SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1997
-----------------
Commission File No. 0-367
-----------------
ROANOKE GAS COMPANY
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(Exact name of Registrant as Specified in its Charter)
VIRGINIA 54-0359895
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
519 Kimball Ave., N.E., Roanoke, VA 24016
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(Address of Principal Executive Offices) (Zip Code)
(540) 983-3800
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(Registrant's Telephone Number, Including Area Code)
None
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(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 June 30, 1997
-------------------------- ----------------------------
Common Stock, $5 Par Value 1,516,136 Shares
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- -------------------------------------
UNAUDITED
- ---------
June 30, September 30,
1997 1996
--------- -------------
<S> <C> <C>
ASSETS
- ------
UTILITY PLANT:
Utility Plant in Service $64,396,186 $60,454,905
Accumulated Depreciation 22,173,760 20,822,398
---------- ----------
Utility Plant in Service, Net 42,222,426 39,632,507
Construction Work-In-Progress 1,051,369 1,277,999
---------- ----------
Utility Plant, Net 43,273,795 40,910,506
---------- ----------
NONUTILITY PROPERTY:
Propane 6,320,609 4,403,630
Accumulated Depreciation 2,430,572 2,070,405
---------- ----------
Nonutility Property, Net 3,890,037 2,333,225
---------- ----------
CURRENT ASSETS:
Cash and Cash Equivalents 74,474 633,322
Accounts Receivable - (Less Allowance
for Uncollectibles of $1,048,156,
and $279,316, Respectively) 5,368,673 3,857,407
Inventories 4,866,841 7,402,586
Prepaid Income Taxes - 297,521
Deferred Income Taxes 1,422,996 379,356
Purchased Gas Adjustments - 1,782,590
Other 572,694 479,926
---------- ----------
Total Current Assets 12,305,678 14,832,708
---------- ----------
OTHER ASSETS 705,640 844,660
---------- ----------
TOTAL $60,175,150 $58,921,099
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- -------------------------------------
UNAUDITED
- ---------
June 30, September 30,
1997 1996
--------- -------------
<S> <C> <C>
LIABILITIES
- -----------
CAPITALIZATION:
Stockholders' Equity:
Common Stock - Par Value $5; Authorized,
3,000,000 Shares; Issued and Outstanding
1,516,136 and 1,475,843 Shares, Respectively $7,580,680 $7,379,215
Capital in Excess of Par Value 5,141,410 4,647,163
Retained Earnings 8,690,803 6,948,623
---------- ----------
Total Stockholders' Equity 21,412,893 18,975,001
Long-Term Debt (Less Current Maturities) 19,584,140 20,222,124
---------- ----------
Total Capitalization 40,997,033 39,197,125
---------- ----------
CURRENT LIABILITIES:
Current Maturities of Long-Term Debt 658,963 669,423
Notes Payable 4,030,000 6,652,500
Dividends Payable 394,746 376,795
Accounts Payable 4,310,885 4,931,467
Income Taxes Payable 1,194,259 -
Customers' Deposits 449,618 362,384
Accrued Expenses 3,664,563 3,214,953
Refunds From Suppliers - Due Customers 393,563 23,865
Purchased Gas Adjustments 480,725 -
---------- ----------
Total Current Liabilities 15,577,322 16,231,387
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred Income Taxes 3,097,264 2,960,795
Deferred Investment Tax Credits 503,531 531,792
---------- ----------
Total Deferred Credits and Other Liabilities 3,600,795 3,492,587
---------- ----------
TOTAL $60,175,150 $58,921,099
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE-MONTH AND NINE-MONTH PERIODS
ENDED JUNE 30, 1997 AND 1996
- -----------------------------------------------------------------------------------------
UNAUDITED
- ---------
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
------------------ ------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES:
Gas utilities $ 9,029,327 $ 9,708,342 $50,653,763 $53,121,753
Propane operations 865,115 726,689 6,233,886 4,932,427
---------- ---------- ---------- ----------
Total operating revenues 9,894,442 10,435,031 56,887,649 58,054,180
---------- ---------- ---------- ----------
COST OF GAS:
Gas utilities 5,468,123 6,192,485 34,471,610 36,593,707
Propane operations 437,404 392,431 3,417,846 2,564,208
---------- ---------- ---------- ----------
Total cost of gas 5,905,527 6,584,916 37,889,456 39,157,915
---------- ---------- ---------- ----------
OPERATING MARGIN 3,988,915 3,850,115 18,998,193 18,896,265
---------- ---------- ---------- ----------
OTHER OPERATING EXPENSES:
Gas utilities:
