SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998 Commission file number 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)
Registrant's telephone number, including area code (540) 777-4427
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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OTC (Nasdaq
Common Stock, $5 Par Value National Market)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
<PAGE>
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant as of November 27, 1998. $38,743,495
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at November 27, 1998
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COMMON STOCK, $5 PAR VALUE 1,802,023 SHARES
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Roanoke Gas Company 1998 Annual Report to Shareholders are
incorporated by reference into Parts II and IV hereof.
Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders of
Roanoke Gas Company are incorporated by reference into Part III hereof.
<PAGE>
PART I
Item 1. Business.
Historical Development
Roanoke Gas Company ("Roanoke Gas") was organized as a public service
corporation under the laws of the Commonwealth of Virginia in 1912.
The principal service of Roanoke Gas was, and continues to be, the
distribution and sale of natural gas. Commencing in 1972, the
distribution and sale of propane gas was added to Roanoke Gas' line
of business. The propane business was transferred to Diversified
Energy Company, d/b/a Highland Propane Company ("Diversified"), in
January 1979. Diversified, which is not a public utility, distributes
and sells propane in Southwestern Virginia and Southern West
Virginia.
On May 15, 1987, Roanoke Gas, through a series of merger
transactions, acquired 100 percent of the outstanding stock of
Bluefield Gas Company ("Bluefield"), a public service corporation,
organized in 1944 under the laws of the State of West Virginia and
principally engaged in the distribution of natural gas in Bluefield,
West Virginia and surrounding areas, and Gas Service, Inc. ("Gas
Service"), a nonpublic utility affiliate (through common directors
and shareholders) of Bluefield, which was engaged in the sale of
propane in southwestern Virginia and southern West Virginia. After
obtaining requisite shareholder approval and the approvals of the
Virginia State Corporation Commission ("Virginia Commission") and the
West Virginia Public Service Commission ("West Virginia Commission"),
Gas Service was merged into Diversified, and Bluefield became a
wholly-owned subsidiary of Roanoke Gas. Bluefield owns all of the
issued and outstanding stock of Commonwealth Public Service
Corporation ("Commonwealth"), a small Virginia public service
corporation organized in 1930 as the subsidiary of a predecessor
corporation to Bluefield.
In March 1994, the Highland Gas Marketing division of Diversified was
established to broker natural gas to several industrial
transportation customers of Roanoke Gas and Bluefield Gas.
On September 28, 1998, Roanoke Gas' Board of Directors approved a
proposal to reorganize Roanoke Gas into a holding company structure
in which Roanoke Gas shareholders would become shareholders of a new
holding company called RGC Resources, Inc. ("Resources"). As a result
of the reorganization: (i) Resources would become a holding company
owned by the former shareholders of Roanoke Gas; (ii) Resources would
become the sole owner of the stock of Roanoke Gas, Bluefield and
Diversified; (iii) Commonwealth's natural gas distribution business
would be merged into Roanoke Gas; (iv) Roanoke Gas and Bluefield
would continue to carry
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Item 1. Business. (continued)
Historical Development (continued)
on a natural gas distribution business as a subsidiary of Resources;
and (v) Diversified would continue to carry on its nonutility propane
business as a subsidiary of Resources.
On October 16, 1998, Roanoke Gas and Resources have filed a joint
application with the Securities and Exchange Commission requesting
approval of the reorganization under Section 10 of the Federal Public
Utility Holding Company Act of 1935. Resources intends, upon
consummation and reorganization to file a claim of exemption from all
provisions of that Act (except with respect to certain acquisitions
and investments) on the basis that Resources and its material public
utility subsidiaries are predominantly intrastate in character. Both
the Virginia Commission and the West Virginia Commission must approve
or consent to the reorganization. On October 21, 1998, the Company
filed with the Virginia and West Virginia Commissions applications
for authorization to undertake the holding company restructuring.
Such applications currently are pending in both states. The
reorganization also requires the approval of more than two-thirds of
the outstanding shares of Roanoke Gas common stock. There can be no
assurance that Roanoke Gas and Resources will obtain all required
regulatory or other approvals, or that such approvals will be granted
on terms acceptable to Roanoke Gas. Detailed information regarding
the proposed reorganization is set out in Roanoke Gas' Proxy
Statement for its 1999 Annual Meeting of Shareholders.
Forward-Looking Statements
From time to time, Roanoke Gas and its subsidiaries (together, the
"Company") may publish forward-looking statements relating to such
matters as anticipated financial performance, business prospects,
technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation
Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may
affect the operations, performance, development and results of the
Company's business include the following: (i) obtaining adequate rate
relief from regulatory authorities on a timely basis; (ii) earning an
adequate return on invested capital; (iii) increasing expenses and
labor costs and availability; (iv) price competition from alternate
fuels; (v) volatility in the price of natural gas and propane; (vi)
some uncertainty in the
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Item 1. Business. (continued)
Forward-Looking Statements (continued)
projected rate of growth of natural gas and propane requirements in
the Company's service area; (vii) general economic conditions both
locally and nationally; and (viii) developments in electricity and
natural gas deregulation and associated industry restructuring. In
addition, the Company's business is seasonal in character and
strongly influenced by weather conditions. Extreme changes in winter
heating degree days from the normal or mean can have significant
short-term impacts on revenues and gross margin. Management of the
Company believes that the Company has the resources to deal
successfully with these issues.
Services
The Company maintains an integrated natural gas distribution system.
Natural gas is purchased from suppliers and distributed to
residential, commercial and large industrial users through
underground mains and services. Approximately 90.1 percent of the
Company's customers are residential, approximately 9.8 percent are
small commercial users, and the remaining percentage is made up of
large industrial customers, who received approximately 28 percent of
the Company's total annual delivered volume in 1998 under the
Company's interruptible tariff and transportation gas services.
The Company's natural gas distribution business accounted for
approximately 87 percent of the total revenues generated by the
Company in fiscal 1998, and approximately 89 percent and
approximately 91 percent of the Company's total revenues in fiscals
1997 and 1996, respectively. The Company's revenues are affected by
the cost of natural gas, economic conditions in the areas that the
Company serves and weather conditions. Higher gas costs, which the
Company is generally able to pass through to customers, may cause
customers to conserve, or in the case of industrial customers, to use
alternative energy sources. In recent years, regulatory changes at
the federal level and excess supply in the natural gas industry
have led to a national spot market for natural gas and an increase
in the number of suppliers of natural gas.
The Company's retail sales are seasonal and temperature-sensitive as
the majority of the gas sold by the Company is used for heating. For
the fiscal year ended September 30, 1998, more than 53 percent of the
Company's total MCF of natural gas sales were made in the four-month
period of December through March. Retail gas deliveries for fiscal
1998 were 10,875,481 MCF, as compared to 10,804,045 MCF and
11,169,948 MCF in fiscals 1997 and 1996, respectively. The Company's
actual heating degree days in fiscal 1998 were approximately 96
percent of normal, as compared with
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Item 1. Business. (continued)
Services (continued)
approximately 102 percent of normal in fiscal 1997 and approximately
111 percent of normal in fiscal 1996.
Suppliers
Effective November 1, 1993, the natural gas transportation pipelines
supplying the Company, including Columbia Gas Transmission
Corporation and Columbia Gulf Transmission Corporation (together
"Columbia") and East Tennessee Natural Gas Company and Tennessee Gas
Pipeline (together "East Tennessee"), have operated under Federal
Energy Regulatory Commission ("FERC") Order 636. Order 636 was the
start of a new era in the natural gas industry when the
responsibility of gas supply procurement and management was shifted
from the pipeline companies to the local distribution companies and
to other "shippers" of natural gas.
The cornerstone of Order 636 was the "unbundling" of pipeline
services to provide a number of choices to shippers. The Company now
chooses who it buys its gas from, how much storage gas to purchase,
how much transportation capacity to keep and how much to release. The
Company constantly monitors its gas requirements to minimize exposure
to pipeline penalties for insufficient supplies or excessive gas
injections. The Company's "shipper" responsibilities bring increased
scrutiny from the state commissions as they monitor the Company's gas
purchasing practices to assure that a "least cost with adequate
reliability" policy is followed. Accordingly, the Company has worked
diligently to ensure that its customers will have an economical and
reliable gas supply. Management believes the relationships the
Company has built with its suppliers as it constructed a supply
portfolio will allow it to continue to attain this goal.
The Company currently uses long-term (multi-year), mid-term
(seasonal) and short-term (spot) gas purchases to meet its system
requirements. The Company has entered into, or is in the process of
entering into, long-term and mid-term firm supply agreements to cover
the majority of its firm demand. Long-term and mid-term suppliers
currently include Amoco Energy Trading, Columbia Energy Services,
Cabot Oil and Gas, Coral Energy, Engage Energy and Southern Company
Energy Marketing.
The Company's firm supply agreements may supply up to 9,691,000 DTH
of natural gas at varying prices during the period October 1, 1998
through September 30, 1999.
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<PAGE>
Item 1. Business. (continued)
Suppliers (continued)
With the growth of the spot gas market, gas prices have developed a
pronounced seasonal pattern, with summer to winter price swings of
100 percent or more. The Company tries to take advantage of this
opportunity by injecting lower-priced summer gas into its liquefied
natural gas storage facility, which is capable of storing up to
220,000 DTH for use during peak winter periods. In addition, the
Company has contracted for storage reserves from Columbia, Tennessee
Gas pipeline and Virginia Gas Storage Company, with a combined total
of 2,738,631 DTH of underground storage capacity for Roanoke and
Bluefield. These reserves were available for summer 1998 storage
injections using spot market supply. This storage capacity provides
supply security with reduced exposure to potential supply
interruptions. It also offers the Company the flexibility to balance
supply with its highly variable, weather-sensitive customer
consumption patterns. In addition, the Company participates in
pipeline capacity release programs to further minimize the cost of
firm service to its customers by reselling pipeline capacity not
needed during the warmer months.
Columbia continues to be the Company's primary transporter of natural
gas. Columbia historically has delivered approximately two-thirds of
Roanoke Gas' gas supply and 100 percent of Bluefield's gas supply.
The Company currently has another pipeline connection under
construction to serve the Bluefield location. East Tennessee
continues to be the Company's other major source of supply.
Historically, East Tennessee has delivered approximately one-third of
the Company's natural gas supply to the Roanoke location. The rates
paid for natural gas transportation and storage services purchased
from Columbia and East Tennessee are established by tariffs approved
by the FERC. These tariffs contain flexible pricing provisions,
which, in some instances, authorize these suppliers to reduce rates
and charges to meet price competition.
Having two major pipeline transporters, a shaving facility and a
number of underground storage options, the Company believes that it
is well positioned to provide adequate gas supply for future customer
growth. The Company has been, and intends to continue to be, flexible
and creative as it markets its own transportation capacity and makes
its gas purchasing decisions. The Company believes that Order 636
provides regulatory stability. Additionally, the increased
opportunities available in a deregulated natural gas supply
environment may result in additional market forces that establish
gas prices and help keep them more consistent and competitive.
7
<PAGE>
Item 1. Business. (continued)
Suppliers (continued)
Diversified has entered into storage and purchase contracts for a
substantial portion of its winter supply of propane. At September 30,
1998, Diversified has contracts with five propane suppliers for the
purchase of up to 6,060,500 gallons of propane at varying prices per
gallon during the period October 1, 1998 through September 30, 1999.
Management believes these storage and purchase contracts will help
alleviate the effects of wholesale price swings during peak sales
months and provide added supply security.
In addition to storage contracts, Diversified has 12 storage
facilities, providing a combined total storage of 504,000 gallons.
Management believes its propane supply strategies have positioned
Diversified to provide an adequate propane supply to current
customers and allow for future customer growth.
Competition
The Company competes with other energy sources such as fuel oil,
electricity and coal. Competition is intense among the competing
energy sources and is based primarily on price. This is particularly
true for industrial applications where sales are at risk to price
competition in markets which may swing to residual and other fuel
oils.
Roanoke Gas and Commonwealth 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 multi-year periods and are renewable
by the municipalities. Certificates of public convenience and
necessity, which are issued by the Virginia Commission, are of
perpetual duration, subject to compliance with regulatory standards.
Bluefield Gas Company holds the only franchise to distribute natural
gas in its West Virginia service area. Its franchise extends for a
period of 30 years from August 23, 1979.
Management anticipates that the Company will be able to renew all of
its franchises when they expire. 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.
8
<PAGE>
Item 1. Business. (continued)
Regulation
Roanoke Gas and its public service subsidiaries are subject to
regulation at federal and state levels. Federally, the interstate gas
transmission between Bluefield and Commonwealth is regulated by the
FERC. At the state level, the Virginia and West Virginia Commissions
regulate Roanoke Gas and its public service subsidiaries. Such
regulation includes the prescription of rates and charges at which
natural gas is sold to customers and the approval of agreements
between or among affiliated companies involving the provision of
goods and services and other corporate activities of the Company,
including mergers, acquisitions and the issuance of securities. The
Virginia Commission also grants certificates of public convenience
and necessity to distribute natural gas in counties in the
Commonwealth of Virginia. Bluefield's West Virginia operations are
regulated by the West Virginia Commission, which regulates the rates
at which natural gas may be sold, certain corporate activities of
Bluefield and pipeline safety.
Roanoke Gas' and its public service subsidiaries' Virginia and West
Virginia operations are further regulated by the municipalities and
localities which grant franchises for the placement of gas
distribution pipelines and the operation of a gas distribution
network.
Both Roanoke Gas and Bluefield operated manufactured gas plants
(MGPs) as a source of fuel for lighting and heating until the early
1950's. A by-product of the process was coal tar, and the potential
exists for on-site tar waste contaminants at former plant sites. The
extent of contaminants at these sites, if any, is unknown at this
time. An analysis at the Bluefield 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 prior operations. Therefore, the Company has no plans
for subsurface remediation at the MGP sites. Should the Company
eventually be required to remediate either site, 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. A
stipulated rate case agreement between the Company and the West
Virginia Public Service Commission recognized the Company's right to
defer MGP clean-up costs at the Bluefield site, 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 to be recovered in future rates. Based on
anticipated regulatory actions and current practices, management
believes
9
<PAGE>
Item 1. Business. (continued)
Regulation (continued)
that any costs incurred related to this matter will not have a
material effect on the Company's consolidated financial condition.
Employees
At September 30, 1998, the Company had 158 full-time employees. As of
that date, approximately 32 percent of the Company's full-time
employees belonged to the Oil, Chemical and Atomic Workers
International Union, AFL-CIO Local No. 3-515, which has entered into
a collective bargaining agreement with the Company. The union has
been in place at the Company since 1952. A new collective bargaining
agreement became effective on August 1, 1998. That agreement will
expire on July 31, 2000. The Company considers its employee relations
to be satisfactory.
Item 2. Properties.
Roanoke Gas owns and operates five metering stations through which it
measures and regulates the gas being delivered by its suppliers. The
location and physical description of the properties are as follows:
Plantation Station - Parcel on Virginia Highway #601 near point of
intersection of Hershberger Road (Rt. 623) and Rt. 601 - 1.590 acres.
J. M. Mason Station - S/E corner of Lakeside Circle and east of Lot
#4 of Mill Road subdivision just east of Kessler Mill Road - .842
acres.
Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
Lynnson Drive - 111 acres.
Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile south
of Rt. 220 - 255 acres.
Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93
acres.
The network of distribution lines includes the cities of Roanoke and
Salem, the Town of Vinton, and the counties of Roanoke, Montgomery,
Botetourt and Bedford.
Located in Botetourt County is a liquefied natural gas storage
facility which has the capacity to hold 220,000 DTH of natural gas.
The County issued Industrial Revenue Bonds to finance this facility.
Roanoke Gas had a twenty-year lease on the facility
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<PAGE>
Item 2. Properties. (continued)
with the option to purchase for a nominal amount. The lease expired
May 1, 1991, and the facility was purchased by Roanoke Gas.
Roanoke Gas' general and business offices and the maintenance and
service departments are located in Roanoke, Virginia on an
irregularly shaped parcel of land running from H. L. Lawson and Son,
Inc. south to Norfolk Southern Computer Center fronting on Kimball
Avenue to the west to the Norfolk Southern Railway yard. The land
area is 8.3 acres.
Bluefield Gas Company's main corporate office and warehouse is
located on 6.09 acres at 4699 East Cumberland Road and consists of a
one-story metal building with brick front. Bluefield owns a lot at
800 Pulaski Street, Bluefield, West Virginia. In addition, Bluefield
owns two lots in the City of Bluefield, West Virginia, comprising
approximately 1.23 acres, upon which its high pressure regulator
stations are located.
In West Virginia, Diversified owns an office, loading platform,
garage and storage tank facility in Rainelle. The storage facility
consists of two 18,000-gallon tanks, pumps and related equipment. A
30,000 gallon storage facility is also located in Ansted.
Another storage facility, comprising two 30,000 gallon tanks, one
18,000-gallon tank, pumps and related equipment, is located on
Bluefield Gas Company's property at 800 Pulaski Street, Bluefield,
West Virginia.
In Virginia, Diversified owns and operates nine storage facilities. A
facility at Thirlane Road, N.W. in Roanoke 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. A fourth storage facility is located in Craig
County, Virginia, near the town of New Castle, and also consists of
one 30,000 gallon tank. A fifth facility located in Floyd County,
Virginia consists of one 30,000 gallon tank. A sixth facility is
located on the property of Virginia Forging in Botetourt County, near
the town of Buchanan, and consists of one 30,000 gallon tank. A
seventh facility is located on the property of Golden West Foods in
the City of Bedford and consists of one 30,000 gallon tank. An eighth
facility is located in the City of Buena Vista and consists of two
30,000 gallon tanks. A ninth facility is located in Allegheny County
near the town of Low Moor and consists of one 30,000 gallon tank.
The Company considers present properties adequate. The Company
intends to construct additional distribution lines as communities
develop.
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Item 3. Legal Proceedings.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during
the fourth quarter of the year ended September 30, 1998.
Executive Officers of the Registrant
Pursuant to General Instruction G(3) of Form 10-K, the following list
is included as an unnumbered Item in Part I of this report in lieu of
being included in the proxy Statement for the Annual Meeting of
Stockholders to be held on March 31, 1999.
The names, ages and positions of all of the executive officers of
Roanoke Gas as of September 30, 1998 are listed below with their
business experience for the past five years. Officers are appointed
annually by the Board of Directors at the meeting of directors
immediately following the Annual Meeting of Stockholders. There are
no family relationships among these officers, nor any agreement or
understanding between any officer and any other person pursuant to
which the officer was selected.
Previous and present duties and responsibilities:
<TABLE>
<CAPTION>
Position and Business
Name and Age Experience for Past Five Years
<S> <C> <C> <C> <C> <C> <C>
John B. Williamson, III, 44 February 1998 to present President & CEO
January 1993 to January 1998 Vice President - Rates
and Finance
April 1992 to January 1993 Director of Rates and Finance
Arthur L. Pendleton, 47 February 1998 to present Executive Vice President
& COO
January 1991 to January 1998 Vice President - Operations
Roger L. Baumgardner, 56 January 1986 to present Vice President, Secretary and
Treasurer
12
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders.
Executive Officers of the Registrant (continued)
John S. D'Orazio, 38 February 1998 to present Vice President - Marketing
& New Construction
June 1995 to January 1998 Director - Marketing & New
Construction
February 1995 to June 1995 Service Superintendent
June 1993 to February 1995 Distribution Superintendent
</TABLE>
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<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The information set forth under the caption "Market Price and
Dividend Information" in the 1998 Annual Report to Shareholders
is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Financial
Data" in the 1998 Annual Report to Shareholders is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information set forth under the captions "Review of
Operations" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the 1998 Annual
Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements of the registrant
and the Independent Auditors' Report set forth in the 1998 Annual
Report to Shareholders are incorporated herein by reference:
1. Independent Auditors' Report
2. Consolidated Balance Sheets as of September 30, 1998 and
1997
3. Consolidated Statements of Earnings for the Years Ended
September 30, 1998, 1997 and 1996
4. Consolidated Statements of Stockholders' Equity for the
Years Ended September 30, 1998, 1997 and 1996
5. Consolidated Statements of Cash Flows for the Years Ended
September 30, 1998, 1997 and 1996
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<PAGE>
6. Notes to Consolidated Financial Statements as of September
30, 1998 and 1997 and Years Ended September 30, 1998, 1997
and 1996
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
At its meeting on July 28, 1997, the Board of Directors of
Roanoke Gas Company (the "Company"), upon recommendation of the
Audit Committee, appointed Deloitte & Touche LLP as independent
accountants to audit the financial statements of the Company and
its subsidiaries for the years ending September 30, 1998, 1999
and 2000. KPMG Peat Marwick LLP ("KPMG") previously had served as
the Company's certifying accountants since 1990. The Board of
Directors solicited competitive bids from accountants interested
in serving as the Company's auditor. From the bids received, the
Audit Committee recommended Deloitte & Touche LLP to the Board of
Directors. KPMG's engagement terminated after completion of the
1997 audit.
KPMG's auditors' reports on the Company's financial statements
for the two fiscal years ended September 30, 1997 contained no
adverse opinion or a disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or
accounting principles. During Roanoke Gas Company's fiscal years
ending September 30, 1997 and 1996, there were no disagreements
with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of KPMG, would have
caused it to make a reference to the subject matter of the
disagreement in connection with its auditors' reports.
PART III
Item 10. Directors and Executive Officers of the Registrant.
For information with respect to the executive officers of the
registrant, see "Executive Officers of the Registrant" at the end
of Part I of this report. For information with respect to the
Directors of the registrant, see "Election of Directors of
Roanoke Gas" in the Proxy Statement/Prospectus for the 1999
Annual Meeting of Shareholders of Roanoke Gas Company, which
information is incorporated herein by reference. The information
with respect to compliance with Section 16(a) of the Exchange
Act, which is set forth under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy
Statement/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
15
<PAGE>
Item 11. Executive Compensation.
The information set forth under the captions "Executive
Compensation," "Report of the Compensation Committee of the Board
of Directors," "Compensation Committee Interlocks and Insider
Participation" and "Performance Graph" in the Proxy
Statement/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information pertaining to shareholders beneficially owning
more than five percent of the registrant's common stock and the
security ownership of management, which is set forth under the
captions "The Annual Shareholders Meeting" and "Security
Ownership of Management" in the Proxy Statement/Prospectus for
the 1999 Annual Meeting of Shareholders of Roanoke Gas Company,
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information with respect to certain transactions with
management of the registrant, which is set forth under the
caption "Transactions with Management" in the Proxy
Statement/Prospectus for the 1999 Annual Meeting of Shareholders
of Roanoke Gas Company, is incorporated herein by reference.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of documents filed as part of this report:
1. Financial statements:
All financial statements of the registrant as set forth
under Item 8 of this Report on Form 10-K.
2. Financial statement schedules:
All schedules are omitted, as the required information is
inapplicable or the information is presented in the
consolidated financial statements or related notes
thereto.
3. Exhibits to this Form 10-K are as follows:
Exhibit No. Description
3 (a) Articles of Incorporation, as amended, of
Roanoke Gas Company (incorporated herein by
reference to Exhibit 3(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1997)
3 (b) Bylaws, as amended, of Roanoke Gas Company
(incorporated herein by reference to Exhibit 3(b)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1997)
4 (a) Specimen copy of certificate for Roanoke Gas
Company common stock, $5.00 par value
(incorporated herein by reference to Exhibit 4(a)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(included in Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference
to Exhibit 4(c) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
17
<PAGE>
10 (a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(a) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (b) Interruptible Transportation Agreement
between East Tennessee Natural Gas Company and
Roanoke Gas Company dated July 1, 1991
(incorporated herein by reference to Exhibit
10(b) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10 (c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated October 25, 1994 (incorporated herein by
reference to Exhibit 10(c) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 30, 1993 (incorporated herein by
reference to Exhibit 10(d) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(e) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (f) FTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(f) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (g) SST Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(g) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
18
<PAGE>
10 (h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(h) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (i) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(i) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (j) ITS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(j) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (k) Gas Transportation Agreement, for use under
FT-A rate schedule, between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by
reference to Exhibit 10(k) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (l) Gas Transportation Agreement, for use under
IT rate schedule, between Tennessee Gas Pipeline
Company and Roanoke Gas Company dated September
1, 1993 (incorporated herein by reference to
Exhibit 10(l) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994)
10 (m) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek II between Tennessee
Gas Pipeline Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(m) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (n) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek I between
Tennessee Gas Pipeline Company and Roanoke Gas
Company dated September 1, 1993 (incorporated
herein by reference to Exhibit 10(n) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
19
<PAGE>
10 (o) Certificate of Public Convenience and
Necessity for Bedford County dated February 21,
1966 (incorporated herein by reference to Exhibit
10(o) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (p) Certificate of Public Convenience and
Necessity for Roanoke County dated October 19,
1965 (incorporated herein by reference to Exhibit
10(p) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (q) Certificate of Public Convenience and
Necessity for Botetourt County dated August 30,
1966 (incorporated herein by reference to Exhibit
10(q) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (r) Certificate of Public Convenience and
Necessity for Montgomery County dated July 8,
1985 (incorporated herein by reference to Exhibit
10(r) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (s) Certificate of Public Convenience and
Necessity for Tazewell County dated March 25,
1968 (incorporated herein by reference to Exhibit
10(s) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (t) Certificate of Public Convenience and Necessity
for Franklin County dated September 8, 1964
(incorporated hereing by reference to Exhibit
10(t) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
20
<PAGE>
10 (u) Ordinance of the Town of Bluefield, Virginia
dated August 25, 1986 (incorporated herein by
reference to Exhibit 10(u) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (v) Ordinance of the City of Bluefield, West
Virginia dated as of August 23, 1979
(incorporated herein by reference to Exhibit
10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (w) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970
(incorporated herein by reference to Exhibit
10(f) of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January
16, 1987)
10 (x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to Exhibit
10(g) of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January
16, 1987)
10 (y)* Consulting Agreement between Albert W.
