Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o

No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter. $ 82,978,469

 

As of August 15, 2008, Delta Natural Gas Company, Inc. had outstanding 3,296,801 shares of common stock $1 par value.

 

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive proxy statement, to be filed with the Commission not later than 120 days after June 30, 2008, is incorporated by reference in Part III of this Report.

 

 

TABLE OF CONTENTS                

PART I

 

 

Page Number

 

 

 

 

 

Item 1.

Business

 

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

 

Item 1B.

Unresolved Staff Comments

 

 

 

 

 

Item 2.

Properties

 

 

 

 

 

Item 3.

Legal Proceedings

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

 

 

 

Item 6.

Selected Financial Data

 

 

 

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

 

 

 

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

Item 8.

Financial Statements and Supplementary Data

 

 

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

 

 

 

Item 9A.

Controls and Procedures

 

 

 

 

 

Item 9B.

Other Information

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance of the Registrant

 

 

 

 

 

Item 11.

Executive Compensation

 

 

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

 

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

 

 

 

 

Item 14.

Principal Accountant Fees and Services

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

 

 

 

Signatures

 

 

 

 

 

 

 

PART I

 

Item 1. Business

 

General

 

We distribute or transport natural gas to approximately 38,000 customers. Our distribution and transportation systems are located in central and southeastern Kentucky and we own and operate an underground storage field in southeastern Kentucky. We transport natural gas to our industrial customers who purchase their gas in the open market. We also transport natural gas on behalf of local producers and customers not on our distribution system. We produce a relatively small amount of natural gas from our southeastern Kentucky wells.

 

We seek to provide dependable, high-quality service to our customers while steadily enhancing value for our shareholders. Our efforts have been focused on developing a balance of regulated and non-regulated businesses to contribute to our earnings by profitably producing, selling and transporting gas in our service territory.

 

We strive to achieve operational excellence through economical, reliable service and our emphasis on responsiveness to customers. We continue to invest in facilities for the transmission, distribution and storage of natural gas. We believe that our responsiveness to customers and the dependability of the service we provide afford us additional opportunities for growth. While we seek those opportunities, our strategy will continue a conservative approach that seeks to minimize our exposure to market risk arising from fluctuations in the prices of gas.

 

We operate through two segments, a regulated segment and a non-regulated segment. See Note 14 of the Notes to Consolidated Financial Statements for a discussion of these segments. Through our regulated segment, we distribute natural gas to our retail customers in 23 predominantly rural counties. In addition, our regulated segment transports gas to industrial customers on our system who purchase gas in the open market. Our regulated segment also transports gas on behalf of local producers and other customers not on our distribution system. Our results of operations and financial condition have been strengthened by regulatory developments in recent years, including a $3,920,000 revenue increase from our last rate case, a weather normalization provision, which has reduced fluctuations in our earnings due to variations in weather, and a gas cost recovery clause, which mitigates market risk arising from fluctuations in the price of gas.

 

We operate our non-regulated segment through three wholly-owned subsidiaries. Two of these subsidiaries, Delta Resources, Inc. and Delgasco, Inc., purchase natural gas in the open market, including from Kentucky producers. We resell this gas to industrial customers on our distribution system and to others not on our system. Our third subsidiary, Enpro, Inc., produces natural gas that is sold in the open market.

 

Our executive offices are located at 3617 Lexington Road, Winchester, Kentucky 40391. Our telephone number is (859) 744-6171. Our website is www.deltagas.com.

 

Distribution and Transmission of Natural Gas

 

The economy of our service area is based principally on coal mining, farming and light industry. The communities we serve typically contain populations of less than 20,000. Our three largest service areas are Nicholasville, Corbin and Berea, Kentucky. In Nicholasville we serve approximately 8,000 customers, in Corbin we serve approximately 6,000 customers, and in Berea we serve approximately 4,000 customers.

 

During fiscal 2008 we received an order from the Kentucky Public Service Commission, which granted us an increase in the base rates we charge our customers. The order was the result of a settlement agreement we reached with the Kentucky Attorney General in our rate case. The increased rates are designed to generate an additional $3,920,000 in revenue. The increase in rates helped to offset the impact of declining customer usage due to conservation and efficiency, a trend we have experienced the past several years. Some of the communities we serve continue to expand, resulting in growth opportunities for us. Industrial parks have been developed in our service areas, which could result in additional growth in industrial customers as well.