Other operations 1,929,234 1,987,394 6,062,712 6,125,400
Maintenance 293,126 500,440 1,045,741 1,387,946
Taxes - general 478,658 485,154 2,035,542 2,002,122
Taxes - income (88,165) (153,375) 1,227,861 1,382,632
Depreciation and amortization 631,681 585,885 1,921,893 1,755,309
Propane operations (including taxes - income
of $(58,977), $(79,231), $340,502
and $216,201, respectively 482,844 406,281 2,207,378 1,926,270
---------- ---------- ---------- ----------
Total other operating expenses 3,727,378 3,811,779 14,501,127 14,579,679
---------- ---------- ---------- ----------
OPERATING EARNINGS 261,537 38,336 4,497,066 4,316,586
---------- ---------- ---------- ----------
OTHER INCOME AND DEDUCTIONS:
Gas utilities:
Interest Income - 30 7,071 274
Merchandising and jobbing, net 13,117 14,252 76,446 75,900
Other deductions (12,266) (19,729) (49,507) (69,279)
Taxes - income (377) 1,816 (12,771) (2,831)
Propane operations, net 26,410 25,707 97,184 73,116
---------- ---------- ---------- ----------
Total other income and deductions 26,884 22,076 118,423 77,180
---------- ---------- ---------- ----------
Earnings Before Interest Charges 288,421 60,412 4,615,489 4,393,766
---------- ---------- ---------- ----------
<PAGE>
INTEREST CHARGES:
Gas utilities:
Long-term debt 458,252 401,799 1,291,303 1,227,581
Other interest 60,411 65,979 368,527 183,269
Propane operations 17,492 574 40,361 1,828
---------- ---------- ---------- ----------
Total interest charges 536,155 468,352 1,700,191 1,412,678
---------- ---------- ---------- ----------
NET EARNINGS (LOSS) $ (247,734) $ (407,940) $ 2,915,298 $ 2,981,088
========== ========== ========== ==========
NET EARNINGS (LOSS) PER COMMON SHARE $ (0.16) $ (0.28) $ 1.95 $ 2.06
========== ========== ========== ==========
CASH DIVIDENDS PER COMMON SHARE $ 0.260 $ 0.255 $ 0.780 $ 0.765
========== ========== ========== ==========
</TABLE>
See consolidated notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH AND NINE-MONTH PERIODS
ENDED JUNE 30, 1997 AND 1996
- ------------------------------------------------------------------------------------------
UNAUDITED
- ---------
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
------------------ ------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (247,734) $ (407,940) $ 2,915,298 $ 2,981,088
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 811,931 712,046 2,424,626 2,131,137
Gain from disposal of property (2,321) (954) (6,490) (366)
Changes in assets and liabilities which provided
(used) cash, exclusive of changes and noncash
transactions shown separately 4,137,820 (1,259,903) 4,176,352 (3,930,558)
---------- ---------- ---------- ----------
Net cash provided by (used in) operating
activities 4,699,696 (956,751) 9,509,786 1,181,301
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant in service and under
construction and nonutility property (1,577,150) (1,287,668) (6,252,491) (3,448,434)
Cost of removal of utility plant, net (33,542) (87,490) (126,532) (137,205)
Proceeds from disposal of equipment 21,844 12,643 40,788 23,545
---------- ---------- ---------- ----------
Net cash used in investing activities (1,588,848) (1,362,515) (6,338,235) (3,562,094)
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Retirement of long-term debt and payments on
obligations under capital leases (288,544) (285,177) (648,444) (659,086)
Net borrowings under lines of credit (2,745,000) 2,793,000 (2,622,500) 3,673,000
Cash dividends paid (391,627) (371,478) (1,155,168) (1,098,942)
Proceeds from issuance of stock 221,487 179,730 695,713 544,044
---------- ---------- ---------- ----------
Net cash provided by (used in) financing
activities (3,203,684) 2,316,075 (3,730,399) 2,459,016
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (92,836) (3,191) (558,848) 78,223
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 167,310 584,309 633,322 502,895
---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 74,474 $ 581,118 $ 74,474 $ 581,118
========== ========== ========== ==========
SUPPLEMENTAL INFORMATION:
Interest paid $ 816,860 $ 621,452 $ 1,851,899 $ 1,186,553
Income taxes paid $ 114,886 $ 88,721 $ 1,024,786 $ 950,732
</TABLE>
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 financial position as of June 30, 1997 and September 30,
1996, and the results of its operations and its cash flows for the
three months and nine months ended June 30, 1997 and 1996. The results
of operations for the nine months ended June 30, 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 thereto.