Buckley and Roanoke Gas Company dated February
20, 1992 (incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on Form
10-K for the fiscal year ended September 30,
1992)
10 (z)* Consulting Contract between A. Anson Jamison
and Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to Exhibit
10(c)(c) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (a)(a) Contract between Roanoke Gas Company
and Diversified Energy Services, Inc. dated
December 18, 1978 (incorporated herein by
reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission
on September 19, 1990)
21
<PAGE>
10 (b) (b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation dated
January 1, 1981 (incorporated herein by reference
to Exhibit 10(f)(f) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission
on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19,
1990)
10 (c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6,
1972 (incorporated herein by reference to Exhibit
10(g)(g) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (d)(d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25,
1991 (incorporated herein by reference to Exhibit
10(h)(h) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1991)
10 (e)(e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to Exhibit
10(i)(i) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1991)
10 (f)(f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by
reference to Exhibit 10(k)(k) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (g)(g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(l)(l) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (h)(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(m)(m) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
22
<PAGE>
10 (i)(i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(n)(n) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (j)(j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(o)(o) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (k)(k) FTS-1 Service Agreement between Columbia Gas
Transmission Company and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(p)(p) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (l) (l)* Roanoke Gas Company Key Employee Stock Option
Plan (incorporated herein by reference to Exhibit
10(q)(q) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1995)
10 (m) (m)* Roanoke Gas Company Stock Bonus Plan
(incorporated herein by reference to Exhibit
10(r)(r) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1995)
10 (n)(n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996 (incorporated herein by reference to
Exhibit 10(n)(n) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (o)(o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated
July 9, 1996 (incorporated herein by reference to
Exhibit 10(o)(o) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (p)(p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated
July 12, 1996(incorporated herein by reference to
Exhibit 10(p)(p) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
23
<PAGE>
10 (q)(q)* Consulting Agreement between W. Bolling Izard and
Roanoke Gas Company dated January 27, 1997
10 (r)(r)* Roanoke Gas Company Restricted Stock Plan for
Outside Directors
10 (s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural
Gas Company and Roanoke Gas Company
10 (t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company
and Roanoke Gas Company
10 (x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company
and Bluefield Gas Company
10 (y)(y) Firm Transportation Agreement effective December
31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10 (z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr.
and Roanoke Gas Company
10 (a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and
Roanoke Gas Company
13 1998 Annual Report to Shareholders (such report,
except to the extent incorporated herein by
reference, is being furnished for the information
24
<PAGE>
of the Commission only and is not to be deemed
filed as part of this Annual Report on Form 10-K)
21 Subsidiaries of the Company (incorporated herein
by reference to Exhibit (22) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission on
September 19, 1990)
23 (a) Consent of Deloitte & Touche LLP
23 (b) Consent of KPMG Peat Marwick LLP
27 Financial Data Schedule
99 Letter of KPMG Peat Marwick LLP (incorporated
herein by reference to Exhibit 99 of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1997)
* Management contract or compensatory plan or agreement required
to be filed as an Exhibit to this Form 10-K pursuant to Item
14(c).
(b) Reports on Form 8-K:
None.
25
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROANOKE GAS COMPANY
By: s/Roger L. Baumgardner December 9, 1998
Roger L. Baumgardner Date
Vice President, Secretary and
Treasurer
26
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
s/John B. Williamson, III December 9, 1998 President, Chief Executive
John B. Williamson, III Date Officer and Director
s/Roger L. Baumgardner December 9, 1998 Vice President, Secretary and
Roger L. Baumgardner Date Treasurer (Principal
Accounting Officer)
s/Lynn D. Avis December 9, 1998 Director
Lynn D. Avis Date
s/Abney S. Boxley, III December 9, 1998 Director
Abney S. Boxley, III Date
s/Frank T. Ellett December 9, 1998 Director
Frank T. Ellett Date
s/Frank A. Farmer, Jr. December 9, 1998 Director
Frank A. Farmer, Jr. Date
s/Wilbur L. Hazlegrove December 9, 1998 Director
Wilbur L. Hazlegrove Date
s/J. Allen Layman December 9, 1998 Director
J. Allen Layman Date
s/Thomas L. Robertson December 9, 1998 Director
Thomas L. Robertson Date
s/S. Frank Smith December 9, 1998 Director
S. Frank Smith Date
27
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
3 (a) Articles of Incorporation, as amended, of
Roanoke Gas Company (incorporated herein by
reference to Exhibit 3(a) of the Annual Report on
Form 10-K for the fiscal year ended September 30,
1997)
3 (b) Bylaws, as amended, of Roanoke Gas Company
(incorporated herein by reference to Exhibit 3(b)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1997)
4 (a) Specimen copy of certificate for Roanoke Gas
Company common stock, $5.00 par value
(incorporated herein by reference to Exhibit 4(a)
of the Annual Report on Form 10-K for the fiscal
year ended September 30, 1992)
4 (b) Article I of the Bylaws of Roanoke Gas Company
(included in Exhibit 3(b) hereto)
4 (c) Instruments defining the rights of holders of
long-term debt (incorporated herein by reference
to Exhibit 4(c) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1991)
10 (a) Firm Transportation Agreement between East
Tennessee Natural Gas Company and Roanoke Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(a) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (b) Interruptible Transportation Agreement
between East Tennessee Natural Gas Company and
Roanoke Gas Company dated July 1, 1991
(incorporated herein by reference to Exhibit
10(b) of the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994)
10 (c) NTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated October 25, 1994 (incorporated herein by
reference to Exhibit 10(c) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (d) SIT Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 30, 1993 (incorporated herein by
reference to Exhibit 10(d) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
<PAGE>
10 (e) FSS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(e) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (f) FTS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(f) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (g) SST Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(g) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(h) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (i) FTS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(i) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (j) ITS-1 Service Agreement between Columbia Gulf
Transmission Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(j) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (k) Gas Transportation Agreement, for use under
FT-A rate schedule, between Tennessee Gas
Pipeline Company and
<PAGE>
Roanoke Gas Company dated
November 1, 1993 (incorporated herein by
reference to Exhibit 10(k) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (l) Gas Transportation Agreement, for use under
IT rate schedule, between Tennessee Gas Pipeline
Company and Roanoke Gas Company dated September
1, 1993 (incorporated herein by reference to
Exhibit 10(l) of the Annual Report on Form 10-K
for the fiscal year ended September 30, 1994)
10 (m) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek II between Tennessee
Gas Pipeline Company and Roanoke Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(m) of the Annual Report
on Form 10-K for the fiscal year ended September
30, 1994)
10 (n) Gas Storage Contract under rate schedule FS
(Production Area) Bear Creek I between
Tennessee Gas Pipeline Company and Roanoke Gas
Company dated September 1, 1993 (incorporated
herein by reference to Exhibit 10(n) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (o) Certificate of Public Convenience and
Necessity for Bedford County dated February 21,
1966 (incorporated herein by reference to Exhibit
10(o) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (p) Certificate of Public Convenience and
Necessity for Roanoke County dated October 19,
1965 (incorporated herein by reference to Exhibit
10(p) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (q) Certificate of Public Convenience and
Necessity for Botetourt County dated August 30,
1966 (incorporated herein by reference to Exhibit
10(q) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
<PAGE>
10 (r) Certificate of Public Convenience and
Necessity for Montgomery County dated July 8,
1985 (incorporated herein by reference to Exhibit
10(r) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (s) Certificate of Public Convenience and
Necessity for Tazewell County dated March 25,
1968 (incorporated herein by reference to Exhibit
10(s) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (t) Certificate of Public Convenience and Necessity
for Franklin County dated September 8, 1964
(incorporated hereing by reference to Exhibit
10(t) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (u) Ordinance of the Town of Bluefield, Virginia
dated August 25, 1986 (incorporated herein by
reference to Exhibit 10(u) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended by
Amendment No. 1, filed with the Commission on
September 19, 1990)
10 (v) Ordinance of the City of Bluefield, West
Virginia dated as of August 23, 1979
(incorporated herein by reference to Exhibit
10(v) of Registration Statement No. 33-36605, on
Form S-2, filed with the Commission on August 29,
1990, and amended by Amendment No. 1, filed with
the Commission on September 19, 1990)
10 (w) Resolution of the Council for the Town of
Fincastle, Virginia dated June 8, 1970
(incorporated herein by reference to Exhibit
10(f) of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January
16, 1987)
10 (x) Resolution of the Council for the Town of
Troutville, Virginia dated November 4, 1968
(incorporated herein by reference to Exhibit
10(g) of Registration Statement No. 33-11383, on
Form S-4, filed with the Commission on January
16, 1987)
<PAGE>
10 (y)* Consulting Agreement between Albert W.
Buckley and Roanoke Gas Company dated February
20, 1992 (incorporated herein by reference to
Exhibit 10(b)(b) of the Annual Report on Form
10-K for the fiscal year ended September 30,
1992)
10 (z)* Consulting Contract between A. Anson Jamison
and Roanoke Gas Company dated March 27, 1990
(incorporated herein by reference to Exhibit
10(c)(c) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (a)(a) Contract between Roanoke Gas Company
and Diversified Energy Services, Inc. dated
December 18, 1978 (incorporated herein by
reference to Exhibit 10(e)(e) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission
on September 19, 1990)
10 (b) (b) Service Agreement between Bluefield Gas Company
and Commonwealth Public Service Corporation dated
January 1, 1981 (incorporated herein by reference
to Exhibit 10(f)(f) of Registration Statement No.
33-36605, on Form S-2, filed with the Commission
on August 29, 1990, and amended by Amendment No.
1, filed with the Commission on September 19,
1990)
10 (c) (c)* Retirement Payment Agreement between Arthur T.
Ellett and Roanoke Gas Company dated April 6,
1972 (incorporated herein by reference to Exhibit
10(g)(g) of Registration Statement No. 33-36605,
on Form S-2, filed with the Commission on August
29, 1990, and amended by Amendment No. 1, filed
with the Commission on September 19, 1990)
10 (d)(d)* Consulting Services Agreement between Edward C.
Dunbar and Roanoke Gas Company dated February 25,
1991 (incorporated herein by reference to Exhibit
10(h)(h) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1991)
10 (e)(e)* Consultation Contract between Gordon C. Willis
and Roanoke Gas Company dated April 29, 1991
(incorporated herein by reference to Exhibit
10(i)(i) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1991)
<PAGE>
10 (f)(f) Gas Storage Contract under rate schedule FS
(Market Area) Portland between Tennessee Gas
Pipeline Company and Roanoke Gas Company dated
November 1, 1993 (incorporated herein by
reference to Exhibit 10(k)(k) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (g)(g) FTS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(l)(l) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (h)(h) ITS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(m)(m) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (i)(i) FSS Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(n)(n) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (j)(j) SST Service Agreement between Columbia Gas
Transmission Corporation and Bluefield Gas
Company dated November 1, 1993 (incorporated
herein by reference to Exhibit 10(o)(o) of the
Annual Report on Form 10-K for the fiscal year
ended September 30, 1994)
10 (k)(k) FTS-1 Service Agreement between Columbia Gas
Transmission Company and Bluefield Gas Company
dated November 1, 1993 (incorporated herein by
reference to Exhibit 10(p)(p) of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994)
10 (l) (l)* Roanoke Gas Company Key Employee Stock Option
Plan (incorporated herein by reference to Exhibit
10(q)(q) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1995)
10 (m) (m)* Roanoke Gas Company Stock Bonus Plan
(incorporated herein by reference to Exhibit
10(r)(r) of the Annual Report on Form 10-K for
the fiscal year ended September 30, 1995)
<PAGE>
10 (n)(n) Gas Franchise Agreement between the Town of
Vinton, Virginia, and Roanoke Gas Company dated
July 2, 1996 (incorporated herein by reference to
Exhibit 10(n)(n) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (o)(o) Gas Franchise Agreement between the City of
Salem, Virginia, and Roanoke Gas Company dated
July 9, 1996 (incorporated herein by reference to
Exhibit 10(o)(o) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (p)(p) Gas Franchise Agreement between the City of
Roanoke, Virginia, and Roanoke Gas Company dated
July 12, 1996(incorporated herein by reference to
Exhibit 10(p)(p) of Annual Report on Form 10-K
for the fiscal year ended September 30, 1996)
10 (q)(q)* Consulting Agreement between W. Bolling Izard and
Roanoke Gas Company dated January 27, 1997
10 (r)(r)* Roanoke Gas Company Restricted Stock Plan for
Outside Directors
10 (s)(s) FTA Gas Transportation Agreement effective
November 1, 1998, between East Tennessee Natural
Gas Company and Roanoke Gas Company
10 (t)(t) SST Service Agreement effective November 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (u)(u) FSS Service Agreement effective April 1, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (v)(v) FTS Precedent Agreement effective August 7, 1997,
between Columbia Gas Transmission Corporation and
Roanoke Gas Company
10 (w)(w) Firm Storage Service Agreement effective March
19, 1997, between Virginia Gas Storage Company
and Roanoke Gas Company
<PAGE>
10 (x)(x) FTS-2 Service Agreement effective February 1,
1994, between Columbia Gulf Transmission Company
and Bluefield Gas Company
10 (y)(y) Firm Transportation Agreement effective December
31, 1998, between Phoenix Energy Sales Company
and Bluefield Gas Company
10 (z)(z)* Agreement for Consulting Services effective
January 26, 1998, between Frank A. Farmer, Jr.
and Roanoke Gas Company
10 (a)(a)(a)* Agreement for Consulting Services effective
January 26, 1998, between John H. Parrott and
Roanoke Gas Company
13 1998 Annual Report to Shareholders (such report,
except to the extent incorporated herein by
reference, is being furnished for the information
of the Commission only and is not to be deemed
filed as part of this Annual Report on Form 10-K)
21 Subsidiaries of the Company (incorporated herein
by reference to Exhibit (22) of Registration
Statement No. 33-36605, on Form S-2, filed with
the Commission on August 29, 1990, and amended
by Amendment No. 1, filed with the Commission on
September 19, 1990)
23 (a) Consent of Deloitte & Touche LLP
23 (b) Consent of KPMG Peat Marwick LLP
27 Financial Data Schedule
99 Letter of KPMG Peat Marwick LLP (incorporated
herein by reference to Exhibit 99 of the Annual
Report on Form 10-K for the fiscal year ended
September 30, 1997)
* Management contract or compensatory plan or agreement required
to be filed as an Exhibit to this Form 10-K pursuant to Item
14(c).
Exhibit 10(s)(s)
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
THIS AGREEMENT is made and entered into as of the 1st day of November, 1998, by
and between EAST TENNESSEE NATURAL GAS COMPANY, a Tennessee corporation,
hereinafter referred to as "Transporter" and ROANOKE GAS COMPANY, a public
service corporation of the State of Virginia, hereinafter referred to as
"Shipper." Transporter and Shipper shall be referred to herein individually as
the "Party" and collectively as "Parties."
ARTICLE I - DEFINITIONS
The definitions found in Section 1 of Transporter's General Terms and Conditions
are incorporated herein by reference.
ARTICLE II - SCOPE OF AGREEMENT
Transporter agrees to accept and receive daily, on a firm basis, at the Receipt
Point(s) listed on Exhibit A attached hereto, from Shipper such quantity of gas
as Shipper makes available up to the applicable Transportation Quantity stated
on Exhibit A attached hereto and deliver for Shipper to the Delivery Point(s)
listed on Exhibit A attached hereto an Equivalent Quantity of gas. The Rate
Schedule applicable to this Agreement shall be stated on Exhibit A.
ARTICLE III - RECEIPT AND DELIVERY PRESSURES
Shipper shall deliver, or cause to be delivered, to Transporter the gas to be
transported hereunder at pressures sufficient to deliver such gas into
Transporter's system at the Receipt Point(s). Transporter shall deliver the gas
to be transported hereunder to or for the account of Shipper at the pressures
existing in Transporter's system at the Delivery Point(s) unless otherwise
specified on Exhibit A.
ARTICLE IV - QUALITY SPECIFICATIONS AND STANDARDS FOR
MEASUREMENTS
For all gas received, transported, and delivered hereunder, the Parties agree to
the quality specifications and standards for measurement as provided for in
Transporter's General Terms and Conditions. Transporter shall be responsible for
the operation of measurement facilities at the Delivery Point(s) and Receipt
Point(s). In the event that measurement facilities are not operated by
Transporter, the responsibility for operations shall be deemed to be Shipper's.
1
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
ARTICLE V - FACILITIES
The facilities necessary to receive, transport, and deliver gas as described
herein are in place and no new facilities are anticipated to be required.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 Rates and Charges - Commencing on the date of implementation of
this Agreement under Section 10.1, the compensation to be paid by
Shipper to Transporter shall be in accordance with Transporter's
effective Rate Schedule FT-A or FT-GS, as specified on Exhibit A.
Where applicable, Shipper shall also pay the Gas Research
Institute surcharge and Annual Charge Adjustment surcharge as
such rates may change from time to time.
6.2 Changes in Rates and Charges - Shipper agrees that Transporter
shall have the unilateral right to file with the appropriate
regulatory authority and make changes effective in (a) the rates
and charges stated in this Article, (b) the rates and charges
applicable to service pursuant to the Rate Schedule under which
this service is rendered and (c) any provisions of Transporter's
General Terms and Conditions as they may be revised or replaced
from time to time. Without prejudice to Shipper's right to
contest such changes, Shipper agrees to pay the effective rates
and charges for service rendered pursuant to this Agreement.
Transporter agrees that Shipper may protest or contest the
aforementioned filings, or may seek authorization from duly
constituted regulatory authorities for adjustment of
Transporter's existing FERC Gas Tariff as may be found necessary
to assure Transporter just and reasonable rates.
ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION
As between the Parties hereto, it is agreed that from the time gas is delivered
by Shipper to Transporter at the Receipt Point(s) and prior to delivery of such
gas to or for the account of Shipper at the Delivery Point(s), Transporter shall
be responsible for such gas and shall have the unqualified right to commingle
such gas with other gas in its system and shall have the unqualified right to
handle and treat such gas as its own. Prior to receipt of gas at Shipper's
Receipt Point(s) and after
2
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
delivery of gas at Shipper's Delivery Point(s), Shipper shall have sole
responsibility for such gas.
ARTICLE VIII - BILLINGS AND PAYMENTS
Billings and payments under this Agreement shall be in accordance with Section
16 of Transporter's General Terms and Conditions as they may be revised or
replaced from time to time.
ARTICLE IX - RATE SCHEDULES AND
GENERAL TERMS AND CONDITIONS
This Agreement is subject to the effective provisions of Transporter's FT-A or
FT-GS Rate Schedule, as specified in Exhibit A, or any succeeding rate schedule
and Transporter's General Terms and Conditions on file with the FERC, or other
duly constituted authorities having jurisdiction, as the same may be changed or
superseded from time to time in accordance with the rules and regulations of the
FERC, which Rate Schedule and General Terms and Conditions are incorporated by
reference and made a part hereof for all purposes.
ARTICLE X - TERM OF CONTRACT
10.1 This Agreement shall be effective as of the 1st day of November,
1998, and shall remain in force and effect until the 31st day of
October, 2018 ("Primary Term"), provided, however, that if the
Primary Term is one year or more, then the contract shall remain
in force and effect and the contract term will automatically
roll-over for additional five year increments ("Secondary Term")
unless Shipper, one year prior to the expiration of the Primary
Term or a Secondary Term, provides written notice to Transporter
of either (1) its intent to terminate the contract upon
expiration of the then current term or (2) its desire to exercise
its right-of-first-refusal in accord with Section 7.3 of
Transporter's General Terms and Conditions. Provided further, if
the FERC or other governmental body having jurisdiction over the
service rendered pursuant to this Agreement authorizes
abandonment of such service, this Agreement shall terminate on
the abandonment date permitted by the FERC or such other
governmental body.
3
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
10.2 In addition to any other remedy Transporter may have, Transporter
shall have the right to terminate this Agreement in the event
Shipper fails to pay all of the amount of any bill for services
rendered by Transporter hereunder when that amount is due,
provided Transporter shall give Shipper and the FERC thirty days
notice prior to any termination of service. Service may continue
hereunder if within the thirty day notice period satisfactory
assurance of payment is made in accord with Section 16 of
Transporter's General Terms and Conditions.
ARTICLE XI - REGULATION
11.1 This Agreement shall be subject to all applicable governmental
statutes, orders, rules, and regulations and is contingent upon
the receipt and continuation of all necessary regulatory
approvals or authorizations upon terms acceptable to Transporter
and Shipper. This Agreement shall be void and of no force and
effect if any necessary regulatory approval or authorization is
not so obtained or continued. All Parties hereto shall cooperate
to obtain or continue all necessary approvals or authorizations,
but no Party shall be liable to any other Party for failure to
obtain or continue such approvals or authorizations.
11.2 Promptly following the execution of this Agreement, the Parties
will file, or cause to be filed, and diligently prosecute, any
necessary applications or notices with all necessary regulatory
bodies for approval of the service provided for herein.
11.3 In the event the Parties are unable to obtain all necessary and
satisfactory regulatory approvals for service prior to the
expiration of two (2) years from the effective date hereof, then,
prior to receipt of such regulatory approvals, either Party may
terminate this Agreement by giving the other Party at least
thirty (30) days prior written notice, and the respective
obligations hereunder, except for the reimbursement of filing
fees herein, shall be of no force and effect from and after the
effective date of such termination.
11.4 The transportation service described herein shall be provided
subject to the provisions of the FERC Regulations shown by
Shipper on Exhibit A hereto.
4
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
ARTICLE XII - ASSIGNMENTS
12.1 Either Party may assign or pledge this Agreement and all rights
and obligations hereunder under the provisions of any mortgage,
deed of trust, indenture or other instrument that it has executed
or may execute hereafter as security for indebtedness; otherwise,
Shipper shall not assign this Agreement or any of its rights and
obligations hereunder, except as set forth in Section 17 of
Transporter's General Terms and Conditions.
12.2 Any person or entity that shall succeed by purchase, transfer,
merger, or consolidation to the properties, substantially or as
an entirety, of either Party hereto shall be entitled to the
rights and shall be subject to the obligations of its predecessor
in interest under this Agreement.
ARTICLE XIII - WARRANTIES
In addition to the warranties set forth in Section 22 of Transporter's General
Terms and Conditions, Shipper warrants the following:
13.1 Shipper warrants that all upstream and downstream transportation
arrangements are in place, or will be in place, as of the
requested effective date of service, and that it has advised the
upstream and downstream transporters of the receipt and delivery
points under this Agreement and any quantity limitations for each
point as specified on Exhibit A attached hereto. Shipper agrees
to indemnify and hold Transporter harmless for refusal to
transport gas hereunder in the event any upstream or downstream
transporter fails to receive or deliver gas as contemplated by
this Agreement.
13.2 Shipper agrees to indemnify and hold Transporter harmless from
all suit actions, debts, accounts, damages, costs, losses, and
expenses (including reasonable attorneys fees) arising from or
out of breach of any warranty, by the Shipper herein.
13.3 Shipper warrants that it will have title or the right to acquire
title to the gas delivered to Transporter under this Agreement.
5
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
13.4 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty; provided,
Transporter shall give Shipper and the FERC thirty days notice
prior to any termination of service. Service will continue if,
within the thirty day notice period, Shipper cures the breach of
warranty.
ARTICLE XIV - MISCELLANEOUS
14.1 Except for changes specifically authorized pursuant to this
Agreement, no modification of or supplement to the terms and
conditions hereof shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED 2 system
and Shipper has been notified through the TENN-SPEED 2 system of
Transporter's agreement to such change.
14.2 No waiver by any Party of any one or more defaults by the other
in the performance of any provision of this Agreement shall
operate or be construed as a waiver of any future default or
default, whether of a like or of a different character.
14.3 Except when notice is required through the TENN-SPEED 2 system,
pursuant to Transporter's FT-A or FT-GS Rate Schedule, as
applicable, or pursuant to Transporter's General Terms and
Conditions, any notice, request, demand, statement or bill
provided for in this Agreement or any notice that either Party
may desire to give to the other shall be in writing and mailed by
registered mail to the post office address of the Party intended
to receive the same, as the case may be, to the Party's address
shown on Exhibit A hereto or to such other address as either
Party shall designate by formal written notice to the other.
Routine communications, including monthly statements and
payments, may be mailed by either registered or ordinary mail.
Notice shall be deemed given when sent.
14.4 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN
ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF
TENNESSEE, WITHOUT REGARD TO CHOICE OF LAW DOCTRINE THAT REFERS
TO THE LAWS OF ANOTHER JURISDICTION.
14.5 The Exhibit(s) attached hereto is/are incorporated herein by
reference and made a part of this Agreement for all purposes.
6
<PAGE>
SERVICE PACKAGE NO. 24724
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under Rate Schedules FT-A and FT-GS)
14.6 If any provision of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that
provision will be considered severable at Transporter's options;
and if the severability option is exercised, the remaining
provisions of the Agreement shall remain in full force and
effect.
14.7 This Agreement supersedes and cancels the Gas Sales and
Transportation Agreement(s) between Shipper and Transporter dated
(not applicable) and (not applicable) respectively.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first hereinabove written.
EAST TENNESSEE NATURAL GAS COMPANY
BY:____________________________
Agent and Attorney-in-Fact
DATE: ________________________
ROANOKE GAS COMPANY
BY: s/Roger L. Baumgardner
TITLE:VP/SEC & TREAS
DATE:July 1, 1998
7
<PAGE>
EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1998
Shipper: Roanoke Gas Company
Rate Schedule: FT-A
Service Package No.: 24724
Transportation Quantity: 5,150
Proposed Commencement Date: November 1, 1998
Termination Date: October 31, 2018
Transportation Service will be provided under Part 284, Subpart G of FERC
Regulations.
Primary Receipt Point(s):
<TABLE>
<CAPTION>
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
<S> <C> <C> <C> <C> <C> <C>
Ridgetop Rec. 753101 5,150 Tennessee Gas Robertson, TN
Pipeline
Primary Delivery Point(s):
Meter Max.D. Inter. Location
Name No. Qt. Party CO., ST
Roanoke - Clearbrook 759004 5,150 Roanoke Gas Co. Roanoke, VA
</TABLE>
*Transporter shall not be obligated to deliver more cubic feet of gas to any
Shipper than the quantity calculated using 1.03 dth per million cubic feet.
Notices not made through the TENN-SPEED 2 system shall be made to:
Shipper Invoices
Roanoke Gas Company Roanoke Gas Company
519 Kimball Ave., N.E. 519 Kimball Ave., N.E.
P. O. Box 13007 P. O. Box 13007
Roanoke, VA 24016 Roanoke, VA 24016
Attn: Mike Gagnet Attn.: Howard Lyon
New Facilities Required: Not applicable
New Facilities Charge: Not applicable
8
<PAGE>
EXHIBIT A TO THE
FIRM TRANSPORTATION AGREEMENT
DATED NOVEMBER 1, 1998
(This Exhibit A supersedes and cancels Exhibit A dated (not applicable) to the
Firm Transportation Agreement dated (not applicable).
