UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended August 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to _____________________
Commission File number 1-7924
VALLEY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Rhode Island 05-0384723
(State of Incorporation or Organization) (IRS Employer Identification No.)
1595 Mendon Road, Cumberland, Rhode Island 02864
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code (401) 334-1188
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock American Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. [__]
The aggregate market value of the common stock held by non-affiliates,
computed on the basis of $11.125 per share (the closing price of such stock on
October 24, 1995 on the American Stock Exchange) was $47,401,367.
As of October 24, 1995 there were 4,260,797 shares of Valley Resources,
Inc. Common Stock, $1 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The Consolidated Financial Statements, Notes to Consolidated Financial
Statements, Report of Independent Certified Public Accountants, Management's
Discussion and Analysis, Summary of Consolidated Operations, Dividends and
Market Data and Stockholder Statistics of the Registrant's Annual Report to
Stockholders for the fiscal year ended August 31, 1995 are incorporated by
reference in Parts I, II and IV.
Portions of the Proxy Statement dated November 7, 1995 as filed with the
Securities and Exchange Commission are incorporated by reference in Part III.
PART I
Item 1 Business
Valley Resources, Inc. (the "Corporation") is a holding company organized
in 1979 and incorporated in the State of Rhode Island. The Corporation has six
wholly-owned active subsidiaries: Valley Gas Company ("Valley Gas") and Bristol
& Warren Gas Company ("Bristol")--regulated natural gas distribution companies;
Valley Appliance and Merchandising Company ("VAMCO")--a merchandising and
appliance rental company; Valley Propane, Inc. ("Valley Propane") and The New
England Gas Company ("New England Gas")--retail propane companies; and Morris
Merchants, Inc. (d/b/a "The Walter F. Morris Company")--a wholesale distributor
of franchised lines in plumbing and heating contractor supply and other energy
related business.
The headquarters for the Corporation and the sales and service offices of
Valley Gas, VAMCO and Valley Propane are located in Cumberland, Rhode Island.
Morris Merchants, Inc.'s sales and warehouse facilities are located in Canton,
Massachusetts. The operation center of Bristol and New England Gas is located in
Bristol, Rhode Island.
Bristol, acquired by the Corporation on April 1, 1992, was incorporated in
the State of Rhode Island in 1953 to distribute natural gas to customers in
Bristol & Warren, Rhode Island. New England Gas, also acquired by the
Corporation in April 1992, was incorporated in the State of Rhode Island in
1992. New England Gas markets propane at retail in Rhode Island.
Effective September 1995, all propane sales and service will be
consolidated into a single operation under the name Valley Propane. The New
England Gas Company became inactive.
Financial information about industry segments appearing on page 28 of the
Annual Report to Stockholders for the year ended August 31, 1995 is incorporated
herein by reference.
The Corporation does not expect any material effects on its business as a
result of compliance with environmental regulations.
The Corporation and its subsidiaries had 237 employees at August 31, 1995,
of which 60 were covered by a collective bargaining agreement with the Utility
Workers Union of America, AFL-CIO, Local No. 472 expiring March 31, 1997 and 8
were covered by a collective bargaining agreement with the Service Employee
International Union, AFL-CIO, Local No. 134 expiring May 31, 1996.
Utility Operations
Gas Sales and Transportation
The Corporation's utility operations are conducted through Valley Gas and
Bristol (the "utilities"). They had an average of 60,698 customers during the
twelve months ended August 31, 1995, of which approximately 91% were residential
and 9% were commercial and industrial.
The utilities provide natural gas service to residential, commercial and
industrial customers. Valley Gas' service territory is approximately 92 square
miles located in the Blackstone Valley region in northeastern Rhode Island with
a population of approximately 250,000. Bristol's service territory is
approximately 15 square miles in eastern Rhode Island with a population of
approximately 35,000.
The following table shows the distribution of gas sold during the years
since 1991 in millions of cubic feet ("MMcf"):
For the year ended August 31, (1)
1995 1994 1993 1992 1991
Residential 4,078 4,517 4,439 3,965 3,398
Commercial 1,953 2,078 1,978 1,680 1,394
Industrial-firm 1,338 1,299 1,185 1,152 1,014
Industrial-seasonal 1,298 996 818 1,010 1,053
TOTAL 8,667 8,890 8,420 7,807 6,859
(1) The operations of Bristol are included since April 1992.
