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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Kentucky
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61-0458329
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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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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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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PART I -
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FINANCIAL INFORMATION
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ITEM 1.
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Financial Statements
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Condensed Consolidated Statements of Income (Loss) (Unaudited) for the three months ended September 30, 2015 and 2014
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Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended September 30, 2015 and 2014
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Condensed Consolidated Balance Sheets (Unaudited) as of September 30, 2015 and June 30, 2015
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Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) for the three months ended September 30, 2015 and 2014
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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ITEM 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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ITEM 3.
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Quantitative and Qualitative Disclosures About Market Risk
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ITEM 4.
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Controls and Procedures
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PART II -
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OTHER INFORMATION
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ITEM 1.
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Legal Proceedings
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ITEM 1A.
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Risk Factors
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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ITEM 3.
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Defaults Upon Senior Securities
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Other Information
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ITEM 6.
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Exhibits
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Signatures
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Three Months Ended
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|
||||||
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September 30,
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||||||
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2015
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2014
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||||
OPERATING REVENUES
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|
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||||
Regulated revenues
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$
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5,833,925
|
|
|
$
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6,143,373
|
|
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Non-regulated revenues
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4,559,498
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7,177,932
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Total operating revenues
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$
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10,393,423
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$
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13,321,305
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|
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||||
OPERATING EXPENSES
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||||
Regulated purchased natural gas
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$
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986,623
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$
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1,496,697
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Non-regulated purchased natural gas
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3,654,917
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5,648,315
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Operation and maintenance
|
3,489,044
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3,723,885
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Depreciation and amortization
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1,642,013
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|
