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, 2000 ----------------- Commission File Number 000-26591 ----------------- RGC Resources, Inc. - ------------------------------------------------------------------------------- (Exact name of Registrant as Specified in its Charter) VIRGINIA 54-1909697 - ------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 519 Kimball Ave., N.E., Roanoke, VA 24016 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (540) 777-4427 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) None - ------------------------------------------------------------------------------- (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, 2000 - -------------------------------- -------------------------------------- Common Stock, $5 Par Value 1,887,165
<TABLE> <CAPTION> RGC RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS - ----------------------------------------------------------------------------------------------------- UNAUDITED December 31, September 30, ASSETS 2000 2000 - ------ ----------------- ----------------- <S> <C> <C> <C> <C> <C> <C> Current Assets: Cash and cash equivalents $ 348,830 $ 721,249 Accounts receivable - (less allowance for uncollectibles of $797,733 and $314,081, respectively) 25,118,806 6,251,248 Inventories 10,299,723 12,421,327 Prepaid income taxes - 464,299 Deferred income taxes 1,868,133 1,836,581 Underrecovery of gas costs 2,366,027 888,687 Other 507,338 430,307 ----------------- ----------------- Total current assets 40,508,857 23,013,698 ----------------- ----------------- Property, Plant And Equipment: Utility plant in service 79,581,801 78,780,014 Accumulated depreciation (29,529,432) (28,765,599) ----------------- ----------------- Utility plant in service, net 50,052,369 50,014,415 Construction work-in-progress 1,789,032 1,562,138 ----------------- ----------------- Utility Plant, Net 51,841,401 51,576,553 ----------------- ----------------- Nonutility property 17,657,018 16,393,264 Accumulated depreciation (5,360,623) (5,044,294) ----------------- ----------------- Nonutility property, net 12,296,395 11,348,970 ----------------- ----------------- Total property, plant and equipment 64,137,796 62,925,523 ----------------- ----------------- Other Assets: Intangible assets, net of accumulated amortization 994,359 1,014,509 Other assets 429,291 453,764 ----------------- ----------------- Total other assets 1,423,650 1,468,273 ----------------- ----------------- Total Assets $ 106,070,303 $ 87,407,494 ================= ================= </TABLE> See notes to condensed consolidated financial statements. 2
<TABLE> <CAPTION> RGC RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS - ----------------------------------------------------------------------------------------------------- UNAUDITED December 31, September 30, LIABILITIES AND STOCKHOLDERS' EQUITY 2000 2000 - ------------------------------------ ----------------- ----------------- <S> <C> <C> <C> <C> <C> <C> Current Liabilities: Current maturities of long-term debt $ 726,565 $ 26,092 Borrowings under lines of credit 21,737,000 13,295,000 Dividends payable 528,974 517,827 Accounts payable 18,909,345 11,003,592 Income taxes payable 548,353 - Customer deposits 604,972 506,562 Accrued expenses 3,733,993 3,733,320 Refunds due customers 348,954 223,009 ----------------- ----------------- Total current liabilities 47,138,156 29,305,402 ----------------- ----------------- Long-term Debt, Excluding Current Maturities 22,603,700 23,310,522 ----------------- ----------------- Deferred Credits and Other Liabilities: Deferred income taxes 4,479,991 4,431,643 Deferred investment tax credits 364,441 374,056 ----------------- ----------------- Total deferred credits and other liabilities 4,844,432 4,805,699 ----------------- ----------------- Stockholders' Equity: Common stock, $5 par value; authorized, 10,000,000 shares; issued and outstanding 1,887,165 and 1,881,773 shares, respectively 9,435,825 9,408,665 Preferred stock, no par, authorized, 5,000,000 shares; 0 shares issued and outstanding in both 2000 and 1999 - - Capital in excess of par value 10,339,205 10,262,252 Retained earnings 11,602,840 10,314,954 Accumulated comprehensive income 106,145 - ----------------- ----------------- Total stockholders' equity 31,484,015 29,985,871 ----------------- ----------------- Total Liabilities and Stockholders' Equity $ 106,070,303 $ 87,407,494 ================= ================= </TABLE> See notes to condensed consolidated financial statements. 3
<TABLE> <CAPTION> RGC RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME FOR THE THREE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- UNAUDITED Three Months Ended December 31, 2000 1999 --------------- ---------------- <S> <C> <C> <C> <C> <C> <C> Operating Revenues: Gas utilities $ 31,824,069 $ 15,277,606 Propane operations 5,032,544 3,142,087 Energy marketing 3,826,498 1,972,655 Other 502,052 179,845 --------------- ---------------- Total operating revenues 41,185,163 20,572,193 --------------- ---------------- Cost of Sales: Gas utilities 24,593,410 9,613,596 Propane operations 2,935,236 1,492,873 Energy marketing 3,665,661 1,937,221 Other 366,987 105,170 --------------- ---------------- Total cost of sales 31,561,294 13,148,860 --------------- ---------------- Operating Margin 9,623,869 7,423,333 --------------- ---------------- Other Operating Expenses: Other operations 3,295,052 