SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1997
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Commission File No. 0-367
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ROANOKE GAS COMPANY
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(Exact name of Registrant as Specified in its Charter)
VIRGINIA 54-0359895
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
519 Kimball Ave., N.E., Roanoke, VA 24016
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(Address of Principal Executive Offices) (Zip Code)
(540) 983-3800
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at December 31, 1997
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Common Stock, $5 Par Value 1,571,565 Shares
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
- -------------------------------------
UNAUDITED
- ---------
December 31, September 30,
1997 1997
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<S> <C> <C>
ASSETS
- ------
UTILITY PLANT:
Utility Plant in Service $ 66,159,475 $ 65,590,024
Accumulated Depreciation (23,008,626) (22,612,963)
----------- -----------
Utility Plant in Service, Net 43,150,849 42,977,061
Construction Work-In-Progress 1,286,115 1,088,083
----------- -----------
Utility Plant, Net 44,436,964 44,065,144
----------- -----------
NONUTILITY PROPERTY:
Propane 8,121,432 6,634,369
Accumulated Depreciation (2,735,831) (2,540,274)
----------- -----------
Nonutility Property, Net 5,385,601 4,094,095
----------- -----------
CURRENT ASSETS:
Cash and Cash Equivalents 91,145 116,045
Accounts Receivable - (Less Allowance
for Uncollectibles of $695,374
and $368,345, Respectively) 12,848,604 4,188,984
Inventories 6,737,061 7,427,581
Prepaid Income Taxes - 7,368
Deferred Income Taxes 2,005,521 1,206,995
Purchased Gas Adjustments - 587,457
Other 471,335 420,674
----------- -----------
Total Current Assets 22,153,666 13,955,104
----------- -----------
OTHER ASSETS 846,333 478,915
----------- -----------
TOTAL $ 72,822,564 $ 62,593,258
=========== ===========
</TABLE>
See condensed notes to condensed consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- -------------------------------------
UNAUDITED
- ---------
December 31, September 30,
1997 1997
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<S> <C> <C>
LIABILITIES
- -----------
CAPITALIZATION:
Stockholders' Equity:
Common Stock - Par Value $5; Authorized,
3,000,000 Shares; Issued and Outstanding
1,571,565 and 1,527,486 Shares,
Respectively $ 7,857,825 $ 7,637,430
Capital in Excess of Par Value 5,839,002 5,271,667
Retained Earnings 8,814,866 7,687,854
----------- -----------
Total Stockholders' Equity 22,511,693 20,596,951
Long-Term Debt (Less Current Maturities) 18,779,000 17,079,000
----------- -----------
Total Capitalization 41,290,693 37,675,951
----------- -----------
CURRENT LIABILITIES:
Current Maturities of Long-Term Debt 621,958 3,143,124
Notes Payable 11,847,000 7,129,000
Dividends Payable 417,226 397,530
Accounts Payable 7,127,691 5,512,348
Income Taxes Payable 1,493,498 -
Customers' Deposits 491,440 427,895
Accrued Expenses 4,368,628 4,233,860
Refunds From Suppliers - Due Customers 313,867 425,860
Purchased Gas Adjustments 1,161,865 -
----------- -----------
Total Current Liabilities 27,843,173 21,269,617
----------- -----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred Income Taxes 3,205,761 3,145,932
Deferred Investment Tax Credits 482,937 492,357
Other Deferred Credits - 9,401
----------- -----------
Total Deferred Credits and Other Liabilities 3,688,698 3,647,690
----------- -----------
TOTAL $ 72,822,564 $ 62,593,258
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE-MONTH PERIODS
ENDED DECEMBER 31, 1997 AND 1996
- -------------------------------------------------------------------------
UNAUDITED
- ---------
Three Months Ended
December 31,
1997 1996
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<S> <C> <C>
OPERATING REVENUES:
Gas utilities $ 18,083,161 $ 19,827,967
Propane operations 2,712,860 2,584,457
----------- -----------
Total operating revenues 20,796,021 22,412,424
----------- -----------
COST OF GAS:
Gas utilities 11,980,888 13,956,481
Propane operations 1,349,854 1,559,831
----------- -----------
Total cost of gas 13,330,742 15,516,312
----------- -----------
OPERATING MARGIN 7,465,279 6,896,112
----------- -----------
OTHER OPERATING EXPENSES:
Gas utilities:
Other operations 1,939,223 1,973,081
Maintenance 312,053 367,142
Taxes - general 739,391 740,789
Taxes - income 638,173 566,452
Depreciation and amortization 711,880 633,782
Propane operations (including taxes -
income of $212,344 and $147,180,
respectively 1,052,614 774,336
----------- -----------
Total other operating expenses 5,393,334 5,055,582
----------- -----------
OPERATING EARNINGS 2,071,945 1,840,530
----------- -----------
OTHER INCOME AND DEDUCTIONS:
Gas utilities:
Interest Income - 7,071
Merchandising and jobbing, net 30,188 39,914
Other deductions (26,642) (18,998)
Taxes - income (1,234) (10,693)
Propane operations, net 63,508 39,454
----------- -----------
Total other income and deductions 65,820 56,748
----------- -----------
EARNINGS BEFORE INTEREST CHARGES 2,137,765 1,897,278
----------- -----------
<PAGE>
INTEREST CHARGES:
Gas utilities:
Long-term debt 389,345 361,317
Other interest 179,432 200,366
Propane operations 24,754 4,319
----------- -----------
Total interest charges 593,531 566,002
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NET EARNINGS $ 1,544,234 $ 1,331,276
=========== ===========
BASIC AND DILUTED EARNINGS PER COMMON SHARE $ 1.00 $ 0.90
=========== ===========
CASH DIVIDENDS PER COMMON SHARE $ 0.265 $ 0.260
=========== ===========
</TABLE>
See consolidated notes to condensed consolidated financial statements.