Firm customers of the utilities use gas for cooking, heating, water
heating, drying and commercial/industrial processing. Certain industrial
customers use additional gas in the summer months when it is available at lower
prices. These customers are subject to having their service interrupted at the
discretion of the utilities with very little notice. This use is classified as
seasonal use. As discussed further below, the margin on the Valley Gas seasonal
use is passed through the Purchased Gas Price Adjustment ("PGPA") to lower the
cost of gas to all categories of firm customers.
The primary source of utility revenues is firm use customers under tariffs
which are designed to recover a base cost of gas, administrative and operating
expenses and provide sufficient return to cover interest and profit. Valley Gas
also services dual fuel, interruptible and transportation customers under rates
approved by the Rhode Island Public Utilities Commission ("RIPUC").
Additionally, Valley Gas services two cogeneration customers (one firm use
customer and the other a firm off-peak transportation customer) under separate
contract rates that were individually approved by the RIPUC. Bristol also has
approved interruptible tariffs.
The utilities tariffs include a PGPA which allows an adjustment of rates
charged to customers in order to recover all changes in gas costs from
stipulated base gas costs. The PGPA provides for an annual reconciliation of
total gas costs billed with the actual cost of gas incurred. Any excess or
deficiency in amounts collected as compared to costs incurred is deferred and
either reduces the PGPA or is billed to customers over subsequent periods. All
margins from Valley Gas interruptible customers are returned to firm customers
through the workings of the PGPA. Effective with the new rate structure approved
by the RIPUC, (see "Rates and Regulation"), Bristol will return all seasonal
margins through the PGPA.
The utility revenues of Valley Gas include a surcharge on firm gas
consumption to collect a portion of the costs to fund postretirement medical and
life insurance benefits above the pay-as-you-go costs included in base tariffs.
The surcharge was authorized by the RIPUC in a generic rate proceeding and are
being phased in over a ten-year period which commenced September 1, 1993.
Effective November 1995, the current year funding of postretirement medical and
life insurance benefits will be included in base tariffs. Any funding shortages
from the first two years of the phase-in will be recovered through a surcharge
in the last seven years.
The prices of alternative sources of energy impact the interruptible and
dual fuel markets. The utilities serve these customers in the nonpeak periods of
the year or when competitively priced gas supplies are available. These
customers are subject to service discontinuance on short notice as system firm
requirements may demand. Prices for these customers are based on the price of
the customers' alternative fuel. In order to mitigate the volatility of earnings
from interruptible and dual fuel sales Valley Gas rolls into the PGPA the margin
earned on these interruptible sales and all margins in excess of $1 per thousand
cubic feet ("Mcf") of gas sold to dual fuel customers. This margin credit
reduces rates to the Company's firm customers. This means of margin treatment
alleviates the negative impact that swings in sales can have on earnings in the
highly competitive industrial interruptible market.
Rates and Regulation
The utilities are subject to regulation by the RIPUC with respect to rates,
adequacy of service, issuance of securities, accounting and other matters.
On January 19, 1995, Valley Gas and Bristol filed revised tariffs with the
RIPUC to consolidate their rate structure and to increase their combined annual
revenues. On October 18, 1995, the RIPUC authorized the companies to adjust
their tariffs to collect $1.2 million or 2.0%. These rates became effective
November 21, 1995.
Gas Supply and Storage
The Federal Energy Regulatory Commission ("FERC") in 1992 issued its order
No. 636, the primary purpose of which was to promote competition in the natural
gas industry by requiring all interstate pipelines to separate or "unbundle"
their all-encompassing firm gas sales service to public utilities into its five
component parts: production, sales, aggregation, storage and transportation.
As a result, local utility companies converted from firm pipeline sales to
firm pipeline transportation, and began purchasing their gas directly from
producers and marketers in a highly competitive free marketplace. In order to
facilitate the procurement of this supply, Valley Gas became a charter member of
the Mansfield Consortium (the "Consortium"). The Consortium is a group of five
New England gas distribution companies which purchases natural gas from
producers and marketers based upon the combined demand and marketpower of its
members. The Consortium members believe that the most significant benefits to
its firm sales customers are reduced gas costs and enhanced security of supply.