2,773,427 Maintenance 298,184 323,743 General taxes 1,142,485 745,255 Depreciation and amortization 1,235,311 1,115,697 --------------- ---------------- Total other operating expenses 5,971,032 4,958,122 --------------- ---------------- Operating Earnings 3,652,837 2,465,211 --------------- ---------------- Other Deductions, net (29,732) (35,699) --------------- ---------------- Earnings Before Interest and Income Taxes 3,623,105 2,429,512 --------------- ---------------- Interest Charges 788,752 613,865 --------------- ---------------- Earnings Before Income Taxes 2,834,353 1,815,647 --------------- ---------------- Income Taxes 1,017,493 656,482 --------------- ---------------- Net Earnings $ 1,816,860 $ 1,159,165 =============== ================ Other Comprehensive Income, net of $67,721 in income tax 106,145 - --------------- ---------------- Comprehensive Income $ 1,923,005 $ 1,159,165 =============== ================ Basic and Diluted Earnings Per Common Share $ 0.96 $ 0.63 =============== ================ </TABLE> See notes to condensed consolidated financial statements. 4
<TABLE> <CAPTION> RGC RESOURCES, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND 1999 UNAUDITED Three Months Ended December 31, 2000 1999 ------------------ -------------- <S> <C> <C> <C> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 1,816,860 $ 1,159,165 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization 1,257,189 1,150,414 Loss (gain) on disposal of property (4,025) 16,280 Deferred taxes and investment tax credits 7,181 (341,640) Changes in assets and liabilities which used cash, exclusive of changes and noncash transactions shown separately (9,006,122) (3,022,556) -------------- -------------- Net cash used in operating activities (5,928,917) (1,038,337) -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to utility plant and nonutility property (2,468,025) (2,245,863) Cost of removal of utility plant, net (8,733) (4,890) Proceeds from sales of assets 11,321 6,441 -------------- -------------- Net cash used in investing activities (2,465,437) (2,244,312) -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Retirement of long-term debt (6,349) (5,907) Net borrowings under lines of credit 8,442,000 4,244,000 Cash dividends paid (517,828) (495,055) Proceeds from issuance of stock 104,112 114,193 Net cash provided by financing activities 8,021,935 3,857,231 -------------- -------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (372,419) 574,582 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 721,249 139,501 -------------- -------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 348,830 $ 714,083 ============== ============== SUPPLEMENTAL INFORMATION: Interest paid $ 876,285 $ 925,392 Income taxes refunded, net (2,341) (525) </TABLE> See notes to condensed consolidated financial statements. 5
RGC RESOURCES, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED - ----------------------------------------------------------------------------- 1. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly RGC Resources, Inc.'s financial position as of December 31, 2000 and the results of its operations and its cash flows for the three months ended December 31, 2000 and 1999. The results of operations for the three months ended December 31, 2000 are not indicative of the results to be expected for the fiscal year ending September 30, 2001. 2. The condensed consolidated financial statements and condensed notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company's annual consolidated financial statements and notes thereto. 3. Certain reclassifications were made to prior year balances to conform with current year presentations. 4. Quarterly earnings are affected by the highly seasonal nature of the business as variations in weather conditions generally result in greater earnings during the winter months. 5. On October 1, 2000, the Company adopted the provisions of SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, as amended by SFAS No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO. 133, and SFAS No. 138, ACCOUNTING FOR CERTAIN DERIVATIVES AND CERTAIN HEDGING ACTIVITIES, and as interpreted by the FASB and the Derivatives Implementation Group through "Statement 133 Implementation Issues." SFAS No. 133 requires the recognition of all derivative instruments as assets or liabilities in the Company's balance sheet and measurement of those instruments at fair value. The adoption of the standard did not have a material impact on the results of operations or other comprehensive income. The Company has entered into futures and swaps, extending through March 2001, for the purpose of hedging the price of propane in order to provide price stability during the winter months. The Company's hedging activities are in accordance with established risk management policies. The hedges qualify as cash flow hedges; therefore, changes in the fair value are reported in Other Comprehensive Income. No portion of the hedges were ineffective during the three months ended December 31, 2000. Gains on hedge transactions will be reclassified into earnings as the transactions are settled. 6. Earnings per common share are based on the weighted average number of shares outstanding during each period (1,885,336 and 1,835,972 for the three-month periods ended December 31, 2000 and 1999, respectively) and the weighted average number of shares outstanding assuming dilution (1,886,440 and 1,841,890 for the three-month periods ended December 31, 2000 and 1999, respectively). The difference between the weighted average number of shares for the calculation of basic and diluted earnings per share relates to the dilutive effect associated with the assumed issuance of stock options as calculated using the Treasury Stock method. 6
