Kentucky
|
61-0458329
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
3617 Lexington Road, Winchester, Kentucky
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40391
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
|
Common Stock $1 Par Value
|
NASDAQ
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
£
No
x
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes
£
No
x
|
Large accelerated filer
£
|
Accelerated filer
x
|
Non-accelerated filer
£
(Do not check if a smaller reporting company)
|
Smaller reporting company
£
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
£
No
x
|
PART I
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Page Number
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Item 1
.
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Business
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2
|
|
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Item 1A
.
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Risk Factors
|
10
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Item 1B
.
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Unresolved Staff Comments
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13
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Item 2
.
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Properties
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13
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Item 3
.
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Legal Proceedings
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14
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Item 4
.
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(Not Applicable)
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14
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PART II
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Item 5
.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
14
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Item 6
.
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Selected Financial Data
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17
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Item 7
.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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18
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Item 7A
.
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Quantitative and Qualitative Disclosures About Market Risk
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28
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Item 8
.
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Financial Statements and Supplementary Data
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29
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Item 9
.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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30
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Item 9A
.
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Controls and Procedures
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30
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Item 9B
.
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Other Information
|
32
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PART III
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Item 10
.
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Directors, Executive Officers and Corporate Governance
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32
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Item 11
.
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Executive Compensation
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32
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Item 12
.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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33
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Item 13
.
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Certain Relationships and Related Transactions, and Director Independence
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33
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Item 14
.
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Principal Accountant Fees and Services
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33
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PART IV
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Item 15
.
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Exhibits and Financial Statement Schedules
|
34
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Signatures
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37
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Consolidated Statistics
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For the Years Ended June 30,
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|
2012
|
|
2011
|
|
2010
|
|
2009
|
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2008
|
|
|
|
|
|
|
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|
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Average Regulated Customers Served
|
|
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|
|
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|
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Residential
|
|
29,929
|
|
30,420
|
|
30,575
|
|
30,881
|
|
31,520
|
|
Commercial
|
|
4,890
|
|
4,949
|
|
4,957
|
|
5,009
|
|
5,107
|
|
Industrial
|
|
41
|
|
44
|
|
46
|
|
49
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
34,860
|
|
35,413
|
|
35,578
|
|
35,939
|
|
36,681
|
|
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|
|
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Operating Revenues
($000)
(a)
|
|
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Regulated (b)(c)
|
|
|
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|
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Residential sales
|
|
22,720
|
|
25,800
|
|
23,783
|
|
33,774
|
|
30,742
|
|
Commercial sales
|
|
14,026
|
|
16,672
|
|
15,894
|
|
24,125
|
|
21,171
|
|
Industrial sales
|
|
914
|
|
1,199
|
|
1,075
|
|
1,769
|
|
1,707
|
|
On-system transportation
|
|
4,780
|
|
4,830
|
|
4,421
|
|
4,118
|
|
4,461
|
|
Off-system transportation
|
|
3,595
|
|
3,670
|
|
3,650
|
|
3,786
|
|
3,864
|
|
Other
|
|
324
|
|
303
|
|
294
|
|
333
|
|
293
|
|
Total regulated revenues
|
|
46,359
|
|
52,474
|
|
49,117
|
|
67,905
|
|
62,238
|
|
|
|
|
|
|
|
|
|
|
|
|
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Non-regulated sales
|
|
31,423
|
|
34,343
|
|
30,746
|
|
41,159
|
|
54,438
|
|
Intersegment eliminations (d)
|
|
(3,704
|
)
|
(3,777
|
)
|
(3,441
|
)
|
(3,427
|
)
|
(4,019
|
)
|
|
|
|
|
|
|
|
|
|
|
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Total
|
|
74,078
|
|
83,040
|
|
76,422
|
|
105,637
|
|
112,657
|
|
|
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System Throughput
(Million Cu. Ft.)
(a)
|
|
|
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Regulated
|
|
|
|
|
|
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Residential sales
|
|
1,331
|
|
1,737
|
|
1,756
|
|
1,721
|
|
1,695
|
|
Commercial sales
|
|
1,027
|
|
1,310
|
|
1,331
|
|
1,346
|
|
1,286
|
|
Industrial sales
|
|
90
|
|
120
|
|
111
|
|
113
|
|
121
|
|
On-system transportation
|
|
4,724
|
|
4,830
|
|
4,533
|
|
4,215
|
|
4,975
|
|
Off-system transportation
|
|
11,225
|
|
11,531
|
|
11,039
|
|
11,908
|
|
12,623
|
|
Total regulated throughput
|
|
18,397
|
|
19,528
|
|
18,770
|
|
19,303
|
|
20,700
|
|
|
|
|
|
|
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|
|
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Non-regulated sales
|
|
6,455
|
|
6,010
|
|
4,787
|
|
4,219
|
|
5,394
|
|
Intersegment eliminations (d)
|
|
(6,326
|
)
|
(5,890
|
)
|
(4,692
|
)
|
(4,135
|
)
|
(5,276
|
)
|
|
|
|
|
|
|
|
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|
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Total
|
|
18,526
|
|
19,648
|
|
18,865
|
|
19,387
|
|
20,818
|
|
|
|
|
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|
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|
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Average Annual Consumption Per
|
|
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|
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Average Residential Customer
|
|
|
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|
|
|
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|
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(Thousand Cu. Ft.)
|
|
44
|
|
57
|
|
57
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|
56
|
|
54
|
|
|
|
|
|
|
|
|
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|
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Lexington, Kentucky Degree Days
|
|
|
|
|
|
|
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Actual
|
|
3,797
|
|
4,725
|
|
4,782
|
|
4,651
|
|
4,464
|
|
Percent of 30 year average
|
|
83
|
|
103
|
|
104
|
|
101
|
|
96
|
|
|
|
|
|
|
|
|
|
|
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·
|
increase utility costs related to operations, energy efficiency activities and compliance,
|
·
|
affect the demand for natural gas, and
|
·
|
increase
the prices we charge our utility customers.
|
|
|
Range of Stock Prices ($)
|
|
Dividends
|
|
||
|
|
High
|
|
Low
|
|
Per Share ($)
|
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Quarter
|
|
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Fiscal 2012
|
|
|
|
|
|
|
|
First
|
|
16.98
|
|
14.51
|
|
.175
|
|
Second
|
|
17.24
|
|
14.12
|
|
.175
|
|
Third
|
|
19.61
|
|
16.72
|
|
.175
|
|
Fourth
|
|
23.15
|
|
18.83
|
|
.175
|
|
|
|
|
|
|
|
|
|
Fiscal 2011
|
|
|
|
|
|
|
|
First
|
|
15.81
|
|
13.17
|
|
.17
|
|
Second
|
|
16.49
|
|
14.76
|
|
.17
|
|
Third
|
|
17.00
|
|
15.10
|
|
.17
|
|
Fourth
|
|
16.49
|
|
15.00
|
|
.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta
|
|
100
|
|
106
|
|
96
|
|
128
|
|
148
|
|
210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dow Jones Utilities Index
|
|
100
|
|
108
|
|
77
|
|
81
|
|
102
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard & Poor's 500 Stock Index
|
|
100
|
|
87
|
|
64
|
|
73
|
|
96
|
|
101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($000)
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Provided by operating activities
|
|
13,514
|
|
14,467
|
|
17,600
|
|
Used in investing activities
|
|
(7,012
|
)
|
(7,520
|
)
|
(5,052
|
)
|
Used in financing activities
|
|
(4,102
|
)
|
(4,246
|
)
|
(8,031
|
)
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
2,400
|
|
2,701
|
|
4,517
|
|
|
Payments Due by Fiscal Year
|
|||||||||||||||||||||
$(000)
|
|
|
2013 |
2014-2015 |
2016-2017 |
After 2017 |
Total |
|||||||||||||||
Interest payments (a) |
$
|
2,537
|
$
|
4,682
|
$
|
4,427
|
$
|
24,419
|
$
|
36,065
|
||||||||||||
Long-term debt (b)
|
1,500
|
3,000
|
3,000
|
50,500
|
58,000
|
|||||||||||||||||
Pension contributions (c)
|
2,300
|
1,000
|
1,000
|
4,500
|
8,800
|
|||||||||||||||||
Gas purchases (d)
|
391
|
-
|
-
|
-
|
391
|
|||||||||||||||||
Total contractual obligations (e)
|
$
|
6,728
|
$
|
8,682
|
$
|
8,427
|
$
|
79,419
|
$
|
103,256
|
||||||||||||
(a) | Our long-term debt, notes payable, customers' deposits and unrecognized tax positions all require interest payments. Interest payments are projected based on fiscal 2012 interest payments until the underlying obligation is satisfied. As of June 30, 2012, we have accrued $877,000 of interest related to a tax assessment issued to Delta Resources by the Kentucky Department of Revenue, as further discussed in Note 13 of the Notes to Consolidated Financial Statements. As of June 30, 2012, we have also accrued $10,000 of interest related to uncertain tax positions. These amounts have been excluded from the above table of contractual obligations as the timing of such payments is uncertain. |
(b) | See Note 10 of the Notes to Consolidated Financial Statements for a description of this debt. |
(c) | This represents currently projected contributions to the defined benefit plan through 2025, as recommended by our actuary and a $2,300,000 discretionary contribution made to the defined benefit plan in August, 2012. |
(d) | As of June 30, 2012, we had three contracts which had minimum purchase obligations. These contracts have various terms with the last contract expiring December, 2012. The remainder of our gas purchase contracts are either requirements-based contracts, or contracts with a minimum purchase obligation extending for a time period not exceeding one month. |
(e) | We have other long-term liabilities which include deferred income taxes ($37,732,000), regulatory liabilities ($1,381,000), asset retirement obligations ($3,824,000) and deferred compensation ($590,000). Based on the nature of these items their expected settlement dates cannot be estimated. |
·
|
The Company must at all times maintain a tangible net worth of at least $25,800,000.
