ROANOKE GAS CO
10-Q, 1997-05-08
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       March 31, 1997
                        -----------------

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)

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

                                               Yes    X     No
                                                    -----       -----

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

                Class                      Outstanding at March 31, 1997
       --------------------------          --------------------------------
       Common Stock, $5 Par Value                1,503,040 Shares
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------

UNAUDITED
- ---------

                                                  March 31,     September 30,
                                                    1997            1996
                                                  --------     -------------
<S>                                          <C>             <C>
ASSETS
- ------
UTILITY PLANT:
Utility Plant in Service                        $63,011,639      $60,454,905 
Accumulated Depreciation                         21,684,307       20,822,398 
                                                -----------      ----------- 
Utility Plant in Service, Net                    41,327,332       39,632,507 
Construction Work-In-Progress                     1,336,296        1,277,999 
                                                -----------      ----------- 
Utility Plant, Net                               42,663,628       40,910,506 
                                                -----------      ----------- 

NONUTILITY PROPERTY:
Propane                                           6,018,626        4,403,630 
Accumulated Depreciation                          2,297,660        2,070,405 
                                                -----------      ----------- 
Nonutility Property, Net                          3,720,966        2,333,225 
                                                -----------      ----------- 
CURRENT ASSETS:
Cash and Cash Equivalents                           167,310          633,322 
Accounts Receivable - (Less Allowance
  for Uncollectibles of $885,388,
  and $279,316, Respectively)                    11,376,471        3,857,407 
Inventories                                       3,178,698        7,402,586 
Prepaid Income Taxes                                      -          297,521 
Deferred Income Taxes                             1,584,328          379,356 
Purchased Gas Adjustments                                 -        1,782,590 
Other                                               662,914          479,926 
                                                -----------      ----------- 
Total Current Assets                             16,969,721       14,832,708 
                                                -----------      ----------- 

OTHER ASSETS                                        723,546          844,660 
                                                -----------      ----------- 

TOTAL                                           $64,077,861      $58,921,099 
                                                ===========      =========== 
</TABLE>
See consolidated notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------

UNAUDITED
- ---------
                                                  March 31,     September 30,
                                                    1997            1996
                                                  --------     -------------
<S>                                          <C>             <C>
LIABILITIES
- -----------
CAPITALIZATION:
Stockholders' Equity:
  Common Stock - Par Value $5; Authorized,
    3,000,000 Shares; Issued and Outstanding
    1,503,040 and 1,475,843 Shares, 
    Respectively                                $ 7,515,200      $ 7,379,215 
  Capital in Excess of Par Value                  4,985,404        4,647,163 
  Retained Earnings                               9,333,553        6,948,623 
                                                -----------      ----------- 
Total Stockholders' Equity                       21,834,157       18,975,001 

Long-Term Debt (Less Current Maturities)         19,858,146       20,222,124 
                                                -----------      ----------- 

Total Capitalization                             41,692,303       39,197,125 
                                                -----------      ----------- 

CURRENT LIABILITIES:
Current Maturities of Long-Term Debt                673,501          669,423 
Notes Payable                                     6,775,000        6,652,500 
Dividends Payable                                   391,357          376,795 
Accounts Payable                                  3,857,047        4,931,467 
Income Taxes Payable                              1,658,821                - 
Customers' Deposits                                 491,403          362,384 
Accrued Expenses                                  3,927,502        3,214,953 
Refunds From Suppliers - Due Customers                    -           23,865 
Purchased gas adjustments                         1,051,712                - 
                                                -----------      ----------- 

Total Current Liabilities                        18,826,343       16,231,387 
                                                -----------      ----------- 

DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred Income Taxes                             3,046,264        2,960,795 
Deferred Investment Tax Credits                     512,951          531,792 
                                                -----------      ----------- 

Total Deferred Credits and Other Liabilities      3,559,215        3,492,587 
                                                -----------      ----------- 


TOTAL                                           $64,077,861      $58,921,099 
                                                ===========      =========== 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED MARCH 31, 1997 AND 1996
- ---------------------------------------------------------------------------------------