Tennessee Gas Pipeline Company is the major natural gas transporter for
Valley Gas under long-term contracts. Bristol's principal gas transporters are
Algonquin Gas Transmission Company and Texas Eastern Transmission Corporation.
The utilities purchase natural gas from several suppliers on a long-term firm
basis, as well as on the spot market whenever available. Valley Gas has entered
into firm contracts with four domestic and two Canadian suppliers for the
purchase of 21,402 dekatherms per day; Bristol has contracted for 3,000
dekatherms per day.
Valley Gas is an investor in Boundary Gas, Inc. and a customer of Alberta
Northeast, Limited, both of which were founded by groups of gas distribution
companies in the northeast to import gas from Canada.
Supplementing their firm and spot gas supplies, the utilities have
contracted for firm long-term availability and delivery of underground storage
gas. Both utilities store natural gas with Consolidated Natural Gas Company and
National Fuel Gas Supply Corporation. Natural gas is injected into storage
facilities in Pennsylvania and New York during the non-winter months when supply
and pipeline capacity exceed customer demand, and this gas is used in the cold
weather months when customer demand is high.
In addition to gas delivered by the interstate pipelines, both utilities
have on-site storage facilities for liquid propane gas ("LPG"). Valley Gas also
has on-site storage for liquefied natural gas ("LNG"), and both utilities
backhaul LNG from Distrigas of Massachusetts Corporation. The LPG and LNG from
storage are vaporized into the companies' distribution systems during periods of
peak demand. Valley Gas also leases additional space for LNG from Algonquin LNG,
Inc. in Providence, Rhode Island. Valley Gas' contract with a transportation
customer allows Valley to access up to 527 Mcf per hour of additional natural
gas supply during periods of peak demand.
Competition and Marketing
The primary competition faced by the utilities is from other energy
sources, primarily heating oil. The principal considerations affecting a
customer's selection among competing energy sources include price, equipment
cost, reliability, ease of delivery and service. In addition, the type of
equipment already installed in businesses and residences significantly affects
the customer's choice of energy. However, where previously installed equipment
is not an issue, households in recent years have consistently preferred the
installation of gas heat. For example, Valley Gas' statistics indicate that
approximately 90% of the new homes built on or near Valley Gas' service mains in
recent years have selected gas as their energy source.
The utilities are pursuing new markets believed to have the potential to
provide both growth and/or lessen sales sensitivity to weather: industrial
processing, cogeneration, natural gas vehicles and conversions from oil to gas.
Valley Gas received approval from the RIPUC for two rates which promote
economic development in its service territory. These rates provide incentives
for companies that add industrial processing load, make a substantial investment
in new natural gas equipment and hire additional employees.
The cogeneration market is addressed through sales contacts with customers
who have applications suitable to use waste heat through the cogeneration
process. Valley Gas established rate tariffs to specifically address the
requirements of the cogeneration market. In addition, Valley Gas has a 50
kilowatt demonstration facility at its Cumberland location which provides
electricity for computer facilities and hot water requirements.
Valley Gas installed a compressed natural gas ("CNG ") fueling station at
its Cumberland headquarters. The use of natural gas in vehicles will be promoted
through conversion of its own fleet and the CNG rate approved by the RIPUC.
The focus of the residential marketing department to increase conversions
from oil to natural gas is in the installations of conversion burners and a
continuous effort in the replacement market of housing developments that did not
choose natural gas. Additional efforts are spent to convert homes with inactive
natural gas service.
Seasonality
The bulk of firm sales are made during the months of November through
March. As a result, the highest levels of earnings and cash flow are generated
from the quarters ending in February and May. The bulk of the capital
expenditure programs are undertaken during the months of May through October,
causing cash flow to be at its lowest during the quarters ending in November and
August.
