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 7, 2012
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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On February 7, 2012, RGC Resources, Inc. issued a press release announcing the first quarter results for the quarter ending December 31, 2011. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information in this Current Report, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be 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 7, 2012. |
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 9, 2012 | By: | /s/ John B. Williamson, III | ||||
| John B. Williamson, III | ||||||
| Chairman, President, CEO and CFO | ||||||
Exhibit 99.1
NEWS RELEASE
RGC RESOURCES, INC.
| Release Date: | February 7, 2012 | |
| Contact: | John B. Williamson, III | |
| President and CEO | ||
| Telephone: | 540-777-3810 |
RGC RESOURCES, INC.
FIRST QUARTER FINANCIAL RESULTS
ROANOKE, Va. (February 7, 2012)—RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $1,834,912 or $0.40 per average share outstanding for the quarter ended December 31, 2011. This compares to consolidated earnings of $1,969,364 or $0.43 per average share outstanding for the quarter ended December 31, 2010. President and CEO John Williamson attributed the decrease in earnings to a decrease in gross margins related to lower space heating sales volumes from significantly warmer weather in December.
Earnings for the twelve months ending December 31, 2011 were $4,519,021 or $0.98 per share compared to $4,584,520 or $1.01 per share for the twelve months ended December 31, 2010. Williamson attributed the slight decrease in earnings to significantly warmer weather reducing heating sales volumes.
RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries Roanoke Gas Company, Diversified Energy Company and RGC Ventures of Virginia, Inc.
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, 2011 are not indicative of the results to be expected for the fiscal year ending September 30, 2012 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 | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Revenues |
$ | 18,499,176 | $ | 22,547,759 | $ | 66,750,288 | $ | 73,218,763 | ||||||||
| Cost of sales |
10,369,549 | 14,318,195 | 39,580,659 | 46,341,925 | ||||||||||||
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| Gross margin |
8,129,627 | 8,229,564 | 27,169,629 | 26,876,838 | ||||||||||||
| Other operating expenses |
4,710,783 | 4,593,016 | 18,054,037 | 17,684,257 | ||||||||||||
| Interest expense |
458,999 | 462,183 | 1,829,528 | 1,832,577 | ||||||||||||
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| Income before income taxes |
2,959,845 | 3,174,365 | 7,286,064 | 7,360,004 | ||||||||||||
| Income tax expense |
1,124,933 | 1,205,001 | 2,767,043 | 2,775,484 | ||||||||||||
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| Net income |
$ | 1,834,912 | $ | 1,969,364 | $ | 4,519,021 | $ | 4,584,520 | ||||||||
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| Net earnings per share of common stock: |
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| Basic |
$ | 0.40 | $ | 0.43 | $ | 0.98 | $ | 1.01 | ||||||||
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| Diluted |
$ | 0.40 | $ | 0.43 | $ | 0.98 | $ | 1.01 | ||||||||
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| Cash dividends per common share |
$ | 0.1750 | $ | 0.1700 | $ | 0.6850 | $ | 0.6650 | ||||||||
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| Weighted average number of common shares outstanding: |
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| Basic |
4,630,166 | 4,560,415 | 4,610,295 | 4,533,319 | ||||||||||||
| Diluted |
4,635,654 | 4,570,640 | 4,617,162 | 4,545,892 | ||||||||||||
Condensed Consolidated Balance Sheets
(Unaudited)
| December 31, | ||||||||
| 2011 | 2010 | |||||||
| Assets |
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| Current assets |
$ | 33,339,618 | $ | 36,625,660 | ||||
| Total property, plant and equipment, net |
86,758,618 | 82,177,598 | ||||||
| Other assets |
7,750,810 | 7,542,080 | ||||||
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| Total Assets |
$ | 127,849,046 | $ | 126,345,338 | ||||
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| Liabilities and Stockholders’ Equity |
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| Current liabilities |
$ | 31,303,768 | $ | 20,863,404 | ||||
| Long-term debt |
13,000,000 | 28,000,000 | ||||||
| Deferred credits and other liabilities |
33,454,304 | 29,200,530 | ||||||
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| Total Liabilities |
77,758,072 | 78,063,934 | ||||||
| Stockholders’ Equity |
50,090,974 | 48,281,404 | ||||||
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| Total Liabilities and Stockholders’ Equity |
$ | 127,849,046 | $ | 126,345,338 | ||||
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