|
·
|
The Company must at the end of each fiscal quarter maintain a total debt to capitalization ratio of no more than 70%. The total debt to capitalization ratio is calculated as the ratio of (i) the Company's total debt to (ii) the sum of the Company's shareholders' equity plus total debt.
|
·
|
The Company must maintain a fixed charge coverage ratio for the twelve months ending each quarter of not less than 1.20x. The fixed charge coverage ratio is calculated as the ratio of (i) the Company's earnings adjusted for certain unusual or non-recurring items, before interest, taxes, depreciation and amortization plus rental expense to (ii) the Company's interest and rental expense.
|
·
|
The Company may not pay aggregate dividends on its capital stock (plus amounts paid in redemption of its capital stock) in excess of the sum of $15,000,000 plus the Company's cumulative earnings after September 30, 2011 adjusted for certain unusual or non-recurring items.
|
·
|
with limited exceptions, granting or permitting liens on or security interests in our properties,
|
·
|
selling a subsidiary, except in limited circumstances,
|
·
|
incurring secured debt, or permitting a subsidiary to incur debt or issue preferred stock to any third party, in an aggregate amount that exceeds 10% of our tangible net worth,
|
·
|
changing the general nature of our business,
|
·
|
merging with another company, unless (i) we are the survivor of the merger or the survivor of the merger is another domestic company that assumes the 4.26% Series A Notes, (ii) there is no event of default under the 4.26% Series A Notes and (iii) the continuing company has a tangible net worth at least as high as our tangible net worth immediately prior to such merger, or
|
·
|
selling or transferring assets, other than (i) the sale of inventory in the ordinary course of business, (ii) the transfer of obsolete equipment and (iii) the transfer of other assets in any 12 month period where such assets constitute no more than 5% of the value of our tangible assets and, over any period of time, the cumulative value of all assets transferred may not exceed 15% of our tangible assets.
|
·
|
merge with another entity;
|
·
|
sell a material portion of our assets other than in the ordinary course of business,
|
·
|
issue stock which in the aggregate exceeds thirty-five percent (35%) of our outstanding shares of common stock, or
|
·
|
permit any person or group of related persons to hold more than twenty percent (20%) of the Company's outstanding shares of stock.
|
·
|
operational plans,
|
·
|
the cost and availability of our natural gas supplies,
|
·
|
capital expenditures,
|
·
|
sources and availability of funding for our operations and expansion,
|
·
|
anticipated growth and growth opportunities through system expansion and acquisition,
|
·
|
competitive conditions that we face,
|
·
|
production, storage, gathering, transportation, marketing and natural gas liquids activities,
|
·
|
acquisition of service franchises from local governments,
|
·
|
pension plan costs and management,
|
·
|
contractual obligations and cash requirements,
|
·
|
management of our gas supply and risks due to potential fluctuation in the price of natural gas,
|
·
|
revenues, income, margins and profitability,
|
·
|
efforts to purchase and transport locally produced natural gas,
|
·
|
recovery of regulatory assets,
|
·
|
litigation and other contingencies,
|
·
|
regulatory and legislative matters, and
|
·
|
dividends.
|
($000)
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Operating revenues (a)
|
|
74,078
|
|
83,040
|
|
76,422
|
|
Regulated purchased gas (a)
|
|
(15,703
|
)
|
(21,077
|
)
|
(20,518
|
)
|
Non-regulated purchased gas (a)
|
|
(23,380
|
)
|
(26,762
|
)
|
(23,582
|
)
|
|
|
|
|
|
|
|
|
Consolidated gross margin
|
|
34,995
|
|
35,201
|
|
32,322
|
|
(a)
|
amounts from the Consolidated Statements of Income included in Item 8. Financial Statements and Supplemental Data
|
($000)
|
|
2012
compared
to 2011
|
|
2011
compared
to 2010 |
|
||
|
|
|
|
|
|
|
|
Increase (decrease) in gross margins
|
|
|
|
|
|
||
|
Regulated segment
|
|
|
|
|
|
|
|
|
Natural gas sales
|
|
(641
|
)
|
2,360
|
|
|
|
On-system transportation
|
|
(50
|
)
|
409
|
|
|
|
Off-system transportation
|
|
(75
|
)
|
20
|
|
|
|
Other
|
|
25
|
|
9
|
|
|
|
Intersegment elimination (a)
|
|
73
|
|
(336
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(668
|
)
|
2,462
|
|
|
|
|
|
|
|
|
|
|
Non-regulated segment
|
|
|
|
|
|
|
|
|
Natural gas sales
|
|
(784
|
)
|
61
|
|
|
|
Natural gas liquids
|
|
1,360
|
|
-
|
|
|
|
Other
|
|
(41
|
)
|
20
|
|
|
|
Intersegment elimination (a)
|
|
(73
|
)
|
336
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
462
|
|
417
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in consolidated gross margins
|
|
(206
|
)
|
2,879
|
|
||
|
|
|
|
|
|
|
|
Percentage increase (decrease) in volumes
|
|
|
|
|
|
||
|
Regulated segment
|
|
|
|
|
|
|
|
|
Natural gas sales
|
|
(23
|
)
|
(1
|
)
|
|
|
On-system transportation
|
|
(2
|
)
|
7
|
|
|
|
Off-system transportation
|
|
(3
|
)
|
4
|
|
|
|
|
|
|
|
|
|
|
Non-regulated segment
|
|
|
|
|
|
|
|
|
Natural gas sales
|
|
7
|
|
26
|
|
(a) | Intersegment eliminations represent the natural gas transportation costs from the regulated segment to the non-regulated segment. |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
|
PAGE
|
|
|
Report of Independent Registered Public Accounting Firm
|
38
|
|
|
Consolidated Statements of Income for the years ended June 30, 2012, 2011 and 2010
|
39
|
|
|
Consolidated Statements of Cash Flows for the years ended June 30, 2012, 2011
and 2010
|
40
|
|
|
Consolidated Balance Sheets as of June 30, 2012 and 2011
|
42
|
|
|
Consolidated Statements of Changes in Shareholders' Equity for the years ended June 30, 2012, 2011 and 2010
|
44
|
|
|
Notes to Consolidated Financial Statements
|
45
|
|
|
Schedule II - Valuation and Qualifying Accounts for the years ended June 30, 2012, 2011 and 2010
|
69
|
|
Delta Natural Gas Company, Inc.
|
|
Attn: John B. Brown
|
|
3617 Lexington Road
|
|
Winchester, KY 40391
|
|
(859) 744-6171
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
|
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)
|
|
|
|
|
|
-
|
|
-
|
|
901,000 *
|
Item 15. | Exhibits and Financial Statement Schedules |
(a)
|
|
Financial Statements, Schedules and Exhibits
|
|
(1)
|
Financial Statements
See Index at Item 8
|
|
(2)
|
Financial Statement Schedules
See Index at Item 8
|
|
(3)
|
Exhibits
|
|
|
|
|
Exhibit No.
|
|
3.1
|
Registrant's Amended and Restated Articles of Incorporation (dated November 16, 2006) are incorporated herein by reference to Exhibit 3(i) to Registrant's Form 10-K/A (File No. 000-08788) for the period ended June 30, 2007.
|
|
3.2
|
Registrant's Amended and Restated By-Laws (dated September 24, 2010) are incorporated herein by reference to Exhibit 3.1 to Registrant's Form 8-K (File No. 000-8788) dated September 27, 2010.
|
|
4
|
Note Purchase and Private Shelf Agreement dated December 8, 2011 in respect of 4.26% Senior Notes, Series A, due December 20, 2031, is incorporated herein by reference to Exhibit 10.01 to Registrant's Form 8-K (File No. 000-08788) dated December 13, 2011.
|
|
10.01
|
Gas Sales Agreement, dated May 1, 2000 by and between Atmos Energy Marketing, LLC and Registrant is incorporated herein by reference to Exhibit 10(c) to Registrant's Form S-2/A (Reg. No. 333-100852) dated December 13, 2002.
|
|
10.02
|
Base Contract for Short-Term Sale and Purchase of Natural Gas, dated January 1, 2002, by and between M & B Gas Services, Inc. and Registrant, is incorporated herein by reference to Exhibit 10(n) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.03
|
Gas Sales Agreement, dated May 1, 2003, by and between Atmos Energy Marketing, LLC and Registrant is incorporated herein by reference to Exhibit 10(d) to Registrant's Form 10-K (File No. 000-08788) for the period ended June 30, 2003.
|
|
10.04
|
Gas Sales Agreement, dated May 1, 2010, by and between Atmos Energy Marketing, LLC and Registrant is filed herein.
|
|
10.05
|
Gas Transportation Agreement (Service Package 9069), dated December 19, 1994, by and between Tennessee Gas Pipeline Company and Registrant is incorporated herein by reference to Exhibit 10(e) to Registrant's Form S-2/A (Reg. No. 333-100852) dated December 13, 2002.
|
|
10.06
|
Agreement to transport natural gas between Nami Resources Company L.L.C. and Registrant, dated March 10, 2005, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated March 23, 2005.
|
|
10.07
|
Amendment, dated July 22, 2010, of agreement to transport natural gas between Nami Resources Company, L.L.C. and Registrant incorporated herein by reference to Exhibit 10(f) to Registrant's Form 10-K (File No. 000-08788), for the period ended June 30, 2010.