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<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS
ENDED DECEMBER 31, 1997 AND 1996
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UNAUDITED
- ---------
Three Months Ended
December 31
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 1,544,234 $ 1,331,276
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 946,151 793,667
Gain on disposal of utility and nonutility property - (1,831)
Loss on sale of other asset 566 -
Changes in assets and liabilities which used cash,
exclusive of changes and noncash transactions
shown separately (4,094,088) (3,809,326)
---------- ----------
Net cash used in operating activities (1,603,137) (1,686,214)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant in service and under construction
and nonutility property (2,257,297) (2,344,813)
Cost of removal of utility plant, net (20,603) (58,115)
Proceeds from disposal of equipment 13,470 8,841
Proceeds from sale of other asset 173,334 -
---------- ----------
Net cash used in investing activities (2,091,096) (2,394,087)
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<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 1,700,000 -
Retirement of long-term debt and payments on obligations
under capital leases (2,521,166) (7,987)
Net borrowings under lines of credit 4,718,000 3,861,500
Cash dividends paid (397,527) (376,795)
Proceeds from issuance of stock 177,168 159,322
Capital stock expense (7,142) -
---------- ----------
Net cash provided by financing activities 3,669,333 3,636,040
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NET (DECREASE) IN CASH AND CASH EQUIVALENTS (24,900) (444,261)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 116,045 633,322
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 91,145 $ 189,061
========== ==========
SUPPLEMENTAL INFORMATION:
Interest paid $ 798,008 $ 717,075
Income taxes paid (refunded), net 99,003 (41,690)
NONCASH TRANSACTION:
The assets of a propane company were acquired in 1997 in exchange for 34,317
shares of stock for a total value of $617,706.
</TABLE>
See condensed notes to condensed consolidated financial statements
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<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ---------------------------------------------------------------
Consolidated net earnings for the three-month period ended December 31, 1997
was $1,544,234 compared to $1,331,276 for the same period last year.
Quarterly margin increased $569,167, or 8.3 percent, in the current quarter
over the same period last year due to increases in delivered gas volumes and
base rate increases placed into effect during 1997. Total natural gas
deliveries increased by 106,110 MCF, or 3 percent, corresponding to weather
that was 3 percent colder than the same period last year. Propane deliveries
increased by 420,024 gallons, or 19 percent, through an aggressive marketing
campaign to add new customers in the propane division and from the addition
of customers resulting from the propane company acquisition completed in
December 1997. The combination of these two factors has resulted in Highland
Propane's customer base growing by more than 38 percent from December 31,
1996.
Other operations expenses for the current quarter declined slightly from the
same period last year due to the absence of amortization of regulatory assets
included in last year's expenses. Furthermore, maintenance expenses
experienced a decline due to a later start in conducting scheduled and
routine system maintenance. General taxes are comparable to prior year, with
decreases in revenue-sensitive taxes offsetting increases in property and
other taxes. Capital expenditures for adding new customers to the
distribution system and renewing older facilities has increased depreciation
expense over last year's levels. Propane operations reflected the greatest
expense category increase over the same period last year with increases in
propane delivery, depreciation and marketing expenses resulting from the
exceptional growth in customers in the Company's propane subsidiary.
Interest charges increased as the Company's average total debt position for
the quarter increased due to the financing of capital expenditures associated
with customer growth and renewal programs.
The three-month earnings presented herein should not be considered as
reflective of the Company's consolidated financial results for the fiscal
year ending September 30, 1998. The total revenues during the first three
months reflect higher billings due to the weather sensitive nature of the gas
business. Improvement or decline in earnings depends primarily on
temperature and weather conditions during the remaining winter months.