 

Factors that affect our revenues include rates we charge our customers, our supply cost for the natural gas we purchase for resale, economic conditions in our service areas, weather and competition.

 

 

Although the Kentucky Public Service Commission permits us to pass through to our customers changes in the price we must pay for our gas supply, increases in our rates to customers may cause our customers to conserve or to use alternative energy sources.

 

Our regulated sales are seasonal and temperature-sensitive, since the majority of the gas we sell is used for heating. Variations in the average temperature during the winter impact our revenues year-to-year. The Kentucky Public Service Commission, through our tariff, permits us to adjust the rates we charge our customers in response to winter weather that is warmer or colder than normal temperatures.

 

We compete with alternate sources of energy for our regulated distribution customers. These alternate sources include electricity, coal, oil, propane and wood. Our non-regulated subsidiaries, which sell gas to industrial customers and others, compete with natural gas producers and natural gas marketers for those customers.

 

Our larger customers can obtain their natural gas supply by purchasing directly from interstate suppliers, local producers or marketers and arranging for alternate transportation of the gas to their plants or facilities. Customers may undertake such a by-pass of our distribution system in order to achieve lower prices for their gas service. Our larger customers who are in close proximity to alternative supplies would be most likely to consider taking this action. Additionally, some of our industrial customers are able to switch economically to alternative sources of energy. These are competitive concerns that we continue to address.

 

Some natural gas producers in our service area can access pipeline delivery systems other than ours, which generates competition for our transportation services. We continue our efforts to purchase or transport natural gas that is produced in reasonable proximity to our transportation facilities.

 

As an active participant in many areas of the natural gas industry, we plan to continue efforts to expand our gas distribution system and customer base. We continue to consider acquisitions of other gas systems, some of which are contiguous to our existing service areas, as well as expansion within our existing service areas.

 

We anticipate continuing activity in gas production and transportation and plan to pursue and increase these activities wherever practicable. We continue to consider the construction, expansion or acquisition of additional transmission, storage and gathering facilities to provide for increased transportation, enhanced supply and system flexibility.

 

A single customer, Citizens Gas Utility District, provided $17,087,000, $9,843,000 and $15,422,000 of non-regulated revenues during 2008, 2007 and 2006, respectively, although there is no assurance that revenues from them will continue at these levels. See Note 14 of the Notes to Consolidated Financial Statements.

 

Gas Supply

 

          We purchase our natural gas from a combination of interstate and Kentucky sources. In our fiscal year ended June 30, 2008, we purchased approximately 99% of our natural gas from interstate sources.

 

Interstate Gas Supply

 

          We acquire our interstate gas supply from gas marketers. We currently have commodity requirements agreements with Atmos Energy Marketing (“Atmos”) for our Columbia Gas Transmission Corporation (“Columbia Gas”), Columbia Gulf Transmission Corporation (“Columbia Gulf”), Tennessee Gas Pipeline (“Tennessee”) and Texas Eastern Transmission Corporation (“Texas Eastern”) supplied areas. Under these commodity requirements agreements, Atmos is obligated to supply the volumes consumed by our regulated customers in defined sections of our service areas. The gas we purchase under these agreements is priced at index-based market prices or at mutually agreed-to fixed prices. The index-based market prices are determined based on the prices published on the first of the month in Platts’ Inside FERC’s Gas Market Report in the indices that relate to the pipelines through which the gas will be transported, plus or minus an agreed-to fixed price adjustment per million British Thermal Units of gas sold. Consequently, the price we pay for interstate gas is based on current market prices.

 

 

          Our agreements with Atmos for the Columbia Gas, Columbia Gulf, Tennessee and Texas Eastern supplied service areas continue year to year unless cancelled by either party by written notice at least sixty days prior to the annual anniversary date (April 30) of the agreement.

 

          We also purchase additional interstate natural gas from Atmos, as needed, in addition to our commodity requirements agreements with Atmos. This spot gas purchasing arrangement is pursuant to an agreement with Atmos containing an “evergreen” clause which permits either party to terminate the agreement by providing not less than sixty days written notice. Delta’s purchases from Atmos under this spot purchase agreement are generally month-to-month. However, Delta does have the option of forward-pricing gas for one or more months for the upcoming winter season. The price of gas under this agreement is based on current market prices, determined in a similar manner as under the commodity requirements contract with Atmos, with an agreed-to fixed price adjustment per million British Thermal Units purchased. In our fiscal year ended June 30, 2008, approximately 42% of Delta’s gas supply was purchased under our agreements with Atmos.