|
|
10.08
|
GTS Service Agreements, dated November 1, 1993 (Service Agreement Nos. 37,813, 37,814 and 37,815), and Appendix A to respective Service Agreements, effective November 1, 2010, by and between Columbia Gas Transmission Corporation and Registrant incorporated herein by reference to Exhibit 10(g) to Registrant's Form 10-K (File No. 000-08788), for the period ended June 30, 2010.
|
|
10.09
|
FTS1 Service Agreements, dated October 4, 1994, (Service Agreement Nos. 43,827, 43,828 and 43,829), and Appendix A to respective Service Agreements, effective November 1, 2010, by and between Columbia Gulf Transmission Corporation and Registrant incorporated herein by reference to Exhibit 10(h) to Registrant's Form 10-K (File No. 000-08788), for the period ended June 30, 2010.
|
|
10.10
|
Underground Gas Storage Lease and Agreement, dated March 9, 1994, by and between Equitable Resources Exploration, a division of Equitable Resources Energy Company, and Lonnie D. Ferrin and Amendment No. 1 and Novation to Underground Gas Storage Lease and Agreement, dated March 22, 1995, by and between Equitable Resources Exploration, Lonnie D. Ferrin and Registrant, is incorporated herein by reference to Exhibit 10(m) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.11
|
Oil and Gas Lease, dated July 19, 1995, by and between Meredith J. Evans and Helen Evans and Paddock Oil and Gas, Inc.; Assignment, dated June 15, 1995, by Paddock Oil and Gas, Inc., as assignor, to Lonnie D. Ferrin, as assignee; Assignment, dated August 31, 1995, by Paddock Oil and Gas, Inc., as assignor, to Lonnie D. Ferrin, as assignee; and Assignment and Assumption Agreement, dated November 10, 1995, by and between Lonnie D. Ferrin and Registrant, is incorporated herein by reference to Exhibit 10(o) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.12
|
Gas Storage Lease, dated October 4, 1995, by and between Judy L. Fuson, Guardian of Jamie Nicole Fuson, a minor, and Lonnie D. Ferrin and Assignment and Assumption Agreement, dated November 10, 1995, by and between Lonnie D. Ferrin and Registrant is incorporated herein by reference to Exhibit 10(j) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.13
|
Gas Storage Lease, dated November 6, 1995, by and between Thomas J. Carnes, individually and as Attorney-in-fact and Trustee for the individuals named therein, and Registrant, is incorporated herein by reference to Exhibit 10(k) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.14
|
Deed and Perpetual Gas Storage Easement, dated December 21, 1995, by and between Katherine M. Cornelius, William Cornelius, Frances Carolyn Fitzpatrick, Isabelle Fitzpatrick Smith and Kenneth W. Smith and Registrant is incorporated herein by reference to Exhibit 10(l) to Registrant's Form S-2 (Reg. No. 333-104301) dated April 4, 2003.
|
|
10.15
|
Loan Agreement, dated October 31, 2002, by and between Branch Banking and Trust Company and Registrant is incorporated herein by reference to Exhibit 10(i) to Registrant's Form S-2/A (Reg. No. 333-100852) dated December 13, 2002.
|
|
10.16
|
Promissory Note, in the original principal amount of $40,000,000, made by Registrant to the order of Branch Banking and Trust Company, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 10-Q (File No. 000-08788) for the period ended September 30, 2002.
|
|
10.17
|
Modification Agreement extending to October 31, 2004 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 10-Q (File No. 000-08788) for the period ended September 30, 2003.
|
|
10.18
|
Modification Agreement extending to October 31, 2005 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 10-Q (File No. 000-08788) for the period ended September 30, 2004.
|
|
10.19
|
Modification Agreement extending to October 31, 2007 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated August 19, 2005.
|
|
10.20
|
Modification Agreement extending to October 31, 2009 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 10-Q (File No. 000-08788) for the period ended September 30, 2007.
|
|
10.21
|
Modification Agreement extending to June 30, 2011 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated June 30, 2009.
|
|
10.22
|
Modification Agreement extending to June 30, 2013 the Promissory Note and Loan Agreement dated October 31, 2002 between Branch Banking and Trust Company and Registrant, is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated June 30, 2011.
|
|
10.23
|
Employment agreement dated March 1, 2000, between Glenn R. Jennings, Registrant's Chairman of the Board, President and Chief Executive Officer, and Registrant, is incorporated herein by reference to Exhibit (k) to Registrant's Form 10-Q (File No. 000-08788) dated March 31, 2000.
|
|
10.24
|
Officer agreements dated March 1, 2000, between two officers, those being John B. Brown and Johnny L. Caudill, and Registrant, are incorporated herein by reference to Exhibit 10(k) to Registrant's Form 10‑Q (File No. 000-08788) for the period ended March 31, 2000.
|
|
10.25
|
Officer agreement dated November 20, 2008, between Brian S. Ramsey and Registrant is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated November 21, 2008.
|
|
10.26
|
Officer agreement dated November 19, 2010, between Matthew D. Wesolosky and Registrant is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated November 24, 2010.
|
|
|
10.27
|
Supplemental retirement benefit agreement and trust agreement between Glenn R. Jennings and Registrant is incorporated herein by reference to Exhibit 10(a) to Registrant's Form 8-K (File No. 000-08788) dated February 25, 2005.
|
|||||
|
|
10.28
|
Registrant's Amended and Restated Dividend Reinvestment and Stock Purchase Plan, dated November 17, 2005, is incorporated herein by reference to Exhibit 99(b) to Registrant's S-3D (Reg. No. 333-130301) dated December 14, 2005.
|
|||||
|
|
10.29
|
Registrant's Incentive Compensation Plan, dated January 1, 2008, is incorporated herein by reference to Exhibit 4.1 to Registrant's S-8 (Reg. No. 333-165210) dated March 4, 2010.
|
|||||
|
|
10.30
|
Notices of Performance Shares Award between four officers, those being John B. Brown, Johnny L. Caudill, Glenn R. Jennings, and Brian S. Ramsey, and Registrant, are incorporated herein by reference to Exhibits 10.3, 10.4, 10.5 and 10.6 of Registrant's Form 8-K (File No. 000-08788) dated August 20, 2010.
|
|||||
|
|
10.31
|
Notices of Performance Shares Award between five officers, those being John B. Brown, Johnny L. Caudill, Glenn R. Jennings, Brian S. Ramsey and Matthew D. Wesolosky and Registrant, are incorporated herein by reference to Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 of Registrant's Form 8-K (File No. 000-08788) dated August 16, 2011.
|
|||||
|
|
10.32
|
Notices of Performance Shares Award between five officers, those being John B. Brown, Johnny L. Caudill, Glenn R. Jennings, Brian S. Ramsey and Matthew D. Wesolosky and Registrant, are incorporated herein by reference to Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5 of Registrant's Form 8-K (File No. 000-08788) dated August 21, 2012.
|
|||||
|
|
10.33
|
Settlement and Release Agreement, dated September 12, 2011, between the "Chartis Parties" and Registrant, incorporated herein by reference to Exhibit 10(a) of Registrant's Form 8-K (File No. 000-08788) dated September 14, 2011.
|
|||||
|
|
12
|
Computation of the Consolidated Ratio of Earnings to Fixed Charges.
|
|||||
|
|
21
|
Subsidiaries of the Registrant.
|
|||||
|
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
|||||
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||||
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|||||
|
|
32.1
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||||
|
|
32.2
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|||||
|
101.INS
|
XBRL Instance Document
|
|
|
||||
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
||||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
||||
|
101.DEF
|
XBRL Taxonomy Extension Definition Database
|
|
|
||||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
||||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
||||
|
|
|
Attached as Exhibit 101 to this Annual Report are the following documents formatted in extensible business reporting language (XBRL):
|
|
||||
|
|
|
(i)
|
|
Document and Entity Information;
|
|
||
|
|
|
(ii)
|
|
Consolidated Statements of Income for the years ended June 30, 2012, 2011 and 2010;
|
|
||
|
|
|
(iii)
|
|
Consolidated Statements of Cash Flows for the years ended June 30, 2012, 2011 and 2010;
|
|
||
|
|
|
(iv)
|
|
Consolidated Balance Sheets as of June 30, 2012 and 2011;
|
|
||
|
|
|
(v)
|
|
Consolidated Statements of Changes in Shareholders' Equity for the years ended June 30, 2012, 2011 and 2010;
|
|
||
|
|
|
(vi)
|
|
Notes to Consolidated Financial Statements;
|
|
||
|
|
|
(vii)
|
|
Schedule II – Valuation and Qualifying Accounts for the years ended June 30, 2012, 2011 and 2010.
|
|
||
|
|
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospects for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. We also make available on our web site the Interactive Data Files submitted as Exhibit 101 to this Annual Report.
|
|
|
DELTA NATURAL GAS COMPANY, INC.
|
|
|
|
By:
/s/Glenn R. Jennings
|
|
Glenn R. Jennings
|
|
Chairman of the Board, President and Chief
Executive Officer
|
(i)
Principal Executive Officer:
|
|
|
|
|
|
/s/Glenn R. Jennings
|
Chairman of the Board, President
|
August 28, 2012
|
(Glenn R. Jennings)
|
and Chief Executive Officer
|
|
|
|
|
(ii)
Principal Financial Officer
|
|
|
|
|
|
/s/John B. Brown
|
Chief Financial Officer,
|
August 28, 2012
|
(John B. Brown)
|
Treasurer and Secretary
|
|
|
|
|
(iii) Principal Accounting Officer:
|
|
|
|
|
|
/s/ Matthew D. Wesolosky
|
Vice President - Controller
|
August 28, 2012
|
(Matthew D. Wesolosky)
|
|
|
|
|
|
(iv)
A Majority of the Board of Directors:
|
|
|
|
|
|
/s/Glenn R. Jennings
|
Chairman of the Board, President
|
August 28, 2012
|
(Glenn R. Jennings)
|
and Chief Executive Officer
|
|
|
|
|
/s/Lanny D. Greer
|
Director
|
August 28, 2012
|
(Lanny D. Greer)
|
|
|
|
|
|
/s/Edward J. Holmes
|
Director
|
August 28, 2012
|
(Edward J. Holmes)
|
|
|
|
|
|
/s/Michael J. Kistner
|
Director
|
August 28, 2012
|
(Michael J. Kistner)
|
|
|
|
|
|
/s/Lewis N. Melton
|
Director
|
August 28, 2012
|
(Lewis N. Melton)
|
|
|
|
|
|
/s/Arthur E. Walker, Jr.
|
Director
|
August 28, 2012
|
(Arthur E. Walker, Jr.)
|
|
|
|
|
|
/s/Michael R. Whitley
|
Director
|
August 28, 2012
|
(Michael R. Whitley)
|
|
|
|
|
|
Delta Natural Gas Company, Inc.
