Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 5, 2024

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Virginia	000-26591	54-1909697
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

519 Kimball Ave., N.E. Roanoke, Virginia	24016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 540-777-4427

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $5 Par Value	RGCO	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 5, 2024, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

ITEM 8.01.

OTHER EVENTS

The press release attached hereto as Exhibit 99.1 is also incorporated into this Item 8.01 by reference and therefore deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

	99.1	First Quarter Earnings Press Release dated February 5, 2024.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	RGC RESOURCES, INC.

Date: February 6, 2024	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	February 5, 2024
Contact:	Timothy J. Mulvaney
	Vice President, Treasurer and CFO
Telephone:	540-777-3997

RGC RESOURCES, INC. REPORTS

FIRST QUARTER EARNINGS

ROANOKE, Va. (February 5, 2024)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $5,019,992, or $0.50 per share, for the first quarter ended December 31, 2023, compared to $3,256,405, or $0.33 per share, for the fiscal quarter ended December 31, 2022. The increase over the quarter a year ago included nearly $1.5 million in earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”) as well as improved utility margins.

Roanoke Gas continued to make investments in utility infrastructure to improve system reliability and deliver gas to new customers to drive earnings. CEO Paul Nester stated, “Higher utility margins were welcomed in the quarter particularly in light of inflationary pressures that will temper performance in the coming quarters. Good weather enabling strong construction progress of the MVP during the quarter was gratifying, and we eagerly await for the completion of the pipeline.” Nester further commented, “Roanoke Gas is experiencing increasing costs and has filed for relief through a rate application with the State Corporation Commission.”

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries Roanoke Gas Company and RGC Midstream, LLC.

Utility margins is a non-GAAP measure defined as utility revenues less cost of gas. Management considers this non-GAAP measure to provide useful information to both management and investors for purpose of such comparability and in evaluating operating performance, but it should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for, or superior to, GAAP results.

The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. 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 any expectations expressed in the Company’s forward-looking statements, regarding inflation, customer growth, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, geopolitical considerations, expectations regarding the MVP construction and operation, and regulatory and legal challenges along with risks included under Item 1-A in the Company’s fiscal 2023 Form 10-K. Forward-looking statements reflect the Company’s current expectations only as of the date they are made. The Company assumes no duty to update these statements should expectations change or actual results differ from current expectations except as required by applicable laws and regulations.

Past performance is not necessarily a predictor of future results.

Summary financial statements for the first quarter are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended December 31,
	2023		2022

Operating revenues	$	24,419,352	$	33,282,335
Operating expenses		17,767,315		27,737,850
Operating income		6,652,037		5,544,485
Equity in earnings of unconsolidated affiliate		1,467,835		1,232
Other income, net		120,786		74,606
Interest expense		1,636,273		1,369,164
Income before income taxes		6,604,385		4,251,159
Income tax expense		1,584,393		994,754

Net income	$	5,019,992	$	3,256,405

Net earnings per share of common stock:
Basic	$	0.50	$	0.33
Diluted	$	0.50	$	0.33

Cash dividends per common share	$	0.2000	$	0.1975

Weighted average number of common shares outstanding:
Basic		10,029,243		9,830,206
Diluted		10,031,354		9,837,188

Condensed Consolidated Balance Sheets

(Unaudited)

	December 31,
Assets	2023		2022
Current assets	$	34,769,875	$	47,845,073
Utility property, net		250,343,833		234,849,715
Other non-current assets		29,589,527		25,257,374

Total Assets	$	314,703,235	$	307,952,162

Liabilities and Stockholders’ Equity
Current liabilities	$	64,196,722	$	60,164,437
Long-term debt, net		102,461,196		113,288,995
Deferred credits and other non-current liabilities		44,500,714		39,608,723
Total Liabilities		211,158,632		213,062,155
Stockholders’ Equity		103,544,603		94,890,007

Total Liabilities and Stockholders’ Equity	$	314,703,235	$	307,952,162

Document And Entity Information	Feb. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Feb. 05, 2024
Entity, Incorporation, State or Country Code	VA
Entity, File Number	000-26591
Entity, Tax Identification Number	54-1909697
Entity, Address, Address Line One	519 Kimball Ave.
Entity, Address, City or Town	Roanoke
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	24016
City Area Code	540
Local Phone Number	777-4427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $5 Par Value
Trading Symbol	RGCO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069533