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): November 20, 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 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 20, 2023, RGC Resources, Inc. issued a press release announcing the results for the fourth quarter and year ending September 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	Fourth Quarter Earnings Press Release dated November 20, 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: November 20, 2023	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Interim Chief Financial Officer and Treasurer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	November 20, 2023
Contact:	Timothy J. Mulvaney
	Interim CFO and Treasurer
Telephone:	540-777-3997

RGC RESOURCES, INC.

REPORTS 2023 EARNINGS

ROANOKE, Va. (November 20, 2023)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $11,299,282, or $1.14 per share, for the fiscal year ended September 30, 2023, compared to a net loss of $31,732,602, or $3.48 per share, for the fiscal year ended September 30, 2022.  The 2022 net loss reflected total after-tax impairment charges of approximately $40.9 million related to RGC Midstream, LLC’s (“Midstream”) investment in the Mountain Valley Pipeline, LLC (“MVP”).  Underlying net income in 2022, a non-GAAP measure that excludes the impairment, was $9,178,942, or $1.01 per share, compared to the $11,299,282, or $1.14 per share, for fiscal 2023. 

Roanoke Gas continued executing its strategy of utility infrastructure investment to increase system reliability and drive customer growth and earnings.  CEO Paul Nester stated, “Higher utility margins and the start-up of the renewable natural gas facility in March drove utility income growth.  We were also excited to see construction of the MVP resume this year and look forward to completion of the pipeline in early 2024.  Additionally, the overall earnings improvement included the increased non-cash MVP earnings offset by higher borrowing costs in the Midstream subsidiary.”

Net income for the quarter ended September 30, 2023 was $1,014,175, or $0.10 per share, compared to a net loss of $11,415,229, or $1.16 per share, for the quarter ended September 30, 2022. The fourth quarter of 2022 included an after-tax, non-cash MVP impairment charge of approximately $11.3 million.  Underlying net loss for the fourth quarter of 2022, which excludes this impairment, was $75,660 or $0.01 per share. The significant increase in 2023 earnings reflected non-cash MVP income resulting from the resumption of construction in June of 2023.

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 revenue less cost of gas.  Underlying net income removes the effect of after-tax impairment charges 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.

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, 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 2022 Form10-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 fourth quarter and twelve months are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended September 30,					Twelve Months Ended September 30,
	2023		2022			2023		2022
Operating revenues	$	12,467,528	$	14,112,560		$	97,439,765	$	84,165,222
Operating expenses		11,723,420		13,657,868			79,761,285		69,248,547
Operating income		744,108		454,692			17,678,480		14,916,675
Equity in earnings of unconsolidated affiliate		1,561,409		1,410			2,084,990		73,327
Impairment of unconsolidated affiliates		—		(15,270,090	)		—		(55,092,303	)
Other income, net		443,373		568,893			646,528		1,456,983
Interest expense		1,430,213		1,187,015			5,618,805		4,497,929
Income (loss) before income taxes		1,318,677		(15,432,110	)		14,791,193		(43,143,247	)
Income tax expense (benefit)		304,502		(4,016,881	)		3,491,911		(11,410,645	)
Net income (loss)	$	1,014,175	$	(11,415,229	)	$	11,299,282	$	(31,732,602	)
Net earnings (loss) per share of common stock:
Basic	$	0.10	$	(1.16	)	$	1.14	$	(3.48	)
Diluted	$	0.10	$	(1.16	)	$	1.14	$	(3.48	)
Cash dividends per common share	$	0.1975	$	0.1950		$	0.7900	$	0.7800
Reconciliation of GAAP net income to underlying net income:
Net income (loss) as reported	$	1,014,175	$	(11,415,229	)	$	11,299,282	$	(31,732,602	)
Impairment - net of income tax		-		11,339,569			-		40,911,544
Underlying net income (loss)	$	1,014,175	$	(75,660	)	$	11,299,282	$	9,178,942
Underlying earnings (loss) per share: basic and diluted	$	0.10	$	(0.01	)	$	1.14	$	1.01
Weighted average number of common shares outstanding:
Basic		10,009,491		9,815,028			9,922,701		9,122,678
Diluted		10,011,039		9,815,028			9,927,157		9,122,678

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,
Assets	2023		2022
Current assets	$	26,795,262	$	35,548,319
Utility property, net		247,583,551		229,861,074
Other non-current assets		29,350,527		24,899,850
Total Assets	$	303,729,340	$	290,309,243
Liabilities and Stockholders’ Equity
Current liabilities	$	32,918,787	$	22,315,310
Long-term debt, net		125,844,728		135,695,289
Deferred credits and other non-current liabilities		44,233,200		39,207,988
Total Liabilities		202,996,715		197,218,587
Stockholders’ Equity		100,732,625		93,090,656
Total Liabilities and Stockholders’ Equity	$	303,729,340	$	290,309,243

XML

Document And Entity Information	Nov. 20, 2023
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	Nov. 20, 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