RGC RESOURCES, INC. AND SUBSIDIARIES CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED - ----------------------------------------------------------------------------- 7. RGC Resources, Inc.'s reportable segments are included in the following table. The segments are comprised of natural gas, propane, energy marketing and other. <TABLE> <CAPTION> Energy Natural Gas Propane Marketing Other Total -------------------------------------------------------------------- <S> <C> <C> For the Quarter Ended December 31, 2000: Operating revenues $31,824,069 $5,032,544 $3,826,498 $502,052 $41,185,163 Operating margin 7,230,659 2,097,308 160,837 135,065 9,623,869 Earnings before income taxes 2,119,996 671,951 151,492 (109,086) 2,834,353 As of December 31, 2000: Total assets $86,060,603 $16,165,475 $1,811,209 $2,033,016 $106,070,303 For the Quarter Ended December 31, 1999: Operating revenues $15,277,606 $3,142,087 $1,972,655 $179,845 $20,572,193 Operating margin 5,664,010 1,649,214 35,434 74,675 7,423,333 Earnings before income taxes 1,355,757 369,800 32,682 57,408 1,815,647 As of December 31, 1999: Total assets $68,446,561 $13,021,881 $1,021,488 $712,740 $83,202,670 </TABLE> 8. The Company increased the borrowing limits on its line of credit agreements. The Company's total available line of credit increased from $23,500,000 to $30,000,000. The Company sought the increase to provide additional working capital to fund significantly higher inventory and accounts receivable balances resulting from higher natural gas and propane prices. The increase in the line of credit availability is temporary and is currently scheduled to return to the previous level on June 30, 2001. 9. Both Roanoke Gas Company and Bluefield Gas Company, subsidiaries of RGC Resources, Inc., operated manufactured gas plants (MGPs) as a source of fuel for lighting and heating until the early 1950's. A by- product of operating MGPs was coal tar, and the potential exists for on-site tar waste contaminants at the former plant sites. The extent of contaminants at these sites, if any, is unknown at this time. An analysis at the Bluefield Gas Company site indicates some soil contamination. The Company, with concurrence of legal counsel, does not believe any events have occurred requiring regulatory reporting. Further, the Company has not received any notices of violation or liabilities associated with environmental regulations related to the MGP sites and is not aware of any off-site contamination or pollution as a result of prior operations. Therefore, the Company has no plans for subsurface remediation at the MGP sites. Should the Company eventually be required to remediate either site, the Company will pursue all prudent and reasonable means to recover any related costs, including insurance claims and regulatory approval for rate case recognition of expenses associated with any work required. A stipulated rate case agreement between the Company and the West Virginia Public Service Commission recognized the Company's right to defer MGP clean-up costs, should any be incurred, and to seek rate relief for such costs. If the Company eventually incurs costs associated with a required clean-up of either MGP site, the Company anticipates recording a regulatory asset for such clean-up costs to be recovered in future rates. Based on anticipated regulatory actions and current practices, management believes that any costs incurred related to this matter will not have a material effect on the Company's financial condition or results of operations. 7
RGC RESOURCES, INC. AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------- RESULTS OF OPERATIONS Consolidated net earnings for the three-month period ended December 31, 2000 was $1,816,860 compared to $1,159,165 for the same period last year. Total operating revenues for the three months ended December 31, 2000 doubled last year's revenues as the cold weather lead to increased energy sales volumes and drove energy costs to significantly higher levels as compared to the same period last year. Significantly colder temperatures that were 38 percent colder than the same period last year and 21 percent colder than the 10-year normal provided the catalyst for the increased energy sales. Total regulated natural gas deliveries increased by more than 26 percent with non-transporting volumes reflecting a 36 percent increase in dekatherms sold. Propane gallons delivered experienced an increase of nearly 18 percent. The greatest impact to revenues resulted from adjusting retail prices for increases in the cost of gas. The average cost of a dekatherm of natural gas increased by more than 88 percent from the same period last year. The average cost of a gallon of propane increased by 67 percent during the same time. Total operating margin increased $2,200,536, or 30 percent, for the quarter ended December 31, 2000 from the same period last year. Regulated natural gas margins increased by $1,566,649, or 28 percent, on a total delivered volume (transporting and non-transporting) increase of 897,264 dekatherms, or 27 percent. Propane