Short-term borrowing requirements vary according to the seasonal nature of
sales and expense activities of the utilities, creating greater need for
short-term borrowings during periods when internally generated funds are not
sufficient to cover all capital and operating requirements, particularly in the
summer and fall. Short-term borrowings utilized for construction expenditures
generally are replaced by permanent financing when it becomes economical and
practical to do so and where appropriate to maintain an acceptable relationship
between borrowed and equity resources.
Gas Distribution System
Valley Gas' distribution system consists of approximately 900 miles of gas
mains and service lines. Bristol's gas distribution system consists of
approximately 100 miles of gas mains. The aggregate maximum daily quantity of
gas that may be distributed through the utilities from its own facilities and
under existing supply and transportation contracts is approximately 100 MMcf,
and the maximum daily gas sendouts for all sales customers of the utilities
during the last five fiscal years were 66 MMcf in 1995, 77 MMcf in 1994, 69 MMcf
in 1993, 67 MMcf in 1992, and 55 MMcf in 1991.
Appliance Contract Sales and Rentals
The Corporation conducts appliance, contract sales and rentals through its
subsidiaries VAMCO and Morris Merchants. VAMCO's revenues are generated through
retail appliance sales, service contract sales and through the rental of
gas-fired appliances. Morris Merchants sells at wholesale gas- and oil-fired
equipment and plumbing and heating supplies.
Morris Merchants has contracts for the distribution of certain lines that
it wholesales. At this time the Corporation has no reason to believe it will
lose any of its existing lines. Morris Merchants is not dependent on any one of
the existing lines.
Propane Operations
The propane operations are conducted through Valley Propane and New England
Gas. Both companies sell, at retail, liquid propane gas to residential and
commercial customers in Rhode Island and nearby Massachusetts. At August 31,
1995, the propane companies had 2,310 customers. Valley Propane also supplies
propane to holding customers of Valley Gas; these customers are serviced by
Valley Propane until Valley Gas can connect mains and service lines. The propane
subsidiaries are also impacted by weather, as a large percentage of their
customers use propane as a primary source of heat. Valley Propane and New
England Gas increase and decrease the selling price of their gas depending upon
supply and competition.
Item 2 Properties
1595 Mendon Road, Cumberland, Rhode Island
Office, Sales, and Service Center
This location comprises the headquarters, sales and service operation of
the Corporation, Valley Gas, VAMCO and Valley Propane; and includes accounting,
billing, credit, engineering, garage, maintenance, service, storeroom and
construction. The facilities are considered suitable and adequate for the
Corporation.
425 Turnpike Street
Canton, Massachusetts
Office and Warehouse Facilities
Morris Merchants, Inc. conducts its business at this leased warehouse and
office building in Canton, MA. Its business does not require any special
facilities and, therefore, its leased facilities are not significant to its
operation. The total lease payments are less than 1 percent of corporate assets.
Walter F. Morris, previously a member of the Board of Directors, owns 50 percent
of a corporation which leases warehouse and office facilities to Morris
Merchants, Inc., a subsidiary of the Corporation, at an annual rental of
$153,300.
Scott Road, Cumberland, Rhode Island
LNG Storage Plant
Propane Storage Plant
This facility is used for the storage of LNG and propane used in the
peak-shaving operations of Valley Gas. Its daily delivery capacity of LNG and
LPG is 1,500 Mcf's and 12,000 Mcf's, respectively. Facility improvements which
will be completed during the fall of fiscal 1996 will double the delivery
capacity for LNG.
25 Gooding Avenue
Bristol, Rhode Island
Office, Sales and Service Center
This leased location comprises the office, sales and service operation of
Bristol and New England Gas and includes construction, credit, engineering,
garage, maintenance, service, and storeroom. The leased facilities are not
significant to its operations and the total lease payments are less than 1
percent of corporate assets. In December 1995, Bristol will relocate its
operations to a newly constructed facility at 100 Broad Common Road, Bristol,
Rhode Island. The new facility will comprise the office, sales and service
operation which include construction, credit, garage, service and storeroom.
Brown Street
Warren, Rhode Island
Propane Storage
This facility is used for the storage of propane used in peak-shaving
operations of Bristol. Its daily delivery capacity of LPG is 1,600 Mcf's.
The Corporation believes its storage facilities are adequate to meet the
needs of the utilities for the foreseeable future.