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 (1,512,023 and 1,461,416 for the
three-month periods ended June 30, 1997 and 1996, and 1,496,606 and
1,450,589 for the nine-month periods ended June 30, 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 State Corporation Commission
of Virginia related to environmental matters at other companies, the
Company believes it will be able to recover prudently incurred costs.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------
UNAUDITED
- ---------
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 cost
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
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 (loss) for the three-month and nine-month periods
ended June 30, 1997 were $(247,734) and $2,915,298, respectively, compared to
$(407,940) and $2,981,088 for the same periods last year.
Quarterly margin increased $138,800, or 3.6 percent, in the current quarter
over the same period last year due to increases in delivered gas volumes.
Total natural gas deliveries increased by 89,196 MCF, significantly
concentrated in the lower margin interruptible volumes. Propane deliveries
increased by over 97,000 gallons, or 12 percent. The increase in propane
activity resulted from the continued growth and expansion of the Highland
customer base, as aggressive marketing efforts have increased propane
customers by more than 1,600 over last year.
Other operations expenses for the current quarter declined slightly from the
same period last year due to a shift in labor costs to capital projects.
Furthermore, maintenance expenses experienced a greater decline due to a
combination of the reassignment of Company labor to capital projects and
fewer maintenance projects being undertaken during the current quarter.
General taxes are comparable to prior year, with decreases in revenue-
sensitive taxes offsetting increases in property and other taxes. Capital
expenditures for adding new customers to the distribution system and renewing
older facilities has increased depreciation expense over last year's levels.
Propane operations reflected the greatest expense category increase over the
same period last year with most of the costs associated with depreciation and
marketing expenses resulting from the exceptional growth in customers in the
Company's propane subsidiary. Interest charges increased as the Company's
average total debt position for the quarter increased due to the financing of
capital expenditures associated with customer growth and renewal programs.
For the nine-month period ended June 30, 1997, operating margins were
comparable to the same period last year. An increase of 7 percent in propane
deliveries, in addition to new natural gas rates placed into effect for
Roanoke Gas on January 1, 1997, offset the impact of a 4.7 percent decline in
natural gas deliveries attributed to the current period being warmer than the
same period last year. 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. Operating and maintenance expense
declined from last year's levels due to a shift in labor to capital projects
and the absence of corporate office renovations and maintenance incurred last
year. The growth in depreciation and interest expense is attributable to
capital additions for new customers in both the natural gas and propane
businesses.
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
was held on June 25, 1997. Based upon management's assessment of the hearing
before the Virginia State Corporation Commission, the Company believes that
revenues have been fairly stated to correspond with any anticipated
adjustments resulting from the final rate order, which is expected to be
issued during the fourth quarter of fiscal year 1997.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ---------------------------------------------------------------
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 cost 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 matters
will not have a material effect on the Company's consolidated financial
position.
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 Opinion 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.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ---------------------------------------------------------------
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 will not have a material impact on its EPS calculation.
The nine-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 nine
months reflect higher billings due to the weather sensitive nature of the gas
business. As warmer weather dominates the remaining three months of the
Company's fiscal year, net operating losses are normally expected for the
final quarter which will reduce the Company's net earnings for the fiscal
year.
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities.
