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 March 31, 1999
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 March 31, 1999
Common Stock, $5 Par Value 10
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<CAPTION>
RGC RESOURCES, INC.
CONDENSED BALANCE SHEET
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UNAUDITED
March 31, September 30,
ASSETS 1999 1998
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<S> <C> <C> <C> <C> <C> <C>
OTHER ASSETS $ 112,331 $ 39,989
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TOTAL $ 112,331 $ 39,989
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March 31, September 30,
LIABILITIES 1999 1998
===========
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CURRENT LIABILITIES:
Accounts Payable - Parent $ 112,281 $ 39,939
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Total Current Liabilities 112, 281 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 $ 112,281 $ 39,989
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See condensed notes to condensed financial statements.
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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. RGC Resources was incorporated on July 31, 1998. 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.
RGC Resources, Inc., Roanoke Gas Company and Bluefield Gas Company have
received all required regulatory approvals to proceed with the
reorganization. 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 Securities and Exchange Commission approved RGC
Resources, Inc.'s S-4 filing on January 28, 1999. Roanoke Gas Company
shareholders approved the reorganization at the annual meeting held on
March 31, 1999. The Securities and Exchange Commission issued its order
authorizing the acquisition of common stock of gas utility companies on
April 1, 1999. The reorganization is expected to be completed during the
fourth quarter of fiscal year 1999. Immediately following the
reorganization, RGC Resources will file an exemption statement to exempt
itself and its subsidiaries from all provisions of the Public Utility
Holding Company Act, except with respect to certain acquisitions and
investments, under the "intrastate" exemption in Section 3(a)(1).
2. 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.
3. 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.
4. The only transactions incurred by RGC Resources, Inc. for the quarter
ended March 31, 1999 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 $112,281.
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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
RGC Resources, Inc., Roanoke Gas Company and Bluefield Gas Company have
received all required regulatory approvals to proceed with the reorganization.
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 Securities and Exchange
Commission approved RGC Resources, Inc.'s S-4 filing in January 28, 1999.
Roanoke Gas Company shareholders approved the reorganization at the annual
meeting held on March 31, 1999. The Securities and Exchange Commission issued
its order authorizing the acquisition of common stock of gas utility companies
on April 1, 1999. The reorganization is expected to be completed during the
fourth quarter of fiscal year 1999. Immediately following the reorganization,
RGC Resources will file an exemption statement to exempt itself and its
subsidiaries from all provisions of the Public Utility Holding Company Act,
except with respect to certain acquisitions and investments, under the
"intrastate" exemption in Section 3(a)(1).
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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 March 31, 1999.
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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: May 13, 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.'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOR THE
QUARTER ENDED MARCH 31, 1999, 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> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 112,331
<TOTAL-ASSETS> 112,331
<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
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 112,281
<TOT-CAPITALIZATION-AND-LIAB> 112,331
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<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 0
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<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
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<EPS-PRIMARY> 0.00
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</TABLE>
