SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1998
Commission File Number 070-09391
RGC Resources, Inc.
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(Exact name of Registrant as Specified in its Charter)
VIRGINIA 54-1909697
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
519 Kimball Ave., N.E., Roanoke, VA 24016
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(Address of Principal Executive Offices) (Zip Code)
(540) 777-4427
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at December 31, 1998
Common Stock, $5 Par Value 10
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<CAPTION>
RGC RESOURCES, INC.
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CONDENSED BALANCE SHEET
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UNAUDITED
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December 31, September 30,
ASSETS 1998 1998
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<S> <C> <C> <C> <C> <C> <C>
OTHER ASSETS $ 80,035 $ 39,989
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TOTAL $ 80,035 $ 39,989
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<TABLE>
<CAPTION>
December 31, September 30,
LIABILITIES 1998 1998
===========
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<S> <C> <C> <C> <C> <C> <C>
CURRENT LIABILITIES:
Accounts Payable - Parent $ 79,985 $ 39,939
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Total Current Liabilities 79,985 39,939
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Stockholders' Equity:
Common Stock - Par Value $5;
Authorized 10,000,000 Shares; Issued
and Outstanding 10 Shares 50 50
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Total Stockholders' Equity 50 50
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TOTAL $ 80,035 $ 39,989
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See condensed notes to condensed financial statements.
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-1-
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RGC RESOURCES, INC.
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CONDENSED NOTES TO CONDENSED FINANCIAL STATEMENTS
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UNAUDITED
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1. Roanoke Gas Company filed a Form U-1 with the Securities and Exchange
Commission on October 16, 1998, seeking approval to reorganize Roanoke
Gas Company, Bluefield Gas Company and Diversified Energy Company into
subsidiaries of RGC Resources, Inc. Currently, Bluefield Gas Company,
Diversified Energy Company and RGC Resources, Inc. are subsidiaries of
Roanoke Gas Company. The Company expects a decision from the Securities
and Exchange Commission regarding the Form U-1 in the Spring of 1999.
The Securities and Exchange Commission approved RGC Resources, Inc.'s
S-4 filing on January 28, 1999. The West Virginia Public Service
Commission has approved the reorganization based upon an administrative
law judge's approval on January 7, 1999. The Virginia State Corporation
Commission issued a final order on January 11, 1999 approving the
requested merger and reorganization. The reorganization must be approved
by more than two-thirds of the shareholders at Roanoke Gas Company's
annual meeting on March 31, 1999.
The principal reasons for the proposed reorganization are to create a
corporate structure that can more effectively address the increased
competition in the energy industry, refocus various utility activities,
facilitate selective diversification into non-utility businesses, afford
further separation between the utility and non-utility businesses and
provide additional flexibility for financing.
2. The accounting treatment for the reorganization will be based on
non-cash, non-taxable transactions, with resulting assets and
liabilities recorded at historical cost amounts.
3. The only transactions incurred by RGC Resources, Inc. for the
three-month period ended December 31, 1998 relate to the costs incurred
to organize the Company. Roanoke Gas Company has paid all costs incurred
to date related to the formation of RGC Resources, Inc., with RGC
Resources, Inc. recording a payable due Roanoke Gas Company in the
amount of $79,985.
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RGC RESOURCES, INC.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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Results of Operations and Financial Condition
All activity of RGC Resources, Inc. pertains to the required regulatory filings
to establish the company and obtain approval for the related reorganization.
Furthermore, all costs have been paid by Roanoke Gas Company with a related
payable established by RGC Resources, Inc.
Regulatory Affairs
The Securities and Exchange Commission approved RGC Resources, Inc.'s S-4 filing
on January 28, 1999. The West Virginia Public Service Commission has approved
the reorganization based upon an administrative law judge's approval on January
7, 1999. The Virginia State Corporation Commission issued a final order on
January 11, 1999 approving the requested merger and reorganization. The
reorganization must be approved by more than two-thirds of the shareholders at
Roanoke Gas Company's annual meeting on March 31, 1999. In addition, the SEC
must approve the Form U-1 filed on October 16, 1998 seeking approval of the
reorganization.
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Part II - Other Information
Item 6. Exhibits and Report on Form 8-K.
(a) Exhibits
Exhibits 27 - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three
months ended December 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RGC Resources, Inc.
Date: March 18, 1999 By: s/Roger L. Baumgardner
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Roger L. Baumgardner
Vice President/Secretary and
Treasurer
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<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM RGC
RESOURCES, INC. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOR THE
QUARTER ENDED DECEMBER 31, 1998, AS SET FORTH IN THE COMPANY'S QUARTERLY REPORT
ON FORM 10-Q, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 80,035
<TOTAL-ASSETS> 80,035
<COMMON> 50
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 50
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 79,985
<TOT-CAPITALIZATION-AND-LIAB> 80,035
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 0
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