All of the storage facilities are owned. All Valley Gas properties, except
leased property, are held in fee.
See item 1 for discussion of gas supply.
Item 3 Legal Proceedings
There were no material legal proceedings pending to which the registrant or
any of its subsidiaries is a party, or of which any of their property is the
subject, except two claims that were asserted against Valley Gas Company as
referred to in Note H, page 27, of the 1995 Annual Report to Stockholders which
is incorporated by reference.
Item 4 Submission of Matters to a
Vote of Security Holders
None
Executive Officers of the Registrant
The names, ages, and position of all the executive officers of the
registrant on October 15, 1995 are listed below together with their business
experience during the past five years. All officers of Valley Resources, Inc.
are elected or appointed annually by the board of directors at the directors'
first meeting following the Annual Meeting of Stockholders.
Business Experience
Name Age Position During Last Five Years
Alfred P. Degen 48 President and President since July
Chief Executive 1994 and Chief Executive
Officer Officer since March 1995;
Executive Vice President-
Acting President of
Philadelphia Gas Works
prior to July 1994.
Kenneth W. Hogan 50 Senior Vice President, Senior Vice President
Chief Financial Officer since July 1994; Vice
and Secretary President since August
1984; Chief Financial
Officer since December
1994 and Secretary
since April 1977.
PART II
Item 5 Market for the Registrant's Securities
and Related Stockholder Matters
Common stock market prices, number of common stockholders, dividends
declared and dividend restrictions appearing on pages 14 and 23 of the Annual
Report to Stockholders for the fiscal year ended August 31, 1995 are
incorporated herein by reference. The common stock of Valley Resources, Inc. is
listed on the American Stock Exchange under the symbol VR.
Item 6 Selected Financial Data
The selected financial data (Summary of Consolidated Operations) appearing
on page 34 of the Annual Report to Stockholders for the fiscal year ended August
31, 1995 is incorporated herein by reference.
Item 7 Management's Discussion and Analysis
Management's discussion and analysis of the results of operations,
liquidity and capital resources appearing on pages 30 through 33 of the Annual
Report to Stockholders for the fiscal year ended August 31, 1995 are
incorporated herein by reference.
Item 8 Financial Statements and Supplementary Data
The following consolidated financial statements of the registrant and its
subsidiaries appearing on pages 16 through 29 in the Annual Report to
Stockholders for the fiscal year ended August 31, 1995 are incorporated herein
by reference:
Consolidated Statements of Earnings for each of the
three years in the period ended August 31, 1995
Consolidated Balance Sheets - August 31, 1995 and 1994
Consolidated Statements of Cash Flows for each of the
three years in the period ended August 31, 1995
Consolidated Statements of Changes in Common Stock
Equity for each of the three years in the period ended
August 31, 1995
Consolidated Statements of Capitalization - August 31, 1995
and 1994
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
PART III
Item 10 Directors and Executive Officers of the Registrant
For information with respect to the executive officers of the registrant,
see "Executive Officers of the Registrant" at the end of Part I of this report.
Information regarding the directors of the registrant appearing on pages 2
through 6 of the Proxy Statement filed with the Securities and Exchange
Commission on November 7, 1995 is incorporated herein by reference.
Based solely upon a review of copies of Forms 3, 4 and 5 furnished to the
Corporation pursuant to Rule 16a-3(e), the Corporation believes that each of the
Corporation's directors, officers and beneficial owners of more than 10% of any
class of equity securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act") have timely filed all reports required
by Section 16(a) of the Exchange Act during the most recent two fiscal years.
Item 11 Executive Compensation
Information regarding management compensation appearing on pages 7 through
11 of the Proxy Statement filed with the Securities and Exchange Commission on
November 7, 1995 is incorporated herein by reference.
Item 12 Security Ownership of Certain
Beneficial Owners and Management
Information regarding the beneficial owners of more than 5 percent of the
outstanding Common Stock of the Corporation, being the only class of equity
security issued and outstanding, and the security ownership of management
appearing on pages 1 and 2 of the Proxy Statement filed with the Securities and
Exchange Commission on November 7, 1995 is incorporated herein by reference.
Item 13 Certain Relationships and Related Transactions
None.