The Company has three rate case applications pending before regulatory
bodies. Roanoke Gas Company filed an application with the Virginia State
Corporation Commission in December 1996 with rates placed into effect,
subject to refund, on January 1, 1997. A hearing was held on the application
in June 1997, and an order in the case is not expected until sometime early
in 1998. The Company has established reserves for an estimated level of
refund in the case, and management believes the reserves are adequate to
cover any refunds ordered by the Virginia Commission. Bluefield Gas Company
filed a rate application with the West Virginia Public Service Commission in
May 1997 with a decision expected in February 1998. Commonwealth Public
Service Corporation, the Virginia portion of Bluefield Gas Company, filed a
rate case with the Virginia Commission in June 1997 with rates placed into
effect, subject to refund, on November 28, 1997. The hearing and final order
are not expected until the spring of 1998.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- ---------------------------------------------------------------
On December 9, 1997, the Company completed the acquisition of the net assets
of US Gas Company, a small local propane company. The acquisition, accounted
for under the purchase method of accounting, added more than 500 customers to
the propane operations.
Both Roanoke Gas Company and Bluefield Gas Company operated manufactured gas
plants (MGPs) as a source of fuel for lighting and heating until the early
1950's. The process involved heating coal in a low-oxygen environment to
produce a manufactured gas that could be distributed through the Company's
pipeline system to customers. A by-product of the process was coal tar, and
the potential exists for on-site tar waste contaminants at both former plant
sites. The extent of contaminants at these sites is unknown at this time,
and the Company has not performed formal analyses of any environmental media
at the Roanoke Gas Company MGP site. An analysis at the Bluefield Gas
Company site indicates some 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 statutes or regulations related to
the MGP sites and is not aware of any off-site contamination or pollution as
a result of these prior operations. Therefore, the Company has no plans for
subsurface remediation at either of the MGP sites. Should the Company
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 State Corporation Commission of Virginia related to environmental matters
at other companies, the Company believes it will be able to recover prudently
incurred costs. Additionally, a stipulated rate case agreement between the
Company and the West Virginia Public Service Commission recognizes the
Company's right to defer MGP clean-up costs, should any be incurred, and to
seek rate relief for such costs. If the Company eventually incurs costs
associated with a required clean-up of either MGP site, the Company
anticipates recording a regulatory asset for such clean-up costs which are
anticipated to be recoverable in future rates. Based on anticipated
regulatory actions and current practices, management believes that any costs
incurred related to the previously-mentioned environmental matters will not
have a material effect on the Company's consolidated financial position,
although there can be no assurance this will be the case.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
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CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------
UNAUDITED
- ---------
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly Roanoke Gas
Company's financial position as of December 31, 1997 and September 30,
1997, and the results of its operations and its cash flows for the three
months ended December 31, 1997 and 1996. The results of operations for
the three months ended December 31, 1997 are not indicative of the
results to be expected for the fiscal year ending September 30, 1998.
2. The condensed consolidated financial statements and condensed notes are
presented as permitted by Form 10-Q and do not contain certain
information included in the Company's annual consolidated financial
statements and notes thereto.
3. Quarterly earnings are affected by the highly seasonal nature of the
business as variations in weather conditions generally result in greater
earnings during the winter months.
4. The Company incurred an additional $1,700,000 in intermediate term debt
during the quarter ended December 31, 1997 in the form of an unsecured
note due in full on December 31, 2007 with interest payable quarterly at
a fixed rate of 7 percent.
5. The Company holds and issues instruments that reduce the Company's
exposure to market fluctuations in the price of natural gas. The
Company uses swaps to manage and hedge price risk related to market
exposures. In order to qualify as a hedge, the price movements in the
commodity derivatives must be highly correlated with the underlying
hedged commodity. Gains and losses related to commodity derivatives
which qualify as hedges of commodity commitments are recognized in
income when the underlying hedged physical transaction closes (the
deferral method) and are included in cost of gas in the Condensed
Consolidated Statements of Income.
6. The Company consummated the acquisition of the net assets of US Gas
Company, a small local propane company, on December 9, 1997 with the
issuance of 34,317 shares of common stock valued at a total of $617,706.
The acquisition was accounted for by the purchase method of accounting.
Goodwill will be amortized on a straight-line basis over a 15 year
period.
7. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share
(Statement 128). Statement 128 supersedes APB Opinion No. 15, Earnings
Per Share, and specifies the computation, presentation and disclosure
requirements for earnings per share (EPS) for entities with publicly-
held common stock or potential common stock. Statement 128 replaces
Primary EPS and Fully Diluted EPS per APB Opinion No. 15 with Basic EPS
and Diluted EPS, respectively. It also requires dual presentation of
Basic EPS and Diluted EPS on the face of the consolidated income
statement and requires a reconciliation of the numerator and denominator
of the Basic EPS computation to the numerator and denominator of the
Diluted
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------
CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------
UNAUDITED
- ---------
EPS computation. The Company adopted the provisions of Statement 128 on
October 1, 1997 retroactive to last year. The adoption of Statement 128
did not result in a difference between Basic EPS and Diluted EPS for the
current and prior periods; therefore, only the Basic EPS number is
reflected in the financial statements under the caption "Earnings per
Common Share."
