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): March 7, 2022

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))

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 7, 2022, Roanoke Gas Company ("Roanoke"), the utility subsidiary of RGC Resources, Inc., ("Resources") entered into a new agreement with Columbia Gulf Transmission, LLC ("Gulf") effective April 1, 2022 for the transportation of natural gas.  This five year agreement replaces the current agreement scheduled to expire March 31, 2022.  The new agreement is included in Exhibit 10.1 and the corresponding Negotiated Rate Letter Agreement is included in Exhibit 10.2 to this report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS

(d) Exhibits.
10.1	FTS-1 Service Agreement by and between Columbia Gulf Transmission, LLC and Roanoke Gas Company dated March 7, 2022.
10.2	Negotiated Rate Letter Agreement
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: March 11, 2022	By:	/s/ Jason A. Field
		Jason A. Field
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

EX-10.1

Exhibit 10.1

Service Agreement No. 262643

Revision No. 0

FTS-1 SERVICE AGREEMENT

THIS AGREEMENT is made and entered into this 7^th day of March, 2022 by and between COLUMBIA GULF TRANSMISSION, LLC (“Transporter”) and ROANOKE GAS COMPANY (“Shipper”).

WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Service to be Rendered. Transporter shall perform and Shipper shall receive the service in accordance with the provisions of the effective FTS-1 Rate Schedule and applicable General Terms and Conditions of Transporter’s FERC Gas Tariff, Third Revised Volume No. 1 (“Tariff”), on file with the Federal Energy Regulatory Commission (“Commission”), as the same may be amended or superseded in accordance with the rules and regulations of the Commission herein contained. The maximum obligations of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which the Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission.

Section 2. Term. Service under this Agreement shall commence as of April 1, 2022, and shall continue in full force and effect until March 31, 2027. Shipper and Transporter agree to avail themselves of the Commission’s pre-granted abandonment authority upon termination of this Agreement, subject to any right of first refusal Shipper may have under the Commission’s Regulations and Transporter’s Tariff.

Section 3. Rates. Shipper shall pay the charges and furnish the Retainage as described in the above-referenced Rate Schedule, unless otherwise agreed to by the parties in writing and specified as an amendment to this Service Agreement. Transporter may agree to discount its rate to Shipper below Transporter’s maximum rate, but not less than Transporter’s minimum rate. Such discounted rate may apply to: (a) specified quantities (contract demand or commodity quantities); (b) specified quantities above or below a certain level or all quantities if quantities exceed a certain level; (c) quantities during specified time periods; (d) quantities at specified points, locations, or other defined geographical areas; (e ) that a specified discounted rate will apply in a specified relationship to the quantities actually transported (i.e., that the reservation charge will be adjusted in a specified relationship to quantities actually transported); and (f) production and/or reserves committed by the Shipper.

Section 4. Notices. Notices to Transporter under this Agreement shall be addressed to it at 700 Louisiana St., Suite 700, Houston, Texas 77002-2700, Attention: Customer Services and notices to Shipper shall be addressed to it at Roanoke Gas Company, President, P.O. Box 13007, Roanoke, VA 24030, Attention: Roanoke Gas Company, until changed by either party by written notice.

Section 5. Superseded Agreements. This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): N/A.

ROANOKE GAS COMPANY	COLUMBIA GULF TRANSMISSION , LLC
By        /s/Paul W. Nester	By       /s/Carol Wehlmann
Title     President and CEO	Title    Manager, USNG Contracts
Date     7 Mar 2022	Date    March 8, 2022

Revision No. 0

Appendix A to Service Agrement No. 262643

Under Rate Schedule FTS-1

between Columbia Gulf Transmission, LLC ("Transporter")

and Roanoke Gas Company ("Shipper")

		Transportation Demand
			Transportation	Recurrence
	Begin Date	End Date	Demand Dth/day	Interval
	04/01/2022	03/31/2027	17,349	1/1 - 12/31
		Primary Receipt Points
		Measuring	Measuring	Maximum Daily	Recurrence
Begin Date	End Date	Point No.	Point Name	Quantity (Dth/day)	Interval
04/01/2022	03/31/2027	2700010	CGT-RAYNE	17,349	1/1 - 12/31
		Primary Delivery Points
		Measuring	Measuring	Maximum Daily	Recurrence
Begin Date	End Date	Point No.	Point Name	Quantity 9Dth/day)	Interval
04/01/2022	03/31/2027	801	GULF-LEACH	17,349	1/1 - 12/31

The Master List of Interconnects ("MLI") as defined in Section 1 of the General Terms and Conditions of Transporter's Tariff is incorporated by reference for purposes of listing valid secondary interruptible receipt points and delivery points.