EAST TENNESSEE NATURAL GAS CO. ROANOKE GAS COMPANY
BY: _______________________ BY: s/Roger L. Baumgardner
TITLE: ____________________ TITLE: VP/SEC & TREAS
DATE: ____________________ DATE: July 1, 1998
9
Exhibit 10(t)(t)
SERVICE AGREEMENT NO. 50420
CONTROL NO. 1995-04-30 - 0029
SST SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this 11th day of December, 1995 by and
between:
COLUMBIA GAS TRANSMISSION CORPORATION
("SELLER")
AND
ROANOKE GAS COMPANY
("BUYER")
WITNESSETH: That in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Section 1. Service to be Rendered. Seller shall perform and Buyer shall receive
service in accordance with the provisions of the effective SST Rate Schedule and
applicable General Terms and Conditions of Seller's FERC Gas Tariff, Second
Revised Volume No. 1 (Tariff), on file with the Federal Energy Regulatory
Commission (Commission), as the same may be amended or superseded in accordance
with the rules and regulations of the Commission. The maximum obligation of
Seller to deliver gas hereunder to or for Buyer, the designation of the points
of delivery at which Seller shall deliver or cause gas to be delivered to or for
Buyer, and the points of receipt at which Buyer shall deliver or cause gas to be
delivered, are specified in Appendix A, as the same may be amended from time to
time by agreement between Buyer and Seller, or in accordance with the rules and
regulations of the Commission. Service hereunder shall be provided subject to
the provisions of Part 284.223 of Subpart G of the Commission's regulations.
Buyer warrants that service hereunder is being provided on behalf of BUYER.
Section 2. Term. Service under this Agreement shall commence as of the latter of
NOVEMBER 01, 1997, or upon completion of facilities and shall continue in full
force and effect until OCTOBER 31, 2012, and from YEAR - to - YEAR thereafter
unless terminated by either party upon 2 YEARS' written notice to the other
prior to the end of the initial term granted or any anniversary date thereafter.
Pre-granted abandonment shall apply upon termination of this Agreement, subject
to any right of first refusal Buyer may have under the Commission's regulations
and Seller's Tariff.
<PAGE>
Section 3. Rates. Buyer shall pay Seller the charges and furnish Retainage as
described in the above-referenced Rate Schedule, unless otherwise agreed to by
the parties in writing and specified as an amendment to this Service Agreement.
Section 4. Notices. Notices to Seller under this Agreement shall be
addressed to it at Post Office Box 1273, Charleston, West Virginia 25325-1273,
Attention: Manager - Agreements Administration and notices to Buyer shall be
addressed to it at:
ROANOKE GAS COMPANY
VP OPERATIONS
P 0 BOX 13007
ROANOKE, VA 24030
ATTN: ARTHUR PENDLETON;
until changed by either party by written notice.
<PAGE>
SERVICE AGREEMENT NO. 50420
CONTROL NO. 1995-04-30 - 0029
SST SERVICE AGREEMENT
Section 5. Superseded Agreements. This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service Agreements: N/A.
ROANOKE GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson
Title: Vice President Rates & Finance
Date: December 11, 1995
COLUMBIA GAS TRANSMISSION CORPORATION
By: s/S.M. Warnick
Name: S. M. Warnick
Title: Vice President
Date: February 23, 1996
<PAGE>
Revision No.
Control No. 1995 - 04- 30 - 0029
Appendix A to Service Agreement No. 50420
Under Rate Schedule S S T
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
October through March Transportation Demand 5,889 Dth/day
April through September Transportation Demand 2,944 Dth/day
Primary Receipt Points
Scheduling Scheduling Maximum Daily
Point No. Point Name Quantity (Dth/Day)
STOW STORAGE WITHDRAWALS 5,889
<PAGE>
Revision No.
Control No. 1995 - 04 - 30 - 0029
Appendix A to Service Agreement No. 50420
Under Rate Schedule S S T
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
<TABLE>
<CAPTION>
Primary Delivery Points
F
o
o
t Maximum S1/
n Delivery
o Maximum Daily Pressure
Scheduling Scheduling Measuring t Measuring Delivery Obligation Obligation
Point No. Point Name Point No. e Point Name (Dth/Day) (PSIG)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
62 ROANOKE GAS COMPANY 802697 Gala/Roanoke 5,889 475
</TABLE>
<PAGE>
Revision No.
Control No. 1995 - 04 - 30 - 0029
Appendix A to Service Agreement No. 50420
Under Rate Schedule S S T
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
S 1 / IF A MAXIMUM PRESSURE IS NOT SPECIFICALLY STATED,
THEN SELLER'S OBLIGATION SHALL BE AS STATED IN
SECTION 13 (DELIVERY PRESSURE) OF THE GENERAL TERMS
AND CONDITIONS.
GFNT / THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE
SUBJECT TO A PRECEDENT AGREEMENT (#47753) BETWEEN BUYER
AND SELLER DATED APRIL 28, 1995.
UNLESS STATION SPECIFIC MDDOS ARE SPECIFIED IN A SEPARATE
FIRM SERVICE AGREEMENT BETWEEN SELLER AND BUYER, SELLER'S
AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS
AND ANY OTHER SERVICE AGREEMENT BETWEEN SELLER AND BUYER,
AT THE STATIONS LISTED ABOVE SHALL NOT EXCEED THE MDDO
QUANTITIES SET FORTH ABOVE FOR EACH STATION. ANY STATION
SPECIFIC MDDOS IN A SEPARATE FIRM SERVICE AGREEMENT
BETWEEN SELLER AND BUYER SHALL BE ADDITIVE TO THE
INDIVIDUAL STATION MDDOS SET FORTH ABOVE.
<PAGE>
Revision No.
Control No. 1995 - 04 - 30 - 0029
Appendix A to Service Agreement No. 50420
Under Rate Schedule S S T
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
The Master List of Interconnects (MLI) as defined in Section 1 of the General
Terms and Conditions of Seller's Tariff is incorporated herein by reference for
the purposes of listing valid secondary receipt and delivery points.
Service changes pursuant to this Appendix A shall become effective as of
NOVEMBER 01, 1997, or upon completion of facilities. This Appendix A shall
cancel and supersede the previous Appendix A effective as of N/A , to the
Service Agreement referenced above. With the exception of this Appendix A, all
other terms and conditions of said Service Agreement shall remain in full force
and effect.
ROANOKE GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson
Title: Vice President Rates & Finance
Date: December 11, 1995
COLUMBIA GAS TRANSMISSION CORPORATION
By: s/S.M. Warnick
Name: S. M. Warnick
Title: Vice President
Date: February 23, 1996
Exhibit 10(u)(u)
SERVICE AGREEMENT NO. 50421
CONTROL NO. 1995-04-30 - 0030
FSS SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this 11th day of December, 1995 by and
between:
COLUMBIA GAS TRANSMISSION CORPORATION
(" SELLER")
AND
ROANOKE GAS COMPANY
("BUYER")
WITNESSETH: That in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
Section 1. Service to be Rendered. Seller shall perform and Buyer shall receive
the service in accordance with the provisions of the effective FSS Rate Schedule
and applicable General Terms and Conditions of Seller's FERC Gas Tariff, Second
Revised Volume No. 1 (Tariff), on file with the Federal Energy Regulatory
Commission (Commission), as the same may be amended or superseded in accordance
with the rules and regulations of the Commission. Seller shall store quantities
of gas for Buyer up to but not exceeding Buyer's Storage Contract Quantity as
specified in Appendix A, as the same may be amended from time to time by
agreement between Buyer and Seller, or in accordance with the rules and
regulations of the Commission. Service hereunder shall be provided subject to
the provisions of Part 284.223 of Subpart G of the Commission's regulations.
Buyer warrants that service hereunder is being provided on behalf of BUYER.
Section 2. Term. Service under this Agreement shall commence as of the latter of
APRIL 01, 1997, or upon completion of facilities and shall continue in full
force and effect until OCTOBER 31, 2012, and from YEAR-to-YEAR thereafter unless
terminated by either party upon 2 YEARS' written notice to the other prior to
the end of the initial term granted or any anniversary date thereafter.
Pre-granted abandonment shall apply upon termination of this Agreement, subject
to any right of first refusal Buyer may have under the Commission's regulations
and Seller's Tariff.
<PAGE>
Section 3. Rates. Buyer shall pay the charges and furnish the Retainage
percentage set forth in the above-referenced Rate Schedule and specified in
Seller's currently effective Tariff, unless otherwise agreed to by the parties
in writing and specified as an amendment to this Service Agreement.
Section 4. Notices. Notices to Seller under this Agreement shall be
addressed to it at Post Office Box 1273, Charleston, West Virginia 25325-1273,
Attention: Manager - Agreements Administration and notices to Buyer shall be
addressed to it at:
ROANOKE GAS COMPANY
VP OPERATIONS
P 0 BOX 13007
ROANOKE, VA 24030
ATTN: ARTHUR PENDLETON;
until changed by either party by written notice.
<PAGE>
SERVICE AGREEMENT NO. 50421
CONTROL NO. 1995-04-30 - 0030
FSS SERVICE AGREEMENT
Section 5 Superseded Agreements. This Service Agreement supersedes and
cancels, as of the effective date hereof, the following Service Agreements: N/A.
ROANOKE GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson
Title: Vice President Rates & Finance
Date: December 11, 1995
COLUMBIA GAS TRANSMISSION CORPORATION
By: s/S.M. Warnick
Name: S. M. Warnick
Title: Vice President
Date: February 23, 1996
<PAGE>
Revision No.
Control No. 1995 - 04- 30 - 0030
Appendix A to Service Agreement No. 50421
Under Rate Schedule S S T
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
GFNT / THIS SERVICE AGREEMENT AND ITS EFFECTIVENESS ARE SUBJECT
TO A PRECEDENT AGREEMENT (#47753) BETWEEN BUYER AND
SELLER DATED APRIL 28, 1995.
<PAGE>
Revision No.
Control No.1995-04-30 - 0030
Appendix A to Service Agreement No. 50421
Under Rate Schedule FSS
Between (Seller) COLUMBIA GAS TRANSMISSION CORPORATION
and (Buyer) ROANOKE GAS COMPANY
Storage Contract Quantity 441,700 Dth
Maximum Daily Storage Quantity 5,889 Dth per day
CANCELLATION OF PREVIOUS APPENDIX A
Service changes pursuant to this Appendix A shall become effective as of APRIL
01, 1997. This Appendix A shall cancel and supersede the previous Appendix A
effective as of N/A , to the Service Agreement referenced above. With the
exception of this Appendix A, all other terms and conditions of said Service
Agreement shall remain in full force and effect.
ROANOKE GAS COMPANY
By: s/John B. Williamson, III
Name: John B. Williamson
Title: Vice President Rates & Finance
Date: December 11, 1995
COLUMBIA GAS TRANSMISSION CORPORATION
By: s/S.M. Warnick
Name: S. M. Warnick
Title: Vice President
Date: February 23, 1996
Exhibit 10(v)(v)
Precedent Agreement No. 57448
Control No. 970731-0011
PRECEDENT AGREEMENT
This PRECEDENT AGREEMENT ("Agreement") is made and entered into to be
effective as of this 7th day of August, 1997, by and between COLUMBIA GAS
TRANSMISSION CORPORATION ("Columbia'), and ROANOKE GAS COMPANY ("Customer").
W I T N E S S E T H:
WHEREAS , Customer requested and was allocated certain FSS/SST levels of
service as a result of Columbia's Market Expansion open season, and entered into
a Precedent Agreement (No. 47753) with respect to such services;
WHEREAS , Customer has also requested FTS service and capacity has
become available in Columbia's Market Expansion project to serve such request;
WHEREAS , both the FSS/SST and FTS levels of service are to be served by
Columbia's expansion of its interstate pipeline and/or storage facilities as
contemplated pursuant to construction already proposed and approved in
Columbia's FERC Docket No. CP96-213; and
WHEREAS , it is necessary for Customer to commit to receiving and paying
for the FTS level of service set forth herein by executing this Agreement, to
support Columbia's commitment to the overall expansion of such facilities.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Columbia and Customer agree as follows:
1. Allocated Levels of Service. The following additional levels of
service have been allocated to Customer as part of Columbia's Market Expansion
project. By executing this Agreement, Columbia agrees to provide and Customer
agrees to accept the following additional levels of service pursuant to the
attached FTS service agreement as described in section two herein.
1
<PAGE>
Precedent Agreement No. 57448
Control No. 970731-0011
Firm Transportation Service (FTS) Service Agreement. Transportation Demand:
3,425 Dth per day.
Receipt Point Delivery Point Dth
------------- -------------- ---
Kenova Aggregation Roanoke Gas 3,425
Point (MLI-AO1) Company
(MLI-62)
2. Service Agreements. Columbia and Customer agree to execute
concurrently herewith the FTS service agreement attached hereto providing for
the foregoing level of service. The above total level of FTS service shall
commence in 1999, unless otherwise agreed by Columbia and Customer. The FTS
service agreement shall have a primary term of no less than fifteen years,
commencing with the date on which the allocated level of service is to commence.
All service under the FTS service agreement shall be provided pursuant to the
FTS Rate Schedule and at the applicable maximum rates set forth in Columbia's
Federal Energy Regulatory Commission (FERC) Gas Tariff, Second Revised Volume
No.1, as it may be amended from time to time ("Columbia's tariff"). The primary
receipt and delivery points and any other applicable terms and conditions,
including, but not limited to, delivery pressure, flow rates, etc., shall be as
set forth in the FTS service agreement.
3. Approvals. Columbia shall undertake to secure approvals necessary for
the financing, construction and operation of the expansion facilities necessary
to serve Customer as contemplated herein within the context of construction
already proposed by Columbia and approved in Columbia's FERC Docket No.
CP96-213, including, but not limited to and if deemed necessary by Columbia, the
preparation and filing of any amended application with the FERC for a
modification to certificates issued to Columbia in FERC Docket No. CP96-213
pursuant to Section 7(c) of the Natural Gas Act, 15 U.S.C. Section 717f(c).
Columbia shall not be required to prepare or file any applications with FERC
initiating any new certificate proceeding or which would create any obligation
to construct additional facilities beyond that already proposed by Columbia and
approved by FERC in Docket No. CP96-213. Customer shall cooperate with and
provide to Columbia, on a timely basis, all information and data requested by
Columbia which Columbia deems necessary to prosecute such amended application or
any other approvals or authorizations, including, but not limited to, any
information requested by the FERC or its staff.
4. Columbia's Conditions Precedent. Performance by Columbia under this
Agreement and the FTS service agreement to be executed is expressly conditioned
upon:
(a) Customer completing, executing and returning to Columbia with this
Agreement the Request for Service forms required by Columbia's tariff and
necessary for Customer to receive service under the service agreement;
2
<PAGE>
Precedent Agreement No. 57448
Control No. 970731-0011
(b) Customer satisfying the creditworthiness requirements in Columbia's
tariff;
(c) Columbia receiving all necessary final and nonappealable regulatory
approvals and authorizations for Columbia to provide the FTS service
contemplated by this Agreement within the context of construction already
proposed by Columbia and approved in Columbia's FERC Docket No. CP96-213,
including, but not limited to and if deemed necessary by Columbia, final and
nonappealable approval of any amended application Columbia will file with the
FERC for a modification to certificates issued to Columbia in FERC Docket No.
CP96-213, upon terms acceptable to Columbia;
(d) Columbia receiving all necessary final and nonappealable approvals
from the FERC to recover the costs of Columbia's expansion facilities on a
rolled-in basis in the calculation of its applicable rates, upon terms
acceptable to Columbia; and
(e) Columbia constructing and placing in service all expansion
facilities necessary for Columbia to provide service to Customer.
Columbia may waive any of the foregoing conditions.
5. Customer's Conditions Precedent. Performance by Customer under this
Agreement and the FTS service agreement attached hereto is expressly conditioned
upon:
(a) Columbia receiving an order from the FERC not subject to rehearing
on Columbia's certificate application referred to in section three herein to
charge rolled-in rates for the subject services.
Customer may waive the foregoing condition.
6. Termination. This Agreement shall only be terminated as provided in
this section. If this Agreement is terminated effective prior to the
commencement of new service under the FTS service agreement, then such FTS
service agreement shall be deemed void ab initio.
Customer, effective upon 30-days written notice to Columbia, may
terminate this Agreement if the condition precedent set forth in section 5
herein is not satisfied. Columbia, effective upon 30 days written notice to
Customer, may terminate this Agreement if any of conditions precedent set forth
in section 4 herein are not satisfied. With respect to both parties, any such
termination shall not be effective if the unsatisfied condition precedent upon
which the termination notice is based is satisfied prior to the end of the
30-day notice period.
3
<PAGE>
Precedent Agreement No. 57448
Control No. 970731-0011
If this Agreement is terminated pursuant to this section, such
termination shall be without liability, damages, costs or expenses of either
party to each other or other parties, or to any of their shareholders,
directors, officers, employees, agents, consultants or representatives; and
Columbia and Customer shall have no further rights or obligations whatsoever
pursuant to this Agreement or the service agreement.
7. Authorization. Each of the persons executing this Agreement and the
FTS service agreement attached hereto represents and warrants that it has
authority to act for and bind the entity on whose behalf he or she purports to
act and to take the actions contemplated herein.
8. Customer's Support for Expansion. Customer agrees to support and not
take any adverse action with respect to Columbia's obtaining any necessary
approvals and authorizations, including, but not limited to Columbia's filings
at the FERC with respect to its expansion.
9. Parties In Interest. Nothing in this Agreement or the FTS service
agreement whether express or implied, is intended to confer any rights or
remedies under or by reason of this Agreement or the FTS service agreement on
any persons other than the parties to them, nor is anything in this Agreement or
the FTS service agreement intended to relieve or discharge the obligation or
liability of any third persons to any party to this Agreement or the FTS service
agreement, nor shall any provision give any third persons any right of
subrogation or action over or against any party to this Agreement or the FTS
service agreement.
10. Effect of Agreement and Amendment. This Agreement shall inure to the
benefit of and be binding upon each of the undersigned parties. This Agreement
and the FTS service agreement constitute the entire agreement and understanding
between the parties hereto with respect to the subject matter herein and
therein, and supersede all prior agreements and understandings with respect
thereto. The parties agree that the execution of this Agreement and the FTS
service agreement does not supersede, and is without prejudice to any rights or
obligations the parties have to each other under separate and distinct
agreements, including, but not limited to, Precedent Agreement No.47753, its
related FSS/SST service agreements, and existing service agreement(s) between
Columbia and Customer. This Agreement can only be assigned, amended, modified,
or supplemented by the written agreement of Columbia and Customer.
11. Waivers. The waiver by any party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to be a waiver
of any subsequent breach hereof.
12. Governing Law. This Agreement shall be governed by the laws of the
State of West Virginia without reference to conflicts of law provisions, and
except as to any matters subject to federal law and the exclusive jurisdiction
of the FERC.
4
<PAGE>
Precedent Agreement No. 57448
Control No. 970731-0011
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the duly authorized representatives of the parties
hereto have executed this Agreement.
COLUMBIA GAS TRANSMISSION CORPORATION
By s/Shawn E. Casey
Name Shawn E. Casey
Its Manager - Commercial Services
Date September 30, 1997
ROANOKE GAS COMPANY
By s/John B. Williamson, III
Name John B. Williamson, III
Its Vice President
Date Sept. 26, 1997
5
Exhibit 10(w)(w)
FIRM STORAGE SERVICE AGREEMENT
THIS AGREEMENT, made and entered into as of this 19th day of March,
1997, by and between VIRGINIA GAS STORAGE COMPANY, a Virginia corporation,
hereinafter referred to as "VGSC," and Roanoke Gas Company, a Virginia
corporation, hereinafter referred to as "RGC".
WITNESSETH
WHEREAS, VGSC has undertaken to provide a firm storage service under the
Utility Facilities Act of Virginia, in accordance with its Gas Tariff filed with
the State Corporation Commission of Virginia ("SCC"), and under part 284 of the
Regulations of the Federal Energy Regulatory Commission ("FERC"); and
WHEREAS, RGC has requested storage service on a firm basis pursuant to
Rate Schedule FSS in compliance with Section 3 of VGSC's SCC Gas Tariff; and
WHEREAS, RGC agrees to arrange for transportation of quantities of gas
in order to deliver and receive gas to and from storage.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
QUANTITY OF SERVICE
1.1 Subject to the terms and provisions of this Agreement and the SCC
Gas Tariff applicable thereto, RGC has the right to maintain an aggregate
storage quantity of up to 180,000 dth (the "Maximum Storage Quantity," or
"MSQ"). VGSC's obligation to accept gas at the Delivery Points specified on
Exhibit A hereto for injection into storage on any day is limited to the Maximum
Daily Injection Quantity ("MDIQ") specified on Exhibit A hereto. VGSC, at its
sole discretion, may allow injections at rates above the MDIQ on a best efforts,
interruptible basis if such injections can be made without adverse effect upon
injections of other Customers or to VGSC's operations.
1.2 VGSC shall redeliver a thermally equivalent quantity of gas to RGC
at the Delivery Points described on Exhibit A hereto. VGSC's obligation to
withdraw gas from storage on any day is limited to the available Maximum Daily
Withdrawal Quantity ("MDWQ") specified on Exhibit A hereto. VGSC, at its sole
discretion, may allow withdrawals at rates higher than the MDWQ on a best
efforts, interruptible basis if such withdrawals can be made without adverse
effect upon withdrawals of other Customers or to VGSC's operations and such gas
is available from RGC's
1
<PAGE>
Storage Gas Balance. RGC may withdraw during the Withdrawal Period any
quantity up to the MDWQ.
ARTICLE II
CONDITIONS OF SERVICE
2.1 RGC shall pay VGSC $0.05 per each dth injected and $0.05 per each
dth withdrawn. Subject to the provisions of Section 2.3, RGC will pay VGSC an
annual storage charge ("Annual Storage Charge") which shall be the product of
$1.50 multiplied by the Maximum Storage Quantity, which fee shall be payable in
twelve (12) equal monthly installments.
2.2 VGSC shall reimburse RGC for any injected gas that cannot be
withdrawn for delivery to RGC at Inside FERC index for deliveries into Tennessee
Gas, Zone 1, plus interruptible transportation on Tennessee Gas and East
Tennessee. Any gas not withdrawn at RGC's option shall be carried over to the
following year's storage balance.
2.3 On May 1, 1997 and each May 1 thereafter, VGSC shall pro-rate the
Annual Storage Charge for the year retroactively and prospectively to reflect
any deficiencies in performance in the prior Withdrawal Period as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Adjusted Annual Actual MSQ Actual MDWQ
Storage Charge = Contract MSQ X Contract MDWQ X $1.50 X 180,000
</TABLE>
RGC's election to use the storage service at levels below the MSQ and MDWQ shall
not be considered deficiencies in performance.
2.4 RGC shall insure that the gas delivered to VGSC at the Delivery
Points for injection meets the minimum quality specifications of East Tennessee
Natural Gas Company's FERC Tariff. VGSC shall insure that gas delivered to RGC
at the Delivery Points meets the minimum quality specifications of East
Tennessee Natural Gas Company's FERC Tariff.
2.5 The measurement of quantities for billing purposes, in MMBtu,
delivered to or received from VGSC shall be performed by East Tennessee Natural
Gas Company.
ARTICLE III
NOTICES
3.1 Notices hereunder shall be given to the respective party at the
applicable address, telephone number or facsimile machine number stated below,
or such other addresses, telephone numbers or facsimile numbers as the parties
shall respectively hereafter designate in writing from time to time:
2
<PAGE>
Virginia Gas Pipeline Company
P.O. Box 2407
200 East Main Street
Abingdon, Virginia 24210
Attention: Michael L. Edwards
Telephone Number: (540) 676-2380, extension 17
Facsimile Machine Number: (540) 676-2494
Roanoke Gas Company
519 Kimball Avenue, N.E.
Roanoke, VA 24030
Attention: Mike Gagnet
Telephone Number: (540) 983-3800
Facsimile Machine Number: (540) 983-3957
ARTICLE IV
BILLING AND PAYMENT
4.1 On or before the fifteenth (15th) day of each calendar month, VGSC
shall submit to RGC an invoice for services performed during the preceding
month.
4.2 RGC shall pay the amounts invoiced by the twenty-fifth (25th) day of
each month in which said invoice is received by RGC or within ten (10) days of
RGC's receipt of VGSC's invoice.
4.3 Should RGC fail to pay all of the amount of any invoice as herein
provided when such amount is due, RGC shall pay a charge for late payment which
shall be included by VGSC on the next regular monthly invoice rendered
hereunder. Such charge for late payment shall accrue interest at an annual rate
equivalent to the then current Chase Manhattan Bank prime interest rate plus two
percent (2%), but not to exceed the maximum rate permitted by law. If such
failure to pay continues for thirty (30) days after payment is due, VGSC, in
addition to any other remedy it may have, may suspend futher injections and/or
withdrawals of gas for RGC's account until such amount is paid; provided,
however, that if RGC, in good faith, disputes the amount of any such invoice or
part thereof and pays to VGSC such amounts as RGC concedes to be correct, and,
at any time thereafter within thirty (30) days of a demand made by VGSC,
furnishes a good and sufficient surety bond in an amount and with sureties
satisfactory to VGSC conditioned upon the payment of any amounts ultimately
found due upon such invoices after a final determination, which may be reached
either by agreement or judgment of the courts, as the case may be, then VGSC
shall not be entitled to suspend further injections and/or withdrawals of gas
unless and until default be made in the conditions on such bond or there is a
subsequent default under the conditions of this agreement.
3
<PAGE>
4.4 In the event any overcharge or undercharge in any form whatsoever
shall be found within twenty four (24) months from the date a billing
discrepancy occurs, the appropriate party shall refund the amount of overcharge
or pay the amount of undercharge within thirty (30) days after the final
determination of the amount overcharged or undercharged has been made. Any
overcharge or undercharge found after such twenty four (24) months shall be
deemed waived by both parties.