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Consolidated Statements of Income
|
|
|
|
|||||||||
|
|
|
|
|||||||||
For the Years Ended June 30,
|
2012
|
2011
|
2010
|
|||||||||
|
||||||||||||
Operating Revenues
|
||||||||||||
Regulated revenues
|
$
|
42,655,378
|
$
|
48,697,530
|
$
|
45,675,860
|
||||||
Non-regulated revenues
|
31,422,944
|
34,342,721
|
30,746,208
|
|||||||||
Total operating revenues
|
$
|
74,078,322
|
$
|
83,040,251
|
$
|
76,422,068
|
||||||
|
||||||||||||
Operating Expenses
|
||||||||||||
Regulated purchased gas
|
$
|
15,703,114
|
$
|
21,077,548
|
$
|
20,518,120
|
||||||
Non-regulated purchased gas
|
23,380,426
|
26,761,726
|
23,582,209
|
|||||||||
Operation and maintenance
|
13,651,689
|
14,065,725
|
13,456,449
|
|||||||||
Depreciation and amortization
|
5,923,775
|
5,156,973
|
3,941,353
|
|||||||||
Taxes other than income taxes
|
2,154,090
|
1,916,485
|
2,019,443
|
|||||||||
Total operating expenses
|
$
|
60,813,094
|
$
|
68,978,457
|
$
|
63,517,574
|
||||||
|
||||||||||||
Operating Income
|
$
|
13,265,228
|
$
|
14,061,794
|
$
|
12,904,494
|
||||||
|
||||||||||||
Other Income and Deductions, Net
|
$
|
75,170
|
$
|
151,506
|
$
|
108,800
|
||||||
|
||||||||||||
Interest Charges
|
||||||||||||
Interest on long-term debt
|
$
|
2,984,413
|
$
|
3,584,772
|
$
|
3,606,086
|
||||||
Other interest
|
984,612
|
116,763
|
175,843
|
|||||||||
Amortization of debt expense
|
329,231
|
387,263
|
387,263
|
|||||||||
Total interest charges
|
$
|
4,298,256
|
$
|
4,088,798
|
$
|
4,169,192
|
||||||
|
||||||||||||
|
||||||||||||
Net Income Before Income Taxes
|
$
|
9,042,142
|
$
|
10,124,502
|
$
|
8,844,102
|
||||||
|
||||||||||||
Income Tax Expense
|
$
|
3,258,144
|
$
|
3,759,607
|
$
|
3,192,285
|
||||||
|
||||||||||||
Net Income
|
$
|
5,783,998
|
$
|
6,364,895
|
$
|
5,651,817
|
||||||
|
||||||||||||
Earnings Per Common Share
(Note 11)
|
||||||||||||
Basic
|
$
|
.85
|
$
|
.95
|
$
|
.85
|
||||||
Diluted
|
$
|
.85
|
$
|
.95
|
$
|
.85
|
||||||
|
||||||||||||
Dividends Declared Per Common Share
|
$
|
.70
|
$
|
.68
|
$
|
.65
|
Delta Natural Gas Company, Inc.
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Consolidated Statements of Cash Flows
|
|
|
|
|||||||||
|
|
|
|
|||||||||
For the Years Ended June 30,
|
2012
|
2011
|
2010
|
|||||||||
|
||||||||||||
Cash Flows From Operating Activities
|
||||||||||||
Net income
|
$
|
5,783,998
|
$
|
6,364,895
|
$
|
5,651,817
|
||||||
|
||||||||||||
Adjustments to reconcile net income to net
|
||||||||||||
cash from operating activities
|
||||||||||||
Depreciation and amortization
|
6,334,647
|
5,640,916
|
4,448,496
|
|||||||||
Deferred income taxes and investment
|
||||||||||||
tax credits
|
2,513,400
|
2,536,234
|
5,015,750
|
|||||||||
Change in cash surrender value of officer's
|
||||||||||||
life insurance
|
153
|
(58,744
|
)
|
(28,829
|
)
|
|||||||
Share-based compensation
|
712,144
|
526,859
|
-
|
|||||||||
|
||||||||||||
(Increase) decrease in assets
|
||||||||||||
Accounts receivable
|
(1,407,711
|
)
|
(1,833,298
|
)
|
(845,479
|
)
|
||||||
Gas in storage
|
(121,547
|
)
|
(605,529
|
)
|
3,541,037
|
|||||||
Deferred gas cost
|
(7,581
|
)
|
(81,799
|
)
|
(939,969
|
)
|
||||||
Materials and supplies
|
(51,724
|
)
|
20,629
|
143,764
|
||||||||
Prepayments
|
(2,606,809
|
)
|
1,874,828
|
(1,473,433
|
)
|
|||||||
Other assets
|
(548,470
|
)
|
(34,260
|
)
|
(285,347
|
)
|
||||||
|
||||||||||||
Increase (decrease) in liabilities
|
||||||||||||
Accounts payable
|
(3,518,540
|
)
|
1,936,487
|
1,706,121
|
||||||||
Accrued taxes
|
2,695,526
|
122,358
|
256,066
|
|||||||||
Asset retirement obligations
|
1,085,920
|
(1,351,841
|
)
|
761,374
|
||||||||
Other liabilities
|
2,650,640
|
(591,014
|
)
|
(351,057
|
)
|
|||||||
|
||||||||||||
Net cash provided by operating activities
|
$
|
13,514,046
|
$
|
14,466,721
|
$
|
17,600,311
|
||||||
|
||||||||||||
Cash Flows From Investing Activities
|
||||||||||||
Capital expenditures
|
$
|
(7,337,115
|
)
|
$
|
(8,123,479
|
)
|
$
|
(5,275,194
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
183,678
|
171,641
|
161,949
|
|||||||||
Other
|
141,530
|
431,897
|
60,422
|
|||||||||
Net cash used in investing activities
|
$
|
(7,011,907
|
)
|
$
|
(7,519,941
|
)
|
$
|
(5,052,823
|
)
|
|||
|
Delta Natural Gas Company, Inc.
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Consolidated Statements of Cash Flows (continued)
|
|
|
|
|||||||||
|
|
|
|
|||||||||
For the Years Ended June 30,
|
2012
|
2011
|
2010
|
|||||||||
|
||||||||||||
Cash Flows From Financing Activities
|
||||||||||||
Dividends on common shares
|
$
|
(4,762,257
|
)
|
$
|
(4,562,284
|
)
|
$
|
(4,323,439
|
)
|
|||
Issuance of common shares
|
697,775
|
677,544
|
432,610
|
|||||||||
Debt issuance costs
|
(107,904
|
)
|
-
|
-
|
||||||||
Issuance of long-term debt
|
58,000,000
|
-
|
-
|
|||||||||
Excess tax benefit from share-based compensation
|
21,563
|
-
|
-
|
|||||||||
Repayment of long-term debt
|
(57,951,006
|
)
|
(360,993
|
)
|
(487,000
|
)
|
||||||
Borrowings on bank line of credit
|
17,697,829
|
17,824,196
|
25,205,557
|
|||||||||
Repayment of bank line of credit
|
(17,697,829
|
)
|
(17,824,196
|
)
|
(28,858,660
|
)
|
||||||
|
||||||||||||
Net cash used in financing activities
|
$
|
(4,101,829
|
)
|
$
|
(4,245,733
|
)
|
$
|
(8,030,932
|
)
|
|||
|
||||||||||||
|
||||||||||||
Net Increase in Cash and Cash Equivalents
|
$
|
2,400,310
|
$
|
2,701,047
|
$
|
4,516,556
|
||||||
|
||||||||||||
|
||||||||||||
Cash and Cash Equivalents, Beginning of Year
|
7,340,192
|
4,639,145
|
122,589
|
|||||||||
|
||||||||||||
|
||||||||||||
Cash and Cash Equivalents, End of Year
|
$
|
9,740,502
|
$
|
7,340,192
|
$
|
4,639,145
|
||||||
|
||||||||||||
Supplemental Disclosures of Cash Flow Information
|
||||||||||||
|
||||||||||||
Cash paid during the year for
|
||||||||||||
Interest
|
$
|
3,795,590
|
$
|
3,702,692
|
$
|
3,785,630
|
||||||
Income taxes (net of refunds)
|
$
|
1,011,138
|
$
|
(124,861
|
)
|
$
|
(676,439
|
)
|
||||
|
||||||||||||
Significant non-cash transactions
|
||||||||||||
Accrued capital expenditures
|
$
|
336,543
|
$
|
340,670
|
$
|
460,357
|
||||||
Loss on extinguishment of debt recognized as a
regulatory asset (Note 10)
|
$
|
1,896,000
|
$
|
-
|
$
|
-
|
Delta Natural Gas Company, Inc.