UNAUDITED
- ---------
                                                   Three Months Ended              Six Months Ended
                                                        March 31,                     March 31,       
                                                  1997            1996           1997           1996
                                            -----------------------------  ----------------------------
<S>                                        <C>             <C>             <C>           <C>
OPERATING REVENUES:
  Gas utilities                               $21,796,469    $27,129,480     $41,624,436   $43,413,411 
  Propane operations                            2,784,314      2,495,910       5,368,771     4,205,738 
                                              -----------    -----------     -----------   ----------- 
Total operating revenues                       24,580,783     29,625,390      46,993,207    47,619,149 
                                              -----------    -----------     -----------   ----------- 
COST OF GAS:
  Gas utilities                                15,047,006     20,018,797      29,003,487    30,401,222 
  Propane operations                            1,420,611      1,355,634       2,980,442     2,171,777 
                                              -----------    -----------     -----------   ----------- 
Total cost of gas                              16,467,617     21,374,431      31,983,929    32,572,999 
                                              -----------    -----------     -----------   ----------- 
OPERATING MARGIN                                8,113,166      8,250,959      15,009,278    15,046,150 
                                              -----------    -----------     -----------   ----------- 
OTHER OPERATING EXPENSES:
  Gas utilities:
    Other operations                            2,160,397      2,238,246       4,133,478     4,138,006 
    Maintenance                                   385,473        456,357         752,615       887,506 
    Taxes - general                               816,095        840,805       1,556,884     1,516,968 
    Taxes - income                                749,574        888,243       1,316,026     1,536,007 
    Depreciation and amortization                 656,430        585,113       1,290,212     1,169,424 
  Propane operations (including taxes - 
    income of $252,299 $169,251, $399,479
    and $299,233 respectively                     950,198        829,446       1,724,534     1,519,989 
                                              -----------    -----------     -----------   ----------- 
Total other operating expenses                  5,718,167      5,838,210      10,773,749    10,767,900 
                                              -----------    -----------     -----------   ----------- 
OPERATING EARNINGS                              2,394,999      2,412,749       4,235,529     4,278,250 
                                              -----------    -----------     -----------   ----------- 
OTHER INCOME AND DEDUCTIONS:
  Gas utilities:
    Interest Income                                     0            244           7,071           244 
    Merchandising and jobbing, net                 23,415         38,003          63,329        61,648 
    Other deductions                              (18,243)       (29,776)        (37,241)      (49,550)
    Taxes - income                                 (1,701)        (3,129)        (12,394)       (4,647)
  Propane operations, net                          31,320          6,567          70,774        47,409 
                                              -----------    -----------     -----------   ----------- 
Total other income and deductions                  34,791         11,909          91,539        55,104 
                                              -----------    -----------     -----------   ----------- 
Earnings before interest charges                2,429,790      2,424,658       4,327,068     4,333,354 
                                              -----------    -----------     -----------   ----------- 
<PAGE>
INTEREST CHARGES:
  Gas utilities:
    Long-term debt                                471,734        411,987         833,051       825,782 
    Other interest                                107,750         57,816         308,116       117,290 
  Propane operations                               18,550            599          22,869         1,254 
                                              -----------    -----------     -----------   ----------- 
Total interest charges                            598,034        470,402       1,164,036       944,326 
                                              -----------    -----------     -----------   ----------- 
NET EARNINGS                                  $ 1,831,756    $ 1,954,256     $ 3,163,032   $ 3,389,028 
                                              ===========    ===========     ===========   =========== 
EARNINGS PER COMMON SHARE                           $1.22          $1.35           $2.12         $2.35 
                                              ===========    ===========     ===========   =========== 
CASH DIVIDENDS PER SHARE                           $0.260         $0.255          $0.520        $0.510 
                                              ===========    ===========     ===========   =========== 
</TABLE>
See consolidated notes to condensed consolidated financial statements.  
<PAGE>
<TABLE><CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED MARCH 31, 1997 AND 1996
- ---------------------------------------------------------------------------------------

UNAUDITED
- ---------
                                                   Three Months Ended              Six Months Ended
                                                        March 31,                     March 31,       
                                                  1997            1996           1997           1996
                                            -----------------------------  ----------------------------
<S>                                        <C>             <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                   $1,831,756     $1,954,256      $3,163,032    $3,389,028 
Adjustments to reconcile net earnings to 
  net cash used in operating activities:
    Depreciation and amortization                 819,028        710,070       1,612,695     1,419,091 
    (Gain) loss from disposal of property          (2,338)           343          (4,169)          588 
    Changes in assets and liabilities which
      used cash, exclusive of changes and 
      noncash transactions shown separately     3,847,858        573,840          38,532    (2,670,655)
                                              -----------    -----------     -----------   ----------- 
        Net cash used in operating activities   6,496,304      3,238,509       4,810,090     2,138,052 
                                              -----------    -----------     -----------   ----------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant in service and
  under construction and nonutility property   (2,330,528)    (1,017,977)     (4,675,341)   (2,195,558)
Cost of removal of utility plant, net             (34,875)       (21,965)        (92,990)      (49,715)
Proceeds from disposal of equipment                10,103         38,942          18,944        45,694 
                                              -----------    -----------     -----------   ----------- 
        Net cash used in investing activities  (2,355,300)    (1,001,000)     (4,749,387)   (2,199,579)
                                              -----------    -----------     -----------   ----------- 
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of long-term debt and payments on
  obligations under capital leases               (351,913)      (354,029)       (359,900)     (373,909)
Net borrowings under lines of credit           (3,739,000)    (1,859,000)        122,500       880,000 
Cash dividends paid                              (386,746)      (368,721)       (763,541)     (727,464)
Proceeds from issuance of stock                   314,904        208,888         474,226       364,314 
                                              -----------    -----------     -----------   ----------- 
        Net cash provided by (used in)
         financing activities                  (4,162,755)    (2,372,862)       (526,715)      142,941 
                                              -----------    -----------     -----------   ----------- 
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                (21,751)      (135,353)       (466,012)       81,414 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                             189,061        719,662         633,322       502,895 
                                              -----------    -----------     -----------   ----------- 
CASH AND CASH EQUIVALENTS AT                                                                           
  END OF PERIOD                                $  167,310     $  584,309      $  167,310    $  584,309 
                                              ===========    ===========     ===========   =========== 