8. Earnings per common share are based on the weighted average number of
shares outstanding during each period (1,542,418 and 1,481,990 for the
three-month periods ended December 31, 1997 and 1996, respectively) and
the weighted average number of shares outstanding assuming dilution
(1,547,476 and 1,483,915 for the three-month periods ended December 31,
1997 and 1996, respectively). The difference between the weighted
average number of shares relates to the dilutive effect of 5,058 and
1,925 shares for the three-month periods ended December 31, 1997 and
1996 associated with the assumed issuance of stock options as calculated
using the Treasury Stock method.
9. Both Roanoke Gas Company and Bluefield Gas Company operated manufactured
gas plants (MGPs) as a source of fuel for lighting and heating until the
early 1950's. The process involved heating coal in a low-oxygen
environment to produce a manufactured gas that could be distributed
through the Company's pipeline system to customers. A by-product of the
process was coal tar, and the potential exists for on-site tar waste
contaminants at both former plant sites. The extent of contaminants at
these sites is unknown at this time, and the Company has not performed
formal analyses of any environmental media at the Roanoke Gas Company
MGP site. An analysis at the Bluefield Gas Company site indicates some
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 statutes or regulations
related to the MGP sites and is not aware of any off-site contamination
or pollution as a result of these prior operations. Therefore, the
Company has no plans for subsurface remediation at either of the MGP
sites. Should the Company 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 State Corporation Commission
of Virginia related to environmental matters at other companies, the
Company believes it will be able to recover prudently incurred costs.
Additionally, a stipulated rate case agreement between the Company and
the West Virginia Public Service Commission recognizes the Company's
right to defer MGP clean-up costs, should any be incurred, and to seek
rate relief for such costs. If the Company eventually incurs costs
associated with a required clean-up of either MGP site, the Company
anticipates recording a regulatory asset for such clean-up costs which
are anticipated to be recoverable in future rates. Based on anticipated
regulatory actions and current practices, management believes that any
costs incurred related to the previously-mentioned environmental matters
will not have a material effect on the Company's consolidated financial
position, although there can be no assurance this will be the case.
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
There were two reports on Form 8-K filed for the three months
ended December 31, 1997. Both reports were filed in regard to
the change in independent accountants from KPMG Peat Marwick LLP
to Deloitte & Touche LLP beginning with the fiscal year ended
September 30, 1998. The first report was dated November 14,
1997, and the second report was dated December 19, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROANOKE GAS COMPANY
Date: February 10, 1998 By: /s/Roger L. Baumgardner
-----------------------
Roger L. Baumgardner
Vice President/Secretary,
Treasurer and Principal
Accounting Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANICAL INFORMATION EXTRACTED FROM ROANOKE GAS
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOR THE QUARTER
ENDED DECEMBER 31, 1997, AS SET FORTH IN THE COMPANY'S QUARTERLY REPORT ON FORM
10-Q, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 44,436,964
<OTHER-PROPERTY-AND-INVEST> 5,385,601
<TOTAL-CURRENT-ASSETS> 22,153,666
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 846,333
<TOTAL-ASSETS> 72,822,564
<COMMON> 7,857,825
<CAPITAL-SURPLUS-PAID-IN> 5,839,002
<RETAINED-EARNINGS> 8,814,866
<TOTAL-COMMON-STOCKHOLDERS-EQ> 22,511,693
0
0
<LONG-TERM-DEBT-NET> 18,779,000
<SHORT-TERM-NOTES> 11,847,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 599,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 22,958
<OTHER-ITEMS-CAPITAL-AND-LIAB> 19,062,913
<TOT-CAPITALIZATION-AND-LIAB> 72,822,564
<GROSS-OPERATING-REVENUE> 20,796,021
<INCOME-TAX-EXPENSE> 638,173
<OTHER-OPERATING-EXPENSES> 18,085,903
<TOTAL-OPERATING-EXPENSES> 18,724,076
<OPERATING-INCOME-LOSS> 2,071,945
<OTHER-INCOME-NET> 65,820
<INCOME-BEFORE-INTEREST-EXPEN> 2,137,765
<TOTAL-INTEREST-EXPENSE> 593,531
<NET-INCOME> 1,544,234
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,544,234
<COMMON-STOCK-DIVIDENDS> 417,223
<TOTAL-INTEREST-ON-BONDS> 205,070
<CASH-FLOW-OPERATIONS> (1,875,796)
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 1.00
</TABLE>
