maturities of
Long-Term Debt 1,250,000 1,250,000
Notes Payable 428,000 428,000
Dividends Payable 0
Accounts Payable 352,796 119,393 472,189
Accrued Income Taxes 245,589 32,783 278,372
Customers' Deposits 58,952 7,969 66,921
Accrued Expenses 233,818 2,438 236,256
Refunds From Suppliers -
Due Customers 90,267 33,721 123,988
Purchased Gas Adjustments 371,603 (75,697) 295,906
----------- ----------- ----------- -----------
Total Current Liabilities 3,031,025 196,304 (75,697) 3,151,632
DEFREERD CREDITS AND
OTHER LIABILITIES:
Deferred income taxes (72,431) 64,407 (8,024)
Deferred investment tax credits 15,181 3,461 18,642
Other Deferred Credits (19,805) (680) 20,485 0
----------- ----------- ----------- -----------
Total deferred credits and
other liabilities (77,055) 67,188 20,485 10,618
TOTAL $4,503,177 $717,257 ($55,712) $5,164,722
=========== =========== =========== ===========
</TABLE>
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
BLUEFIELD GAS COMPANY
FINANCIAL DATA SCHEDULE
<S> <C> <C>
Item No. Caption Heading
------- ---------------
1 Total Assets $5,164,722
2 Total Operating Revenues 5,250,105
3 Net Income 165,002
</TABLE>
<PAGE>
EXHIBIT C
NOT APPLICABLE
<PAGE>
<TABLE> <S> <C>
<ARTICLE> OPUR3
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATING INCOME STATEMENTS OF ROANOKE GAS CO. AND SUBSIDIARIES AND OF
BLUEFIELD GAS CO. AND THE CONSOLIDATING BALANCE SHEETS OF ROANOKE GAS CO.
AND SUBSIDIARIES AND OF BLUEFIELD GAS CO. FOR THE YEAR ENDED DEC. 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 2
<NAME> DIVERSIFIED ENERGY CO. & COMMONWEALTH PUBLIC SERVICE CORP.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 59,528,699
<TOTAL-OPERATING-REVENUES> 52,489,180
<NET-INCOME> 2,653,410
</TABLE>