SUPPLEMENTAL INFORMATION:
Interest paid                                  $  317,964     $  306,391      $1,035,039    $  565,101 
Income taxes paid                              $  951,590     $  531,311      $  909,900    $  862,011 

</TABLE>
See consolidated 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
financial position as of March 31, 1997 and September 30, 1996 and the
results of operations and its cash flows for the three months and six months
ended March 31, 1997 and 1996.  The results of operations for the six months
ended March 31, 1997 are not necessarily indicative of the results to be
expected for the fiscal year ending September 30, 1997.

      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.    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.

3.    Net earnings per share are based on the weighted average number of
shares outstanding during each period (1,495,958 and 1,450,842 for the
three-month periods ended March 31, 1997 and 1996, and 1,488,897 and
1,445,176 for the six-month periods ended March 31, 1997 and 1996,
respectively).  The calculation of weighted average shares outstanding for
1997 and 1996 does not include the effect of common stock equivalents (CSEs),
since the impact of including CSEs in the weighted average shares outstanding
is less than three percent.

4.    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.  An analysis at the Bluefield Gas Company
site indicates some soil contamination.  The Company, with concurrence of
legal counsel, does not believe any events have occurred requiring regulatory
reporting.  Further, 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.  Therefore, the Company has no plans for
subsurface remediation at either of the MGP sites.  Should the Company be
required to remediate either of the MGP sites, 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 work required.  Based upon prior orders of the 
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
- --------------------------------------------------------------
UNAUDITED
- ---------

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, a 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, should any be incurred, and to
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 financial position.

<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

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

Consolidated net earnings for the three-month and six-month periods ended
March 31, 1997 were $1,831,756 and $3,163,032 compared to $1,954,256 and
$3,389,028 for the same period last year.

Operating margin for the three months ended March 31, 1997 decreased $137,793
or 1.7 percent from the comparable period last year due to decreases in
delivered gas volumes associated with a quarter that was 19.4 percent warmer
than the same quarter last year.  Total MCF deliveries were down 10.5 percent
or 468,723 MCF with a reduction of 13.3 percent in the higher margin firm gas
volumes and an increase of 7.6 percent in lower margin interruptible
deliveries.  The firm gas volume decline corresponds to the decrease in
heating degree days for the current quarter.  The interruptible volume
increase is attributable to a reduction in the number and duration of service
interruptions to those customers as a result of the current period's warmer
weather.  The magnitude of the operating margin decline from natural gas
sales was mitigated by the implementation of new rates for Roanoke Gas
Company placed in effect on January 1, 1997.  The new rates were placed into
effect under bond and subject to refund pending the issuance of a final rate
order from the State Corporation Commission of Virginia.  The Company has
established a reserve to cover revenues subject to refund through March 31,
1997.  Propane margins also served to minimize the operating margin decline
despite a reduction in propane volumes delivered for the quarter.  Profit
margins on propane volumes more that offset a decline of 6.1 percent in
propane gallons delivered for the quarter. 

Other operations expenses for the current quarter declined slightly from last
year's levels due to a return to normal operating costs after last year's
much colder weather.  The cold weather during the second quarter of last year
resulted in higher costs to operate and maintain the Company's distribution
system.  Maintenance expenses decreased $70,884 or 15.5% due to the milder
weather in the current quarter and the absence of corporate office renovation
costs incurred last year.  General taxes declined as a result of a reduction
in revenue sensitive taxes.  Depreciation expense has grown as the Company
continues to add plant for new customers and renew existing facilities. 
Propane operations expense increased primarily due to higher income taxes
resulting from higher income levels.  Reductions in propane delivery costs
were offset by costs attributable to increasing customer growth through
marketing activities.  Other income and deductions increased over last year
due to greater activity in the gas marketing area.  Many of our large
industrial customers elected to transport gas during the current quarter and
purchased their gas supply through the Company's gas marketing operation. 
Interest charges increased as the Company's total debt position has increased
by more than $6 million over the prior year comparable period.  The Company's
total average debt outstanding during the current quarter increased due to
the temporary financing of higher average accounts receivable balances, gas
inventories and capital expenditures associated with customer growth and
system renewal programs.