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1,505,502
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Taxes other than income taxes
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753,375
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786,845
|
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Total operating expenses
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$
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10,525,972
|
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$
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13,161,244
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||||
OPERATING INCOME (LOSS)
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$
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(132,549
|
)
|
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$
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160,061
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OTHER DEDUCTIONS, NET
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(79,160
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)
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(17,455
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)
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INTEREST CHARGES
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641,935
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659,608
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NET INCOME (LOSS) BEFORE INCOME TAXES
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$
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(853,644
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)
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$
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(517,002
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)
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INCOME TAX EXPENSE (BENEFIT)
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(329,187
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)
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(205,877
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)
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NET INCOME (LOSS)
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$
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(524,457
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)
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$
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(311,125
|
)
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||||
EARNINGS (LOSS) PER COMMON SHARE (Note 11)
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Basic and Diluted
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$
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(.08
|
)
|
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$
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(.05
|
)
|
|
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||||
DIVIDENDS DECLARED PER COMMON SHARE
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$
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.205
|
|
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$
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.20
|
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Three Months Ended
|
||||||
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September 30,
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||||||
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2015
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|
2014
|
||||
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||||
CASH FLOWS FROM OPERATING ACTIVITIES
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|
|
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||||
Net income (loss)
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$
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(524,457
|
)
|
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$
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(311,125
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities
|
|
|
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||||
Depreciation and amortization
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1,701,213
|
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1,566,402
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Deferred income taxes and investment tax credits
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660,622
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|
|
666,016
|
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Change in cash surrender value of officer's life insurance
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22,275
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2,886
|
|
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Share-based compensation
|
245,987
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|
