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): August 3, 2023

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))

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 August 3, 2023, RGC Resources, Inc. issued a press release announcing the results for the third quarter ending June 30, 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	Third Quarter Earnings Press Release dated August 3, 2023.
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: August 4, 2023	By:	/s/ Jason A. Field
		Jason A. Field
		Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	August 3, 2023
Contact:	Paul Nester
	President and CEO
Telephone:	540-777-3831

RGC RESOURCES, INC. REPORTS

THIRD QUARTER EARNINGS

ROANOKE, Va.  (August 3, 2023)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $686,816, or $0.07 per share, for the quarter ended June 30, 2023, compared to earnings of $592,527, or $0.06 per share, for the quarter ended June 30, 2022.  CEO Paul Nester stated, “We experienced earnings growth driven primarily by improved utility margins and the investment in Mountain Valley Pipeline (MVP), net of higher interest expense.”  Nester further commented, “We are pleased that the U.S. Supreme Court acted quickly, allowing the MVP project to resume forward construction and hopefully enabling a much needed, new supply of natural gas to the Roanoke region by this winter.”

Net loss for the twelve months ended June 30, 2023 was $1,130,122, or $0.11 per share.  Underlying net income for the twelve months ended June 30, 2023 was $10,209,447, or $1.03 per share, compared to $9,255,083, or $1.06 per share, for the twelve months ended June 30, 2022.  Nester attributed the underlying net income increase to improved utility margins associated with infrastructure replacement programs, the implementation of the new non-gas rates and the investment in the MVP.  Underlying earnings per share declined due to the impact of the March 2022 equity offering on the weighted average shares outstanding.

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.  Underlying net income removes the effect of the after-tax impairment charge specific to the MVP investment from the results of operations to enhance the comparability of financial results between periods.  Management considers these non-GAAP measures to provide useful information to both management and investors for purpose of such comparability and in evaluating operating performance, but they 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.

Net income for the three months ended June 30, 2023 is not indicative of the results to be expected for the fiscal year ending September 30, 2023 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.

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 customer growth, infrastructure investment and margins.  These risks and uncertainties include gas prices and supply, geopolitical considerations and regulatory and legal challenges and those set forth in Item 1-A of the Company’s fiscal 2022 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 third quarter and twelve months are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended June 30,				Twelve months ended June 30,
	2023		2022		2023			2022
Operating revenues	$	13,660,245	$	17,259,899	$	99,084,797		$	83,407,916
Operating expenses		11,861,780		15,619,727		81,695,733			68,390,770
Operating income		1,798,465		1,640,172		17,389,064			15,017,146
Equity in earnings of unconsolidated affiliate		519,482		235		524,991			252,721
Impairment of unconsolidated affiliates		—		—		(15,270,090	)		(39,822,213	)
Other income, net		6,725		221,141		772,048			1,052,476
Interest expense		1,423,566		1,102,214		5,375,607			4,334,968
Income (loss) before income taxes		901,106		759,334		(1,959,594	)		(27,834,838	)
Income tax expense (benefit)		214,290		166,807		(829,472	)		(7,517,946	)
Net income (loss)	$	686,816	$	592,527	$	(1,130,122	)	$	(20,316,892	)
Net earnings (loss) per share of common stock:
Basic	$	0.07	$	0.06	$	(0.11	)	$	(2.32	)
Diluted	$	0.07	$	0.06	$	(0.11	)	$	(2.32	)
Cash dividends per common share	$	0.1975	$	0.1950	$	0.7875		$	0.7700
Reconciliation of GAAP net income to underlying net income:
Net income (loss) as reported	$	686,816	$	592,527	$	(1,130,122	)	$	(20,316,892	)
Impairment - net of income tax		—		-		11,339,569			29,571,975
Underlying net income	$	686,816	$	592,527	$	10,209,447		$	9,255,083
Underlying earnings per share: basic and diluted	$	0.07	$	0.06	$	1.03		$	1.06
Weighted average number of common shares outstanding:
Basic		9,939,843		9,798,700		9,873,686			8,756,025
Diluted		9,942,871		9,804,289		9,873,686			8,756,025

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,
Assets	2023		2022
Current assets	$	25,754,930	$	35,589,886
Utility property, net		243,087,547		224,145,150
Other non-current assets		25,923,607		39,008,457
Total Assets	$	294,766,084	$	298,743,493
Liabilities and Stockholders’ Equity
Current liabilities	$	27,252,815	$	21,063,473
Long-term debt, net		126,252,586		130,265,070
Deferred credits and other non-current liabilities		40,312,870		41,832,326
Total Liabilities		193,818,271		193,160,869
Stockholders’ Equity		100,947,813		105,582,624
Total Liabilities and Stockholders’ Equity	$	294,766,084	$	298,743,493

XML

Document And Entity Information	Aug. 03, 2023
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Aug. 03, 2023
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