4.5 Both parties hereto shall have the right, at any and all reasonable
times, to examine the books and records of the other party to the extent
necessary to verify the accuracy of any statement, charge, computation or demand
made under or pursuant to this Agreement.
4.6 It is expressly understood that VGSC retains a landlord's lien
against the personal property of RGC's stored hereunder for the recovery of any
and all amounts which may become due and payable under this agreement.
ARTICLE V
TERM
5.1 Subject to the provisions hereof, this Agreement shall become
effective as of the date first written above and shall be in full force and
effect for a primary term through April 30, 2007 (the "Termination Date") and
shall continue and remain in force and effect for successive terms of one (1)
year each hereafter unless and until canceled by either party giving 180 days
written notice to the other party prior to the end of the primary term and any
yearly extension thereof.
ARTICLE VI
INDEMNITY
6.1 RGC shall be deemed to have the exclusive control and possession of
the Gas until delivered to VGSC at the Delivery Points and after the Gas is
redelivered to RGC at the Delivery Points pursuant to Sections 1.1 and 1.2
hereof. VGSC shall be deemed to have the exclusive control and possession of the
Gas after it has been delivered to VGSC at the Delivery Points, until such time
as the Gas is redelivered to RGC at the Delivery Points pursuant to Sections 1.1
and 1.2 hereof.
6.2 The party in control of the Gas will defend, indemnify and hold the
other harmless from and against any and all claims, causes of action or
judgments (including attorney's fees and expenses) in any way arising with
respect to the Gas while in that party's control, and the other shall not be
liable for any part thereof.
4
<PAGE>
ARTICLE VII
FORCE MAJEURE
7.1 Subject to the provisions of this Article VII, no party shall be
liable to the other party for the failure to perform in conformity with this
Agreement to the extent such failure results from an event of Force Majeure
which is beyond the reasonable control of the party affected thereby, which
wholly or partially prevents the supply, transportation, sale, delivery,
injection, storage, withdrawal or redelivery of Gas.
7.2 Events of Force Majeure shall include, by way of illustration, but
not limitation those enumerated in Section 16.2, Original Sheets No. 58 and No.
59 of the Terms and Conditions of VGSC's SCC Gas Tariff.
7.3 Immediately upon becoming aware of the occurrence of an event of
Force Majeure, the party affected shall give notice thereof to the other party,
describing such event and stating the specific obligations, the performance of
which are, or are expected to be, delayed or prevented, and (either in the
original or in supplemental notices) stating the estimated period during which
performance may be suspended or reduced, including, to the extent known or
ascertainable, the estimated extent of such reduction of performance. Such
notice of an event of Force Majeure is to be first given by telephone
communication, and then shall be confirmed in writing within five (5) days,
giving particulars available to the reporting party, and being supplemented if
necessary within twenty (20) days to give full particulars. Not withstanding any
other provision in this Agreement, the parties mutually agree that should some
cause or event, beyond the control of VGSC, make it appear to VGSC that a
storage area is losing pressure and may no longer be viable for storage, it may
immediately notify RGC (by fax, phone or other means) and RGC shall immediately
start accepting the stored gas in order to drain the storage area and cut down
on the potential loss to VGSC, or VGSC may otherwise dispose of such gas and pay
RGC for the value thereof plus the value of any gas otherwise lost. Thereafter
this Agreement shall be considered of no further force and effect unless VGSC
can reasonably revitalize and stabilize such storage area to hold gas pressure
in which event VGSC shall give the thirty (30) day notice as provided in Section
3.1 and the Agreement shall thereafter continue in full force and effect.
7.4 The party relying upon an event of Force Majeure shall act prudently
and use all reasonable efforts to eliminate the effects of Force Majeure as soon
as reasonably practicable, provided that the settlement of strikes and lockouts
shall be entirely within the discretion of the party affected.
7.5 No suspension or reduction of performance by reason of an event of
Force Majeure shall invalidate this Agreement, and upon removal of the Force
Majeure, performance shall resume in this Agreement as soon as practicable.
5
<PAGE>
ARTICLE VIII
OPERATIONAL FLOW ORDERS
8.1 RGC may be subject to certain operational flow orders ("OFO's")
issued by VGSC: (a) to alleviate conditions that threaten the integrity of
VGSC's system; (b) to maintain pressures necessary for VGSC's operations; (c) to
alleviate operational problems arising from overdeliveries or underdeliveries by
RGC in violation of this Agreement; and (d) to prevent damage to a storage
field.
8.2 Upon the issuance of an OFO, RGC must take the actions set forth in
the OFO, which may include, but are not limited to, reducing its withdrawals
from storage.
ARTICLE IX
SUCCESSORS AND ASSIGNS
9.1 This Agreement shall be binding upon and inure to the benefit of the
successors, assigns and legal representatives of the parties hereto. Either
party may freely assign this Agreement to a company with which it is affiliated
or which it controls, is controlled by, or is under common control with, or any
party succeeding to substantially all the interests of RGC or VGSC. All other
assignments shall be subject to the prior written consent of the party not
assigning, such approval not to be unreasonably withheld. Either party hereto
shall have the right to pledge or mortgage its respective rights hereunder for
security of its indebtedness without the prior written consent of the other
party.
ARTICLE X
MISCELLANEOUS
10.1 This Agreement constitutes the entire Agreement between the parties
and no waiver by VGSC or RGC of any default of either party under this Agreement
shall operate as a waiver of any subsequent default whether of a like or
different character.
10.2 The laws of the Commonwealth of Virginia shall govern the validity,
construction, interpretation, and effect of this Agreement.
10.3 No modification of or supplement to the terms and provisions hereof
shall be or become effective except by execution of a supplementary written
agreement between the parties.
10.4 Exhibit A attached to this Agreement constitutes a part of this
Agreement and is incorporated herein.
6
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above by the parties' duly authorized officers.
Attest: ROANOKE GAS COMPANY
By: s/John B. Williamson, III
s/Michael A. Yount
Its: Vice President
Attest: VIRGINIA GAS STORAGE COMPANY
By:s/M.C. Edwards
s/Stacey D. Varney
Its: President
7
<PAGE>
EXHIBIT A
to that certain Gas Storage Agreement dated March 19, 1997 by and between
ROANOKE GAS COMPANY
and
VIRGINIA GAS STORAGE COMPANY
Delivery Points:
1. Saltville receipt/delivery point, Smyth County, Virginia. For
injections: ETNG Meter Number 759766; for withdrawals: ETNG Meter
Number 759777.
2. Early Grove receipt/delivery point, Washington County, VA. For
injections: ETNG Meter Number 759147; for withdrawals: ETNG Meter
Number 759009.
3. Dickenson #2 receipt point, Dickenson County, Virginia for
withdrawals only, ETNG Meter Number 759321.
Maximum Daily Injection Quantity, in dth:
1,200 Dth
Injection Period runs from on or about April 5 of each year to on or about
October 26 of each year (the "Summer Period"). Injections may be made from
October 27 to April 4 of each year (the "Winter Period") on a best efforts,
interruptible basis with the consent of VGSC.
Maximum Daily Withdrawal Quantity, in dth:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
857 Dth from Early Grove delivery point ETNG Meter Number 759009
1,143 Dth from Early Grove, Saltville or Dickenson #2 delivery point
ETNG Meter Number 759009
ETNG Meter Number 759777
ETNG Meter Number 759321
</TABLE>
Withdrawal Period runs from November 15 through April 15 of each year.
Withdrawals may be made from November 1 to November 15, and from April16 through
April 30 of each year on a best efforts, interruptible basis.
s/M.C. Edwards
3/19/97
8
Exhibit 10(x)(x)
Service Agreement No. 40437
Control Number 931229-10
FTS-2 SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of February, 1994, by
and between COLUMBIA GULF TRANSMISSION COMPANY ("Transporter") and BLUEFIELD GAS
COMPANY ("Shipper").
WITNESSETH: That in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Section 1. Service to be Rendered. Transporter shall perform and Shipper
shall receive the service in accordance with the provisions of the effective
FTS-2 Rate Schedule and applicable General Terms and Conditions of Transporter's
FERC Gas Tariff, First Revised Volume No. 1 (Tariff), on file with the Federal
Energy Regulatory Commission (Commission), as the same may be amended or
superseded in accordance with the rules and regulations of the Commission herein
contained. The maximum obligations of Transporter to deliver gas hereunder to or
for Shipper, the designation of the points of delivery at which Transporter
shall deliver or cause gas to be delivered to or for Shipper, and the points of
receipt at which the Shipper shall deliver or cause gas to be delivered, are
specified in Appendix A, as the same may be amended from time to time by
agreement between Shipper and Transporter, or in accordance with the rules and
regulations of the Commission. Service hereunder shall be provided subject to
the provisions of Part 284.102 of Subpart B of the Commission's regulations.
Shipper warrants that service hereunder is being provided on behalf of Shipper,
a local distribution company.
Section 2. Term. Service under this Agreement shall commence as of
February 1, 1994 and shall continue in full force and effect until June 30,
1994. Thereafter, it shall continue from year to year unless canceled by either
party upon six (6) months prior written notice to the other party. Shipper and
Transporter agree to avail themselves of the Commission's pregranted abandonment
authority upon termination of this Agreement, subject to any right of first
refusal Shipper may have under the Commission's regulations and Transporter's
Tariff.
Section 3. Rates. Shipper shall pay the charges and furnish the
Retainage as described in the above-referenced Rate Schedule, unless otherwise
agreed to by the parties in writing and specified as an amendment to this
Service Agreement.
Section 4. Notices. Notices to Transporter under this Agreement shall be
addressed to it at Post Office Box 683, Houston, Texas 77001, Attention:
Director, Planning, Transportation and
<PAGE>
Exchange; notices to Shipper shall be addressed to it at P.O. Box 589,
Bluefield, West Virginia 24701-0589, Attention: Mr. Arthur L. Pendleton, until
changed by either party by written notice.
Section 5. Superseded Agreements. This Agreement supersedes and cancels, as
of the effective date hereof, the following contracts: 37602, 39119.
BLUEFIELD GAS COMPANY COLUMBIA GULF TRANSMISSION
COMPANY
By s/Arthur L. Pendleton By s/Paul H. Pieir
Title V. P. Operations Title Vice President
<PAGE>
Revision No. __________
Control No. 931229-10
Appendix A to Service Agreement No. 40437
Under Rate Schedule FTS-2
between Columbia Gulf Transmission Company (Transporter)
and Bluefield Gas Company (Shipper)
Transportation Demand 2,345 Dth/day
<TABLE>
<CAPTION>
Primary Receipt Points
Measuring Maximum Daily
Point No. Measuring Point Quantity (Dth/day)
<S> <C> <C> <C> <C> <C> <C>
M.S. 433 Egan A, Acadia Parish, LA - CGT 1,000
M.S. 434 Egan B, Acadia Parish, LA - Tennessee 345
M.S. 624 Orange Grove, Terrebonne Parish, LA - Union Texas 1,000
</TABLE>
<TABLE>
<CAPTION>
Primary Delivery Points
Measuring Maximum Daily
Point No. Measuring Point Quantity (Dth/day)
<S> <C> <C> <C> <C> <C> <C>
M.S. 2700010 Rayne Compressor Station, located in Acadia Parish, LA 2,345
</TABLE>
The Master List of Interconnects (MLI) as defined in Section 1 of the General
Terms and Conditions is incorporated herein by reference for purposes of listing
valid secondary interruptible receipt points and delivery points.
CANCELLATION OF PREVIOUS APPENDIX A
Service changes pursuant to this Appendix A shall commence as of February 1,
1994. This Appendix A shall cancel and supersede the previous Appendix A to the
Service Agreement dated November 1,
<PAGE>
1993. With the exception of this Appendix A, all other terms and conditions of
said Service Agreement shall remain in full force and effect.
BLUEFIELD GAS COMPANY COLUMBIA GULF TRANSMISSION COMPANY
By s/Arthur L. Pendleton By s/Paul H. Pieir
Its V. P. Operations Its Vice President
Date 1/21/94 Date 1/14/94
Exhibit 10(y)(y)
GAS PURCHASE/SALES CONTRACT
This AGREEMENT, made as of October 27, 1997 between BLUEFIELD GAS
COMPANY ("Buyer" or "Bluefield") and PHOENIX ENERGY SALES COMPANY ("Seller" or
"PES"), Provides:
1) Pipeline Construction
PES will install, own, and operate +/- 8 miles of 6" gathering line from
the CNGT interconnect to State Route 643 at cost to PES. Bluefield Gas
will install, own and operate +/- 2 miles of 4" distribution line from
State Route 643, inclusive of road crossing, to an existing Bluefield
Gas distribution line along Route 102 at cost to Bluefield. Construction
of the 6" pipeline by PES will provide the capacity for market growth,
as well as, for winter baseload and peaking requirements. From CNGT's
standpoint, well deliverability into its gathering system can be
enhanced only if operating line pressure that the wells flow against is
significantly reduced by delivering excess supplies off-system into the
proposed PES line. Given Bluefield's load profile, 6" pipe is needed to
minimize pipeline friction losses.
2) Reservation Fee
Within that 6" pipeline owned by PES, PES will provide to Bluefield
sufficient pipeline capacity on a firm basis with which to meet a
peaking requirement of 5,000 Dth per day. As consideration, Bluefield
will agree to pay PES an initial monthly reservation fee of $3.50/Dth
for such capacity. The fee will be redetermined after initial investment
and financing charges are recovered (to be determined based on actual
pipeline costs and interest rates), based on operating expenses and a
reasonable ROE utilizing FERC guidelines for regulated pipelines.
3) Base Gas Service
PES will make available on a "firm" basis to Bluefield, for any given
month, an average daily volume up to 2500 Dth per day of gas year round.
Bluefield will nominate to PES its monthly base gas requirements (up to
the 2500 Dth per day available) 10 days before the start of each month.
Although base gas nominations will be stated in terms of flat dth/day,
actual daily usage can vary up to the maximum pipeline capacity. The
total monthly usage would be divided by the number of days in the month
to get average usage. Average usage would be used to determined base gas
and peaking gas volumes.
4) Peaking Service
PES will also provide Bluefield a peaking service whereby Bluefield will
have access to the maximum volume, which can be delivered through the
pipeline. Maximum volume available at any given time will be dictated by
the inlet pressure at the CNGT interconnect and the outlet pressure at
the Bluefield interconnect. Based on the current operating conditions
(i.e., CNG inlet - 225 psig, Bluefield outlet - 50 psig) a total +/-
5000 Dth per day would be available for delivery
<PAGE>
into the PES system. During any given month, a maximum average daily
volume up to 2500 Dth per day would be available for purchase by
Bluefield. Average daily volume during any given month in excess of that
month's base gas (as nominated by Bluefield) will be considered peaking
volume and will be made available on a best efforts basis.
5) Pricing
For base gas purchased during the summer months (i.e. April - October),
Bluefield will pay to PES the first of month CNG Transmission contract
index as published by Inside FERC. For base gas purchased during the
winter (i.e. November - March), Bluefield will agree to pay PES the
first of month CNG Transmission contract index as published by Inside
FERC, plus $0.10 per Dth. Gas supplied in any given month in excess of
the base gas volume nominated by Bluefield for first of month
deliveries, would be purchased at the monthly average Gas Daily pricing
for CNG Appalachia pool gas, plus the seasonal add-on (i.e. $0.10 per
Dth in the winter), if applicable. All prices will be adjusted for
shrinkage.
6) Nominations
Bluefield will nominate its required base gas volume from PES at least
ten days before the beginning of each month. Should an intra-month
nomination become necessary, Bluefield will so inform PES and PES will
use best efforts to accommodate Bluefield. PES will be as flexible as
the rules governing PES's transportation on the CNG system from
Appalachian pools will allow.
7) Rights-of-Way Easements
It shall be the responsibility of PES to obtain all Rights-of-Way
easements for the total 10-mile pipeline with the exception of the
Virginia Holding Company Agreement near Falls Mills, which will be
obtained by Bluefield Gas Company. All West Virginia state, local and
Federal construction and regulatory permits/licenses will be obtained by
PES. All Virginia permits and licenses will be obtained by Bluefield Gas
Company.
8) Measurement Station
PES will provide a measurement station as close as practical to the
VA/WVA state line. Bluefield will be supplied access to this equipment
for electronic data transfer and periodic meter testing. Billed volumes
will be based solely on this measurement unless otherwise mutually
agreed by both parties. Billings will be adjusted to reflect BTU content
determined by averaging periodic sample tests. In the event the parties
fail to agree on the accuracy of the testing, Marshall Miller and
Associates will be used to verify testing results.
9) Attachment
The attached Pool Transfer Gas Purchase/Sales Contract, General Terms
and Conditions will be included as a part of this Agreement.
<PAGE>
10) Term
The start up date of this Agreement shall be no later than December 31,
1998. Term of the agreement will be for 15 years with a reopener every 5
years to redetermine, if necessary, the applicable reservation fee and
gas supply pricing to be paid. These fees will be subject to
redetermination via binding arbitration in the event the parties cannot
agree on price, as per guidelines described in letter dated October 16,
1997 from Joseph C. Vanzant, Jr. in reference reservation charges.
IN WITNESS HEREOF, the parties hereby have caused this Agreement
to be duly executed as of the day and year first above written.
PHOENIX ENERGY SALES COMPANY BLUEFIELD GAS COMPANY
By: s/Joseph C. Vanzant, Jr. By: s/Arthur L. Pendleton
Joseph C. Vanzant, Jr. Arthur L. Pendleton
ITS: Vice President ITS: Vice President - Operations
DATE: 11/4/97 DATE: October 27, 1997
Exhibit 10(z)(z)
AGREEMENT FOR CONSULTING SERVICES
This Agreement is made and entered into this 26th day of January, 1998,
between FRANK A. FARMER, JR. (hereinafter referred to as "Consultant"), and
ROANOKE GAS COMPANY (hereinafter referred to as "Company"), pursuant to
authorization by the Company's Board of Directors (hereinafter referred to as
"Board"), to become effective February 1, 1998.
Introductory
Consultant has served the Company as its chief executive and as a
director for over seven years and the gas industry for approximately thirty-five
years. As a result of this experience, Consultant has acquired familiarity with
and expertise in every phase of the Company's business, including those engaged
in by its various divisions and subsidiaries. Furthermore, as a result of
Consultant's activities in regional and national industry organizations,
Consultant is extremely knowledgeable in the areas of short-, medium- and
long-term industry technological and economic developments and trends. Company
therefore desires to retain for itself the availability of Consultant's
knowledge and experience. It is therefore agreed between Company and Consultant
as follows:
1. TERM: Consultant's term of engagement under this Agreement shall
commence on February 1, 1998, and terminate on January 31, 1999. The term of
engagement may be extended by written mutual consent of both parties.
2. POSITION, AUTHORITY, AND DUTIES: It is contemplated that during the
term of this Agreement, Consultant shall serve as Chairman of the Board, and in
such capacity shall have and exercise such authority and discharge such duties
and responsibilities in connection with the business of the Company as may be
assigned to him by the Board.
3. TIME TO BE DEVOTED TO COMPANY'S ACTIVITIES: Consultant agrees to
devote such time to Company's business as may be reasonably required to carry
out the duties and responsibilities assigned to him by the Board.
4. PROVISION OF SUPPORT FACILITIES AND SERVICES AND REIMBURSEMENT OF
BUSINESS-RELATED EXPENSES:
Company will furnish Consultant office space and secretarial assistance
substantially equivalent to that presently made available to Consultant, a
Company-owned vehicle equivalent to the one presently used by Consultant and
will reimburse Consultant for any commuting expenses, and also for
business-related expenses under the same terms and conditions as those effective
from time to time for Company executives. Company will also pay the dues and
1
<PAGE>
expenses related to Consultant's continued participation in local clubs and
industry organizations and activities on the same basis as for Company
executives.
5. COMPENSATION AND LIFE AND HEALTH INSURANCE BENEFITS:
Company will pay the Consultant as compensation for his services at an
annual rate of $82,500.00, payable in monthly installments, and Consultant will
receive no fees for serving as a member of the Board in addition to such
compensation.
6. CONFLICT OF INTEREST: During the term of this Agreement, Consultant
will not accept engagements for compensation by any party that is in competition
or could reasonably expect to be in competition with the Company. Consultant
will further be bound by the provision of his NonCompete Agreement as executed
on September 6, 1995 during his employment prior to retirement.
7. CONSULTANT NOT TO BE EMPLOYEE: Notwithstanding any of the
provisions of this Agreement, Consultant will retire as an employed officer of
the Company as of January 31, 1998, and will thereupon assume the status of a
retired employee for the purposes of Company's life and accidental death and
dismemberment insurance, and Company's retirement, group health, disability and
other Company plan.
8. TERMINATION: This Agreement shall terminate upon the earlier to occur
of death of Consultant or the 31st of January, 1999, unless extended, whereupon
all salaries and benefits hereunder shall cease and determine, prorated in the
case of compensation to the date of death.
This Agreement and all compensation due Consultant shall further
terminate upon the first to occur of the following: (i) the disability of the
Consultant which renders him unable to provide services as contemplated
hereunder; (ii) just cause.
9. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the
heirs, legatees, executors and administrators of Consultant, and upon the
successors and assigns (including any person or entity that acquires assets of
the Company having a value in excess of fifty percent (50%) of the total value
of Company's assets) of Company.
2
<PAGE>
Executed by direction of the Board of Directors this 26th day of
January, l998, to be effective February 1, 1998.
By: s/Frank A. Farmer, Jr.
Consultant
(SEAL)
By: s/John B. Williamson, III
Company
(SEAL)
ATTEST:
s/Roger L. Baumgardner
Secretary
3
Exhibit 10(a)(a)(a)
CONSULTATION CONTRACT
This is an agreement signed this 26th day of January, 1998 between
Roanoke Gas Company ("Company") and John H. Parrott ("Retired Director").
In consideration of the premises and the mutual promises and covenants
of the parties to this contract, it is agreed as follows:
1. Engagement: The Company agrees to engage the Retired Director
and the Retired Director agrees to serve the Company as a
consultant.
2. Term: The term of this agreement shall commence on February 1,
1998 and shall continue for ten years until January 31, 2008.
3. Services: The Retired Director shall use his best efforts on a
strictly part-time basis to consult with the Company and help the
Company on such matters as the Company deems reasonably
appropriate. By example, the Company may request the Retired
Director to help the Company improve a business relationship with
another business in the operating area of the Company, etc.
4. Compensation: As compensation for the services to be rendered by
the Retired Director, the Company shall pay the Retired Director
compensation at the rate of $7,200.00 per year for each year this
agreement is in effect, such compensation to be paid on a monthly
basis on the first day of each month this agreement is in effect.
5. Expenses: The Retired Director shall also be entitled to
reimbursement for all reasonable expenses necessarily incurred by
him in the performance of his duties upon presentation of a
voucher indicating the amount and business purposes. Such
expenses must normally be approved in advance by a person or
persons designated by the Company.
6. Termination: Either party may terminate this agreement upon any
annual, anniversary date of signing of this agreement. Further,
this agreement shall be terminated upon the death or complete
disability of the Retired Director. The foregoing
notwithstanding, this agreement shall be terminated upon the
expiration of ten years from the anniversary date of signing of
this agreement, whether or not the Retired Director is
<PAGE>
deceased or permanently disabled at that time. Finally, this
agreement is immediately terminable by the Company, if the
Retired Director directly or indirectly competes with the Company
or reveals confidential information of the Company to an
organization, person or entity which is directly or indirectly
competing with the Company. Upon any termination under this
agreement, the Retired Director shall be entitled to compensation
through the date of termination.
7. Successors and Assigns: This agreement shall inure to the benefit
of and be binding upon the parties hereto, their successors and
heirs.
8. Applicable Law: This agreement shall be governed by the laws of
Virginia.
ROANOKE GAS COMPANY
s/Frank A. Farmer
President
s/John H. Parrott
Retired Director
RGCO
Roanoke Gas Company
1998 Annual Report
<PAGE>
Table Of Contents
1 Letter To Stockholders
2 An Interview With John Williamson, CEO
4 Review Of Operations
10 Management's Discussion & Analysis
16 1998 Financial Highlights
17 Independent Auditors' Report
18 Consolidated Balance Sheets
20 Consolidated Statements Of Earnings
21 Consolidated Statements Of Stockholders' Equity
22 Consolidated Statements Of Cash Flows
23 Notes To Consolidated Financial Statements
34 Summary Of Gas Sales & Statistics
35 Summary Of Capitalization Statistics
36 The Company's Board Of Directors And Officers
General Corporate Information - Inside Back Cover
Notice Of Annual Meeting - Back Cover
Southwest Virginia And Southern West Virginia's
Choice For Comfort And Economy
Natural Gas
Propane
[Map of Virginia and West Virginia showing Company's market area for natural
gas and propane.]
<PAGE>
Letter To Stockholders
Dear Stockholder:
I am pleased to report that the year ended September 30, 1998, produced
several new records and numerous changes. On the records side, we achieved our
BEST earnings year ever, in both net income and earnings per share. Net income
was $2.7 million, up 18 percent over last year, while per share earnings of
$1.60 were approximately 5 percent greater than the prior year. In addition,
dividends to shareholders were increased from $1.04 to $1.06 per share.
The Company had 2,994 net customer additions for the year, a 5 percent
growth rate. Natural gas customers increased approximately 2 percent and propane
customers increased by approximately 25 percent. New records were set in propane
deliveries at 7.7 million gallons, up 17 percent. Natural gas volumes were up 1
percent on 6 percent warmer weather.
There were several significant changes and highlights this year. On
January 27, 1998, we sold 181,500 shares of stock through our first public
offering since the Company was capitalized in the 1940s. The offering was very
successful and permitted us to strengthen our balance sheet and lower our cost
of debt and composite interest rate. In a milestone in employee relations, we
made permanent a previously experimental skills based compensation plan for
bargaining unit employees when we implemented a two-year labor contract
effective August 1, 1998.
There were also personnel changes. On February 1, 1998, I took over as
President and Chief Executive Officer. At the same time, Arthur L. Pendleton was
promoted to Executive Vice President and Chief Operating Officer and John S.
D'Orazio was promoted to Vice President of Marketing and New Construction. In
May, Dale P. Moore joined us as Director of Rates, Regulatory Affairs and
Financial Planning. With the other experienced and talented managers already in
place, I feel we are building a strong team with which to grow the Company.