|
615,350
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Excess tax deficiency from share-based compensation
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(7,581
|
)
|
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(9,574
|
)
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||
Increase in assets
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(4,289,597
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)
|
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(4,564,190
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)
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||
Decrease in liabilities
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(737,332
|
)
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(1,018,637
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)
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||
|
|
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|
||||
Net cash used in operating activities
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$
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(2,928,870
|
)
|
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$
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(3,052,872
|
)
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||||
CASH FLOWS FROM INVESTING ACTIVITIES
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|
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|
||||
Capital expenditures
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$
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(2,125,746
|
)
|
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$
|
(2,536,904
|
)
|
Proceeds from sale of property, plant and equipment
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133,571
|
|
|
31,936
|
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||
|
|
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|
||||
Net cash used in investing activities
|
$
|
(1,992,175
|
)
|
|
$
|
(2,504,968
|
)
|
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|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
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|
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|
||||
Dividends on common shares
|
$
|
(1,453,344
|
)
|
|
$
|
(1,407,975
|
)
|
Issuance of common shares
|
147,731
|
|
|
132,232
|
|
||
Excess tax benefit from share-based compensation
|
2,073
|
|
|
18,823
|
|
||
Payment of minimum tax withholdings on share-based compensation
|
(240,900
|
)
|
|
—
|
|
||
|
|
|
|
||||
Net cash used in financing activities
|
$
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(1,544,440
|
)
|
|
$
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(1,256,920
|
)
|
|
|
|
|
||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
$
|
(6,465,485
|
)
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|
$
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(6,814,760
|
)
|
|
|
|
|
||||
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
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16,924,278
|
|
|
13,675,918
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS,
END OF PERIOD
|
$
|
10,458,793
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|
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$
|
6,861,158
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|
|
September 30,
|
|
June 30,
|
||||
|
2015
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
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|
||||
CURRENT ASSETS
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|
|
|
||||
Cash and cash equivalents
|
$
|
10,458,793
|
|
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$
|
16,924,278
|
|
Accounts receivable, less accumulated allowances
|
|
|
|
||||
for doubtful accounts of $210,000 and $258,000, respectively
|
5,543,076
|
|
|
5,760,550
|
|
||
Natural gas in storage, at average cost
|
7,202,419
|
|
|
4,634,162
|
|
||
Deferred natural gas costs
|
887,298
|
|
|
—
|
|
||
Materials and supplies, at average cost
|
515,736
|
|
|
543,563
|
|
||
Prepayments
|
4,497,602
|
|
|
3,347,187
|
|
||
Total current assets
|
$
|
29,104,924
|
|
|
$
|
31,209,740
|
|
|
|
|
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
$
|
238,262,528
|
|
|
$
|
236,780,490
|
|
Less-Accumulated provision for depreciation
|
(99,978,019
|
)
|
|
(98,741,351
|
)
|
||
Net property, plant and equipment
|
$
|
138,284,509
|
|
|
$
|
138,039,139
|
|
|
|
|
|
||||
OTHER ASSETS
|
|
|
|
||||
Cash surrender value of life insurance
|
$
|
398,908
|
|
|
$
|
421,183
|
|
Prepaid pension
|
1,942,975
|
|
|
2,145,969
|
|
||
Regulatory assets
|
15,069,244
|
|
|
14,917,823
|
|
||
Unamortized debt expense
|
82,104
|
|
|
83,704
|
|
||
Other non-current assets
|
916,700
|
|
|
977,312
|
|
||
Total other assets
|
$
|
18,409,931
|
|
|
$
|
18,545,991
|
|
|
|
|
|
||||
Total assets
|
$
|
185,799,364
|
|
|
$
|
187,794,870
|
|
|
September 30,
|
|
June 30,
|
||||
|
2015
|
|
2015
|
||||