 

          Delta purchases gas from M & B Gas Services, Inc. (“M & B”) for injection into our underground natural gas storage field and to supply a portion of our system. We are not obligated to purchase any minimum quantities from M & B nor to purchase gas from M & B for any periods longer than one month at a time. The gas is priced at index-based market prices or at mutually agreed-to fixed prices. Our agreement with M & B may be terminated upon 30 days prior written notice by either party. Any purchase agreements for unregulated sales activities may have longer terms or multiple month purchase commitments. In our fiscal year ended June 30, 2008, approximately 57% of Delta’s gas supply was purchased under our agreement with M & B.

 

          We also purchase interstate natural gas from other gas marketers as needed at either current market prices, determined by industry publications, or at forward market prices.

 

Transportation of Interstate Gas Supply

 

          Our interstate natural gas supply is transported to us from market hubs, production fields and storage fields by Tennessee, Columbia Gas, Columbia Gulf and Texas Eastern.

 

          Our agreements with Tennessee extend through 2013 and thereafter automatically renew for subsequent five-year terms unless terminated by one of the parties. Tennessee is obligated under these agreements to transport up to 19,600 thousand cubic feet (“Mcf”) per day for us. During fiscal 2008, Tennessee transported a total of 1,141,000 Mcf for us under these contracts. Annually, approximately 28% of Delta’s supply requirements flow through Tennessee to our points of receipt under our transportation agreements with Tennessee. We have gas storage agreements with Tennessee under the terms of which we reserve a defined storage space in Tennessee’s storage fields and we reserve the right to withdraw up to fixed daily volumes. These gas storage agreements terminate on the same schedule as our transportation agreements with Tennessee.

 

          Under our agreements with Columbia Gas and Columbia Gulf, Columbia Gas is obligated to transport, including utilization of our defined storage space as required, up to 12,600 Mcf per day for us, and Columbia Gulf is obligated to transport up to a total of 4,300 Mcf per day for us. During fiscal 2008 Columbia Gas and Columbia Gulf transported for us a total of 588,000 Mcf, or approximately 14% of Delta’s supply requirements, under all of our agreements with them. All of our transport agreements with Columbia Gas and Columbia Gulf continue on a year-to-year basis until terminated by one of the parties.

 

          Columbia Gulf also transported additional volumes under agreements it has with M & B to a point of interconnection between Columbia Gulf and us where we purchase the gas to inject into our storage field, as discussed above. The amounts transported and sold to us under the agreement between Columbia Gulf and this gas marketer for fiscal 2008 constituted approximately 57% of Delta’s gas supply. We are not a party to any of these separate transportation agreements on Columbia Gulf.

 

          We have no direct agreement with Texas Eastern. However, Atmos has an arrangement with Texas Eastern to transport the gas to us that we purchase from that marketer to supply our customers’ requirements in specific geographic areas. Consequently, Texas Eastern transports a small percentage of our interstate gas supply. In our fiscal year ended June 30, 2008, Texas Eastern transported approximately 17,000 Mcf of natural gas to our system, which constituted less than 1% of our gas supply.

 

 

Kentucky Gas Supply

 

          We have an agreement with Chesapeake Appalachia LLC to purchase natural gas on a year-to-year basis unless terminated by one of the parties. We purchased 41,000 Mcf from Chesapeake during fiscal 2008. The price for the gas we purchase from Chesapeake is based on the index price of spot gas delivered to Columbia Gas in the relevant region as reported in Platt’s Inside FERC’s Gas Market Report, plus a fixed adjustment per million British Thermal units of gas purchased. Chesapeake delivers this gas to our customers directly from its own pipelines.

 

          We own and operate an underground natural gas storage field that we use to store a significant portion of our winter gas supply needs. This storage capability permits us to purchase and store gas during the non-heating months and then withdraw and sell the gas during the peak usage months.

 

          We continue to maintain an active gas supply management program that emphasizes long-term reliability and the pursuit of cost-effective sources of gas for our customers.

 

Regulatory Matters

 

          The Kentucky Public Service Commission exercises regulatory authority over our regulated natural gas distribution and transportation services. The Kentucky Public Service Commission’s regulation of our business includes setting the rates we are permitted to charge our regulated customers.

 

          We monitor our need to file requests with the Kentucky Public Service Commission for a general rate increase for our natural gas and transportation services.