PART IV
Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K
(a) 1. The following consolidated financial statements of Valley
Resources, Inc. and subsidiaries appearing on pages 16 through 29 in
the Annual Report to Stockholders for the year ended August 31, 1995
are incorporated by reference in Item 8:
Consolidated Statements of Earnings for each of the three years in the
period ended August 31, 1995
Consolidated Balance Sheets - August 31, 1995 and 1994
Consolidated Statements of Cash Flows for each of the three years in the
period ended August 31, 1995
Consolidated Statements of Changes in Common Stock Equity for each of
the three years in the period ended August 31, 1995
Consolidated Statements of Capitalization - August 31, 1995 and 1994
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
(a) 2. Consolidated Financial Schedule
Schedule VIII - Valuation and Qualifying Accounts
Schedules I, II, III, IV, V, VI, VII, IX, X, XI, XII, XIII and XIV are
either inapplicable or not required or the required information is shown
in the financial statements or notes thereto under the instructions and
have been omitted.
Report of Independent Certified Public Accountants on Consolidated
Financial Schedule
(a) 3. Exhibits
3. Articles of Incorporation and Bylaws (Exhibit 3 to the Corporation's
Annual Report on Form 10-K for the year ended August 31, 1988 is
incorporated herein by reference.)
4. Indenture of First Mortgage dated as of December 15, 1992 between Valley
Gas Company, Valley Resources, Inc. as guarantor and State Street Bank
and Trust Company, Trustee (Exhibit 4 to the Corporation's Annual Report
on Form 10-K for the year-ended August 31, 1993 is hereby incorporated
by reference.)
10. Compensation Contracts or Arrangements
10. (a) Valley Gas Company Supplemental Retirement Plan (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1989 is hereby incorporated by reference.)
10. (b) Valley Resources, Inc. 1988 Executive Incentive Plan (Exhibit 10 to
the Corporation's Annual Report on Form 10-K for the year ended August
31, 1989 is hereby incorporated by reference.)
10. (c) Termination agreement between Valley Resources, Inc. and Kenneth W.
Hogan (Exhibit 10 to the Corporation's Registration Statement on Form
S-2 (File No. 2-99315) is hereby incorporated by reference.)
10. (d) Valley Resources, Inc. Directors Retirement Plan. (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1992 is hereby incorporated by reference.)
10. (e) Termination agreement dated June 21, 1995 between Valley Resources, Inc.
and Alfred P. Degen.
10. Other Material Contracts
10. (f) Firm Storage Service Transportation contract between Valley Gas and
Tennessee Gas Pipeline Company, dated December 15, 1985 (Exhibit 10 to
the Corporation's Annual Report on Form 10-K for the year ended August
31, 1986 is hereby incorporated by reference.)
10. (g) Storage Service Agreement dated July 3, 1985 between Valley Gas
Company and Consolidated Gas Transmission Corporation (Exhibit 10 to
the Corporation's Registration Statement on Form S-2
(File No. 2-99315) is hereby incorporated by reference.)
10. (h) Underground Storage Service Agreement dated October 3, 1984 between
Valley Gas Company and Penn-York Energy Corporation (Exhibit 10 to the
Corporation's Registration Statement on Form S-2 (File No. 2-99315) is
hereby incorporated by reference.)
10. (i) Underground storage service agreement dated August 19, 1983 between
Valley Gas Company and Penn-York Energy Corporation (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1983 is hereby incorporated by reference.
10. (j) Service agreement for storage of LNG dated June 30, 1982 between
Valley Gas Company and Algonquin LNG, Inc. (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1982 is hereby incorporated by reference.)
10. (k) Contract for the purchase of natural gas dated March 1, 1981,
between Valley Gas Company and Tennessee Gas Pipeline Company (Exhibit
10 to the Corporation's Annual Report on Form 10-K for the year ended
August 31, 1981 is hereby incorporated by reference.)
10. (l) Storage Service Transportation contract dated May 15, 1981, between
Valley Gas Company and Tennessee Gas Pipeline Company (Exhibit 10 to
the Corporation's Annual Report on Form 10-K for the year ended
August 31, 1981 is hereby incorporated by reference.)