|
|
|
||||||
|
|
|
||||||
Consolidated Balance Sheets
|
|
|
||||||
|
|
|
||||||
As of June 30,
|
2012
|
2011
|
||||||
|
||||||||
Assets
|
||||||||
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
9,740,502
|
$
|
7,340,192
|
||||
Accounts receivable, less accumulated allowances for doubtful
|
8,028,937
|
6,540,702
|
||||||
accounts of $157,000 and $190,000 in 2012 and 2011,
|
||||||||
respectively
|
||||||||
Gas in storage, at average cost (Notes 1 and 16)
|
6,932,807
|
6,811,260
|
||||||
Deferred gas costs (Notes 1 and 14)
|
3,386,292
|
3,378,711
|
||||||
Materials and supplies, at average cost
|
557,118
|
555,883
|
||||||
Prepayments
|
2,393,674
|
2,113,224
|
||||||
|
||||||||
Total current assets
|
$
|
31,039,330
|
$
|
26,739,972
|
||||
|
||||||||
Property, Plant and Equipment
|
$
|
217,172,542
|
$
|
211,409,336
|
||||
Less - Accumulated provision for depreciation
|
(82,835,542
|
)
|
(78,232,077
|
)
|
||||
|
||||||||
Net property, plant and equipment
|
$
|
134,337,000
|
$
|
133,177,259
|
||||
|
||||||||
Other Assets
|
||||||||
Cash surrender value of life insurance
|
||||||||
(face amount of $941,000 and $1,178,000 in 2012 and 2011, respectively)
|
$
|
307,125
|
$
|
508,808
|
||||
Prepaid Pension (Note 6)
|
-
|
3,141,116
|
||||||
Regulatory assets (Note 1)
|
16,517,812
|
8,823,310
|
||||||
Unamortized debt expense (Notes 1 and 10)
|
104,104
|
1,994,788
|
||||||
Other non-current assets
|
589,992
|
510,986
|
||||||
|
||||||||
Total other assets
|
$
|
17,519,033
|
$
|
14,979,008
|
||||
|
||||||||
Total assets
|
$
|
182,895,363
|
$
|
174,896,239
|
Delta Natural Gas Company, Inc.
|
|
|
||||||
|
|
|
||||||
Consolidated Balance Sheets (continued)
|
|
|
||||||
|
|
|
||||||
As of June 30,
|
2012
|
2011
|
||||||
|
||||||||
Liabilities and Shareholders' Equity
|
||||||||
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$
|
4,325,653
|
$
|
8,201,249
|
||||
Current portion of long-term debt (Note 10)
|
1,500,000
|
1,200,000
|
||||||
Accrued taxes
|
4,154,064
|
1,447,094
|
||||||
Customers' deposits
|
853,061
|
643,692
|
||||||
Accrued interest on debt
|
1,026,387
|
852,952
|
||||||
Accrued vacation
|
736,856
|
707,544
|
||||||
Deferred income taxes
|
1,130,581
|
1,092,255
|
||||||
Other liabilities
|
436,281
|
317,867
|
||||||
|
||||||||
Total current liabilities
|
$
|
14,162,883
|
$
|
14,462,653
|
||||
|
||||||||
Long-Term Debt
(Note 10)
|
$
|
56,500,000
|
$
|
56,751,006
|
||||
|
||||||||
Long-Term Liabilities
|
||||||||
Deferred income taxes
|
$
|
37,732,457
|
$
|
35,114,249
|
||||
Investment tax credits
|
62,700
|
86,700
|
||||||
Regulatory liabilities (Note 1)
|
1,380,838
|
1,507,928
|
||||||
Accrued pension
|
2,307,260
|
-
|
||||||
Asset retirement obligations (Note 4)
|
3,823,724
|
2,560,796
|
||||||
Other long-term liabilities
|
705,094
|
645,723
|
||||||
|
||||||||
Total long-term liabilities
|
$
|
46,012,073
|
$
|
39,915,396
|
||||
|
||||||||
Commitments and Contingencies
(Note 13)
|
||||||||
|
||||||||
Total liabilities
|
$
|
116,674,956
|
$
|
111,129,055
|
||||
|
||||||||
Shareholders' Equity
|
||||||||
Common shares ($1.00 par value), 20,000,000 shares authorized; 6,803,941 and 6,732,344 shares outstanding at June 30, 2012 and June 30, 2011, respectively
|
$
|
6,803,941
|
$
|
6,732,344
|
||||
Premium on common shares
|
44,048,201
|
42,688,316
|
||||||
Retained earnings
|
15,368,265
|
14,346,524
|
||||||
|
||||||||
Total shareholders' equity
|
$
|
66,220,407
|
$
|
63,767,184
|
||||
|
||||||||
Total liabilities and shareholders' equity
|
$
|
182,895,363
|
$
|
174,896,239
|
Delta Natural Gas Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders' Equity
|
|
|
|
|
Year Ended June 30, 2012
|
|||||||||||||||
|
Common Shares
|
Premium on Common Shares
|
Retained Earnings
|
Shareholders' Equity
|
||||||||||||
|
|
|
|
|
||||||||||||
Balance, beginning of period (Note 14)
|
$
|
6,732,344
|
$
|
42,688,316
|
$
|
14,346,524
|
$
|
63,767,184
|
||||||||
Net income
|
-
|
-
|
5,783,998
|
5,783,998
|
||||||||||||
Issuance of common shares
|
38,929
|
658,846
|
-
|
697,775
|
||||||||||||
Issuance of common shares under the
|
||||||||||||||||
incentive compensation plan
|
32,668
|
304,373
|
-
|
337,041
|
||||||||||||
Share-based compensation expense
|
-
|
375,103
|
-
|
375,103
|
||||||||||||
Tax benefit from share-based compensation
|
-
|
21,563
|
-
|
21,563
|
||||||||||||
Dividends on common shares
|
-
|
-
|
(4,762,257
|
)
|
(4,762,257
|
)
|
||||||||||
|
||||||||||||||||
Balance, end of period
|
$
|
6,803,941
|
$
|
44,048,201
|
$
|
15,368,265
|
$
|
66,220,407
|
|
Year Ended June 30, 2011
|
|||||||||||||||
|
Common Shares
|
Premium on Common Shares
|
Retained Earnings
|
Shareholders' Equity
|
||||||||||||
|
|
|
|
|
||||||||||||
Balance, beginning of period (Note 14)
|
$
|
6,669,712
|
$
|
41,546,545
|
$
|
12,543,913
|
$
|
60,760,170
|
||||||||
Net income
|
-
|
-
|
6,364,895
|
6,364,895
|
||||||||||||
Issuance of common shares
|
44,632
|
632,912
|
-
|
677,544
|
||||||||||||
Issuance of common shares under the
|
||||||||||||||||
incentive compensation plan
|
18,000
|
245,970
|
-
|
263,970
|
||||||||||||
Share-based compensation expense
|
-
|
262,889
|
-
|
262,889
|
||||||||||||
Dividends on common shares
|
-
|
-
|
(4,562,284
|
)
|
(4,562,284
|
)
|
||||||||||
|
||||||||||||||||
Balance, end of period
|
$
|
6,732,344
|
$
|
42,688,316
|
$
|
14,346,524
|
$
|
63,767,184
|
|
Year Ended June 30, 2010
|
|||||||||||||||
|
Common Shares
|
Premium on Common Shares
|
Retained Earnings
|
Shareholders' Equity
|
||||||||||||
|
|
|
|
|
||||||||||||
Balance, beginning of period (Note 14)
|
$
|
6,636,092
|
$
|
41,147,555
|
$
|
11,215,535
|
$
|
58,999,182
|
||||||||
Net income
|
-
|
-
|
5,651,817
|
5,651,817
|
||||||||||||
Issuance of common shares
|
33,620
|
398,990
|
-
|
432,610
|
||||||||||||
Issuance of common shares under the
|
||||||||||||||||
incentive compensation plan
|
-
|
-
|
-
|
-
|
||||||||||||
Share-based compensation expense
|
-
|
-
|
-
|
-
|
||||||||||||
Dividends on common shares
|
-
|
-
|
(4,323,439
|
)
|
(4,323,439
|
)
|
||||||||||
|
||||||||||||||||
Balance, end of period
|
$
|
6,669,712
|
$
|
41,546,545
|
$
|
12,543,913
|
$
|
60,760,170
|
($000)
|
|
2012
|
|
2011
|
|
|
|
|
|
Regulated segment
|
|
|
|
|
Distribution, transmission and storage
|
|
192,107
|
|
182,041
|
General, miscellaneous and intangibles
|
|
21,963
|
|
21,847
|
Construction work in progress
|
|
724
|
|
5,142
|
Total regulated segment
|
|
214,794
|
|
209,030
|
|
|
|
|
|
Non-regulated segment
|
|
2,379
|
|
2,379
|
Total property, plant and equipment
|
|
217,173
|
|
211,409
|
(000)
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Unbilled revenues ($)
|
|
1,358
|
|
1,437
|
|
Unbilled gas costs ($)
|
|
392
|
|
410
|
|
Unbilled volumes (Mcf)
|
|
46
|
|
58
|
|
($000)
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Regulatory assets
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Deferred gas costs
|
|
3,386
|
|
3,379
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
Conservation/efficiency program expenses
|
|
236
|
|
206
|
|
Loss on extinguishment of debt
|
|
3,636
|
|
1,967
|
|
Asset retirement obligations
|
|
3,001
|
|
2,391
|
|
Accrued pension
|
|
9,537
|
|
4,069
|
|
Regulatory case expenses
|
|
108
|
|
190
|
|
Total other assets
|
|
16,518
|
|
8,823
|
|
|
|
|
|
|
|
Total regulatory assets
|
|
19,904
|
|
12,202
|
|
|
|
|
|
|
|
Regulatory liabilities
|
|
|
|
|
|
Long-term liabilities
|
|
|
|
|
|
Accrued cost of removal on long-lived assets
|
|
338
|
|
346
|
|
Regulatory liability for deferred income taxes
|
|
1,043
|
|
1,162
|
|
Total regulatory liabilities
|
|
1,381
|
|
1,508
|
|
•
|
Level 1 -
|
Observable inputs consisting of quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 -
|
Inputs, other than quoted prices in active markets, that are observable either directly or
indirectly; and
|
•
|
Level 3 -
|
Unobservable inputs which require the reporting entity to develop its own assumptions.