<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

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

For the six-month period ended March 31, 1997, operating margins were
comparable to the same period last year.  The 6.8 percent decline in natural
gas deliveries was offset by increases associated with new natural gas rates
placed into effect during the current quarter and an increase of 6.1 percent
in propane deliveries.  The reasons for expense fluctuations for the
six-month period ended March 31, 1997 in relation to the same period last
year mirror those for the current quarter as compared to the corresponding
prior year quarter, as discussed in the preceding paragraphs.

On December 2, 1996, Roanoke Gas Company filed an application for general
rate increase of $959,277 in additional gross revenues.  On January 1, 1997,
Roanoke Gas Company placed into effect new rates allowing for the additional
gross revenues subject to refund.  The hearing on the proposed rate increase
has been scheduled for June 25, 1997.  Based upon management's analysis of
the Virginia State Corporation Commission's field audit conducted in March
1997, the Company believes that revenues have been fairly stated to
correspond with any anticipated adjustments resulting from the issuance of a
final rate order late this summer.
             
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.  An analysis at the Bluefield Gas Company site indicates
some soil contamination.  The Company, with concurrence of legal counsel,
does not believe any events have occurred requiring regulatory reporting. 
Further, 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.  Therefore, the Company has no plans for subsurface remediation
at either of the MGP sites.  Should the Company be required to remediate
either of the MGP sites, 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 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,
a 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, should any be incurred, and to 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 financial position.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

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

Prior to October 1, 1996, the Company accounted for its stock options in
accordance with the provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees, and related
interpretations.  As such, compensation expense was recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price.  On October 1, 1996, the Company adopted Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (Statement 123), which permits entities to recognize as expense
over the vesting period the fair value of all stock-based awards on the date
of grant.  Alternatively, Statement 123 also allows entities to continue to
apply the provisions of APB Opining No. 25 and provide pro forma net income
and pro forma net income per common share disclosures for stock option grants
made subsequent to October 1, 1995 as if the fair-value-based method defined
in Statement 123 had been applied.  The Company has elected to apply the
provisions of APB Opinion No. 25 for purposes of recording compensation
expense in the condensed consolidated financial statements and will provide
the pro forma disclosure provisions of Statement 123 in its consolidated
financial statements for the year ended September 30, 1997.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings Per Share (Statement
128).  Statement 128 supersedes APB Opinion No. 15, Earnings Per Share, and
specifies the computation, presentation and disclosure requirements for
earnings per share (EPS) for entities with publicly-held common stock or
potential common stock.  Statement 128 replaces Primary EPS and Fully Diluted
EPS per APB Opinion No. 15 with Basic EPS and Diluted EPS, respectively.  It
also requires dual presentation of Basic EPS and Diluted EPS on the face of
the consolidated income statement and requires a reconciliation of the
numerator and denominator of the Basic EPS computation to the numerator and
denominator of the Diluted EPS computation.  The Company is required to adopt
the provisions of Statement 128 on October 1, 1997.  The Company believes the
adoption of Statement 128 will not have a material impact on its EPS
calculations. 

The six-month earnings presented herein should not be considered as
reflective of the Company's consolidated financial results for the fiscal
year ending September 30, 1997.  The total revenues during the first six
months reflect higher billings due to the weather sensitive nature of the gas
business.  As warmer weather dominates the remaining six months of the
Company's fiscal year, net operating losses are normally expected for the
final two quarters which will reduce the Company's net earnings for the
fiscal year.
<PAGE>
                         PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

            (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 March 31, 1997.

<PAGE>

                                 SIGNATURES


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


                                          ROANOKE GAS COMPANY



Date: May 5, 1997                         By:   /s/Roger L. Baumgardner
                                                -----------------------
                                                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 STATEMENT FOR THE QUARTER
ENDED MARCH 31, 1997, 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>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               MAR-30-1997
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   42,663,628
<OTHER-PROPERTY-AND-INVEST>                  3,720,966
<TOTAL-CURRENT-ASSETS>                      16,969,721
<TOTAL-DEFERRED-CHARGES>                             0
<OTHER-ASSETS>                                 723,546
<TOTAL-ASSETS>                              64,077,861
<COMMON>                                     7,515,200
<CAPITAL-SURPLUS-PAID-IN>                    4,985,404
<RETAINED-EARNINGS>                          9,333,553
<TOTAL-COMMON-STOCKHOLDERS-EQ>              21,834,157
                                0
                                          0
<LONG-TERM-DEBT-NET>                        19,858,146
<SHORT-TERM-NOTES>                           6,775,000
<LONG-TERM-NOTES-PAYABLE>                            0
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