Transporter and Shipper have mutually agreed to the following maximum or minimum pressure commitments:

____ Yes   x   No (Check applicable blank) Transporter and Shipper have mutually agreed to a Regulatory Restructuring Reduction Option pursuant to Section 33 of the General Terms and Conditions of Transporter's FERC Gas Tariff.

____ Yes   x   No (Check applicable blank) Shipper has a contractual right of first refusal equivalent to the right of first refusal set forth from time to time in Section 4 of the General Terms and Conditions of Transporter's FERC Gas Tariff.

____ Yes   x   No (Check applicable blank) This Service Agreement covers interim capacity sold pursuant to the provisions of General Terms and Conditions Section 4.  Right of first refusal rights, if any, applicable to this interim capacity are limited as provided for in General Terms and Conditions Section 4.

ROANOKE GAS COMPANY	COLUMBIA GULF TRANSMISSION, LLC
By       /s/ Paul W. Nester	By     /s/ Carol Wehlmann
Title    President and CEO	Title   Manager, USNG Contracts
Date    7 Mar 2022	Date   March 8, 2022

EX-10.2

Exhibit 10.2

Columbia Gulf Transmission, LLC

700 Louisiana Street, Suite 1300

Houston, Texas 77002

February 16, 2022

Roanoke Gas Company

519 Kimball Avenue, N. E.

Roanoke, VA 24016

Attention: Paul Schneider

Email: Paul_Schneider@RoanokeGas.com

         RE:    FTS Service Agreement No. 262643 - FTS-1

                   Negotiated Rate Letter Agreement

Dear Mr. Schneider:

         This Negotiated Rate Letter Agreement (“NRL”) between Columbia Gulf Transmission, LLC (“Transporter” or “CGT”) and Roanoke Gas Company (“Shipper”) shall set forth the applicable rates and other rate provisions associated with the transportation service provided by Transporter to Shipper pursuant to the above-referenced Service Agreement. Transporter and Shipper may be referred to individually as a “Party” or collectively as the “Parties”.

Shipper and Transporter hereby agree:

1. The “Negotiated Reservation Rates” during the Initial Term for the transportation service provided shall be those rates and terms agreed upon as set forth in the ATTACHMENT B-1 attached hereto.

2. In addition to payment of the reservation rate as set forth in Paragraph 1, Shipper must pay reservation surcharges, commodity charges, commodity surcharges, overrun charges and retainage charges set forth in Transporter's FERC Gas Tariff as they may change from time to time.

3. Required Approvals. This NRL, together with the Agreement, will be filed with the FERC and shall be subject to FERC's acceptance on terms acceptable to Transporter in its sole discretion. If any terms of this NRL are disallowed by any order, rulemaking, regulation or policy of the FERC, Transporter may terminate this NRL with no further notice to Shipper. If any terms of the Agreement are in any way modified by order, rulemaking, regulation or policy of the FERC, Transporter and Shipper may mutually agree to modify this NRL with the goal of ensuring that the original commercial intent of the parties is preserved. If the parties cannot mutually agree to modifications hereto, Transporter reserves the right to terminate this NRL with no further notice to Shipper. Transporter will have no liability for any costs incurred by Shipper or related to the service rendered or contemplated to be rendered hereunder.

Accepted and agreed to this 7th day of March, 2022.

Roanoke Gas Company

By:    /s/ Paul W. Nester

Title: President and CEO

Date: 7 March 2022

Columbia Gulf Transmission, LLC

By:    /s/ John Richardson

Title: Director, Commercial East

Date: March 8, 2022 

ATTACHMENT B-1

NEGOTIATED RESERVATION RATES

Primary Receipt Point(s)*	Primary  Delivery Point(s)*	Transportation Demand (Dth/day)	Term	Fixed Monthly Demand Rate	Rate Schedule
2700010 (CGT-RAYNE)	801 (Gulf Leach)	17,349 Dth/day	4/01/2022 - 3/31/2027	$5.049/Dth	FTS-1

* Service from any other secondary receipt points to any other secondary delivery points will be charged the maximum reservation rate set forth in Transporter’s FERC Gas Tariff as amended from time to time.

XML

Document And Entity Information	Mar. 07, 2022
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Mar. 07, 2022
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	N.E. 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
Trading Symbol	RGCO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069533