|
|
|
|
|
|
|
|
|
|
($000)
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust assets
|
|
|
|
|
|
|
|
Money market
|
6
|
|
5
|
|
|
|
|
U.S. equity securities
|
364
|
|
320
|
|
|
|
|
U.S. fixed income securities
|
220
|
|
186
|
|
|
|
|
|
590
|
|
511
|
|
|
|
2012
|
2011
|
|||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
|
($000)
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
4.26% Series A Notes
|
58,000
|
|
59,027
|
|
-
|
|
-
|
|
7% Debentures
|
-
|
|
-
|
|
19,410
|
|
18,988
|
|
5.75% Insured Quarterly Notes
|
-
|
|
-
|
|
38,541
|
|
34,400
|
|
|
|
|
|
|
($000)
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Asset Retirement Obligations
|
|
|
|
|
|
Balance, Beginning of Period
|
|
2,561
|
|
2,201
|
|
Liabilities incurred
|
|
16
|
|
1
|
|
Liabilities settled
|
|
(552
|
)
|
(434
|
)
|
Accretion
|
|
207
|
|
167
|
|
Revisions in estimated cash flows
|
|
1,592
|
|
626
|
|
Balance, End of Period
|
|
3,824
|
|
2,561
|
|
($000)
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Components of Income Tax Expense
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
Federal
|
|
525
|
|
956
|
|
(1,709
|
)
|
State
|
|
220
|
|
276
|
|
(115
|
)
|
Total
|
|
745
|
|
1,232
|
|
(1,824
|
)
|
Deferred
|
|
2,513
|
|
2,528
|
|
5,016
|
|
Income tax expense
|
|
3,258
|
|
3,760
|
|
3,192
|
|
(%)
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Statutory federal income tax rate
|
|
34.0
|
|
34.0
|
|
34.0
|
|
State income taxes, net of federal benefit
|
|
4.0
|
|
4.0
|
|
4.0
|
|
Amortization of investment tax credits
|
|
(0.3
|
)
|
(0.3
|
)
|
(0.3
|
)
|
Other differences, net
|
|
(1.7
|
)
|
(0.6
|
)
|
(1.6
|
)
|
Effective income tax rate
|
|
36.0
|
|
37.1
|
|
36.1
|
|
($000)
|
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
Balance, Beginning of Period
|
|
|
|
266
|
|
194
|
|
Gross increases
|
|
|
|
|
|
|
|
Tax positions in prior period
|
|
|
|
131
|
|
102
|
|
Gross decreases
|
|
|
|
|
|
|
|
Tax positions in prior period
|
|
|
|
(197
|
)
|
(30
|
)
|
Balance, End of Period
|
|
|
|
200
|
|
266
|
|
|
|
|
|
|
|
|
|
($000)
|
|
2012
|
|
2011
|
|
|
|
|
|
Change in Benefit Obligation
|
|
|
|
|
Benefit obligation at beginning of year
|
|
17,915
|
|
16,506
|
Service cost
|
|
921
|
|
939
|
Interest cost
|
|
921
|
|
854
|
Actuarial loss
|
|
3,994
|
|
64
|
Benefits paid
|
|
(473
|
)
|
(448)
|
Benefit obligation at end of year
|
|
23,278
|
|
17,915
|
|
|
|
|
|
Change in Plan Assets
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
21,056
|
|
15,288
|
Actual return on plan assets
|
|
(112
|
)
|
4,216
|
Employer contributions
|
|
500
|
|
2,000
|
Benefits paid
|
|
(473
|
)
|
(448)
|
Fair value of plan assets at end of year
|
|
20,971
|
|
21,056
|
Recognized Amounts
|
|
|
|
|
Projected benefit obligation
|
|
(23,278
|
)
|
(17,915)
|
Plan assets at fair value
|
|
20,971
|
|
21,056
|
Funded status
|
|
(2,307
|
)
|
3,141
|
|
|
|
|
|
Net amount recognized as prepaid (accrued) benefit costs on the Consolidated Balance Sheets
|
|
(2,307
|
)
|
3,141
|
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
Items Not Yet Recognized as a Component of Net Periodic Benefit Costs
|
|
|
|
|
|
Prior service cost
|
|
(489
|
)
|
(576
|
)
|
Net loss
|
|
10,026
|
|
4,645
|
|
Amounts recognized as regulatory assets
|
|
9,537
|
|
4,069
|
|
($000)
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
Service cost
|
|
921
|
|
939
|
|
727
|
|
Interest cost
|
|
921
|
|
854
|
|
855
|
|
Expected return on plan assets
|
|
(1,474
|
)
|
(1,079
|
)
|
(953
|
)
|
Amortization of unrecognized net loss
|
|
200
|
|
501
|
|
497
|
|
Amortization of prior service cost
|
|
(87
|
)
|
(86
|
)
|
(86
|
)
|
Net periodic benefit cost
|
|
481
|
|
1,129
|
|
1,040
|
|
|
|
|
|
|
|
|
|
Weighted-Average % Assumptions Used to
Determine Benefit Obligations |
|
|
|
|
|
|
|
Discount rate
|
|
4.0
|
|
5.25
|
|
5.25
|
|
Rate of compensation increase
|
|
4.0
|
|
4.0
|
|
4.0
|
|
|
|
|
|
|
|
|
|
Weighted-Average % Assumptions Used to
Determine Net Periodic Benefit Cost |
|
|
|
|
|
|
|
Discount rate
|
|
5.25
|
|
5.25
|
|
6.25
|
|
Expected long-term return on plan assets
|
|
7.0
|
|
7.0
|
|
7.0
|
|
Rate of compensation increase
|
|
4.0
|
|
4.0
|
|
4.0
|
|
|
|
|
|
Actual Allocation
|
||
|
|
Target
|
|
|
||
(%)
|
|
Allocation
|
|
2012
|
|
2011
|
Asset Class (a)
|
|
|
|
|
|
|
Cash
|
|
2
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Equity Securities
|
|
|
|
|
|
|
U.S. Equity Securities
|
|
48
|
|
48
|
|
47
|
Foreign Equity Securities
|
|
14
|
|
13
|
|
16
|
Domestic Real Estate
|
|
6
|
|
13
|
|
12
|
|
|
68
|
|
74
|
|
75
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
30
|
|
26
|
|
25
|
|
|
100
|
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
($000)
|
|
2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Asset Class (a)
|
|
|
|
|
|
|
|
|
Cash
|
|
31
|
|
31
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Exchange Traded Mutual Funds
|
|
|
|
|
|
|
|
|
U.S. Equity Securities
|
|
696
|
|
696
|
|
-
|
|
-
|
Fixed Income Securities
|
|
1,115
|
|
1,115
|
|
-
|
|
-
|
Foreign Equity Securities
|
|
1,062
|
|
1,062
|
|
-
|
|
-
|
Domestic Real Estate Securities
|
|
2,737
|
|
2,737
|
|
-
|
|
-
|
|
|
5,610
|
|
5,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trusts
|
|
|
|
|
|
|
|
|
Short-Term Income Fund
|
|
148
|
|
-
|
|
148
|
|
-
|
U.S. Fixed Income Fund
|
|
2,202
|
|
-
|
|
2,202
|
|
-
|
Global Equity Growth Fund
|
|
2,472
|
|
-
|
|
2,472
|
|
-
|
Global Equity Value Fund
|
|
1,136
|
|
-
|
|
1,136
|
|
-
|
U.S. Equity Index Fund
|
|
2,098
|
|
-
|
|
2,098
|
|
-
|
Foreign Equity Index Fund
|
|
1,694
|
|
-
|
|
1,694
|
|
-
|
Blended Fund (b)
|
|
5,580
|
|
-
|
|
5,580
|
|
-
|
|
|
15,330
|
|
-
|
|
15,330
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
|
|
20,971
|
|
5,641
|
|
15,330
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($000)
|
|
2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
Asset Class (a)
|
|
|
|
|
|
|
|
|
Cash
|
|
21
|
|
21
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Exchange Traded Mutual Funds
|
|
|
|
|
|
|
|
|
U.S. Equity Securities
|
|
717
|
|
717
|
|
-
|
|
-
|
Fixed Income Securities
|
|
1,098
|
|
1,098
|
|
-
|
|
-
|
Foreign Equity Securities
|
|
1,263
|
|
1,263
|
|
-
|
|
-
|
Domestic Real Estate Securities
|
|
2,442
|
|
2,442
|
|
-
|
|
-
|
|
|
5,520
|
|
5,520
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Common Collective Trusts
|
|
|
|
|
|
|
|
|
Short-Term Income Fund
|
|
68
|
|
-
|
|
68
|
|
-
|
U.S. Fixed Income Fund
|
|
2,179
|
|
-
|
|
2,179
|
|
-
|
Global Equity Growth Fund
|
|
2,559
|
|
-
|
|
2,559
|
|
-
|
Global Equity Value Fund
|
|
1,150
|
|
-
|
|
1,150
|
|
-
|
U.S. Equity Index Fund
|
|
2,000
|
|
-
|
|
2,000
|
|
-
|
Foreign Equity Index Fund
|
|
2,039
|
|
-
|
|
2,039
|
|
-
|
Blended Fund (b)
|
|
5,520
|
|
-
|
|
5,520
|
|
-
|
|
|
15,515
|
|
-
|
|
15,515
|
|
-
|
|
|
|
|
|
|
|
|
|
Total
|
|
21,056
|
|
5,541
|
|
15,515
|
|
-
|
|
|
|
|
|
|
|
|
|
·
|
The Company must at all times maintain a tangible net worth of at least $25,800,000.