margins increased by $448,094, or 27 percent, on a 508,263, or 18 percent, gallon increase in deliveries over the same period last. Propane deliveries did not obtain the same level of increases as the natural gas side, due to end of year fill-ups conducted in September 2000 that caused customer inventories to begin the year at a higher level. The unregulated energy marketing company experienced a significant rise in margin on flat sales for the month. The average margin obtained from the energy marketing sales increased by $0.198 per dekatherm, or 359 percent. The tremendous boost in margins resulted from the Company entering into a fixed price contract for natural gas during the summer that locked in prices at that time. This contract will expire on February 28, 2001. Other margins increased as compared to last year due to the activities of the Company's two acquisitions last winter, Highland/Cox Heating and Cooling, Inc. and GIS Resources, Inc. Other operations expenses increased by $521,625, or 19 percent, for the three-month period ended December 31, 2000 compared to the same period last year. Nearly half of the increase resulted from increases in bad debt reserves related to the rise in revenues. Bad debt expense and customer delinquencies are, and will be, an area of increased focus for the current year as higher energy prices are expected to impact collectibility of customer accounts. Most of the remaining increase in other operating expenses results from the activities of the Company's newest business ventures that began operations in January 2000. General taxes increased $397,230, or 53 percent. State and local gross receipts taxes comprise the major items in the general tax category. These taxes are based upon gross receipts and increased 88 percent over last year's levels. The increases in these taxes corresponds to the 100 percent rise in gross revenues of the natural gas companies. Capital expenditures for adding new customers to the natural gas and propane business, replacing older portions of the natural gas distribution system, and adding the assets of GIS Resources, Inc. and Highland/Cox Heating and Cooling, Inc. have resulted in depreciation expense increasing by $119,614, or 11 percent. Interest charges increased by more than 28 percent as the Company's average total debt position for the current quarter rose by nearly 26 percent. The additional debt was required to finance significantly higher balances in accounts receivable and inventories related to higher gas prices as well as increased sales, and to a lesser extent for financing propane operations and the Company's renewal program in the natural gas operations. 8
RGC RESOURCES, INC. AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------- The three-month earnings presented herein should not be considered as reflective of the Company's consolidated financial results for the fiscal year ending September 30, 2001. The total revenues during the first three months reflect higher billings due to the weather sensitive nature of the gas business and higher energy costs. Improvement or decline in earnings depends primarily on weather conditions during the remaining winter months. LINE OF CREDIT The Company increased the borrowing limits on its line of credit agreements. The Company's total available line of credit increased from $23,500,000 to $30,000,000. The Company sought the increase to provide additional working capital to fund significantly higher inventory and accounts receivable balances resulting from higher energy prices. The increase in the line of credit availability is temporary and is currently scheduled to return to the previous level on June 30, 2001. ENERGY COSTS A combination of several factors accounts for the significantly higher energy prices. For the last several years, warmer than normal winter weather has served to mask the underlying growth in energy demand and keep energy prices low. The low prices led to a reduction in natural gas exploration and production. Also during this time period, virtually all new electric generation plants being built to meet growing electric demand were designed to use natural gas as the primary energy source. The convergence of growing electric demand, reduced production and storage of natural gas, limitations on oil production both domestically and internationally, and near record cold weather in November and December have all contributed to the dramatic increase in energy prices. The NYMEX price, an industry standard for measuring gas prices, for January 2001 natural gas futures contracts was $10.10 per dekatherm December 2000. At the same time last year the January 2000 NYMEX price for natural gas futures contracts was $2.72. Propane price swings have been significant as well. The impact of these dramatic increases in energy prices has been mitigated to our customers by a variety of factors. A portion of our winter deliveries are provided from gas purchased during the summer at lower prices and stored for winter usage. In addition, other natural gas supplies were purchased under fixed price contracts put into effect prior to the full impact of the price escalation. The higher prices for natural gas have translated into increased exploration activity by producers, which should lead eventually to increased supply. However, in the near future, prices are expected to remain at higher levels than has been experienced over the last few years. REGULATORY AFFAIRS As a result of increasing energy prices, the Company has purchased gas adjustment proceedings active in both Virginia and West Virginia in an effort to keep customer billing rates current with actual gas costs. The Company has also filed in both states for the option of using financial hedges as a way to reduce the volatility in natural gas prices. The Company is also participating in a variety of regulatory proceedings related to underground utility damage prevention, special area development rates, rules of conduct in customer choice programs and other deregulation issues. 9