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
4,534,921
|
|
|
$
|
5,426,395
|
|
Current portion of long-term debt
|
1,500,000
|
|
|
1,500,000
|
|
||
Accrued taxes
|
1,550,232
|
|
|
1,472,401
|
|
||
Customers' deposits
|
589,550
|
|
|
600,788
|
|
||
Accrued interest on debt
|
115,076
|
|
|
112,296
|
|
||
Accrued vacation
|
780,783
|
|
|
749,031
|
|
||
Deferred income taxes
|
419,177
|
|
|
140,929
|
|
||
Regulatory liability - refundable natural gas costs
|
—
|
|
|
756
|
|
||
Other current liabilities
|
570,917
|
|
|
610,238
|
|
||
Total current liabilities
|
$
|
10,060,656
|
|
|
$
|
10,612,834
|
|
|
|
|
|
||||
LONG-TERM DEBT
|
$
|
52,000,000
|
|
|
$
|
52,000,000
|
|
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
||||
Deferred income taxes
|
$
|
42,391,821
|
|
|
$
|
41,989,138
|
|
Investment tax credits
|
8,100
|
|
|
10,800
|
|
||
Regulatory liabilities
|
1,124,967
|
|
|
1,137,758
|
|
||
Asset retirement obligations
|
3,861,593
|
|
|
3,795,590
|
|
||
Other long-term liabilities
|
961,064
|
|
|
1,027,096
|
|
||
Total long-term liabilities
|
$
|
48,347,545
|
|
|
$
|
47,960,382
|
|
|
|
|
|
||||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
|
|
|
||||
Total liabilities
|
$
|
110,408,201
|
|
|
$
|
110,573,216
|
|
|
|
|
|
||||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Common shares ($1.00 par value), 20,000,000 shares
|
|
|
|
||||
authorized, 7,064,932 and 7,026,500 shares
|
|
|
|
||||
outstanding at September 30, 2015 and June 30,
|
|
|
|
||||
2015, respectively
|
$
|
7,064,932
|
|
|
$
|
7,026,500
|
|
Premium on common shares
|
48,844,486
|
|
|
48,735,608
|
|
||
Retained earnings
|
19,481,745
|
|
|
21,459,546
|
|
||
Total shareholders' equity
|
$
|
75,391,163
|
|
|
$
|
77,221,654
|
|
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
185,799,364
|
|
|
$
|
187,794,870
|
|
|
Three Months Ended September 30, 2015
|
||||||||||||||
|
Common Shares
|
|
Premium on Common Shares
|
|
Retained Earnings
|
|
Shareholders' Equity
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
7,026,500
|
|
|
$
|
48,735,608
|
|
|
$
|
21,459,546
|
|
|
$
|
77,221,654
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
(524,457
|
)
|
|
(524,457
|
)
|
||||
Issuance of common shares
|
7,222
|
|
|
140,509
|
|
|
—
|
|
|
147,731
|
|
||||
Issuance of common shares under the
|
|
|
|
|
|
|
|
||||||||
incentive compensation plan, net of cancellations
|
31,210
|
|
|
(272,110
|
)
|
|
—
|
|
|
(240,900
|
)
|
||||
Share-based compensation expense
|
—
|
|
|
245,987
|
|
|
—
|
|
|
245,987
|
|
||||
Excess tax benefit from share-based compensation
|
—
|
|
|
(5,508
|
)
|
|
—
|
|
|
(5,508
|
)
|
||||
Dividends on common shares
|
—
|
|
|
—
|
|
|
(1,453,344
|
)
|
|
(1,453,344
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance, end of period
|
$
|
7,064,932
|
|
|
$
|
48,844,486
|
|
|
$
|
19,481,745
|
|
|
$
|
75,391,163
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||
|
Common Shares
|
|
Premium on Common Shares
|
|
Retained Earnings
|
|
Shareholders' Equity
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance, beginning of period
|
$
|
6,942,758
|
|
|
$
|
47,182,338
|
|
|
$
|
20,603,256
|
|
|
$
|
74,728,352
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
(311,125
|
)
|
|
(311,125
|
)
|
||||
Issuance of common shares
|
6,587
|
|
|
125,645
|
|
|
—
|
|
|
132,232
|
|
||||
Issuance of common shares under the
|
|
|
|
|
|
|
|
||||||||
incentive compensation plan
|
57,330
|
|
|
385,251
|
|
|
—
|
|
|
442,581
|
|
||||
Share-based compensation expense
|
—
|
|
|
172,769
|
|
|
—
|
|
|
172,769
|
|
||||
Excess tax benefit from share-based compensation, net of cancellations
|
—
|
|
|
9,249
|
|
|
—
|
|
|
9,249
|
|
||||
Dividends on common shares
|
—
|
|
|
—
|
|
|
(1,407,975
|
)
|
|
(1,407,975
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance, end of period
|
$
|
7,006,675
|
|
|
$
|
47,875,252
|
|
|
$
|
18,884,156
|
|
|
$
|
73,766,083
|
|
(1)
|
Nature of Operations and Basis of Presentation
|
(3)
|
Fair Value Measurements
|
|
September 30,
|
|
June 30,
|
||
($000)
|
2015
|
|
2015
|
||
|
|
|
|
||
Trust assets
|
|
|
|
||
Money market
|
14
|
|
|
27
|
|
U.S. equity securities
|
384
|
|
|
395
|
|
Foreign equity funds
|
161
|
|
|
185
|
|
U.S. fixed income funds
|
203
|
|
|
177
|
|
Foreign fixed income funds
|
18
|
|
|
57
|
|
Absolute return strategy mutual funds
|
137
|
|
|
136
|
|
|
917
|
|
|
977
|
|
|
September 30,
|
|
June 30,
|
||||||||
|
2015
|
|
2015
|
||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||
($000)
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||
|
|
|
|
|
|
|
|
||||
4.26% Series A Notes
|
53,500
|
|
|
53,192
|
|
|
53,500
|
|
|
52,935
|
|
(4)
|
Risk Management and Derivative Instruments
|
(5)
|
Unbilled Revenue
|
|
September 30,
|
|
June 30,
|
|
(000)
|
2015
|
|
2015
|
|
|
|
|
|
|
Unbilled revenues ($)
|
1,532
|
|
|
1,674
|
Unbilled natural gas costs ($)
|
365
|
|
|
462
|
Unbilled volumes (Mcf)
|
60
|
|
|
69
|
|
Three Months Ended
|
||||
|
September 30,
|
||||
($000)
|
2015
|
|