 

          On April 20, 2007, we filed a request for increased rates with the Kentucky Public Service Commission. This general rate case, Case No. 2007-00089, requested an annual revenue increase of approximately $5,642,000, an increase of 9.3%. The rate case requested a return on common equity of 12.1%. The test year for the case was the twelve months ended December 31, 2006. The increased rates were requested to become effective May 20, 2007, but the implementation of the proposed rates was suspended until October 20, 2007.

 

          During October, 2007, we negotiated a settlement with the Kentucky Attorney General regarding this rate case. The settlement agreement provided for $3,920,000 of additional annual revenues, and stipulated for settlement purposes a 10.5% return on common shareholders’ equity. The increase in rates was allocated primarily to the monthly customer charge to partially decouple revenues from volumes of gas sold. An order from the Kentucky Public Service Commission was received on October 19, 2007 approving the terms of the settlement with rates effective on or after October 20, 2007.

 

The Kentucky Public Service Commission has also approved a gas cost recovery clause, which permits us to adjust the rates charged to our customers to reflect changes in our natural gas supply costs. Although we are not required to file a general rate case to adjust rates pursuant to the gas cost recovery clause, we are required to make quarterly filings with the Kentucky Public Service Commission. Under and over-recovered gas costs are collected or refunded through adjustments to customer bills beginning three months after the end of the quarter in which the actual gas costs were incurred. Additionally, we have a weather normalization clause in our rate tariffs, approved by the Kentucky Public Service Commission, which allows us to adjust our rates to residential and small non-residential customers to reflect variations from thirty year average weather for our December through April billing cycles. These adjustments to customer bills are made on a real time basis such that there is no lag in collecting from or refunding to customers the related dollar amounts.

 

In July, 2008, the Kentucky Public Service Commission approved in Case No. 2008-00062 our request to implement a conservation and efficiency program for our residential customers. The program provides for us to perform energy audits and promote conservation awareness, and it also provides rebates on the purchase of certain high-efficiency appliances. The program helps to align our interests with our residential customers by reimbursing us for the margins on lost sales due to the program and providing incentives for us to promote customer conservation. Our rates will be adjusted annually to recover the costs incurred under these programs, including the reimbursement of margins on lost sales and the incentives provided to us.

 

 

 

In addition to regulation by the Kentucky Public Service Commission, we may obtain non-exclusive franchises from the cities in which we operate authorizing us to place our facilities in the streets and public grounds. No utility may obtain a franchise until it has obtained approval from the Kentucky Public Service Commission to bid on such franchise. We hold franchises in five of the cities we serve, and we continue to operate under the conditions of expired franchises in four other cities we serve. In the other cities and areas we serve, either our franchises have expired, the areas served do not have governmental organizations authorized to grant franchises or the city governments do not require a franchise. We attempt to acquire or reacquire franchises whenever feasible.

 

Without a franchise, a city could require us to cease our occupation of the streets and public grounds or prohibit us from extending our facilities into any new area of that city. To date, the absence of a franchise has caused no adverse effect on our operations.

 

Capital Expenditures

 

          Capital expenditures during 2008 were $5.6 million and for 2009 are estimated to be $7.9 million. Our expenditures include system extensions as well as the replacement and improvement of existing transmission, distribution, gathering, storage and general facilities.

 

Financing

 

          Our capital expenditures and operating cash requirements are met through the use of internally generated funds and a short-term bank line of credit. The current available line of credit is $40 million, of which $6.8 million was borrowed at June 30, 2008. 

 

          Present plans are to continue to utilize the short-term bank line of credit to help meet planned capital expenditures and operating cash requirements. The amounts and types of future long-term debt and equity financings will depend upon our capital needs and market conditions.

 

Employees

 

          On June 30, 2008, we had 158 full-time employees. We consider our relationship with our employees to be satisfactory. Our employees are not represented by unions nor are they subject to any collective bargaining agreements.

 

Available Information

 

          We make available free of charge on our Internet website http://www.deltagas.com, our Business Code of Conduct and Ethics, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC also maintains an internet site http://www.sec.gov that contains reports, proxy and information statements and other information regarding Delta. The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The SEC phone number is 1-800-732-0330.

 

 

 

  Consolidated Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Retail Customers Served

 

 

 

 

 

 

 

 

 

 

 

Residential

 

31,520

 

31,941

 

32,601

 

33,284

 

33,570

 

Commercial

 

5,107

 

5,128

 

5,154

 

5,241

 

5,298

 

Industrial