8-K

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, 2018

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 240.425)

¨ 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, 2018, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2017. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 5, 2018, the Company held its Annual Meeting of Shareholders to elect three directors, to ratify the selection of independent auditors and to hold a non-binding shareholder advisory vote on named executive compensation. The voting results are provided below.

Shareholders elected the nominees for Class C directors as listed below to serve a three-year term expiring at the Annual Meeting of Shareholders to be held in 2021:

Director	Shares For	Shares Withheld	Broker Non Votes
T. Joe Crawford	3,328,893	34,588	2,280,661
John S. D'Orazio	3,324,959	38,522	2,280,661
Maryellen F. Goodlatte	3,167,576	195,905	2,280,661

Abney S. Boxley, III, S. Frank Smith and John B. Williamson, III continue to serve as Class A directors until the Annual Meeting of Shareholders to be held in 2019. Nancy Howell Agee, J. Allen Layman and Raymond D. Smoot, Jr. continue to serve as Class B directors until the Annual Meeting of Shareholders to be held in 2020.

Shareholders approved the selection by the Audit Committee of the Board of Directors of the firm Brown Edwards & Company, LLP as independent auditors for the fiscal year ending September 30, 2018, by the following vote:

Shares For	Shares Against	Shares Abstaining
5,585,475	52,054	6,613

Shareholders approved executive compensation through a non-binding advisory vote as indicated below:

Shares For	Shares Against	Shares Abstaining	Broker Non Votes
3,229,151	81,482	52,848	2,280,661

ITEM 8.01 OTHER EVENTS.

The Company issued a press release on February 5, 2018, announcing, among other things, the election of three Directors at its annual meeting of shareholders held on February 5, 2018 and the appointment of external auditors for the current year. At a meeting of the Board of Directors following the annual meeting of shareholders, the Board of Directors elected John B. Williamson, III as Chairman of RGC Resources, Inc. and John S. D'Orazio as President and CEO of RGC Resources, Inc.

The Board of Directors also elected the following senior officers: Paul W. Nester, Vice President, Secretary, Treasurer and CFO; Robert L. Wells, II, Vice President, Information Technology; and Carl J. Shockley, Vice President of Operations, Roanoke Gas Company.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information disclosed under this Item and Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall they by deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.

99.1	Press Release dated February 5, 2018.
99.2	Press Release dated February 5, 2018.

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, 2018	By:	/s/ Paul W. Nester
	Paul W. Nester
	Vice President, Secretary, Treasurer and CFO

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	February 5, 2018
Contact:	Paul W. Nester
	Vice President and CFO
Telephone:	540-777-3837

RGC RESOURCES, INC. REPORTS

FIRST QUARTER EARNINGS

ROANOKE, Va. (February 5, 2018)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $2,059,462 or $0.28 per share for the quarter ended December 31, 2017. This includes a one-time, non-cash charge of $208,288 resulting from the tax reform law and a $462,442 refund reserve for excess revenues billed to Roanoke Gas customers attributable to the corresponding reduction in income tax expense. This compares to consolidated earnings of $2,232,218 or $0.31 per share for the quarter ended December 31, 2016.

Earnings for the twelve months ending December 31, 2017 were $6,060,109 or $0.84 per share compared to$6,116,294 or $0.85 per share for the twelve months ended December 31, 2016. Excluding the one-time charge, twelve-month earnings would have increased by 2.5%. CEO John D’Orazio attributed the increase in to improved utility margins associated with infrastructure replacement programs, increased gas volumes attributed to customer growth, and the investment in the MVP.

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.

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.

Net income for the three months ended December 31, 2017 is not indicative of the results to be expected for the fiscal year ending September 30, 2018 as quarterly earnings are affected by the highly seasonal nature of the business and weather conditions generally result in greater earnings during the winter months. Past performance is not necessarily a predictor of future results.

Summary financial statements for the first quarter and twelve months are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three months ended December 31,				Twelve months ended December 31,
	2017		2016		2017		2016
Revenues	$	18,756,051	$	18,788,585	$	62,264,336	$	61,841,820
Cost of sales	9,682,616		9,397,680		29,772,649		29,624,117
Gross margin	9,073,435		9,390,905		32,491,687		32,217,703
Equity in earnings of MVP	148,811		84,540		485,917		215,867
Other operating expenses, net	5,414,443		5,412,342		21,277,395		20,776,812
Interest expense	612,645		458,521		2,071,378		1,686,486
Income before income taxes	3,195,158		3,604,582		9,628,831		9,970,272
Income tax expense	1,135,696		1,372,364		3,568,722		3,853,978
Net income	$	2,059,462	$	2,232,218	$	6,060,109	$	6,116,294
Net earnings per share of common stock:
Basic	$	0.28	$	0.31	$	0.84	$	0.85
Diluted	$	0.28	$	0.31	$	0.83	$	0.85
Cash dividends per common share	$	0.1550	$	0.1450	$	0.5900	$	0.5500
Weighted average number of common shares outstanding:
Basic	7,248,094		7,194,594		7,232,171		7,168,049
Diluted	7,296,180		7,210,547		7,276,772		7,180,686

Condensed Consolidated Balance Sheets

(Unaudited)

	December 31,
Assets	2017		2016
Current assets	$	21,881,630	$	21,453,170
Total property, plant and equipment, net	151,909,137		135,780,493
Other assets	22,490,552		18,728,080
Total Assets	$	196,281,319	$	175,961,743
Liabilities and Stockholders’ Equity
Current liabilities	$	17,876,580	$	28,756,950
Long-term debt	69,793,783		41,135,426
Deferred credits and other liabilities	47,309,921		48,788,676
Total Liabilities	134,980,284		118,681,052
Stockholders’ Equity	61,301,035		57,280,691
Total Liabilities and Stockholders’ Equity	$	196,281,319	$	175,961,743

EX-99.2

Exhibit 99.2

Contact:        John S. D’Orazio

President and CEO

Telephone:    (540) 777-3815

FOR IMMEDIATE RELEASE

RGC RESOURCES HOLDS

ANNUAL SHAREHOLDERS MEETING

ROANOKE, Va. (February 5, 2018)--RGC Resources, Inc. (NASDAQ: RGCO) announces election of Directors at its shareholders meeting held on February 5, 2018. Shareholders approved the election of T. Joe Crawford, Vice President and General Manager, Steel Dynamics Roanoke Bar Division, John S. D’Orazio, President and CEO, RGC Resources, Inc., and Maryellen F. Goodlatte, Principal, Glenn Feldmann Darby and Goodlatte for three-year terms. Shareholders also ratified the appointment of Brown Edwards and Company L.L.P. as auditors for fiscal 2018.

At a meeting of the Board of Directors, following the annual shareholders meeting, John B. Williamson, III was elected Chairman of the Board and John S. D’Orazio was elected President and CEO of RGC Resources, Inc. The following senior officers were also elected: Paul W. Nester, Vice President, Secretary, Treasurer and CFO, Robert L. Wells, II, Vice President, Information Technology, and Carl J. Shockley, Vice President of Operations, Roanoke Gas Company.

RGC Resources, Inc. provides energy and related products and services to approximately 60,000 customers in Virginia through its operating subsidiaries including Roanoke Gas Company and RGC Midstream, LLC.

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.

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