2014
|
||
|
|
|
|
||
Service cost
|
251
|
|
|
248
|
|
Interest cost
|
289
|
|
|
264
|
|
Expected return on plan assets
|
(409
|
)
|
|
(428
|
)
|
Amortization of unrecognized net loss
|
94
|
|
|
61
|
|
Amortization of prior service cost
|
(22
|
)
|
|
(21
|
)
|
Net periodic benefit cost
|
203
|
|
|
124
|
|
(7)
|
Debt Instruments
|
($000)
|
|
|
2016
|
1,500
|
|
2017
|
1,500
|
|
2018
|
1,500
|
|
2019
|
1,500
|
|
2020
|
1,500
|
|
Thereafter
|
46,000
|
|
Total long-term debt
|
53,500
|
|
(8)
|
Commitments and Contingencies
|
(9)
|
Regulatory Matters
|
(10)
|
Operating Segments
|
|
Three Months Ended
|
|
||||
|
September 30,
|
|
||||
($000)
|
2015
|
|
2014
|
|
||
Operating Revenues
|
|
|
|
|
||
Regulated
|
|
|
|
|
||
External customers
|
5,834
|
|
|
6,143
|
|
|
Intersegment
|
671
|
|
|
723
|
|
|
Total regulated
|
6,505
|
|
|
6,866
|
|
|
Non-regulated
|
|
|
|
|
||
External customers
|
4,559
|
|
|
7,178
|
|
|
|
|
|
|
|
||
Eliminations for intersegment
|
(671
|
)
|
|
(723
|
)
|
|
Consolidated operating revenues
|
10,393
|
|
|
13,321
|
|
|
|
|
|
|
|
||
Net Income (Loss)
|
|
|
|
|
||
Regulated
|
(517
|
)
|
|
(382
|
)
|
|
Non-regulated
|
(7
|
)
|
|
71
|
|
|
Consolidated net income (loss)
|
(524
|
)
|
|
(311
|
)
|
|
|
Three Months Ended
|
|
||||
|
September 30,
|
|
||||
|
2015
|
|
2014
|
|
||
Numerator - Basic and Diluted ($000)
|
|
|
|
|
||
Net income (loss)
|
(524
|
)
|
|
(311
|
)
|
|
Dividends paid
|
(1,453
|
)
|
|
(1,408
|
)
|
|
Undistributed earnings (loss)
|
(1,977
|
)
|
|
(1,719
|
)
|
|
|
|
|
|
|
||
Allocated to common shares:
|
|
|
|
|
||
Undistributed earnings (loss) (a)
|
(1,977
|
)
|
|
(1,719
|
)
|
|
Dividends paid - common shares
|
1,447
|
|
|
1,400
|
|
|
Earnings (loss) allocated to common shares
|
(530
|
)
|
|
(319
|
)
|
|
|
|
|
|
|
||
Denominator - Basic and Diluted
|
||||||
Weighted average common shares (b)
|
7,044,462
|
|
|
6,973,326
|
|
|
|
|
|
|
|
||
Earnings (Loss) per Common Share - Basic and Diluted ($)
|
(.08
|
)
|
|
(.05
|
)
|
|
|
|
|
|
|
(a) Percentage allocated to weighted average common shares outstanding:
|
|
|
|
|
||
Common shares outstanding
|
7,044,462
|
|
|
6,973,326
|
|
|
Unvested participating shares outstanding (c)
|
—
|
|
|
—
|
|
|
Total
|
7,044,462
|
|
|
6,973,326
|
|
|
|
|
|
|
|
||
Percentage allocated to common shares
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
||
Undistributed earnings (loss) ($000)
|
(1,977
|
)
|
|
(1,719
|
)
|
|
Allocated to common shares ($000)
|
(1,977
|
)
|
|
(1,719
|
)
|
|
|
|
|
|
|
(12)
|
Share-Based Compensation
|
|
Three Months Ended
|
||||
|
September 30,
|
||||
($000)
|
2015
|
|
2014
|
||
|
|
|
|
||
Used by operating activities
|
(2,929
|
)
|
|
(3,053
|
)
|
Used in investing activities
|
(1,992
|
)
|
|
(2,505
|
)
|
Used in financing activities
|
(1,544
|
)
|
|
(1,257
|
)
|
Decrease in cash and cash equivalents
|
(6,465
|
)
|
|
(6,815
|
)
|
|
Three Months Ended
|
|
||||
|
September 30,
|
|
||||
($000)
|
2015
|
|
2014
|
|
||
|
|
|
|
|
||
Operating revenues
|
10,393
|
|
|
13,321
|
|
|
Regulated purchased natural gas
|
(987
|
)
|
|
(1,497
|
)
|
|
Non-regulated purchased natural gas
|
(3,655
|
)
|
|
(5,648
|
)
|
|
|
|
|
|
|
||
Consolidated gross margins
|
5,751
|
|
|
6,176
|
|
|
|
2015 compared to 2014
|
|
|
Three Months Ended
|
|
($000)
|
September 30
|
|
|
|
|
Increase (decrease) in gross margins:
|
|
|
Regulated segment
|
|
|
Natural gas sales
|
64
|
|
Natural gas transportation
|
125
|
|
Other
|
(40
|
)
|
Intersegment elimination (a)
|
52
|
|
Total
|
201
|
|
|
|
|
Non-regulated segment
|
|
|
Natural gas sales
|
(196
|
)
|
Natural gas liquids
|
(357
|
)
|
Other
|
(21
|
)
|
Intersegment elimination (a)
|
(52
|
)
|
Total
|
(626
|
)
|
|
|
|
Decrease in consolidated gross margins
|
(425
|
)
|
|
|
|
Percentage increase (decrease) in volumes:
|
|
|
Regulated segment
|
|
|
Natural gas sales (Mcf)
|
1
|
|
Natural gas transportation (Mcf)
|
8
|
|
|
|
|
Non-regulated segment
|
|
|
Natural gas sales (Mcf)
|
(1
|
)
|
Natural gas liquids (gallons)
|
(52
|
)
|
(a)
|
Intersegment eliminations represent the natural gas transportation costs from the regulated segment to the non-regulated segment.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
DATE: November 5, 2015
|
/s/Glenn R. Jennings
|
|
Glenn R. Jennings
Chairman of the Board, President and Chief Executive Officer
(Duly Authorized Officer)
|
|
|
|
/s/John B. Brown
|
|
John B. Brown
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: November 5, 2015
|
|
/s/Glenn R. Jennings
|
|
|
Glenn R. Jennings
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: November 5, 2015
|
|
/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
|
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: November 5, 2015
|
|
/s/Glenn R. Jennings
|
|
|
Glenn R. Jennings
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
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: November 5, 2015
|
|
/s/John B. Brown
|
|
|
John B. Brown
|
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
|