(c) As of February 1, 1997, the Company implemented a
Restricted Stock Plan for Outside Directors (the "Plan") pursuant to which,
on the first day of each month, each non-employee director of the Company
receives 40% of his monthly retainer fee in shares of restricted stock of the
Company. The number of shares and the fair market value of the restricted
stock issued under the Plan for each month is calculated based on the closing
sales price of the Company's common stock on the Nasdaq-NMS on the first day
of the month, if the first day of the month is a trading day, or if not, on
the first trading day prior to the first day of the month. Subject to
approval of the Company, a non-employee director may elect to receive up to
100% of his monthly retainer fees for a Plan Year in restricted stock.
All shares under the Plan are issued pursuant to the exemption from
registration under Section 4(2) and/or other applicable provisions of the
Securities Act of 1933 (the "Securities Act"). The shares of restricted
stock issued under the Plan will vest only in the case of the participant's
death, disability, retirement (including not standing for reelection to the
Board), or in the event of a change in control of the Company. Shares of
restricted stock issued under the Plan are forfeited to the Company upon a
participant's voluntary resignation during his term on the Board, or upon his
termination for cause as a director. The aggregate number of shares of
Company common stock that may be issued with respect to the Plan cannot
exceed 50,000 shares. All shares distributed pursuant to the Plan will
consist of authorized but unissued shares of Company common stock.
For the three-month period ended June 30, 1997, shares of Roanoke Gas
Company common stock were issued to non-employee directors of the Company
under the Plan as follows:
<TABLE>
<CAPTION>
Date Number of Shares Fair Market Value
---- ---------------- -----------------
<S> <C> <C>
April 1, 1997 94.12 $1,600.04
May 1, 1997 110.167 1,872.84
June 1, 1997 96.969 1,599.99
</TABLE>
During the quarter ended June 30, 1997, the Company also issued the
following shares of its common stock as bonuses to certain employees and
management personnel as rewards for perfect attendance and performance:
2,817.266 shares on March 10, 1997; and 130 shares on May 28, 1997. The
Company issued such shares in non-sale transactions and/or in reliance upon
exemptions from registration available under Section 4(2) of the Securities
Act and/or the rules promulgated thereunder.
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 June 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to its Quarterly Report on
Form 10-Q to be signed on its behalf by the undersigned thereunto duly
authorized.
ROANOKE GAS COMPANY
Date: August 8, 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 JUNE 30, 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> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 43,273,795
<OTHER-PROPERTY-AND-INVEST> 3,890,037
<TOTAL-CURRENT-ASSETS> 12,305,678
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 705,640
<TOTAL-ASSETS> 60,175,150
<COMMON> 7,580,680
<CAPITAL-SURPLUS-PAID-IN> 5,141,410
<RETAINED-EARNINGS> 8,690,803
<TOTAL-COMMON-STOCKHOLDERS-EQ> 21,412,893
0
0
<LONG-TERM-DEBT-NET> 19,579,000
<SHORT-TERM-NOTES> 4,030,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 624,000
0
<CAPITAL-LEASE-OBLIGATIONS> 5,140
<LEASES-CURRENT> 34,963
<OTHER-ITEMS-CAPITAL-AND-LIAB> 14,489,154
<TOT-CAPITALIZATION-AND-LIAB> 60,175,150
<GROSS-OPERATING-REVENUE> 56,887,649
<INCOME-TAX-EXPENSE> 1,227,861
<OTHER-OPERATING-EXPENSES> 51,162,722
<TOTAL-OPERATING-EXPENSES> 52,390,583
<OPERATING-INCOME-LOSS> 4,497,066
<OTHER-INCOME-NET> 118,423
<INCOME-BEFORE-INTEREST-EXPEN> 4,615,489
<TOTAL-INTEREST-EXPENSE> 1,700,191
<NET-INCOME> 2,915,298
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,915,298
<COMMON-STOCK-DIVIDENDS> 1,173,119
<TOTAL-INTEREST-ON-BONDS> 319,599
<CASH-FLOW-OPERATIONS> 9,509,786
<EPS-PRIMARY> 1.95
<EPS-DILUTED> 1.95
</TABLE>