Our most significant change underway is a proposed corporate
reorganization into a holding company structure. In July, RGC Resources, Inc.
was chartered and is in position to become the holding company in our new
corporate structure. Subject to shareholder approval at the Annual Meeting and
receipt of regulatory approvals by the Securities and Exchange Commission and
the state regulatory commissions, we will implement the new structure. I believe
this change is critical in meeting several of our key business strategies, in
particular positioning for deregulation, acquisition, and diversification.
We have continued our employment of technology and upgrading of computer
systems and recently installed, and are in the early stages of converting to an
enhanced Customer Information and Billing System. The new system also
complements our Year 2000 compliance activities which include a mixture of
systems tests, upgrades and replacements. We added a second IBM AS/400 computer
to facilitate our Year 2000 readiness program and to provide for an offsite
emergency back-up system to ensure continuation of operations in the event of a
major disruption, system failure, or work site dislocation. We also rolled out a
new internet home page, which can be accessed at www.roanokegas.com.
We were busy on the regulatory front and implemented final rates
following state commission orders in all three natural gas operating companies.
The most recent order was issued in July in the Roanoke Gas case. The rate
relief in the Roanoke Gas rate case was not adequate given the extent of our
renewal program for replacing older portions of the distribution system. As a
consequence, we filed a new rate case on September 30 and anticipate placing
increased rates into effect, subject to refund, in March 1999. We had an
aggressive year in the renewal program, replacing over eight miles of cast iron
or bare steel mains and approximately 650 bare steel customer service lines.
I am pleased with the results of operations and the progress we have made
this year. I am excited about the opportunities the new millennium and a new
corporate structure will offer, and I look forward to continued deregulation
efforts in the energy sector of the economy. I believe we are taking the
necessary steps to position the Company to succeed in changing markets.
I thank you for your interest in Roanoke Gas Company and for your
continuing decision to invest in company stock.
Sincerely,
/s/ John B. Williamson III
- --------------------------
John B. Williamson III
President and CEO
1
1998 Annual Report
<PAGE>
An Interview With John Williamson, CEO
Regarding The Proposed Corporate Restructuring
Q: Why do you believe reorganizing Roanoke Gas Company and its subsidiaries
under a holding company is necessary?
JBW: I believe that for this Company to realize its full potential it must be
positioned to grow not only natural gas and propane operations, but also expand
into other activities that are a good fit with the Company's experience,
marketing, and service capabilities. In our current structure, all activities
are under the utility company and are subject to the restrictions placed on
regulated public service corporations. With the establishment of a new holding
company, to be called RGC Resources, Inc., activities not specifically related
to utility operations can be organized and operated without the public service
corporation restrictions. The enhanced flexibility should facilitate our growth
and diversification efforts.
Q: How will Roanoke Gas Company, Bluefield Gas Company, and Diversified Energy
Company be affected by the corporate restructuring?
JBW: Each company will continue to exist and carry out its mission. Bluefield
Gas Company and Diversified Energy Company will operate as subsidiaries of RGC
Resources, Inc. rather than as subsidiaries of Roanoke Gas Company. Commonwealth
Public Service Corporation, which is currently a subsidiary of Bluefield Gas
Company for Bluefield operations in Virginia, will be merged into Roanoke Gas
Company so that there will be only one natural gas subsidiary in each state.
Roanoke Gas will also become a subsidiary of RGC Resources, Inc. In addition,
other subsidiaries may be formed under RGC Resources to carry out other
operations. Diversified Energy Company, trading as Highland Propane Company and
Highland Gas Marketing, could expand beyond selling propane and brokering
natural gas to industrial customers.
Q: How will a shareholder of Roanoke Gas Company be affected?
JBW: A shareholder will own stock in RGC Resources, Inc., and RGC Resources,
Inc. will own 100% of the common stock equity in Roanoke Gas Company, Bluefield
Gas Company, and Diversified Energy Company. The existing shares of Roanoke Gas
Company will be exchanged for an equivalent number of shares of RGC Resources,
Inc. The assets, earnings and customer base underlying a share of stock will be
the same. After the restructuring is complete, shareholders will receive shares
of RGC Resources, Inc. in exchange for their shares of Roanoke Gas Company. The
dividends per share and earnings per share of RGC Resources, Inc. will be
determined using criteria similar to that previously used by Roanoke Gas
Company. The primary difference will be the name change and a capital and
organizational structure that will enhance opportunities for growth and
diversification. RGC Resources stock will trade on the Nasdaq National Market
under the symbol RGCO.
Of course, you need to keep in mind that I am summarizing a complex
transaction. The Company's Proxy Statement for the 1999 Annual Meeting provides
detailed information about the proposed holding company structure and its
potential effects. To be fully informed, each shareholder should read the entire
Proxy Statement carefully.
Q: Why will RGC Resources, Inc. have more authorized shares of stock than
Roanoke Gas Company?
JBW: To significantly grow the Company, additional equity capital may be needed.
Furthermore, having a larger number of authorized shares will facilitate issuing
new equity to help fund that growth. In addition, the Company may decide to
split the stock by providing a stock dividend to existing shareholders. We had
planned to increase the number of authorized shares of Roanoke Gas Company for
these purposes, even if a corporate restructuring was not envisioned.
Establishing RGC Resources, Inc. with a greater number of authorized shares from
the start, saves the time and cost of going through a separate process to
increase the number of authorized shares.
2
Roanoke Gas Company
<PAGE>
Q: Why do the articles of incorporation for RGC Resources, Inc. provide for the
possibility of issuing preferred stock?
JBW: There are no current plans to issue preferred stock. However, having the
opportunity for the Board of Directors to issue series of preferred stock
provides the Company with an important potential tool to facilitate
acquisitions. Preferred stock can be issued without voting rights, and the
dividend rate on preferred stock can be set lower than the rate on current
common stock. This could also lessen the likelihood of any dilution of earnings
or voting strength of existing common stock shareholders.
Q: How quickly will the restructuring occur?
JBW: We have filed applications for approval with the Securities and Exchange
Commission, the State Corporation Commission in Virginia, and the Public Service
Commission in West Virginia. The proposal will be submitted for shareholder
approval at the Annual Meeting in February 1999, and we anticipate regulatory
approval shortly thereafter. We currently are working to complete the
reorganization in the third fiscal quarter of 1999.
[FLOW CHARTS]
Present Corporate Structure Planned Corporate Structure
Shareholders Shareholders
| |
Roanoke Gas Resources
| | | |
Diversified Bluefield Roanoke Gas Diversified
| |
Commonwealth Bluefield
3
1998 Annual Report
<PAGE>
Review Of Operations
Business Strategies
The cover of our Annual Report reflects our key business strategies. They
have been management's focus for the past year, and we believe they will remain
important Company themes into the new millennium.
Certainly, "acquisition and geographic expansion" are important to
continued growth and enhancing shareholder value and, when combined with "the
propane alternative," we feel the two strategies create the potential for
significant market growth. We acquired the propane assets of U.S. Gas in Bedford
and Franklin counties, Virginia, in December 1997. In 1998, we established new
bulk propane storage facilities in Rockbridge and Alleghany counties in
Virginia, and we added to our sales force to facilitate expansion. We are
evaluating the potential for extending natural gas service to the town of Rocky
Mount near Roanoke. A new pipeline now under construction for an additional
natural gas supply to Bluefield will enhance expansion opportunities there.
We have continued to focus on our "saturation program", which is designed
to optimize pipeline assets already in the ground. Over 50% of our new natural
gas customers in 1998 were conversions from other energy sources to natural gas
and were either located along existing mains or were served with minor line
extensions. We also continued to focus much of our marketing effort on our
"trade ally relations" strategy, so that builders, developers and heating and
plumbing contractors see us as an energy partner who responds quickly and
professionally to their needs in meeting their customers' demands.
We believe there will be further deregulation in the energy and utility
business, requiring significant management attention. We have installed and are
in the early stages of converting to an enhanced Customer Information and
Billing System as part of our "positioning for deregulation" strategy. This
system is expected to be followed by other enhancements to enable us to manage
the complexities of working with multiple natural gas commodity retailers,
accept electronic bill payments and offer internet access with respect to
customer and billing information. Our proposal to restructure to a holding
company ties together the strategies of "diversification" and positioning for
deregulation. While future diversification will be done prudently and in areas
of our core competence, we believe exploring new opportunities are important to
our overall growth and improved shareholder value goals.
Financial
The Company established another new benchmark as it surpassed again the
previous year's earnings and posted net income of $2,726,879, or $1.60 per
share, for fiscal 1998. The previous year was also a record year with earnings
of $2,309,880 or $1.54 per basic share. The shareholders' investment in the
Company grew by $5,867,630 to $26,454,581, which amounts to $14.75 per share. At
September 30, 1998, the market value of the Company's stock was $19.50 per
share, or 132% of book value.
In November 1997, the directors voted to increase the regular quarterly
dividend from $0.26 to $0.265 per share effective February 1, 1998. The current
annual dividend of $1.06 per share is a 5.44% yield on the current market value
of the Company's stock and represents a payout of 66% based on earnings for
fiscal 1998.
In June 1998, the Company issued $5,000,000, 7.804%, First Mortgage
Notes, due in 2008. The proceeds of the First Mortgage Notes were used to
replace the outstanding First Mortgage Bonds, 10.00%, Series K (principal
amount: $1,350,000) and the outstanding First Mortgage Bonds, 10.375%, Series L
(principal amount: $1,994,000). This replacement is a "blend and extend"
arrangement that replaced 50-year-old covenants with modern covenants that
mirror recent debenture debt replacement. The ten-year bullet secured note
replaces the amortizing Series K and Series L First Mortgage Bonds. The
remainder of the proceeds of the First Mortgage Notes ($1,656,000) was used for
general corporate purposes.
In October of 1998 the Company filed an application with the Virginia
State Corporation Commission seeking approval for authority to issue common
stock as part of the Company's existing dividend reinvestment plan. The
Company's authority to issue stock as part of this plan was for a five-year
period ending November 10, 1998. On October 26, 1998, the Company was granted
the requested authority.
The Company has unsecured lines of credit through its cash management
system totaling $21,000,000, at interest rates substantially below prime. These
lines are subject to annual renewal and do not require compensating balances.
The average month-end balance of short-term debt in 1998 was approximately
$5,280,000, at an average interest rate of approximately 6.19%. The month-end
balance at September 30, 1998 was $4,584,000, at an average interest rate of
6.18%.
Please refer to "Management's Discussion & Analysis of Financial
Condition and Results of Operations" for additional information on the Company's
capital resources and for an analysis of changes in revenue and expenses.
Marketing & Sales
Roanoke Gas Company, Bluefield Gas Company and Highland Propane Company,
consolidated, experienced another year of sustained customer growth with
approximately 3,000 net additions. This growth represents an overall net
customer addition rate of 5%. On an individual company basis, net customer
additions were approximately 2% for Roanoke Gas Company, 1% for Bluefield Gas
Company, and 25% for Highland Propane. Highland Propane now serves over 11,000
propane customers, nearly doubling its customer base in a four-year period. On
the natural gas side, conversions represented approximately 51% of the new
customer growth for Roanoke Gas Company and 82% for Bluefield Gas Company.
Highland Propane surpassed 2,800 tank installations in a single year for
the first time in the Company's history. These installations
4
Roanoke Gas Company
<PAGE>
[GRAPH]
NATURAL GASS AND PROPANE
CUSTOMER GROWTH
1994 1995 1996 1997 1998
Natural Gas Customers 48544 49813 51094 52763 53556
Propane Customers 5684 6006 6410 8829 11004
represent a 27% increase over last year's installations and nearly tripled the
1996 installations. Tank installations were up in most geographic areas, with
Southwest Virginia leading the way with an increase of 52% from fiscal 1997,
followed by Roanoke with a 12% increase. Highland Propane expanded its marketing
efforts in the outlying portions of the current service area including Bedford
County, Rockbridge County and Alleghany County, Virginia, and Raleigh, Fayette
and northern Greenbrier counties, West Virginia.
The marketing strategy for both propane and natural gas continues to
center around maintaining strong trade ally relationships, establishing
one-on-one contacts with members of the sales team and providing real-time
customer service. This strategy has been the nucleus of our success, and the
number of trade allies continues to grow as we expand into new areas in Virginia
and West Virginia. As we continue to expand our trade ally base, we seek
feedback from the trade ally group to improve our sales and service to our
customers.
Our commission sales force focuses on the addition of new gas customers
along existing gas mains or the addition of new residential and commercial
propane customers. Natural gas conversions exceed the 650 customer mark for the
third year in a row, and the number of new propane tank sets increased by more
than 600 over last year. In addition, we have expanded our commissioned sales
force, and now have new representatives in Bedford County and Covington,
Virginia and Rainelle, West Virginia.
The Company has been working closely with prospective industrial and
commercial customers, regional economic development groups and local
governments. We are excited about the future economic development potential of
area industrial parks and shell buildings under development.
The Company remains actively involved in various leadership positions
within the community, including but not limited to, the Roanoke Regional Chamber
of Commerce, Hollins University, Junior Achievement, United Way, The Virginia
Western Foundation, The Salvation Army, YMCA, Community School, Boys and Girls
Club of the Roanoke Valley, and the Roanoke Regional and New River Valley
Homebuilders Associations. The Company takes its community responsibilities
seriously and encourages its employees to become involved in community affairs.
Customer Service
Providing timely and accurate information to our customers is a key
corporate objective. We perform these functions within our Customer Service
Department using a blend of human resources and technology. As in the past, we
continue to serve our customers both by telephone and in person. Customer
Service centers are available in Rainelle and Bluefield, West Virginia and our
main Roanoke office. The Roanoke office also has the ability to receive overflow
calls from Bluefield. During the year, we answered 154,488 customer calls in the
Roanoke Customer Call Center. This is an average of 594 calls per work day. In
addition to customer calls, we served approximately 23,000 walk-in customers in
the Roanoke center.
We continue to experience excellent customer participation with programs
such as bank drafts, budgets, and HeatShare. Our Customer Service Department is
also very involved in the implementation of the new Customer Information System,
and we are currently planning for upgrades to our customer call management
system.
With many banks and credit unions in the Roanoke Gas and Bluefield Gas
service areas discontinuing their collection of utility payments, we have worked
diligently to promote our automatic bank draft program. In an effort to increase
the number of customers using bank draft, we have worked with local banks and
credit unions and provided a special bill insert to inform customers of this
convenient option. As a result of the program, approximately 9% of Roanoke Gas
customers and approximately 6% of Bluefield Gas customers are using the bank
draft option.
With a renewed emphasis on the budget billing program this year, Roanoke
Gas and Bluefield Gas have experienced increased utilization of our budget
billing program by customers interested in equal monthly payments. As a result,
approximately 25% of Roanoke Gas customers and approximately 19% of Bluefield
Gas customers now take advantage of the budget billing option.
Our HeatShare Program, which helps needy customers in the Roanoke Valley
pay their gas bills, had another very successful year. Approximately $50,000 was
collected from donations by the Company, its employees and customers. During the
sixteen-year history of the program, approximately $900,000 has been donated to
assist over 6,300 families.
The Company's Credit and Collection policies were reviewed and revised in
January of 1998 in an effort to decrease aged receivables, more aggressively
resolve past delinquencies and ultimately reduce bad debt write-off amounts in
future years. By implementing proactive collection procedures, customer
delinquencies are quickly identified and resolved in a professional and
effective manner. Our 1998 bad debt write-off amounts reflect an increase over
the prior year as a result of these initiatives. However, the amount of past due
balances carried into the new fiscal year is reduced. The net result is a
healthier receivable portfolio going into 1999.
5
1998 Annual Report
<PAGE>
Review Of Operations
To continue to attain our goal of lowering aged receivables and reducing
bad debt write-offs, we are currently utilizing telephone and computer
technologies to increase outbound contacts and timely account followup. We have
strengthened outsourcing relationships to broaden the scope of our collection
efforts. We seek to send a fair but firm message to our customers that
communicates both our willingness to cooperate in resolving past due balances
amicably and our commitment to, when necessary, take appropriate actions to
recover revenues lost to delinquencies. We believe in the long run this approach
is in the best interest of all customers by keeping bad debt cost lower and
minimizing the impact of this cost on overall service rates.
Plant Additions
Capital additions for the fiscal year 1998 totaled approximately
$9,584,000 for the consolidated companies, inclusive of additional assets
acquired from the purchase of U.S. Gas Company. Total additions were up 19%
compared to 1997 fiscal year expenditures of $8,053,000. Accelerated growth,
primarily within the propane company, continues to drive the increased capital
spending. Bluefield Gas accounted for 9% of all capital expenditures at
$866,000. Bluefield Gas Company's capital expenditures represent an increase
over the previous year of 42%. The larger expenditures in Bluefield are
partially related to the construction of two miles of 4" coated steel pipe that
will connect Bluefield's distribution system to the Phoenix Energy Sales
Pipeline. This connection will provide Bluefield with a second source of gas
supply originating from the Consolidated Natural Gas Gathering System near
Coopers, West Virginia. Bluefield Gas installed 227 new service lines and 2.9
miles of new mains in fiscal 1998, compared to 149 new service lines and 1.3
miles of new mains in fiscal 1997.
Highland Propane capital additions for fiscal 1998 were 39% of the total
additions, or approximately $3,691,000, which was an increase of 58% over last
year. New propane installations totaled $2,662,000, compared to $1,919,000 in
fiscal 1997. Highland Propane installed 2,890 new tank sets in fiscal 1998,
compared to 2,280 last year, a 27% increase.
Roanoke Gas invested approximately $5,026,000 in capital additions, or
52% of the total company capital additions. New business expenditures, including
mains, meters and new service lines, totaled $2,173,000 in fiscal 1998 compared
to $2,825,000 last year. Roanoke Gas installed 1,498 new service lines and 12.2
miles of new mains in fiscal 1998, compared to 1,518 new service lines and 18.6
miles of new mains last year. The increase in the number of services per mile of
main was a direct result of successful efforts to increase customer saturation
by converting homes along existing mains to natural gas.
The Company also increased its main replacement and service renewal
outlays, investing $1,656,000 in fiscal 1998, compared to $1,384,000 last year.
During fiscal 1998, the Company replaced 756 natural gas service lines and 9.1
miles of main compared to previous year totals of 598 service lines and 8.1
miles of main. In 1992, Roanoke Gas Company began an extensive 25-year facility
replacement program designed to reduce maintenance costs over the long term and
improve system integrity by replacing all cast iron and bare steel mains and
services with modern coated steel or plastic piping. During recent years,
Bluefield Gas Company was also added to the program. We remain on schedule for a
year 2017 target completion date.
[PHOTO]
Jack Cassell demonstrates the new electric monitoring sensors at the Company's
Liquefied Natural Gas (LNG) Plant. This equipment is part of a planned upgrade
at the LNG plant.
Other fiscal 1998 increases in plant additions included: $142,000 for new
electronic monitoring sensors at the Company's Liquefied Natural Gas (LNG)
Plant; $331,000 for new construction equipment and vehicle purchases; and
$724,000 for new computer equipment, software additions and upgrades.
For fiscal 1999, the Company has budgeted $8,500,000 for capital
additions and replacements. Major items will include $2,600,000 to support
propane customer growth, $2,900,000 for new natural gas customer additions,
$1,300,000 to replace bare steel and cast iron mains and services, $600,000 for
new transportation equipment and $400,000 for information systems and technology
applications.
6
Roanoke Gas Company
<PAGE>
[GRAPH]
CAPITAL ADDITIONS
1994 1995 1996 1997 1998
Roanoke 4,463,672 4,463,672 4,281,600 5,118,473 5,026,350
Bluefield 572,032 572,032 580,896 608,105 866,088
Highland 573,588 573,588 677,877 2,326,223 3,346,176
[GRAPH]
NATURAL GAS
Year Natural Propane
1994 3.906208 0.435643
1995 3.255788 0.445386
1996 4.237287 0.496335
1997 4.359843 0.594844
1998 4.032359 0.475118
[GRAPH]
PROPANE
Natural Natural
Gulf Spot Gulf Spot
1994 2.039 0.2835
1995 1.562 0.3238
1996 2.378 0.3649
1997 2.544 0.4255
1998 2.344 0.2927
Energy Supply
One of the strongest El Nino events on record delivered unseasonably warm
winter weather to the majority of the United States during fiscal 1998. Our
Roanoke service area recorded 4,054 heating degree days for the fiscal year,
which was 4% fewer heating degree days than the long-term normal.
While the entire heating season turned out to be mild, cool to normal
weather existed over most of the U.S. during the fall of 1997. Cool weather in
conjunction with abnormally low natural gas storage levels combined to cause an
unusually early peak in natural gas commodity prices. However, the unseasonably
warm weather in January and February of 1998 resulted in a significant decline
in both natural gas and propane commodity prices. Gas commodity prices for the
monthly indexes relevant to Roanoke Gas decreased almost 7.5% over the previous
fiscal year. Commodity prices for propane also declined significantly late in
fiscal 1998.
While the average commodity prices have fallen over the past fiscal year,
natural gas remains a volatile commodity. To reduce volatility and provide a
more stable gas price for customers, the company uses a variety of hedging
mechanisms, including summer storage injections. As part of this program,
Roanoke Gas Company utilitized a financial hedging pilot program during the past
heating season. In the coming heating season, Roanoke Gas will continue its
pilot program for a second year, and Bluefield Gas will begin a pilot program in
West Virginia. The Company also uses fixed price contracts and financial hedges
to manage volatility in propane prices.
Roanoke Gas continues to use a mixture of long-term (one year or more),
mid-term (seasonal) and short-term (spot) gas acquisition contracts for the
Company's natural gas and propane supplies. The Company's objective is to create
a reliable and economical mixture of gas supply contracts without limiting its
ability to adapt to changing market conditions. Long-term suppliers currently
include Coral Energy, Cabot Oil and Gas, Engage Energy, Exxon, Columbia Energy
Services, Northridge Petroleum and Southern Company Energy Marketing.
Roanoke Gas Company regards storage supplies as an integral component of
its natural gas supply portfolio. The Roanoke and Bluefield operations combined
hold the rights to about 2.9 billion cubic feet (BCF) of natural gas storage
space. This storage includes pipeline and third party underground facilities in
both the Gulf coast and Appalachian areas, as well as its own LNG storage in
Botetourt County, Virginia.
7
1998 Annual Report
<PAGE>
Review Of Operations
ROANOKE AREA ENERGY SUPPLY
[Map appears here showing major geographical areas and transmission
pipeline capacity for the Roanoke Gas service area.]
BLUEFIELD AREA ENERGY SUPPLY
[Map appears here showing major geographical areas and transmission
pipeline capacity for the Bluefield Gas service area.]
Information Systems
Company systems and processes need to correspond to business strategies,
changing conditions and opportunities. As part of our plan of positioning the
Company for deregulation and diversification, the Company researched, analyzed,
and then started the implementation of a new Customer Information System (CIS).
The goal is to complete the implementation during the summer of 1999. In
addition to aligning Company systems with long-term business strategies,
considerable progress is being made on the Year 2000 issue to assure system
reliability and stability for continuing business into the new millennium.
The new CIS builds on an already highly functional system. Functionality
such as on-line real-time information, an extensive relational database ranging
from billing information to tracking detail of all customer contacts, and full
integration with the financial systems are fundamental. The new CIS allows for
enhancements to provide Specialized Gas Billing for a deregulated environment
and a flexible design to further improve employee efficiency. This platform
positions the Company's systems for the future. It is highly adaptable and
prepared for additional system modules such as Internet Commerce, Marketing and
Sales Management, and Multi-Entity Communications.
[PHOTO]
Debbie Wright, Customer Service Associate, demonstrates the information system
that allows her to access real-time data on customers when they call us with an
inquiry.
Roanoke Gas has made considerable progress in converting its systems to
be Year 2000 compliant. Essentially, all of the core IBM AS/400 systems have
been converted, with the exception of propane, which should be completed by
mid-1999. All Local Area Network (LAN) and Wide Area Network (WAN) systems have
been upgraded. The remaining systems are believed to be compliant or a plan is
in place to reach compliance. We plan for the majority of systems to be tested
and certified by December 31, 1998. We believe that most of our vendors,
suppliers and major customers are dedicated to the problem with intentions of
completing their efforts in a timely manner. Though our list of systems seems
complete, management continues to search for systems throughout the Company that
may need attention. Employee awareness and contingency planning are a top
priority of the Company's Year 2000 task force. See "Management's Discussion &
Analysis" for further discussion of the Company's Year 2000 remediation program.
The Company added a segregated test environment that included a second
AS/400 and an additional network file server. This should help facilitate the
implementation of the new CIS, allow thorough Year 2000 testing and improve the
test environment for all systems development. The segregated test environment
also upgrades the Company's Disaster Recovery Planning by enabling an internal
recovery hot-site.
8
Roanoke Gas Company
<PAGE>
Nonregulated Operations
Fiscal year 1998 marked the second consecutive year that propane customer
growth exceeded 25%. Diversified Energy Company, trading as Highland Propane
Company, began operation in 1979, partially as a means to provide propane gas
service to future natural gas expansion areas and for selected commercial
applications. Over the years, propane has grown in popularity. With new high
efficiency propane gas appliances providing the warmth and comfort of gas heat,
propane has become the energy of choice for many residential and commercial
customers in areas not served by natural gas pipelines. Over the last two years,
the number of new propane customer additions exceeded that of natural gas.
Highland Propane has expanded its service territory in both Virginia and
West Virginia. Geographic expansions were made east into Bedford County, one of
the fastest growing counties in Virginia, and north into Rockbridge, Alleghany
and Bath counties in Virginia. The West Virginia markets were extended into
Summers, Fayette and Raleigh counties. Our goal is to not only expand
geographically, but to increase the saturation of propane customers within the
existing service area. Over the past several years, we have installed additional
satellite storage facilities to serve as hubs that improve our delivery
efficiencies. These satellite facilities also provide target areas for us to
concentrate our saturation sales efforts. Storage facility installations added
in fiscal 1998 include Low Moor, near Covington, Virginia, Buena Vista, east of
Lexington, Virginia and Bedford, Virginia. We have a total of 12 bulk storage
facilities located throughout our service area.
Total sales by the propane company were 7.7 million gallons with 4,054
Roanoke heating degree days in fiscal 1998, compared to 6.6 million gallons with
4,298 heating degree days in fiscal 1997. Increased customer growth offset the
warmer weather, resulting in a 17% increase in total gallons delivered.