RGC RESOURCES, INC. AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------- ENVIRONMENTAL ISSUES Both Roanoke Gas Company and Bluefield Gas Company, subsidiaries of RGC Resources, Inc., operated manufactured gas plants (MGPs) as a source of fuel for lighting and heating until the early 1950's. A by-product of operating MGPs was coal tar, and the potential exists for on-site tar waste contaminants at the former plant sites. The extent of contaminants at these sites, if any, is unknown at this time. An analysis at the Bluefield Gas Company site indicates some soil contamination. The Company, with concurrence of legal counsel, does not believe any events have occurred requiring regulatory reporting. Further, the Company has not received any notices of violation or liabilities associated with environmental regulations related to the MGP sites and is not aware of any off-site contamination or pollution as a result of prior operations. Therefore, the Company has no plans for subsurface remediation at the MGP sites. Should the Company eventually be required to remediate either site, the Company will pursue all prudent and reasonable means to recover any related costs, including insurance claims and regulatory approval for rate case recognition of expenses associated with any work required. A stipulated rate case agreement between the Company and the West Virginia Public Service Commission recognized the Company's right to defer MGP clean-up costs, should any be incurred, and to seek rate relief for such costs. If the Company eventually incurs costs associated with a required clean-up of either MGP site, the Company anticipates recording a regulatory asset for such clean-up costs to be recovered in future rates. Based on anticipated regulatory actions and current practices, management believes that any costs incurred related to this matter will not have a material effect on the Company's financial condition or results of operations. FORWARD-LOOKING STATEMENTS From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include the following: (i) frozen rates in both regulated jurisdictions; (ii) earning on a consistent basis an adequate return on invested capital; (iii) increasing expenses and labor costs and availability; (iv) price competition from alternative fuels, especially in light of higher gas prices; (v) volatility in the price of natural gas and propane; (vi) uncertainty in the projected rate of growth of natural gas and propane requirements in the Company's service area; (vii) general economic conditions both locally and nationally; and (viii) developments in electricity and natural gas deregulation and associated industry restructuring. In addition, the Company's business is seasonal in character and strongly influenced by weather conditions. Extreme changes in winter heating degree days from normal or mean can have significant short-term impacts on revenues and gross margin. 10
Part II - Other Information Item 2. Changes in Securities. Pursuant to the RGC Resources Restricted Stock Plan for Outside Directors (the "Restricted Stock Plan"), 40% of the monthly retainer fee of each non-employee director of the Company is paid in shares of unregistered common stock and is subject to vesting and transferability restrictions ("restricted stock"). A participant can, subject to approval of the Board, elect to receive up to 100% of his retainer fee in restricted stock. The number of shares of restricted stock is calculated each month based on the closing sales price of the Company's common stock on the Nasdaq-NMS on the first day of the month. The shares of restricted stock are issued in reliance on section 3(a)(11) and section 4(2) exemptions under the Securities Act of 1993 (the "Act") and will vest only in the case of the participant's death, disability, retirement or in the event of a change in control of the Company. Shares of restricted stock will be forfeited to the Company by the participant's voluntary resignation during his term on the Board or removal for cause as a director. During the quarter ended December 31, 2000, the Company issued a total of 406 shares of restricted stock pursuant to the Restricted Stock Plan as follows: <TABLE> <CAPTION> Investment Date Price Number of Shares --------------- ----- ---------------- <S> <C> <C> <C> <C> 10-1-2000 $19.188 136 11-1-2000 $19.000 137 12-1-2000 $19.500 133 </TABLE> Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits None. (b) Reports on Form 8-K There were no reports on Form 8-K filed for the three months ended December 31, 2000. 11
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 there unto duly authorized. RGC Resources, Inc. Date: February 14, 2001 By: s/Roger L. Baumgardner --------------------------------- Roger L. Baumgardner Vice President/Secretary and Treasurer 12