|
·
|
The Company must at the end of each fiscal quarter maintain a total debt to capitalization ratio of no more than 70%. The total debt to capitalization ratio is calculated as the ratio of (i) the Company's total debt to (ii) the sum of the Company's shareholders' equity plus total debt.
|
·
|
The Company must maintain a fixed charge coverage ratio for the twelve months ending each quarter of not less than 1.20x. The fixed charge coverage ratio is calculated as the ratio of (i) the Company's earnings adjusted for certain unusual or non-recurring items, before interest, taxes, depreciation and amortization plus rental expense to (ii) the Company's interest and rental expense.
|
·
|
The Company may not pay aggregate dividends on its capital stock (plus amounts paid in redemption of its capital stock) in excess of the sum of $15,000,000 plus the Company's cumulative earnings after September 30, 2011 adjusted for certain unusual or non-recurring items.
|
Requirement
|
Actual
|
||||
|
|
|
|||
Tangible net worth
|
no less than $25,800,000
|
$
|
64,306,718
|
||
Debt to capitalization ratio
|
no more than 70%
|
47
|
%
|
||
Fixed charge coverage ratio
|
no less than 1.20x
|
6.02x
|
|||
Dividends paid
|
no more than $21,662,000
|
$
|
3,575,000
|
·
|
with limited exceptions, granting or permitting liens on or security interests in our properties,
|
·
|
selling a subsidiary, except in limited circumstances,
|
·
|
incurring secured debt, or permitting a Subsidiary to incur debt or issue preferred stock to any third party, in an aggregate amount that exceeds 10% of our tangible net worth,
|
·
|
changing the general nature of our business,
|
·
|
merging with another company, unless (i) we are the survivor of the merger or the survivor of the merger is another domestic company that assumes the 4.26% Series A Notes, (ii) there is no event of default under the 4.26% Series A Notes and (iii) the continuing company has a tangible net worth at least as high as our tangible net worth immediately prior to such merger, or
|
·
|
selling or transferring assets, other than (i) the sale of inventory in the ordinary course of business, (ii) the transfer of obsolete equipment and (iii) the transfer of other assets in any 12 month period where such assets constitute no more than 5% of the value of our tangible assets and, over any period of time, the cumulative value of all assets transferred may not exceed 15% of our tangible assets.
|
·
|
merge with another entity,
|
·
|
sell a material portion of our assets other than in the ordinary course of business,
|
·
|
issue stock which in the aggregate exceeds thirty-five percent (35%) of our outstanding shares of common stock, or
|
·
|
permit any person or group of related persons to hold more than twenty percent (20%) of the Company's outstanding shares of stock.
|
(11) | Earnings per Share |
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
||||
Numerator - Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Income ($000)
|
|
5,784
|
|
6,365
|
|
5,652
|
|
|
|
|
|
|
|
||||
Dividends paid ($000)
|
|
(4,762
|
)
|
(4,562
|
)
|
(4,323
|
)
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Undistributed earnings ($000)
|
|
1,022
|
|
1,803
|
|
1,329
|
|
|
|
|
|
|
|
||||
Percentage allocated to common shares (a)
|
|
99.6
|
%
|
99.9
|
%
|
100.00
|
%
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Undistributed earnings allocated to common
shares ($000)
|
|
1,018
|
|
1,801
|
|
1,329
|
|
|
|
|
|
|
|
||||
Dividends declared allocated to common shares ($000)
|
|
4,747
|
|
4,557
|
|
4,323
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income available to common shares ($000)
|
|
5,765
|
|
6,358
|
|
5,652
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator - Basic
|
|||||||||||||||||
Weighted-average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common shares (b)
|
|
6,777,186
|
|
6,707,224
|
|
6,652,320
|
|
|
|
|
|
|
|
||||
Incremental unvested non-participating
shares (b)(c)
|
|
-
|
|
5,580
|
|
-
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator - Diluted
|
|
6,777,186
|
|
6,712,804
|
|
6,652,320
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per common share net income ($)(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
.85
|
|
.95
|
|
.85
|
|
|
|
|
|
|
|
||||
Diluted
|
|
.85
|
|
.95
|
|
.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Percentage allocated to common shares - weighted average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding (b)
|
|
6,777,186
|
|
6,707,224
|
|
6,652,320
|
|
|
|
|
|
|
|
Unvested participating shares (b)(d)
|
|
28,082
|
|
8,000
|
|
-
|
|
|
|
|
|
|
|
Total
|
|
6,805,268
|
|
6,715,224
|
|
6,652,320
|
|
|
|
|
|
|
|
Percentage allocated to common shares
|
|
99.6
|
%
|
99.9
|
%
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) | In accordance with the provisions of our incentive compensation plan, all unvested shares have been adjusted for the two-for-one stock split distributed in May, 2012, as further discussed in Note 17 of the Notes to Consolidated Financial Statements. |
(c) | Under our Incentive Compensation Plan, recipients of performance share awards receive unvested non-participating shares, as further discussed in Note 18 of the Notes to Consolidated Financial Statements. Unvested non-participating shares become dilutive in the interim quarter-end in which the performance objective is met. If the performance objective continues to be met through the end of the performance period, these shares become unvested participating shares as of the fiscal year-end, as further discussed in (d). The weighted average number of unvested non-participating shares outstanding during a period is included in the diluted earnings per common share calculation using the treasury stock method, unless the effect of including such shares would be antidilutive. |
(d) | Certain awards under our shareholder approved incentive compensation plan, as further discussed in Note 18 of the Notes to Consolidated Financial Statements, provide the recipients of the awards all the rights of a shareholder of Delta including a right to dividends declared on common shares. Any unvested shares which are participating in dividends are considered participating securities and are included in our computation of basic and diluted earnings per share using the two-class method unless the effect of including such shares would be antidilutive. There were 48,000 and 32,000 unvested participating shares outstanding as of June 30, 2012 and 2011, respectively. There were no unvested participating shares as of June 30, 2010. |
($000)
|
|
2012
|
|
2011
|
|
2010
|
|
Operating Revenues
|
|
|
|
|
|
|
|
Regulated
|
|
|
|
|
|
|
|
External customers
|
|
42,655
|
|
48,697
|
|
45,676
|
|
Intersegment
|
|
3,704
|
|
3,777
|
|
3,441
|
|
Total regulated
|
|
46,359
|
|
52,474
|
|
49,117
|
|
Non-regulated
|
|
|
|
|
|
|
|
External customers
|
|
31,423
|
|
34,343
|
|
30,746
|
|
Eliminations for intersegment
|
|
(3,704
|
)
|
(3,777
|
)
|
(3,441
|
)
|
Total operating revenues
|
|
74,078
|
|
83,040
|
|
76,422
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
Regulated
|
|
|
|
|
|
|
|
Purchased gas
|
|
15,703
|
|
21,078
|
|
20,518
|
|
Depreciation
|
|
5,871
|
|
5,037
|
|
3,823
|
|
Other
|
|
13,909
|
|
14,318
|
|
15,105
|
|
Total regulated
|
|
35,483
|
|
40,433
|
|
39,446
|
|
Non-regulated
|
|
|
|
|
|
|
|
Purchased gas
|
|
23,380
|
|
26,762
|
|
23,582
|
|
Depreciation
|
|
53
|
|
120
|
|
118
|
|
Other
|
|
5,601
|
|
5,440
|
|
3,813
|
|
Total non-regulated
|
|
29,034
|
|
32,322
|
|
27,513
|
|
Eliminations for intersegment
|
|
(3,704
|
)
|
(3,777
|
)
|
(3,441
|
)
|
Total operating expenses
|
|
60,813
|
|
68,978
|
|
63,518
|
|
|
|
|
|
|
|
|
|
Other Income and Deductions, Net
|
|
|
|
|
|
|
|
Regulated
|
|
77
|
|
153
|
|
108
|
|
Non-regulated
|
|
(2
|
)
|
(1
|
)
|
-
|
|
Total other income and deductions
|
|
75
|
|
152
|
|
108
|
|
|
|
|
|
|
|
|
|
Interest Charges
|
|
|
|
|
|
|
|
Regulated
|
|
3,366
|
|
4,029
|
|
4,055
|
|
Non-regulated
|
|
932
|
|
60
|
|
114
|
|
Total interest charges
|
|
4,298
|
|
4,089
|
|
4,169
|
|
Income Tax Expense
|
|
|
|
|
|
|
|
Regulated
|
|
2,772
|
|
3,012
|
|
2,008
|
|
Non-regulated
|
|
486
|
|
748
|
|
1,184
|
|
Total income tax expense
|
|
3,258
|
|
3,760
|
|
3,192
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
Regulated
|
|
4,990
|
|
5,153
|
|
3,717
|
|
Non-regulated
|
|
794
|
|
1,212
|
|
1,935
|
|
Total net income
|
|
5,784
|
|
6,365
|
|
5,652
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Regulated
|
|
174,454
|
|
168,997
|
|
164,871
|
|
Non-regulated
|
|
8,441
|
|
5,899
|
|
3,761
|
|
Total assets
|
|
182,895
|
|
174,896
|
|
168,632
|
|
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
|
|
|
|
|
Regulated
|
|
7,163
|
|
8,120
|
|
5,275
|
|
Non-regulated
|
|
174
|
|
3
|
|
-
|
|
Total capital expenditures
|
|
7,337
|
|
8,123
|
|
5,275
|
|
(18) | Share-Based Compensation |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
($000)
|
2012
|
|
2011
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
712
|
|
527
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|||||||
|
Number of shares
|
Weighted-average grant date fair value
|
||||||
|
|
|
||||||
Unvested shares at June 30, 2010
|
-
|
$
|
-
|
|||||
Granted (1)
|
32,000
|
$
|
14.67
|
|||||
Vested
|
-
|
-
|
||||||
Forfeited
|
-
|
-
|
Unvested shares at June 30, 2011
|
32,000
|
$
|
14.67
|
|||||
Granted (1) |
36,000
|
$
|
15.32
|
|||||
Vested
|
(11,000
|
)
|
(14.67
|
) | ||||
Forfeited (2)
|
(9,000
|
)
|
(15.32
|
) | ||||
Unvested shares at June 30, 2012
|
48,000
|
$
|
15.03
|
(1)
|
Represents the maximum number of shares which could be issued based on achieving the performance criteria.