Management is continually evaluating ways to improve efficiencies and
reduce overall operating expense. We are in the process of implementing a
computer aided graphic dispatch system to improve overall delivery services and
enhance current marketing efforts. The dispatch system will be based on Global
Positioning Satellite (GPS) technology and will produce detailed maps for all of
our delivery routes. These maps will not only serve as a delivery tool, but will
provide valuable information to help our sales staff improve market area
saturation.
Diversified Energy Company, trading as Highland Gas Marketing, sold just
over 2 million decatherms of natural gas in 1998, an increase of 77% over 1997.
The increase in sales was partially due to warmer weather, which resulted in
fewer days of natural gas supply interruptions for large volume industrial users
who use alternative sources of energy on extremely cold days. Highland Gas
Marketing buys interruptible supplies of spot gas and temporary interstate
pipeline transportation services, and resells them to large industrial customers
that contract with the local utility for delivery from the interstate pipeline
to the customer's meter. The natural gas marketing business is highly
competitive with relatively low margins; however, it also has a low cost of
operation with minimal facility and personnel requirements.
Market Price & Dividend Information
The Company's common stock is listed on the Nasdaq National Market under
the trading symbol RGCO. This provides shareholders, brokers and others with
immediate access to the latest bid and ask prices and creates greater liquidity
in the Company's stock. The table below sets forth the range of bid prices for
shares of the Company's common stock, as reported in the Nasdaq National Market.
Additionally, the firm of Scott & Stringfellow, Inc. has experienced research
analysts who are knowledgeable about the natural gas distribution utility
industry and includes Roanoke Gas Company in its equity research database.
Although the Company has paid continuous quarterly dividends to its
shareholders since August 1, 1944, and has increased dividends for the past
three years, the Company has not established a formal policy with respect to
dividends. Payment of dividends is within the discretion of the Company's Board
of Directors and will depend upon, among other factors, earnings, capital
requirements and the operating and financial condition of the Company. There can
be no assurance that these or other conditions will not negatively affect the
Company's ability to pay dividends in the future. In addition, the Company's
long-term indebtedness contains restrictions on cumulative net earnings of the
Company and dividends previously paid. At September 30, 1998 and 1997,
respectively, the Company had 1,837 and 1,853 common shareholders of record in
conjunction with 1,794,416 and 1,527,486 common shares outstanding.
Range of Cash
Bid Prices Dividends
Declared
- --------------------------------------------------------------------------------
Fiscal Year Ended High Low
September 30,
- --------------------------------------------------------------------------------
1998
First Quarter $21.375 $17.500 $.265
Second Quarter 22.750 19.250 .265
Third Quarter 22.250 19.750 .265
Fourth Quarter 20.703 18.125 .265
1997
First Quarter $18.000 $16.750 $.26
Second Quarter 18.250 17.000 .26
Third Quarter 17.750 15.750 .26
Fourth Quarter 18.125 16.000 .26
9
1998 Annual Report
<PAGE>
Management's Discussion & Analysis
Of Financial Condition And Results Of Operations
Roanoke Gas Company and Subsidiaries
Selected Financial Data
Years Ended September 30,
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operating Revenues $59,387,092 $65,047,826 $ 65,770,873 $ 48,611,147 $ 58,195,857
Operating Margin 23,279,585 22,464,921 22,030,795 19,435,864 19,902,497
Operating Earnings 4,717,026 4,403,423 4,035,304 3,522,258 3,537,267
Earnings Before Interest Charges 4,822,590 4,550,333 4,113,044 3,701,907 3,592,351
Net Earnings 2,726,879 2,309,880 2,196,672 1,777,240 1,677,098
Net Earnings Per Share 1.60 1.54 1.51 1.26 1.25
Cash Dividends Declared
Per Share 1.06 1.04 1.02 1.00 1.00
Book Value Per Share 14.75 13.48 12.86 12.25 11.88
Average Shares Outstanding 1,701,048 1,503,388 1,455,999 1,408,659 1,339,402
Total Assets 69,134,920 62,593,258 58,921,099 51,614,667 49,579,447
Long-Term Debt
(Less Current Portion) 20,700,000 17,079,000 20,222,124 17,504,047 16,414,900
Stockholders' Equity 26,464,581 20,596,951 18,975,001 17,555,172 16,424,919
Shares Outstanding At September 30, 1,794,416 1,527,486 1,475,843 1,432,512 1,382,343
</TABLE>
General
The core business of Roanoke Gas Company and its public utility
affiliates (collectively, the Company) is the distribution of natural gas to
approximately 53,500 customers in the cities of Roanoke, Salem, and Bluefield,
Virginia and Bluefield, West Virginia, and the surrounding areas. This service
is provided at rates and for the terms and conditions set forth, approved and
regulated by the State Corporation Commission in Virginia (the Virginia
Commission) and the Public Service Commission in West Virginia (the West
Virginia Commission). As a public utility, the Company is required to ensure
that it has adequate capacity to serve the ongoing needs of its customers. To
meet these needs, the Company continues to expand its facilities to keep pace
with the residential, commercial, and industrial growth in its service areas.
The Company continues to experience customer growth and plans to meet the needs
of its current and future customers by attracting adequate investment capital
and by filing and receiving timely rate increases when needed from the state
commissions.
The Company also serves approximately 11,000 propane accounts in
southwestern Virginia and southern West Virginia and serves natural gas
industrial transportation customers by brokerage of natural gas supplies through
its subsidiary, Diversified Energy Company, which trades as Highland Propane
Company and Highland Gas Marketing. Propane sales have become an important
aspect of the consolidated Company's operations, with the annual growth in
propane customers now exceeding the annual growth in natural gas customers.
While the demand for natural gas and propane continues to increase in the
Roanoke Gas and Bluefield Gas service territory, the weather normalized per
capita residential usage is declining due to energy conservation,
high-efficiency furnaces and appliances, and better-insulated homes. The effect
of such per capita declines, unless offset by new customer growth, a strong
revenue stream during the winter, or requested rate relief, could result in a
decline in the Company's net operating earnings as a percentage of the common
equity investment. Competition from alternative fuels and/or suppliers could
also impact the Company's profitability levels.
Roanoke Gas Company, Commonwealth Public Service Corporation, a
subsidiary of Bluefield Gas, and Bluefield Gas Company currently hold the only
franchises and/or certificates of public convenience and necessity to distribute
natural gas in their respective Virginia and West Virginia service areas. These
franchises are for multi-year periods and are effective through January 1, 2016
in Virginia and August 23, 2009 in West Virginia. While there are no assurances,
the Company believes that it will be able to negotiate acceptable franchises
when the current agreements expire. Certificates of public convenience are of
perpetual duration.
Forward-Looking Statements
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include the following: (i) obtaining adequate rate relief from regulatory
authorities
10
Roanoke Gas Company
<PAGE>
on a timely basis; (ii) earning an adequate return on invested capital on a
consistent basis; (iii) increasing expenses and labor costs and availability;
(iv) price competition from alternative fuels; (v) volatility in the price of
natural gas and propane; (vi) some uncertainty in the projected rate of growth
of natural gas and propane requirements in the Company's service area; (vii)
general economic conditions both locally and nationally; and (viii) developments
in electricity and natural gas deregulation and associated industry
restructuring. In addition, the Company's business is seasonal in character and
strongly influenced by weather conditions. Extreme changes in winter heating
degree days from the normal or mean can have significant short-term impacts on
revenues and gross margins.
Capital Resources & Liquidity
Roanoke Gas Company's primary capital needs are the funding of its
continuing construction program and the seasonal funding of its stored gas
inventories. The Company's capital expenditures for fiscal 1998 were a
combination of replacements and expansions, reflecting the need to replace older
cast iron and bare steel pipe with plastic pipe, while continuing to meet the
demands of customer growth. Total capital expenditures for fiscal 1998 were
approximately $9.6 million allocated as follows: $5.0 million for Roanoke Gas
Company, $.9 million for Bluefield Gas Company and $3.7 million for Highland
Propane Company. Depreciation cash flow provided approximately $3.6 million in
support of capital expenditures, or approximately 37% of total investment.
Historically, consolidated capital expenditures were $8.1 million in 1997 and
$5.5 million in 1996. It is anticipated that future capital expenditures will be
funded with the combination of depreciation cash flow, retained earnings, sale
of Company equity securities and issuance of debt.
At September 30, 1998, the Company had available lines of credit for its
short-term borrowing needs totaling $21 million, of which $4,584,000 was
outstanding. Short-term borrowing, in addition to providing limited capital
project bridge financing, is used to finance summer and fall gas purchases,
which are stored in the underground facilities of Columbia Gas Transmission
Corporation, Tennessee Gas Pipeline Company and Virginia Gas Storage Company, as
well as in the Company's above-ground LNG storage facility, to ensure adequate
winter supplies to meet customer demand. At September 30, 1998, the Company has
$7,051,044 in inventoried natural gas supplies.
Short-term borrowings, together with internally generated funds,
long-term debt and the sale of common stock through the Company's Dividend
Reinvestment and Stock Purchase Plan (Plan), have been adequate to cover
construction costs, debt service and dividend payments to shareholders. The
terms of short-term borrowings are negotiable, with average rates of 6.19% in
1998, 5.97% in 1997 and 5.84% in 1996. The lines do not require compensating
balances. The Company utilizes a cash management program, which provides for
daily balancing of the Company's temporary investment and short-term borrowing
needs with interest rates indexed to the 30-day LIBOR interest rate plus a
premium. The program allows the Company to maximize returns on temporary
investments and minimize the cost of short-term borrowings.
Stockholders' equity increased for the period by $5,867,630, reflecting
an increase of $895,502 in retained earnings, the sale of 181,500 shares of
stock through a public offering in January for net proceeds of $3,387,496, the
net issuance of $613,564 of common stock for U.S. Gas, Inc., and proceeds of
$971,068 of new common stock purchases through the Plan and the Restricted Stock
Plan For Outside Directors.
At September 30, 1998, the Company's consolidated capitalization was 56%
equity and 44% debt, compared to 50% equity and 50% debt at September 30, 1997.
Regulatory Affairs
During the past fiscal year, the Company received Final Orders in three
rate increase requests and two gas cost hedging proposals. On December 29, 1997,
the West Virginia Commission issued a Final Order authorizing a rate increase of
$132,800 effective for bills rendered on and after March 2, 1998 by Bluefield
Gas Company. On March 16, 1998, the Virginia Commission issued a Final Order
authorizing a rate increase of $65,917 for service rendered on and after
November 28, 1997 by Commonwealth Public Service Corporation. On August 6, 1998,
the Virginia Commission issued a Final Order in the Roanoke Gas Company rate
increase request authorizing an increase on $237,634 for services rendered on
and after January 1, 1997. Both increases in Virginia resulted in refunds to
customers which had been reserved.
With respect to gas cost hedging, the Virginia Commission approved a
two-year extension of Roanoke Gas Company's existing gas cost hedging pilot
program. On July 7, 1998, the West Virginia Commission's Division of
Administrative Law Judges issued a decision approving a two-year pilot gas cost
hedging program for Bluefield Gas Company. This decision became final on July
27, 1998. The pilot programs proposed to employ gas costs hedges for up to 50%
of its normal winter demand not supplied from storage. Both hedging programs are
intended to help protect against supply-related price volatility adversely
impacting customer billing rates.
Roanoke Gas Company filed an application with the Virginia Commission on
September 30, 1998 seeking an annual increase in non-gas rates of $877,000. This
request represents a 1.8% increase in billing rates and a 5.1% increase to the
non-gas margins. The Company expects this increase to become effective under
bond and subject to refund on February 28, 1999. A hearing is scheduled in April
1999, with an order anticipated in the fall of 1999. The Company will establish
adequate reserves for any refund the Virginia Commission may order following
review of the Staff's report on the application.
In addition to the standard rate case items, the Virginia application
includes a proposal for a Distribution System Renewal Surcharge which would
provide a mechanism that the Company would use to recover the depreciation and
carrying costs of distribution system renewal expenses on a periodic basis. The
Company is also proposing
11
1998 Annual Report
<PAGE>
Management's Discussion & Analysis
Of Financial Condition And Results Of Operations
a Revenue Stabilization Surcharge that would go into effect during any year in
which the weather was 5% warmer or colder than the long-term normal level. This
surcharge will help protect both the customer and the Company from major swings
in revenue due to abnormal weather. In the current proceeding, the Company is
also proposing to move to therm billing for all customers. The therm billing
rates will not go into effect until after the issuance of the Final Order in
this proceeding.
While not part of the rate case, the Company has begun discussions with
the Staff of the Virginia Commission regarding area specific rates which will
permit timely recovery of the depreciation and carrying charges of main
extensions into previously unserved areas. Area specific rates are something the
Company intends to pursue in the future to facilitate the timely recovery of
main extension costs in rates.
Proposed Holding Company Reorganization
The Company filed a Form U-1 with the Securities and Exchange Commission
on October 16, 1998, seeking approval to reorganize the Company into a holding
company with three separate subsidiaries. The filing provides that the holding
company will be established as RGC Resources, Inc., and the subsidiaries will be
Roanoke Gas Company, Bluefield Gas Company, and Diversified Energy Company.
Included in the application for the new structure is a request for approval to
merge Commonwealth Public Service Corporation into Roanoke Gas Company, creating
a single public utility in the state of Virginia for the distribution of natural
gas. The Company expects a decision from the SEC in the spring of 1999.
In addition to the Form U-1 filing, the Company made simultaneous state
filings on October 21, 1998 seeking state approval of the proposed holding
company structure, as well as approval of the resulting affiliate agreements.
The Company must receive orders from both state Commissions before the SEC will
take final action. Shareholders of Roanoke Gas also must approve the proposed
reorganization.
Results Of Operations
Fiscal Year 1998 Compared With Fiscal Year 1997
OPERATING REVENUES - Operating revenues for the natural gas utilities decreased
$5,985,129 to $51,857,052 in 1998 from $57,842,181 in 1997. The decrease is
attributed to weather that was approximately 6% warmer in 1998 than in 1997 and
a 7.5% decrease in the unit cost of natural gas. Operating revenues for propane
increased $324,395 to $7,530,040 in 1998 from $7,205,645 in 1997 due to a 25%
increase in net customer growth even though revenues per gallon decreased 10.9%
due to the lower price of propane.
ENERGY VOLUMES - The volume of natural gas delivered to customers increased
71,436 MCF to 10,875,481 MCF in 1998 from 10,804,045 MCF in 1997. Although the
weather was approximately 6% warmer than last year, customer growth increased
throughput for the period. Propane sales volumes increased 1,134,318 gallons to
7,702,384 gallons in 1998 from 6,568,066 gallons in 1997. The increase is
attributable to the increase in the number of customers.
COST OF ENERGY - The cost of natural gas declined $6,204,265 to $32,471,072 in
1998 from $38,675,337 in 1997. The decrease was due to a 7.5% decrease in the
unit cost of natural gas and an increase in transportation volumes of 889,620
MCF. The cost of propane decreased $271,133 to $3,636,435 in 1998 from
$3,907,568 in 1997. The decrease in the unit cost was associated with an
abundant supply of propane due to weather that was approximately 4% warmer than
normal in the Company's service area and also warmer nationally.
OTHER OPERATING EXPENSES - Other operations and maintenance expenses decreased
$496,811 or 5.2% to $9,015,786 in 1998 from $9,512,597 in 1997. The decrease was
primarily the result of reductions in pension expense and bad debt accruals and
the absence of regulatory asset write-offs which occurred in 1997.
General taxes decreased $80,172 to $2,376,227 in 1998 from $2,456,399 in
1997. Increases in business license and merchants taxes, franchise taxes and
property taxes were more than offset by decreases in the revenue-sensitive taxes
(gross receipts and business and occupation taxes).
Income taxes increased $242,542 to $1,100,506 in 1998 from $857,964 in
1997, due to higher pre-tax income in 1998.
Depreciation and amortization expenses increased $272,366 to $2,806,278
in 1998 from $2,533,912 in 1997 due to increased depreciation related to normal
additions to plant in service.
Other operating expenses - propane operations includes the operating and
maintenance expenses, taxes and depreciation of Highland Propane Company. These
costs increased to $3,263,762 in 1998 from $2,700,626 in 1997. The $563,136
increase was mainly attributable to growth in customers and assets.
OTHER INCOME - Other income, net of other deductions, decreased $41,346 to
$105,564 in 1998 from $146,910 in 1997. The decrease was primarily associated
with rate refund expenses and the write-off of obsolete and damaged propane
tanks.
INTEREST CHARGES - Total interest charges decreased $144,742 to $2,095,711 in
1998 from $2,240,453 in 1997. Interest charges were lower due to the payoff of
$2,500,000 in long-term debt in October 1997 and the use of the proceed from the
issuance of 181,500 shares of common stock in January 1998.
NET EARNINGS AND DIVIDENDS - Net earnings for 1998 were $2,726,879 as compared
to $2,309,880 in 1997. The $416,999 increase in earnings can be attributed to
cost management and customer growth. Basic earnings per share of common stock
were $1.60 in 1998 compared to $1.54 in 1997. Dividends per share of common
stock were $1.06 in 1998 compared to $1.04 in 1997.
Fiscal Year 1997 Compared With Fiscal Year 1996
OPERATING REVENUES - Operating revenues for the natural gas utilities decreased
$2,225,226 to $57,842,181 in 1997 from $60,067,407 in 1996. The decrease in
revenues is attributed to weather that was approximately 8% warmer in 1997 than
in 1996. Operating revenues for propane increased $1,502,179 to $7,205,645 in
1997 from $5,703,466 in 1996 due to the tremendous growth in the number of
customer additions and higher billing rates impacted by propane cost.
12
Roanoke Gas Company
<PAGE>
ENERGY VOLUMES - The volume of natural gas delivered to customers was down
365,903 MCF to 10,804,045 MCF in 1997 from 11,169,948 MCF in 1996 primarily
attributable to weather that was approximately 8% warmer than the weather in
1996. While customer growth was on par for the period, sales were down in all
categories, with the exception of transportation volumes, due to weather.
Propane sales volumes for 1997 were 6,568,066 gallons compared to 5,997,912
gallons in 1996, an increase of 570,154 gallons; again, indicative of the
increase in customer growth.
COST OF ENERGY - The cost of natural gas was $38,675,337 in 1997 compared to
$40,763,104 in 1996. The $2,087,767 decrease was due to a 3% decline in volume
and a 2% decrease in unit cost, both of which were impacted by weather that was
approximately 8% warmer in 1997 than in 1996. The cost of propane was up
$930,594 due to an increase in sales volume of 570,154 gallons associated with
customer growth and a 20% increase in unit cost.
OTHER OPERATING EXPENSES - Other operations and maintenance expenses decreased
$411,894 or 4.15% to $9,512,597 in 1997 from $9,924,491 in 1996. Although the
Company had increases in expenses associated with health insurance and bad debt
accruals, legal expenses and the write-off of regulatory assets, these were more
than offset by reductions in post-retirement benefit expenses and maintenance
expenses and increased capitalization of labor and overheads associated with
additional capital projects.
General taxes increased $54,631 to $2,456,399 in 1997 from $2,401,768 in
1996. While there were decreases in the revenue-sensitive taxes (gross receipts
and occupation taxes), business license and merchants taxes, franchise taxes and
property taxes increased.
Income taxes were down $105,931 to $857,964 in 1997 from $963,895 in
1996, due to lower pre-tax income in 1997.
Depreciation and amortization expenses increased $239,465 to $2,533,912
in 1997 from $2,294,447 in 1996 due to depreciation on normal additions to plant
in service and an increase in depreciation rates associated with a depreciation
study.
Other operating expenses - propane operations includes the operating and
maintenance expenses, taxes and depreciation of Highland Propane Company. These
costs increased $289,736 to $2,700,622 in 1997 from $2,410,890 in 1996. The
increase was mainly due to depreciation on increased plant associated with
customer growth and increased income taxes associated with higher taxable
income.
OTHER INCOME - Other income, net of other deductions, increased $69,170 to
$146,910 in 1997 from $77,740 in 1996. The increase was primarily due to jobbing
revenues and interest income and the elimination of a write-down on nonutility
property which occured in 1996.
INTEREST CHARGES - Total interest charges increased $324,081 to $2,240,453 in
1997 from $1,916,372 in 1996. The increase was associated with higher increased
capital needs due to undercollections in the early winter months, higher
receivable balances, higher inventories, increased capital additions, interest
on rate refund reserve and higher average rates.
NET EARNINGS AND DIVIDENDS - Net earnings for 1997 were $2,309,880 as compared
to $2,196,672 for 1996. Basic earnings per share of common stock were $1.54 in
1997 compared to $1.51 in 1996. Dividends per share of common stock were $1.04
in 1997 compared to $1.02 in 1996. The $113,208 increase in earnings can be
attributed to cost containment and customer growth.
[GRAPH]
COMPARISON
Net Income to HDD (Heating Degree Days)
1994 1995 1996 1997 1998
Net Income 1677098 1777240 2196672 2309880 2726879
HDD 4416 3791 4696 4298 4054
Accounting Changes
The Company adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share (Statement 128) in 1998. Statement 128 supersedes APB Opinion
No. 15, Earnings Per Share, and specifies the computation, presentation and
disclosure requirements for basic and diluted earnings per share (EPS) for
entities with publicly held common stock or potential common stock.
Recent Accounting Developments
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards (SFAS) No. 129, Disclosure of Information about
Capital Structure, SFAS No. 130, Reporting Comprehensive Income, and SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information. These
Statements are effective for fiscal years beginning after December 15, 1997. The
Company does not anticipate the adoption of the Statements will have a material
impact on its consolidated financial position, results of operations or
liquidity.
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for all fiscal years beginning
after June 15, 1999. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires the recognition of
13
1998 Annual Report
<PAGE>
Management's Discussion & Analysis
Of Financial Condition And Results Of Operations
all derivative instruments as assets or liabilities in the Company's balance
sheet and measurement of those instruments at fair value.
The Company has entered into certain arrangements for hedging the price
of natural gas and propane gas for the purpose of providing price stability
during the winter months. The Company has not fully analyzed the impacts of the
provisions of SFAS No. 133 on the Company's financial statements.
Impact Of Inflation
The cost of natural gas represented approximately 68% for fiscal 1998 and
72% for fiscal 1997 and 1996 of the total operating expenses of the Company's
gas utilities operations. However, under the present regulatory Purchased Gas
Adjustment mechanisms, the increases and decreases in the cost of gas are passed
through to the Company's customers.
Inflation impacts the Company through increases in non-gas costs such as
insurance, labor costs, supplies and services used in operations and maintenance
and the replacement cost of plant and equipment. The rates charged to natural
gas customers to cover these costs can only be increased through the regulatory
process via a rate increase application. In addition to stressing performance
improvements and higher gas sales volumes to offset inflation, management must
continually review operations and economic conditions to assess the need for
filing and receiving adequate and timely rate relief from the state commissions.
[GRAPH]
MCF Delivered
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
MCF 10267038 9961877 11169948 10804045 10875481
</TABLE>
[GRAPH]
Gallons of Propane Delivered
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Gallons Delivered of Propane 5012830 4822277 5997912 6568066 7702384
</TABLE>
Year 2000
Roanoke Gas Company has made significant progress in addressing the Year
2000 issue. The Year 2000 concern is caused by the movement from 1999 to the
year 2000. Many computer-based systems rely on the last two numbers of the date
to distinguish the year, and many of these systems will not recognize "00" as an
acceptable date. Even if systems will accept "00" as an appropriate date, many
systems will not distinguish the year 2000 from year 1900. Like all other
companies that use application software and rely on a computer-based
infrastructure that includes microprocessor systems, the Year 2000 issue affects
many areas of the Company's operations. The Company has formed a Year 2000 Task
Force comprised of a comprehensive group of employees who have developed a
written plan that addresses communications, system conversions, system testing,
and contingency planning.
The Company has conducted an extensive inventory to identify and
categorize all of its embedded systems. These are systems which may be date
sensitive and control, monitor, or assist the operation of equipment, machinery
or plant functions. Generally, these systems contain microprocessor chips,
integrated circuits, or computer boards. The Company identified embedded systems
and other date-sensitive applications in customer service, operations, financial
systems, end-user applications, storage and distribution systems, meters,
telecommunications, vehicles, building controls and other areas. With the
embedded systems identified, each system is reviewed to determine if it is date
sensitive and how it can be tested. Manufacturers of each item are contacted
concerning available compliance information. An industry consultant is assisting
the Company with this phase. Testing procedures will be conducted where
applicable for individual
14
Roanoke Gas Company
<PAGE>
date-sensitive embedded systems.
The Company started converting systems in 1996. The majority of all
systems have been converted, and there is a plan in place to convert the
remaining systems by the spring of 1999. Most systems have been in production
for a minimum of nine months. With baseline validation complete, testing for the
Year 2000 and other key dates has begun. In October 1998, the Company set up a
training and testing lab, and operating system testing was completed in November
1998. The Company will be performing tests on all software applications in
December 1998. The Company intends to perform necessary remediation on systems
that failed the testing, and additional testing is scheduled for March 1999. All
PC client, operations, gas control, and energy supply testing is scheduled to be
completed in the spring of 1999.
The Company is developing a contingency plan to identify the areas with
the highest potential risk of exposure and determining the functions that need
contingency plans. The Company anticipates that the contingency plans will be
developed and documented by the spring of 1999.
The Virginia Commission and the West Virginia Commission are both closely
monitoring the Year 2000 conversions of all utilities in their respective
states. On July 1, 1998 the Virginia Commission Staff initiated a process which
required all utilities to file a summary of their progress toward Year 2000
compliance on July 22, 1998 with quarterly updates beginning in October 1998.
The West Virginia Commission issued General Order No. 253 on April 30, 1998 and
a Year 2000 Survey. The Order required survey responses by July 31, 1998, with
semi-annual updates beginning in January 1999.
The Company currently maintains contingency plans for internal and
external operations. The Company also maintains emergency operating procedures.
With regard to internal systems, the Company believes that it has identified and
is addressing the Year 2000 compliance of the systems that pose the most
significant risk to its ability to provide safe and reliable service to
customers. Externally, the Company has initiated discussions with suppliers of
interstate transportation capacity and relies on their testing and remediation
methods to continue the supply of natural gas to its distribution system.