10. (m) Storage Service Transportation contract dated May 26, 1981, between
Valley Gas Company and Tennessee Gas Pipeline Company (Exhibit 10 to
the Corporation's Annual Report on Form 10-K for the year ended August
31, 1981 is hereby incorporated by reference.)
10. (n) Storage Service Agreement dated February 18, 1980, between Valley
Gas Company and Consolidated Gas Supply Corporation (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1981 is hereby incorporated by reference.)
10. (o) Loan Agreement dated July 18, 1991 between Valley Resources, Inc.
and Fleet National Bank (Exhibit 10 to the Corporation's Annual Report
on Form 10-K for the year ended August 31, 1991 is hereby incorporated
by reference.)
10. (p) Gas Sales Agreement dated June 15, 1992 between Aquila Energy
Marketing Corporation and Valley Gas Company. (Exhibit 10 to the
Corporation's Annual Report on Form 10-K for the year ended August 31,
1992 is incorporated herein by reference.)
10. (q) Gas Sales Agreement dated June 8, 1992 between Natural Gas
Clearinghouse and Valley Gas Company. (Exhibit 10 to the Corporation's
Annual Report on Form 10-K for the year ended August 31, 1992 is
incorporated herein by reference).
13. Annual Report to Stockholders.
21. Subsidiaries of the Registrant. (Exhibit 21 to the Corporation's Annual
Report on Form 10-K for the year ended August 31, 1993 is incorporated
herein by reference.)
23. Consent of Grant Thornton LLP.
27. Financial Data Schedule.
(b) Form 8-K was not required to be filed for the last quarter of the period
covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VALLEY RESOURCES, INC. AND SUBSIDIARIES
Date: November 27, 1995 By S\K. W. Hogan
Kenneth W. Hogan
Senior Vice President, Chief Financial Officer
& Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: November 27, 1995 S/A. P. Degen
Alfred P. Degen, President and
Chief Executive Officer
Date: November 27, 1995 S\K. W. Hogan
Kenneth W. Hogan, Senior Vice President,
Chief Financial Officer & Secretary
Date: November 27, 1995 S\E. N. Agresti
Ernest N. Agresti, Director
Date: November 27, 1995
Melvin G. Alperin, Director
Date: November 27, 1995
C. Hamilton Davison, Director
Date: November 27, 1995 S\D. A. DeAngelis
Don A. DeAngelis, Director
Date: November 27, 1995
James M. Dillon, Director
Date: November 27, 1995 S\J. K. Farnum
Jonathan K. Farnum, Director
Date: November 27, 1995 S\J. F. Guthrie, Jr.
John F. Guthrie, Jr., Director
Date: November 27, 1995
Eleanor M. McMahon, Director
VALLEY RESOURCES, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE VIII
Fiscal Years Ended August 31, 1995, 1994 and 1993
Column A Column B Column C Column D Column E
Additions
Balance at (1) (2) Deductions Balance at
Beginning of Charged to Costs Charged to from End of
Description Period and Expenses Other Accounts Reserves Period
1995
Allowance for doubtful accounts $653,927 $1,274,238 $104,176 (a) $1,376,390 (b) $655,951
1994
Allowance for doubtful accounts $592,504 $ 959,404 $ 66,073 (a) $964,054 (b) $653,927
1993
Allowance for doubtful accounts $409,351 $1,074,391 $ 87,702 (a) $978,940 (b) $592,504
Notes: (a) Collections on accounts previously charged off.
(b) Accounts charged off.
Report of Independent Certified Public Accountants
on Consolidated Financial Schedule
To the Shareholders of
Valley Resources, Inc.
In connection with our audit of the consolidated financial statements of
Valley Resources, Inc. and subsidiaries referred to in our report dated
September 22, 1995 (except for Note G, as to which the date is October 18,
1995), which is included in the Annual Report to Stockholders and incorporated
by reference in Part II of this form, we have also examined the schedule listed
in the index at Part IV, Item 14(a)2. In our opinion, this schedule presents
fairly, in all material respects, the information required to be set forth
therein.
GRANT THORNTON LLP
Boston, Massachusetts
September 22, 1995
(Except for Note G, as to
which date is October 18, 1995)