|
(2)
|
Adjusts the maximum number of shares which could have been issued in (1) to the actual number of shares which will be issued based on the actual performance criteria achieved.
|
Quarter Ended |
Operating
Revenues |
Operating
Income
|
Net Income (Loss) |
Basic
Earnings (Loss) per Common Share |
Diluted
Earnings (Loss) per Common Share
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Fiscal 2012
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
September 30
|
$
|
12,896,327
|
$
|
566,101
|
$
|
(797,126
|
)
|
$
|
(.12
|
)
|
$
|
(.12
|
)
|
|||||||
December 31
|
22,526,345
|
4,984,294
|
2,512,238
|
.37
|
.37
|
|||||||||||||||
March 31
|
26,716,070
|
6,971,971
|
3,925,295
|
.58
|
.58
|
|||||||||||||||
June 30
|
11,939,580
|
742,862
|
143,591
|
.02
|
.02
|
|||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Fiscal 2011
|
||||||||||||||||||||
|
||||||||||||||||||||
September 30
|
$
|
10,016,478
|
$
|
234,448
|
$
|
(416,177
|
)
|
$
|
(.06
|
)
|
$
|
(.06
|
)
|
|||||||
December 31
|
23,756,304
|
5,282,172
|
2,694,024
|
.40
|
.40
|
|||||||||||||||
March 31
|
35,355,010
|
7,945,879
|
4,331,090
|
.64
|
.64
|
|||||||||||||||
June 30
|
13,912,459
|
599,295
|
(244,042
|
)
|
(.03
|
)
|
(.03
|
)
|
||||||||||||
|
||||||||||||||||||||
|
Column A
|
Column B
|
Column C
|
Column D
|
Column E
|
||||||||||||||||
|
|
Additions
|
Deductions
|
|
||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
|
|
Charged to
|
|
|
|||||||||||||||
|
Balance at
|
Charged to
|
Other
|
Amounts
|
|
|||||||||||||||
|
Beginning of
|
Costs and
|
Accounts -
|
Charged Off
|
Balance at
|
|||||||||||||||
Description
|
Period
|
Expenses
|
Recoveries
|
Or Paid
|
End of Period
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Deducted From the Asset to
Which it Applies -
Allowance for doubtful
accounts for the years ended:
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
June 30, 2012
|
$
|
190,000
|
$
|
127,891
|
$
|
168,204
|
$
|
329,095
|
$
|
157,000
|
||||||||||
June 30, 2011
|
273,000
|
67,359
|
170,810
|
321,169
|
190,000
|
|||||||||||||||
June 30, 2010
|
819,000
|
(163,088
|
)
|
71,866
|
454,778
|
273,000
|
||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
|
Date:
|
|
Contract No.:
|
|
Seller:
|
Atmos Energy Marketing, LLC
|
Buyer:
|
Delta Natural Gas Company Inc.
|
|
381 Riverside Drive - Suite 120
|
|
3617 Lexington Road
|
|
Franklin, TN37064
|
|
Winchester, KY 40391-9797
|
Attn:
|
Zachry H. Littrell
|
Attn:
|
Brian Ramsey
|
Phone:
|
615-595-2878
|
Phone:
|
(859) 744-6171 Ext. 158
|
Fax:
|
615-794-0947
|
Fax:
|
(859) 744-3623
|
Email:
|
Zac.littrell@atmosenergy.com
|
Email:
|
bramsey@deltagas.com
|
Payment Address:
Bank of America
|
Invoice Address:
|
|
|
|
Dallas,
TX 75284-7311
|
|
Delta Natural Gas Company Inc.
|
|
ABA
#111 000 012
|
|
3617 Lexington Road
|
|
Atmos Energy Marketing, LLC
|
|
Winchester, KY 40391-9797
|
|
Acct.
#375 1561125
|
|
|
Date:
|
|
Transaction Confirmation
#:
|
|
Seller:
|
Atmos Energy Marketing, LLC
|
Buyer:
|
Delta Natural Gas Company Inc.
|
|
2000 Warrington Way, Suite 230
|
|
3617 Lexington Road
|
|
Louisville, KY 40222
|
|
Winchester, KY 40391-9797
|
Attn:
|
Trevor Atkins
|
Attn:
|
Brian Ramsey
|
Phone:
|
502-326-1381
|
Phone:
|
(859) 744-6171 Ext. 158
|
Fax:
|
502-326-1411
|
Fax:
|
(859) 744-3623
|
Email:
|
trevor.atkins@atmosenergy.com
|
Email:
|
bramsey@deltagas.com
|
Begin Flow Date
|
End Flow Date
|
Contract
Quantity MMBtus/Day
|
Contract Price
(US$/MMBtu)
|
||
|
|
|
|
|
|
May 1, 2010
|
Aril 30, 2011
|
Up to 1,000
|
NYMEX Last Day Settle
|
TETCO ELA- M2
|
$0.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
5,783,998
|
|
$
|
6,364,895
|
|
$
|
5,651,817
|
|
$
|
5,210,729
|
|
$
|
6,829,868
|
|
Provisions for income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
taxes (a)
|
|
|
3,258,144
|
|
|
3,759,607
|
|
|
3,192,285
|
|
|
3,008,396
|
|
|
4,146,900
|
|
Fixed charges
|
|
|
4,321,256
|
|
|
4,112,798
|
|
|
4,194,192
|
|
|
4,553,657
|
|
|
4,796,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,363,398
|
|
$
|
14,237,300
|
|
$
|
13,038,294
|
|
$
|
12,772,782
|
|
$
|
15,773,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on debt (a)
|
|
$
|
3,969,025
|
|
$
|
3,701,535
|
|
$
|
3,781,929
|
|
$
|
4,140,394
|
|
$
|
4,383,223
|
|
Amortization of debt
|
|
|
329,231
|
|
|
387,263
|
|
|
387,263
|
|
|
387,263
|
|
|
387,266
|
|
One third of rental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expense
|
|
|
23,000
|
|
|
24,000
|
|
|
25,000
|
|
|
26,000
|
|
|
26,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,321,256
|
|
$
|
4,112,798
|
|
$
|
4,194,192
|
|
$
|
4,553,657
|
|
$
|
4,796,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fixed charges
|
|
|
3.09
|
x
|
|
3.46
|
x
|
|
3.11
|
x
|
|
2.80
|
x
|
|
3.29
|
x
|
(a) | Interest accrued on uncertain tax positions, in accordance with Accounting Standards Codification Topic 740 – Income Taxes, is presented in income taxes on the 2012, 2011, 2010 and 2009 Consolidated Statements of Income. This interest has been excluded from the determination of fixed charges. |
1. | I have reviewed this annual report on Form 10-K of Delta Natural Gas Company, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
DATE: August 28, 2012
|
|
/s/Glenn R. Jennings
|
|
|
Glenn R. Jennings
Chairman of the Board, President and Chief Executive Officer
|
1. | I have reviewed this annual report on Form 10-K of Delta Natural Gas Company, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
DATE: August 28, 2012
|
|
/s/John B. Brown
|
|
|
John B. Brown
Chief Financial Officer, Treasurer and Secretary
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta Natural Gas Company, Inc. |
DATE: August 28, 2012
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/s/Glenn R. Jennings
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Glenn R. Jennings
Chairman of the Board, President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Delta Natural Gas Company, Inc. |
DATE: August 28, 2012
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/s/John B. Brown
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John B. Brown
Chief Financial Officer, Treasurer and Secretary
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