Furthermore, the Company has received and responded to letters from many of its
customers concerning our Year 2000 compliance status. Likewise, the Company has
held discussions with large-volume customers concerning their Year 2000
concerns. The Company intends to continually monitor any new developments.
The Company believes that it is taking reasonable measures to ensure the
safe and uninterrupted delivery of natural gas. There can be no guarantee that
the systems of other companies and external services, such as water,
electricity, and telephone, on which the Company's operations rely, will be
timely converted, or will be converted in a matter compatible with the Company's
systems. If this were to occur, it would create a significant barrier to
providing service to the Company's customers and could result in material
increases in operating expenses and lost revenues.
To date, the Company has spent approximately $35,000 on Year 2000
remediation activities. The Company projects that it will spend an additional
$109,000, over and above otherwise planned upgrades to systems and hardware,
over the course of the next two years to complete its Year 2000 readiness plan.
[PHOTO]
Michael Jones, Madeline Bowles, Nancy Sweeney, and Armell Bolden use the new
testing and training lab. Our computer lab will provide testing and training for
employees in many departments.
Environmental Issues
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
1950s. 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 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
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 sites. Therefore, the
Company has no plans for subsurface remediation at either of the MGP sites.
Should the Company eventually 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 Commission related to environmental matters at other companies,
the Company believes it would be able to recover prudently incurred costs.
Additionally,
15
1998 Annual Report
<PAGE>
Management's Discussion & Analysis
Of Financial Condition And Results Of Operations
a stipulated rate case agreement between the Company and the West Virginia
Commission recognized the Company's right to defer MGP cleanup costs, should any
be incurred, and to seek rate relief for such costs. If the Company eventually
incurs costs associated with a required cleanup of either MGP site, the Company
anticipates recording a regulatory asset for such cleanup costs which are
anticipated to be recovered 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.
[PHOTO]
Don Jones, Project Engineer, fills his car with clean, efficient compressed
natural gas. Driving automobiles powered by natural gas is cleaner for our
environment.
Roanoke Gas Company & Subsidiaries
1998 FINANCIAL HIGHLIGHTS
Operating Revenues - Gas ................................ $51,857,052
Propane Revenues - Propane .............................. $ 7,530,040
Other Revenues - Gas Marketing .......................... $ 6,519,467
Merchandising And Jobbing ............................... $ 587,030
Interest Income ......................................... $ 28,872
Gross Revenues .......................................... $66,522,461
Net Earnings ............................................ $ 2,726,879
Net Earnings Per Share .................................. $ 1.60
Dividends Per Share - Cash .............................. $ 1.06
Total Customers - Natural Gas ........................... 53,582
Total Customers - Propane ............................... 11,004
Customers Per Employee .................................. 409
Total Natural Gas Deliveries - MCF ...................... 10,875,481
Total Propane Sales - Gallons ........................... 7,702,384
Total Payroll Chargeable To Operations & Construction.... $ 5,876,183
Total Additions To Plant ................................ $ 9,238,614
16
Roanoke Gas Company
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
of Roanoke Gas Company:
We have audited the accompanying consolidated balance sheet of Roanoke Gas
Company and subsidiaries (the "Company") as of September 30, 1998, and the
related statements of earnings, stockholders' equity and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Company for the
years ended September 30, 1997 and 1996 were audited by other auditors whose
report, dated October 17, 1997, expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1998 consolidated financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of September 30, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
s/Deloitte & Touche LLP
Deloitte & Touche LLP
Charlotte, North Carolina
October 20, 1998
17
1998 Annual Report
<PAGE>
KPMG Peat Marwick LLP
10 S. Jefferson Street, Suite 1710
Roanoke, VA 24011-1331
Independent Auditors' Report
The Board of Directors and Stockholders
Roanoke Gas Company:
We have audited the accompanying consolidated balance sheet of Roanoke Gas
Company and subsidiaries as of September 30, 1997, and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the two-year period ended September 30, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Roanoke Gas Company
and subsidiaries as of September 30, 1997, and the results of their operations
and their cash flows for each of the years in the two-year period ended
September 30, 1997, in conformity with generally accepted accounting principles.
s/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Roanoke, Virginia
October 17, 1997
<PAGE>
Roanoke Gas Company and Subsidiaries
Consolidated Balance Sheets
September 30, 1998 and 1997
<TABLE>
<CAPTION>
Assets 1998 1997
---- ----
<S> <C> <C>
Utility Plant:
In service $ 69,986,124 65,590,024
Accumulated depreciation and amortization (24,644,581) (22,612,963)
- -----------------------------------------------------------------------------------------
In service, net 45,341,543 42,977,061
Construction work-in-progress 1,674,543 1,088,083
- -----------------------------------------------------------------------------------------
Total utility plant, net 47,016,086 44,065,144
- -----------------------------------------------------------------------------------------
Nonutility Property:
Propane 10,188,124 6,634,369
Accumulated depreciation and amortization (3,059,870) (2,540,274)
- -----------------------------------------------------------------------------------------
Total nonutility property, net 7,128,254 4,094,095
- -----------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents 84,037 116,045
Accounts receivable, less allowance for doubtful
accounts of $202,652 in 1998 and $368,345 in 1997 3,051,474 4,188,984
Inventories 7,969,730 7,427,581
Prepaid income taxes 712,687 7,368
Deferred income taxes 1,868,888 1,206,995
Underrecovery of gas costs -- 587,457
Other 451,027 420,674
- -----------------------------------------------------------------------------------------
Total current assets 14,137,843 13,955,104
- -----------------------------------------------------------------------------------------
Other Assets 852,737 478,915
- -----------------------------------------------------------------------------------------
Total Assets $ 69,134,920 62,593,258
- -----------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
18
Roanoke Gas Company
<PAGE>
<TABLE>
<CAPTION>
Liabilities And Stockholders' Equity 1998 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capitalization:
Stockholders' equity:
Common stock, $5 par value. Authorized 3,000,000 shares; issued and outstanding
1,794,416 and 1,527,486 shares in 1998 and 1997, respectively $ 8,972,080 7,637,430
Capital in excess of par value 8,909,145 5,271,667
Retained earnings 8,583,356 7,687,854
- ----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 26,464,581 20,596,951
Long-term debt, excluding current maturities 20,700,000 17,079,000
- ----------------------------------------------------------------------------------------------------------------------
Total capitalization 47,164,581 37,675,951
- ----------------------------------------------------------------------------------------------------------------------
Current Liabilities:
Current installments of long-term debt -- 3,143,124
Borrowings under lines of credit 4,584,000 7,129,000
Dividends payable 476,140 397,530
Accounts payable 6,968,594 5,512,348
Customer deposits 399,750 427,895
Accrued expenses 4,224,693 4,233,860
Refunds from suppliers - due customers 85,572 425,860
Overrecovery of gas costs 1,269,829 --
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 18,008,578 21,269,617
- ----------------------------------------------------------------------------------------------------------------------
Deferred Credits And Other Liabilities:
Deferred income taxes 3,508,838 3,145,932
Deferred investment tax credits 452,923 492,357
Other deferred credits -- 9,401
- ----------------------------------------------------------------------------------------------------------------------
Total deferred credits and other liabilities 3,961,761 3,647,690
- ----------------------------------------------------------------------------------------------------------------------
Total Liabilities And Stockholders' Equity $69,134,920 62,593,258
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
19
1998 Annual Report
<PAGE>
Roanoke Gas Company and Subsidiaries
Consolidated Statements of Earnings
Years Ended September 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating Revenues:
Gas utilities $ 51,857,052 57,842,181 60,067,407
Propane operations 7,530,040 7,205,645 5,703,466
- ----------------------------------------------------------------------------------------------------------------------------
Total operating revenues 59,387,092 65,047,826 65,770,873
- ----------------------------------------------------------------------------------------------------------------------------
Cost Of Gas:
Gas utilities 32,471,072 38,675,337 40,763,104
Propane operations 3,636,435 3,907,568 2,976,974
- ----------------------------------------------------------------------------------------------------------------------------
Total cost of gas 36,107,507 42,582,905 43,740,078
- ----------------------------------------------------------------------------------------------------------------------------
Operating Margin 23,279,585 22,464,921 22,030,795
- ----------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
Gas utilities:
Operations 7,583,583 8,049,833 8,056,211
Maintenance 1,432,203 1,462,764 1,868,280
Taxes - general 2,376,227 2,456,399 2,401,768
Taxes - income 1,100,506 857,964 963,895
Depreciation and amortization 2,806,278 2,533,912 2,294,447
Propane operations (including income taxes of $326,206, $309,137
and $177,059 in 1998, 1997 and 1996, respectively) 3,263,762 2,700,626 2,410,890
- ----------------------------------------------------------------------------------------------------------------------------
Total operating expenses 18,562,559 18,061,498 17,995,491
- ----------------------------------------------------------------------------------------------------------------------------
Operating Earnings 4,717,026 4,403,423 4,035,304
- ----------------------------------------------------------------------------------------------------------------------------
Other Income (Deductions):
Gas utilities, net 67,759 68,240 (20,931)
Propane operations, net 80,248 116,222 121,157
Taxes - income (42,443) (37,552) (22,486)
- ----------------------------------------------------------------------------------------------------------------------------
Total other income (deductions) 105,564 146,910 77,740
- ----------------------------------------------------------------------------------------------------------------------------
Earnings Before Interest Charges 4,822,590 4,550,333 4,113,044
- ----------------------------------------------------------------------------------------------------------------------------
Interest Charges:
Gas utilities:
Long-term debt 1,550,734 1,740,998 1,621,661
Other 398,409 441,444 292,301
Propane operations 146,568 58,011 2,410
- ----------------------------------------------------------------------------------------------------------------------------
Total interest charges 2,095,711 2,240,453 1,916,372
- ----------------------------------------------------------------------------------------------------------------------------
Net Earnings $ 2,726,879 2,309,880 2,196,672
- ----------------------------------------------------------------------------------------------------------------------------
Basic Earnings Per Share $ 1.60 1.54 1.51
- ----------------------------------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Basic 1,701,048 1,503,388 1,455,999
- ----------------------------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share $ 1.60 1.53 1.51
- ----------------------------------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Diluted 1,706,902 1,504,915 1,458,899
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
20
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Consolidated Statements Of Stockholders' Equity
Years Ended September 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
Capital In Total
Common Excess Of Retained Stockholders'
Stock Par Value Earnings Equity
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1995 $ 7,162,560 4,149,584 6,243,028 17,555,172
Net earnings -- -- 2,196,672 2,196,672
Cash dividends ($1.02 per share) -- -- (1,491,077) (1,491,077)
Issuance of common stock (43,331 shares) 216,655 497,579 -- 714,234
- ---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1996 7,379,215 4,647,163 6,948,623 18,975,001
Net earnings -- -- 2,309,880 2,309,880
Cash dividends ($1.04 per share) -- -- (1,570,649) (1,570,649)
Issuance of common stock (51,643 shares) 258,215 624,504 -- 882,719
- ---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1997 7,637,430 5,271,667 7,687,854 20,596,951
Net earnings -- -- 2,726,879 2,726,879
Cash dividends ($1.06 per share) -- -- (1,831,377) (1,831,377)
Issuance of common stock (266,930 shares) 1,334,650 3,637,478 -- 4,972,128
- ---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1998 $ 8,972,080 8,909,145 8,583,356 26,464,581
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
21
1998 Annual Report
<PAGE>
Roanoke Gas Company and Subsidiaries
Consolidated Statements Of Cash Flows
Years Ended September 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net earnings $ 2,726,879 2,309,880 2,196,672
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:
Depreciation and amortization 3,577,872 3,247,015 2,810,314
Loss (gain) on asset disposition 40,380 6,562 (4,202)
Write-off of regulatory assets -- 132,523 --
Decrease (increase) in over/underrecovery of gas costs 1,857,286 1,195,133 (2,019,589)
Deferred taxes and investment tax credits (338,421) (681,937) 789,052
Other noncash items, net (284,466) 93,131 160,936
Changes in assets and liabilities which provided (used) cash:
Accounts receivable and customer deposits, net 1,109,365 (266,066) (346,566)
Inventories (542,149) (24,995) (2,054,592)
Prepaid income taxes and other current assets (735,672) 349,405 (596,257)
Accounts payable and accrued expenses 1,447,079 1,599,788 (902,462)
Refunds from suppliers - due customers (340,288) 401,995 (658,986)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 8,517,865 8,362,434 (625,680)
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
Additions to utility plant and nonutility property (9,238,614) (8,052,801) (5,522,977)
Cost of removal of utility plant, net (70,949) (158,855) (423,221)
Proceeds from sales of assets 225,159 192,063 42,511
- -------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (9,084,404) (8,019,593) (5,903,687)
- -------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt 3,356,000 -- --
Retirement of long-term debt (2,878,124) (669,423) (1,179,415)
Net borrowings (repayments) under lines of credit (2,545,000) 476,500 8,598,000
Proceeds from issuance of common stock 4,601,069 882,719 714,234
Common stock issuance costs (246,647) -- --
Cash dividends paid (1,752,767) (1,549,914) (1,473,025)
- -------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 534,531 (860,118) 6,659,794
- -------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents (32,008) (517,277) 130,427
Cash and Cash Equivalents, Beginning of Year 116,045 633,322 502,895
- -------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Year $ 84,037 116,045 633,322
- -------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures Of Cash Flows Information:
Cash paid during the year for:
Interest $ 2,148,861 2,065,893 1,493,801
- ------------------------------------------------------------------------------------------------------------------------
Income taxes, net of refunds $ 2,512,897 1,575,952 1,148,319
- ------------------------------------------------------------------------------------------------------------------------
Noncash transactions:
The Company refinanced $9,300,000 of current installments of
long-term debt and borrowings under lines of credit as
long-term debt in 1996.
The assets of a propane company were acquired in December 1997
in exchange for 34,317 shares of stock for a total value
of $617,706.
In June 1998, the Company refinanced the remaining balances of
Series K and Series L First Mortgage Bonds in the amount of
$3,344,000 into a First Mortgage Note due July 1, 2008.
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
22
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(1) Summary Of Significant Accounting Policies
General
The consolidated financial statements include the accounts of Roanoke Gas
Company and its wholly owned subsidiaries (the "Company"), Bluefield Gas Company
and Diversified Energy Company, operating as Highland Propane Company and
Highland Gas Marketing. Roanoke Gas Company and Bluefield Gas Company are gas
utilities which distribute and sell natural gas to residential, commercial and
industrial customers within their service areas. Highland Propane Company
distributes and sells propane in southwestern Virginia and southern West
Virginia. Highland Gas Marketing brokers natural gas to several industrial
transportation customers of Roanoke Gas Company and Bluefield Gas Company.
The primary business of the Company is the distribution of natural gas to
residential, commercial and industrial customers in Roanoke, Virginia;
Bluefield, Virginia; Bluefield, West Virginia; and the surrounding areas. The
Company distributes natural gas to its customers at rates and charges regulated
by the State Corporation Commission in Virginia and the Public Service
Commission in West Virginia.
All significant intercompany transactions have been eliminated in
consolidation.
During 1998, 1997 and 1996, no single customer accounted for more than 5
percent of the Company's sales, and no account receivable from any customer
exceeded five percent of the Company's total accounts receivable at September
30, 1998 and 1997.
Regulation
The Company's regulated operations meet the criteria, and accordingly,
follow the accounting and reporting requirements of Statement of Financial
Accounting Standards ("SFAS") No. 71, Accounting for the Effects of Certain
Types of Regulation. The economic effects of regulation can result in regulated
companies recording costs that have been or are expected to be allowed in the
rate-setting process in a period different from the period in which the costs
would be charged to expense by an unregulated enterprise. When this results,
costs are deferred as assets in the consolidated balance sheet (regulatory
assets) and recorded as expenses as those same amounts are reflected in rates.
Additionally, regulators can impose liabilities upon a regulated company for
amounts previously collected from customers and for recovery of costs that are
expected to be incurred in the future (regulatory liabilities).
The amounts recorded by the Company as regulatory assets and regulatory
liabilities are as follows:
September 30,
1998 1997
- --------------------------------------------------------------------------
Regulatory Assets:
Early retirement incentive costs $ 20,520 33,481
Rate case costs 1,163 6,598
Underrecovery of gas costs -- 587,457
Other 19,515 --
- --------------------------------------------------------------------------
Total Regulatory Assets $ 41,198 627,536
- --------------------------------------------------------------------------
Regulatory Liabilities:
Refunds from suppliers - due customers 85,572 425,860
Overrecovery of gas costs 1,269,829 --
- --------------------------------------------------------------------------
Total Regulatory Liabilities $1,355,401 425,860
- --------------------------------------------------------------------------
During 1997, the Company wrote off regulatory assets totaling $132,523 upon
management's determination that, for rate-making purposes, recovery of these
costs in future revenues was no longer probable.
Utility Plant
Utility plant is stated at original cost. The cost of additions to utility
plant includes direct charges and overhead. The cost of depreciable property
retired, plus cost of removal, less salvage is charged to accumulated
depreciation. Maintenance, repairs, and minor renewals and betterments of
property are charged to operations.
Depreciation and Amortization
Provisions for depreciation are computed principally on composite
straight-line rates for financial statement purposes and on accelerated rates
for income tax purposes. Depreciation and amortization for financial statement
purposes are provided on annual composite rates ranging from 2 percent to 33
percent. The annual composite rates are determined by periodic depreciation
studies.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
23
1998 Annual Report
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(1) Summary Of Significant Accounting Policies (continued)
Inventories
Inventories consist primarily of propane and natural gas, which are valued
at the lower of average cost or market.
Unbilled Revenues
The Company bills its natural gas customers on a monthly cycle basis,
although certain large industrial customers are billed at or near the end of
each month. The Company records revenue based on service rendered to the end of
the accounting period. The amounts of unbilled revenue receivable included in
accounts receivable on the consolidated balance sheets at September 30, 1998 and
1997 were $795,338 and $915,192, respectively.
Income Taxes
Income taxes are accounted for using the asset and liability method. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the years in which those
temporary differences are expected to be recovered or settled. The Company and
its subsidiaries file a consolidated federal income tax return. Federal income
taxes have been provided by the Company on the basis of the separate company
income and deductions.
Bond Expenses
Bond expenses are being amortized over the lives of the bonds using the
bonds outstanding method.
Over/Underrecovery of Gas Costs
Pursuant to the provisions of the Company's Purchased Gas Adjustment (PGA)
clause, increases or decreases in gas costs are passed on to its customers.
Accordingly, the difference between actual costs incurred and costs recovered
through the application of the PGA is reflected as a net deferred charge or
credit. At the end of the deferral period, the balance of the net deferred
charge or credit is amortized over the next 12-month period as amounts are
reflected in customer billings.
Earnings Per Share
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, Earnings per Share. SFAS No. 128 supersedes APB Opinion No. 15, Earnings
per Share, and specifies earnings per share (EPS) for entities with publicly
held common stock. Prior period EPS has been restated to conform to the new
statement.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Stock Options
On October 1, 1996, the Company adopted SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 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, SFAS No. 123 allows entities to continue to apply
the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees,
and provide pro forma net earnings and pro forma net earnings per share
disclosures for stock option grants, as if the fair-value-based method defined
in SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma disclosures.
Reclassifications
Certain reclassifications were made to prior year balances to conform with
current year presentations.
24
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(2) Allowance For Doubtful Accounts
A summary of the changes in the allowance for doubtful accounts follows:
<TABLE>
<CAPTION>
Years Ended September 30,
1998 1997 1996
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Balances, beginning of year $ 368,345 279,316 171,947
Provision for doubtful accounts 481,297 660,400 550,777
Recoveries of accounts written off 188,309 125,035 131,499
Accounts written off (835,299) (696,406) (574,907)
- ----------------------------------------------------------------------------------
Balances, end of year $ 202,652 368,345 279,316
- ----------------------------------------------------------------------------------
</TABLE>
(3) Borrowings Under Lines Of Credit
A summary of short-term lines of credit follows:
<TABLE>
<CAPTION>
September 30,
- --------------------------------------------------------------------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lines of credit $21,000,000 20,000,000 18,000,000
Outstanding balance 4,584,000 7,129,000 6,652,500
Highest month-end balances outstanding 12,929,000 15,896,000 7,587,000
Average month-end balances 5,280,000 8,098,000 4,453,000
Average rates of interest during year 6.19% 5.97% 5.84%
Average rates of interest on balances outstanding 6.18% 6.14% 5.71%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(4) Long-term Debt
Long-term debt consists of the following:
<TABLE>
<CAPTION>
September 30,
- --------------------------------------------------------------------------------------------------------------
1998 1997
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Roanoke Gas Company:
First mortgage bonds, collateralized by utility plant:
Series K, 10%, due July 1, 2002, retired during 1998 $ -- 1,350,000
Series L, 10.375%, due April 1, 2004, retired during 1998 -- 2,328,000
Term debentures, collateralized by indenture dated October 1, 1991, with
provision for retirement in varying annual payments through
October 1, 2016 and interest rates ranging from 6.75% to 9.625% 4,700,000 7,200,000
Unsecured senior notes payable, interest at 7.66%, with provision
for retirement of $1,600,000 for each year beginning
December 1, 2014 through 2018 8,000,000 8,000,000
Obligations under capital leases, due in aggregate monthly payments
of $3,076, including interest, through August 1998 -- 31,624
First mortgage notes payable, interest fixed at 7.804% due July 1, 2008 5,000,000 --
Bluefield Gas Company:
Unsecured installment loan, with interest rate based on prime 8.75% at
September 30, 1997, with provision for retirement of $50,000 for each
year and a final payment of $12,500 on October 31, 1997 -- 12,500
Unsecured note payable, interest at 7.28%, with provision for retirement of
$25,000 quarterly beginning January 1, 2002 and a final payment of
$1,125,000 on October 1, 2003 1,300,000 1,300,000
- --------------------------------------------------------------------------------------------------------------
</TABLE>
continued
25
<PAGE>
1998 Annual Report
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(4) Long-term Debt (continued)
<TABLE>
<CAPTION>
September 30,
- ----------------------------------------------------------------------------------------------------------
1998 1997
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Highland Propane Company:
Unsecured note payable, interest at 7%, with provision for retirement
on December 31, 2007 $ 1,700,000 --
- ----------------------------------------------------------------------------------------------------------
Total long-term debt 20,700,000 20,222,124
Less current maturities -- (3,143,124)
- ----------------------------------------------------------------------------------------------------------
Total long-term debt, excluding current maturities $20,700,000 17,079,000
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The above debt obligations contain various provisions including a minimum
interest charge coverage ratio and limitations on debt as a percentage of total
capitalization. The obligations also contain a provision restricting the payment
of dividends, primarily based on the earnings of the Company and dividends
previously paid. At September 30, 1998, approximately $4,500,000 of retained
earnings were available for dividends.
The aggregate annual maturities of long-term debt, subsequent to September
30, 1998 are as follows:
Years Ending September 30,
- ---------------------------------------------
2001 $ 775,000
2002 100,000
2003 2,125,000
Thereafter 17,700,000
- ---------------------------------------------
Total $20,700,000
- ---------------------------------------------
26
Roanoke Gas Company
<PAGE>
Roanoke Gas Company And Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(5) Income Taxes
The details of income tax expense (benefit) are as follows:
<TABLE>
<CAPTION>
Years Ended September 30,
- --------------------------------------------------------------------------------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charged to operating expenses - gas utilities:
Current:
Federal $ 1,566,868 1,561,779 206,399
State 54,764 (15,946) (40,248)
- --------------------------------------------------------------------------------------------------------------------
Total current 1,621,632 1,545,833 166,151
- --------------------------------------------------------------------------------------------------------------------
Deferred:
Federal (447,054) (668,660) 777,772
State (34,638) 20,226 58,621
- --------------------------------------------------------------------------------------------------------------------
Total deferred (481,692) (648,434) 836,393
- --------------------------------------------------------------------------------------------------------------------
Investment tax credits, net (39,434) (39,435) (38,649)
- --------------------------------------------------------------------------------------------------------------------
Total charged to operating expenses - gas utilities 1,100,506 857,964 963,895
- --------------------------------------------------------------------------------------------------------------------
Charged to other operating expenses - propane operations:
Current 139,592 282,380 185,377
Deferred 186,614 26,757 (8,318)
- --------------------------------------------------------------------------------------------------------------------
Total charged to other operating expenses - propane operations 326,206 309,137 177,059
- --------------------------------------------------------------------------------------------------------------------
Charged to other income and deductions - gas utilities:
Current 46,353 37,892 22,860
Deferred (3,910) (340) (374)
- --------------------------------------------------------------------------------------------------------------------
Total charged to other income and deductions - gas utilities 42,443 37,552 22,486
- --------------------------------------------------------------------------------------------------------------------
Total income tax expense $ 1,469,155 1,204,653 1,163,440
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Income tax expense for the years ended September 30, 1998, 1997 and 1996
differed from amounts computed by applying the U.S. Federal income tax rate of
34 percent to earnings before income taxes as a result of the following:
<TABLE>
<CAPTION>
Years Ended September 30,
- --------------------------------------------------------------------------------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net earnings $ 2,726,879 2,309,880 2,196,672
Income tax expense 1,469,155 1,204,653 1,163,440
- --------------------------------------------------------------------------------------------------------------------
Earnings before income taxes $ 4,196,034 3,514,533 3,360,112
- --------------------------------------------------------------------------------------------------------------------
Computed "expected" income tax expense 1,426,652 1,194,941 1,142,438
Increase (reduction) in income tax expense resulting from:
Amortization of deferred investment tax credits (39,434) (39,435) (38,649)
Other, net 81,937 49,147 59,651
- --------------------------------------------------------------------------------------------------------------------
Total income tax expense $ 1,469,155 1,204,653 1,163,440
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
27
1998 Annual Report
<PAGE>
Roanoke Gas Company And Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(5) Income Taxes (continued)
The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities are as follows:
September 30,
- -------------------------------------------------------------------------
1998 1997
- -------------------------------------------------------------------------
Deferred tax assets:
Allowance for uncollectibles $ 74,740 132,818
Accrued pension and medical benefits 909,898 803,852
Accrued vacation 172,707 173,731
Over/underrecovery of gas costs 430,529 (225,309)
Provision for rate refund -- 176,972
Costs on gas held in storage 245,902 96,574
Other 35,112 48,357
- -------------------------------------------------------------------------
Total gross deferred tax assets 1,868,888 1,206,995
- -------------------------------------------------------------------------
Deferred tax liabilities:
Utility plant basis differences 3,508,489 3,145,361
Other 349 571
- -------------------------------------------------------------------------
Total gross deferred tax liabilities 3,508,838 3,145,932
- -------------------------------------------------------------------------
Net deferred tax liability $1,639,950 1,938,937
- -------------------------------------------------------------------------
28
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(6) Employee Benefit Plans
The Company has a defined benefit pension plan (the "Plan") covering
substantially all of its employees. The benefits are based on years of service
and employee compensation. Plan assets are invested principally in cash
equivalents and corporate stocks and bonds. Company contributions are intended
to provide not only for benefits attributed to date but also for those expected
to be earned in the future.
Pension expense includes the following components:
<TABLE>
<CAPTION>
Years Ended September 30,
1998 1997 1996
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost for the current year $ 157,705 142,467 148,465
Interest cost on the projected benefit obligation 444,696 419,474 397,458
Actual return on assets held in the
plan (1,005,797) (1,030,919) (717,703)
Net amortization and deferral of unrecognized gains and losses 525,244 647,436 372,234
- -----------------------------------------------------------------------------------------------------------
Net pension expense $ 121,848 178,458 200,454
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The Plan's funded status is as follows:
<TABLE>
<CAPTION>
September 30,
1998 1997
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested $(5,556,051) (4,285,717)
Nonvested (147,969) (143,901)
- --------------------------------------------------------------------------------------------------
Accumulated benefit obligation (5,704,020) (4,429,618)
Effect of anticipated future compensation levels and other events .. (2,285,221) (1,510,433)
- --------------------------------------------------------------------------------------------------
Projected benefit obligation (7,989,241) (5,940,051)
Fair value of assets held in the plan 7,069,755 6,324,249
- --------------------------------------------------------------------------------------------------
Excess (deficiency) of plan assets over projected benefit obligation $ (919,486) 384,198
- --------------------------------------------------------------------------------------------------
</TABLE>
The excess (deficiency) of plan assets over the projected benefit
obligation consists of the following:
<TABLE>
<CAPTION>
September 30,
1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
Net unrecognized gain due to past experience different than assumed $ 297,949 1,709,103
Unamortized transition liability (224,533) (329,977)
Unrecognized prior service cost (56,629) (75,503)
Accrued pension cost included in the consolidated balance sheet (936,273) (919,425)
- -----------------------------------------------------------------------------------------------
Total $ 919,486 384,198
- -----------------------------------------------------------------------------------------------
</TABLE>
The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 6.75 percent for 1998 and
7.75 percent for 1997 and 1996. The rates of increase in future compensation
levels used in determining the actuarial present value of the projected
obligation in 1998, 1997 and 1996 were 4 percent for compensation increases
through December 1996 and 5 percent for compensation increases thereafter. The
assumed long-term rate of return on assets was 8.5 percent for 1998, 1997 and
1996.
In addition to pension benefits, the Company has a postretirement benefits
plan which provides certain health care, supplemental retirement and life
insurance benefits to active and retired employees who meet specific age and
service requirements. The Plan is contributory. The Company has elected to fund
the Plan over future years. Approximately 74 percent of the consolidated annual
cost of the Plan is recovered from the Company's customers through rates.
29
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(6) Employee Benefit Plans (continued)
The following table presents the plan's funded status reconciled with the
amounts recognized in the Company's consolidated balance sheets:
<TABLE>
<CAPTION>
September 30,
1998 1997
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefits obligation:
Retirees $ 3,141,831 2,846,193
Fully eligible active plan participants 964,981 712,308
Other active plan participants 1,662,990 1,262,063
- ------------------------------------------------------------------------------------------------------
Total accumulated postretirement benefits obligation 5,769,802 4,820,564
Plan assets at fair value, principally cash equivalents and mutual funds (1,164,820) (995,411)
- ------------------------------------------------------------------------------------------------------
Accumulated postretirement benefits obligation in excess of plan
assets 4,604,982 3,825,153
Unrecognized net gain 216,562 938,540
Unrecognized transition obligation (3,559,500) (3,796,800)
- ------------------------------------------------------------------------------------------------------
Postretirement benefits cost included in accrued expenses $ 1,262,044 966,893
- ------------------------------------------------------------------------------------------------------
</TABLE>
Net periodic postretirement benefits cost includes the following components:
<TABLE>
<CAPTION>
Years Ended September 30,
1998 1997 1996
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost for the current year $ 86,436 96,255 89,000
Interest cost on the accumulated postretirement benefits obligation 362,179 325,036 363,000
Return on assets held in the plan (148,414) (89,542) (40,000)
Amortization of transition obligation 237,300 237,300 237,300
Net total of other components 61,882 (25,201) (16,000)
- ----------------------------------------------------------------------------------------------------------
Net periodic postretirement benefits cost $ 599,383 543,848 633,300
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The weighted average discount rate used in determining the accumulated
postretirement benefits obligation was 6.75 percent, 7.75 percent and 7.75
percent for 1998, 1997 and 1996, respectively.
For measurement purposes, 9 percent, 10 percent and 10.5 percent annual
rates of increase in the per capita cost of covered benefits (i.e., medical
trend rate) were assumed for 1998, 1997 and 1996, respectively; the rates were
assumed to decrease gradually to 5.25 percent by the year 2006 and remain at
that level thereafter. The medical trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed medical cost
trend rate by one percentage point each year would increase the accumulated
postretirement benefits obligation as of September 30, 1998 by approximately
$682,946 or 12 percent, and the aggregate of the service and interest cost
components of net postretirement benefits cost by approximately $80,326, or 16
percent.
The Company also has a defined contribution plan covering all of its
employees who elect to participate. The Company made annual matching
contributions to the plan based on 70 percent in 1998 and 1997 and 50 percent in
1996 of the net participants' basic contributions (from 1 to 6 percent of their
total compensation). The annual cost of the plan was $206,766, $217,466 and
$134,188 for 1998, 1997 and 1996, respectively.
30
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(7) Common Stock Options
During 1996, the Company's stockholders approved the Roanoke Gas Company
Key Employee Stock Option Plan (the "Plan"). The Plan provides for the issuance
of common stock options to officers and certain other full-time salaried
employees to acquire a maximum of 50,000 shares of the Company's common stock.
The Plan requires each option's exercise price per share to equal the fair value
of the Company's common stock as of the date of grant.
The aggregate number of shares under option pursuant to the Roanoke Gas
Company Key Employee Stock Option Plan are as follows:
<TABLE>
<CAPTION>
Number Of Weighted Average Option Price
Shares Exercise Price Per Share
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Options outstanding, September 30, 1996 13,000 15.500
Options granted 21,500 16.875
- ------------------------------------------------------------------------------------------
Options outstanding, September 30, 1997 34,500 16.357 15.500-16.875
Options granted 15,500 20.625
Options exercised (13,000) 16.346
- ------------------------------------------------------------------------------------------
Options outstanding, September 30, 1998 37,000 18.149 15.500-20.625
- ------------------------------------------------------------------------------------------
</TABLE>
Under the terms of the Plan, the options become exercisable six months
from the grant date and expire 10 years subsequent to the grant date. All
options outstanding were fully vested and exercisable at September 30, 1998 and
1997.
The per share weighted-average fair values of stock options granted during
1998, 1997 and 1996 were $2.85, $1.08 and $1.63, respectively, on the dates of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:
Years Ended September 30,
1998 1997 1996
-------- ------ ------
Expected dividend yield 5.14% 5.78% 5.83%
Risk-free interest rate 4.33% 6.29% 6.44%
Expected volatility 21.00% 10.00% 42.00%
Expected life 10 years 10 years 10 years
The Company uses the intrinsic value method of APB Opinion No. 25 for
recognizing stock-based compensation in the consolidated financial statements.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under the provisions of SFAS No. 123, the
Company's 1998 net earnings and basic earnings per share would have been
$2,697,709 and $1.58; 1997 net earnings and basic earnings per share would have
been $2,278,093 and $1.52; and 1996 net earnings and basic earnings per share
would have been $2,182,681 and $1.50.
31
1998 Annual Report
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(8) Related Party Transactions
Certain of the Company's directors render services or sell products to the
Company. The significant services relate to legal fees charged to the Company of
approximately $185,000, $182,000 and $69,000 in 1998, 1997 and 1996,
respectively. The products included natural gas purchases of approximately
$6,052,000, $3,052,000 and $1,950,000 in 1998, 1997 and 1996, respectively. It
is anticipated that similar services and products will be provided to the
Company in 1999.
(9) Environmental Matters
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. A by-product of operating MGPs was coal tar, and the potential exists
for on-site tar waste contaminants at the former plant sites. The extent of
contaminants at these sites, if any, is unknown at this time. An analysis of 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 prior operations. Therefore, the Company has no plans
for subsurface remediation at the MGP sites. Should the Company eventually be
required to remediate either site, 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. A stipulated rate case agreement between the Company and the West
Virginia Public Service Commission recognized the Company's right to defer MGP
cleanup costs at the Bluefield site, should any be incurred, and to seek rate
relief for such costs. If the Company eventually incurs costs associated with a
required cleanup of either MGP site, the Company anticipates recording a
regulatory asset for such cleanup costs to be recovered in future rates. Based
on anticipated regulatory actions and current practices, management believes
that any costs incurred related to this matter will not have a material effect
on the Company's financial condition.
(10) Commitments
The Company has short-term contracts with natural gas suppliers requiring
the purchase of approximately 4,420,000 dekatherms of natural gas at varying
prices during the period October 1, 1998 through September 30, 1999. In
addition, the Company has short-term contracts with propane suppliers requiring
the purchase of approximately 4,415,000 gallons of propane during the period
October 1, 1998 through September 30, 1999. Management does not anticipate that
these contracts will have a material impact on the Company's fiscal year 1999
consolidated results of operations.
(11) Fair Value Of Financial Instruments
SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
requires disclosure of the estimated fair values of certain financial
instruments. SFAS No. 107 defines the fair value of a financial instrument as
the amount at which the instrument could be exchanged in a current transaction
between willing parties.
The carrying amount of cash and cash equivalents and borrowings under lines
of credit are a reasonable estimate of fair value due to their short-term nature
and because the rates of interest paid on borrowings under lines of credit
approximate market rates.
The fair value of long-term debt is estimated by discounting the future
cash flows of each issuance at rates currently offered to the Company for
similar debt instruments of comparable maturities. The carrying amounts and
approximate fair values are as follows:
<TABLE>
<CAPTION>
September 30,
1998 1997
---------------------------- ------------------------
Carrying Approximate Carrying Approximate
Amount Fair Value Amount Fair Value
--------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Long-term debt $20,700,000 24,287,744 20,222,124 21,384,604
=========== ========== ========== ==========
</TABLE>
Judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates determined as of September
30, 1998 and 1997 are not necessarily indicative of the amounts the Company
could have realized in current market exchanges.
32
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996
(11) Fair Value Of Financial Instruments (continued)
Derivative and Hedging Activities
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires the recognition of all derivative instruments as
assets or liabilities in the Company's balance sheet and measurement of those
instruments at fair value. The accounting treatment of changes in fair value is
dependent upon whether or not a derivative instrument is designated as a hedge
and if so, the type of hedge.
The Company has entered into certain arrangements for hedging the price of
natural gas and propane gas for the purpose of providing price stability during
the winter months. The Company has not fully analyzed the impact of the
provisions of SFAS No. 133 on the Company's financial statements.
(12) Quarterly Financial Information (Unaudited)
Quarterly financial data for the years ended September 30, 1998 and 1997 is
summarized as follows:
<TABLE>
<CAPTION>
First Second Third Fourth
1998 Quarter Quarter Quarter Quarter
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $20,796,021 21,750,333 8,982,316 7,858,422
- -----------------------------------------------------------------------------------------------------
Operating earnings (loss) $ 2,071,945 2,662,581 153,192 (170,692)
- -----------------------------------------------------------------------------------------------------
Net earnings (loss) $ 1,544,234 2,123,464 (281,216) (659,603)
- -----------------------------------------------------------------------------------------------------
Basic earnings (loss) per share $ 1.00 1.24 (.16) (.48)
- -----------------------------------------------------------------------------------------------------
First Second Third Fourth
1997 Quarter Quarter Quarter Quarter
- -----------------------------------------------------------------------------------------------------
Operating revenues $22,412,424 24,580,783 9,894,442 8,160,177
- -----------------------------------------------------------------------------------------------------
Operating earnings (loss) $ 1,840,530 2,394,999 261,537 (93,643)
- -----------------------------------------------------------------------------------------------------
Net earnings (loss) $ 1,331,276 1,831,756 (247,734) (605,418)
- -----------------------------------------------------------------------------------------------------
Basic earnings (loss) per share $ .90 1.22 (.16) (.42)
- -----------------------------------------------------------------------------------------------------
</TABLE>
The pattern of quarterly earnings is the result of the highly seasonal
nature of the business, as variations in weather conditions generally result in
greater earnings during the winter months.
33
1998 Annual Report
<PAGE>
Roanoke Gas Company and Subsidiaries
Summary Of Gas Sales And Statistics
Years Ended September 30,
<TABLE>
<CAPTION>
Revenues: 1998 1997 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Residential Sales $30,396,540 $32,595,261 $33,981,835 $25,078,211 $29,844,636
Commercial Sales 18,764,195 19,879,180 20,219,289 14,313,723 16,979,230
Interruptible Sales 695,279 3,892,301 4,569,766 3,513,181 5,607,002
Transportation Gas Sales 1,715,032 1,107,922 943,215 909,515 610,682
Backup Services 97,552 173,655 190,310 107,652 222,025
Late Payment Charges 156,634 157,369 135,838 115,130 194,156
Miscellaneous 31,820 36,493 27,154 24,325 67,576
Propane 7,530,040 7,205,645 5,703,466 4,549,410 4,670,550
- ----------------------------------------------------------------------------------------------------------------
Total $59,387,092 $65,047,826 $65,770,873 $48,611,147 $58,195,857
- ----------------------------------------------------------------------------------------------------------------
Net Income $ 2,726,879 $ 2,309,880 $ 2,196,672 $ 1,777,240 $ 1,677,098
- ----------------------------------------------------------------------------------------------------------------
MCF Delivered:
Residential 4,633,403 4,651,819 5,108,553 4,204,222 4,701,703
Commercial 3,228,452 3,230,714 3,385,962 2,834,884 2,981,888
Interruptible 172,270 959,146 1,088,921 1,240,658 1,521,663
Transportation Gas 2,822,856 1,933,236 1,549,854 1,660,504 1,022,892
Backup Service 18,500 29,130 36,658 21,609 38,892
- ----------------------------------------------------------------------------------------------------------------
Total 10,875,481 10,804,045 11,169,948 9,961,877 10,267,038
- ----------------------------------------------------------------------------------------------------------------
Gallons Delivered (Propane) 7,702,384 6,568,066 5,997,912 4,822,277 5,012,830
- ----------------------------------------------------------------------------------------------------------------
Heating Degree Days 4,054 4,298 4,696 3,791 4,416
- ----------------------------------------------------------------------------------------------------------------
Number Of Customers:
Residential 48,265 47,539 46,007 44,873 43,734
Commercial 5,272 5,181 5,043 4,896 4,767
Interruptible And Interruptible
Transportation Service 45 43 44 44 43
- ----------------------------------------------------------------------------------------------------------------
Total 53,582 52,763 51,094 49,813 48,544
- ----------------------------------------------------------------------------------------------------------------
Gas Account (MCF):
Natural Gas Purchases And Storage 11,316,714 11,406,613 11,756,089 10,453,696 10,795,928
Gas Made - Propane -- -- -- -- 14,008
- ----------------------------------------------------------------------------------------------------------------
Total Available 11,316,714 11,406,613 11,756,089 10,453,696 10,809,936
- ----------------------------------------------------------------------------------------------------------------
Natural Gas Deliveries 10,875,481 10,804,045 11,169,948 9,961,877 10,267,038
Storage - LNG 69,343 106,892 142,297 118,393 134,893
Company Use And Miscellaneous 37,998 49,444 54,140 46,532 50,356
System Loss 333,892 446,232 389,704 326,894 357,649
- ----------------------------------------------------------------------------------------------------------------
Total Gas Available 11,316,714 11,406,613 11,756,089 10,453,696 10,809,936
- ----------------------------------------------------------------------------------------------------------------
Total Assets $69,134,920 $62,593,258 $58,921,099 $51,614,667 $49,579,447
- ----------------------------------------------------------------------------------------------------------------
Long-Term Obligations $20,700,000 $17,079,000 $20,222,124 $17,504,047 $16,414,900
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
34
Roanoke Gas Company
<PAGE>
Roanoke Gas Company and Subsidiaries
Summary Of Capitalization Statistics
Years Ended September 30,
<TABLE>
<CAPTION>
Common Stock: 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Shares Issued 1,794,416 1,527,486 1,475,843 1,432,512 1,382,343
Basic Earnings Per Share $ 1.60 $ 1.54 $ 1.51 $ 1.26 $ 1.25
Dividends Paid Per Share (Cash) $ 1.06 $ 1.04 $ 1.02 $ 1.00 $ 1.00
Dividends Paid Out Ratio 66.3% 67.5% 67.5% 79.4% 80.0%
Number Of Shareholders 1,836 1,853 1,713 1,699 1,625
- ------------------------------------------------------------------------------------------------------------------------------
Capitalization Ratios:
Long-Term Debt,
Including Current Installments 43.9 49.5 52.4 51.6 51.0
Stockholders' Equity 56.1 50.5 47.6 48.4 49.0
- ------------------------------------------------------------------------------------------------------------------------------
Total 100.0 100.0 100.0 100.0 100.0
- ------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt,
Including Current Installments $20,700,000 $ 20,222,124 $ 20,891,547 $ 18,683,462 $17,087,046
Stockholders' Equity 26,464,581 20,596,951 18,975,001 17,555,172 16,424,919
- ------------------------------------------------------------------------------------------------------------------------------
Total Capitalization
Plus Current Installments $47,164,581 $ 40,819,075 $ 39,866,548 $ 36,238,634 $33,511,965
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
35
1998 Annual Report
<PAGE>
Roanoke Gas Company
Board of Directors
Lynn D. Avis
Avis Construction Company
President
Abney S. Boxley III
W. W. Boxley Company
President
Frank T. Ellett
Virginia Truck Center, Inc.
President
Frank A. Farmer, Jr.
Chairman Of The Board
Wilbur L. Hazlegrove
Law Firm Of Woods, Rogers & Hazlegrove,
P.L.C. Member
J. Allen Layman
R & B Communications, Inc.
President & CEO
Thomas L. Robertson
Carilion Health System &
Carilion Medical Center
President
S. Frank Smith
Coastal Coal Co., L.L.C.
Vice President
John B. Williamson III
President & CEO
Officers
John B. Williamson III
President & CEO
Arthur L. Pendleton
Executive Vice President & COO
Roger L. Baumgardner
Vice President, Secretary & Treasurer
John S. D'Orazio
Vice President - Marketing & New Construction
Jane N. O'Keeffe
Assistant Vice President - Human Resources
J. David Anderson
Assistant Secretary & Assistant Treasurer
Bluefield Gas Company
Board of Directors
Roger L. Baumgardner
Roanoke Gas Company
Vice President, Secretary & Treasurer
Arthur L. Pendleton
Roanoke Gas Company
Executive Vice President & COO
John C. Shott
Paper Supply Company
President
Scott H. Shott
Paper Supply Company
Secretary & Treasurer
John B. Williamson III
Roanoke Gas Company
President & CEO
Officers
John B. Williamson III
President
John S. D'Orazio
Vice President - Marketing & New Construction
Arthur L. Pendleton
Vice President - Operations
Roger L. Baumgardner
Secretary & Treasurer
Diversified Energy Company
T/A Highland Propane Company & Highland Gas Marketing
Board of Directors
Roger L. Baumgardner
Roanoke Gas Company
Vice President, Secretary & Treasurer
Frank T. Ellett
Virginia Truck Center, Inc.
President
Arthur L. Pendleton
Roanoke Gas Company
Executive Vice President & COO
S. Frank Smith
Coastal Coal Co., L.L.C.
Vice President
John B. Williamson III
Roanoke Gas Company
President & CEO
Officers
John B. Williamson III
President
John S. D'Orazio
Vice President - Marketing & New Construction
Arthur L. Pendleton
Vice President - Operations
Roger L. Baumgardner
Secretary & Treasurer
36
Roanoke Gas Company
<PAGE>
Corporate Mission
Statement
Roanoke Gas Company provides superior customer and stockholder value by
being the preferred choice for safe, dependable, efficient, economical energy
and services in the market it serves.
Corporate Information
Corporate Office
Roanoke Gas Company
519 Kimball Avenue, N.E.
P.O. Box 13007
Roanoke, VA 24030
(540) 777-4GAS (4427)
Fax (540) 777-2636
Auditors
Deloitte & Touche LLP
1100 Carillon
227 West Trade Street
Charlotte, NC 28202-1675
Common Stock Transfer Agent, Registrar,
Dividend Disbursing Agent & Dividend
Reinvestment Agent
First Union National Bank of North Carolina
First Union Customer Information Center
Corporate Trust Client Services NC-1153
1525 West W.T. Harris Boulevard - 3C3
Charlotte, NC 28288-1153
Common Stock
Roanoke Gas Company's common stock is listed on the Nasdaq National Market
under the trading symbol RGCO.
Direct Deposit Of Dividends &
Safekeeping Of Stock Certificates
Shareholders can have their cash dividends deposited automatically into
checking, saving or money market accounts. The shareholder's financial
institution must be a member of the Automated Clearing House. Also, Roanoke Gas
Company offers safekeeping of stock certificates for shares enrolled in the
dividend reinvestment plan. For more information about these shareholder
services, please contact the Transfer Agent, First Union National Bank of North
Carolina.
Key Business
Strategies
o Saturation Program
o Trade Ally Relations
o The Propane Alternative
o Acquisition and Geographic Expansion
o Positioning for Deregulation
o Diversification
10-K Report
A copy of Roanoke Gas Company's latest annual report to the Securities and
Exchange Commission on Form 10-K will be provided without charge upon written
request to:
Roger L. Baumgardner
Vice President, Secretary & Treasurer
Roanoke Gas Company
P.O. Box 13007
Roanoke, VA 24030
Shareholder Inquiries
Questions concerning shareholder accounts, stock transfer requirements,
consolidation of accounts, lost stock certificates, safekeeping of stock
certificates, replacement of lost dividend checks, payment of dividends, direct
deposit of dividends, initial cash payments, optimal cash payments and name or
address changes should be directed to the Transfer Agent, First Union National
Bank. All other shareholder questions should be directed to:
Roger L. Baumgardner
Vice President, Secretary & Treasurer
Roanoke Gas Company
P.O. Box 13007
Roanoke, VA 24030
Financial Inquiries
All financial analysts and professional investment managers should direct
their questions and requests for financial information to:
Roger L. Baumgardner
Vice President, Secretary & Treasurer
Roanoke Gas Company
P.O. Box 13007
Roanoke, VA 24030
Access up-to-date information on Roanoke Gas Company and its subsidiaries at
www.roanokegas.com
<PAGE>
Notice Of Annual Meeting
The annual meeting of stockholders
of Roanoke Gas Company will be held
at the Executive Offices of the Company,
519 Kimball Avenue, N. E.,
Roanoke, Virginia at 9:00 a.m.,
March 31, 1999.
[Roanoke Gas Logo]
Your Choice for Comfort and Economy.
Transfer Agent and Dividend Disbursing Agent
First Union National Bank of North Carolina
First Union Customer Information Center
Corporate Trust Client Services NC-1153
1525 West W. T. Harris Boulevard - 3C3
Charlotte, North Carolina 28288-1153
1-800-829-8432
Roanoke Gas Company trades on Nasdaq as RGCO.
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-69902 on Form S-2, as amended, Registration Statement No. 333-02455 on Form
S-8, and Registration No. 333-67311 on Form S-4 of Roanoke Gas Company, of our
report dated October 20, 1998, incorporated by reference in the Annual Report on
Form 10-K of Roanoke Gas Company for the year ended September 30, 1998.
s/Deloitte & Touche LLP
Deloitte & Touche LLP
Charlotte, North Carolina
December 4, 1998
Exhibit 23(b)
Accountants' Consent
The Board of Directors
Roanoke Gas Company:
We consent to the incorporation by reference in Registration Statements No.
33-69902 on Form S-2, as amended, No. 333-02455 on Form S-8 and No. 333-67311 on
Form S-4 of Roanoke Gas Company of our report dated October 17, 1997, relating
to the consolidated balance sheet of Roanoke Gas Company and subsidiaries as of
September 30, 1997, and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the two-year period
ended September 30, 1997, which report is included in the September 30, 1998
Annual Report on Form 10-K of Roanoke Gas Company.
s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Roanoke, Virginia
December 4, 1998
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROANOKE
GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30,
1998, AS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 47,016,086
<OTHER-PROPERTY-AND-INVEST> 7,128,254
<TOTAL-CURRENT-ASSETS> 14,137,843
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 852,737
<TOTAL-ASSETS> 69,134,920
<COMMON> 8,972,080
<CAPITAL-SURPLUS-PAID-IN> 8,909,145
<RETAINED-EARNINGS> 8,583,356
<TOTAL-COMMON-STOCKHOLDERS-EQ> 26,464,581
0
0
<LONG-TERM-DEBT-NET> 20,700,000
<SHORT-TERM-NOTES> 4,584,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 17,386,339
<TOT-CAPITALIZATION-AND-LIAB> 69,134,920
<GROSS-OPERATING-REVENUE> 59,387,092
<INCOME-TAX-EXPENSE> 1,100,506
<OTHER-OPERATING-EXPENSES> 53,569,560
<TOTAL-OPERATING-EXPENSES> 54,670,066
<OPERATING-INCOME-LOSS> 4,717,026
<OTHER-INCOME-NET> 105,564
<INCOME-BEFORE-INTEREST-EXPEN> 4,822,590
<TOTAL-INTEREST-EXPENSE> 2,095,711
<NET-INCOME> 2,726,879
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,726,879
<COMMON-STOCK-DIVIDENDS> 1,831,377
<TOTAL-INTEREST-ON-BONDS> 712,736
<CASH-FLOW-OPERATIONS> 8,517,865
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.60
</TABLE>
