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): May 1, 2024

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 230.425)

☐ 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 May 1, 2024, RGC Resources, Inc. issued a press release announcing the results for the second quarter ending March 31, 2024.  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	Second Quarter Earnings Press Release dated May 1, 2024.
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: May 1, 2024	By:	/s/ Timothy J. Mulvaney
		Timothy J. Mulvaney
		Vice President, Treasurer and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:	May 1, 2024
Contact:	Timothy J. Mulvaney
	Vice President, Treasurer and CFO
Telephone:	(540) 777-3997

RGC RESOURCES, INC. REPORTS

SECOND QUARTER EARNINGS

ROANOKE, Va.  (May 1, 2024)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $6,443,390, or $0.63 per share, for the second quarter ended March 31, 2024, compared to $6,341,886, or $0.64 per share, for the fiscal quarter ended March 31, 2023.  The increase over the quarter a year ago included $1.2 million in earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”), as well as improved utility margins which inflationary cost increases largely offset.

Continued investments in utility infrastructure at Roanoke Gas to enhance system reliability and deliver gas to new customers contributed to earnings. CEO Paul Nester stated, “A mild winter has led to lower revenues, and persistent inflationary cost pressures are challenging earnings.  The mild weather aided construction progress of the MVP during the quarter, and the MVP has filed for a final permit from FERC to allow gas to flow in the next 30 days.”  As noted above and announced last quarter, Roanoke Gas is experiencing increasing costs and has filed for relief through a rate application with the State Corporation Commission with rates to go into effect July 1, 2024, subject to refund.

Through the first six months of fiscal 2024, the Company’s net income of $11,463,382, or $1.14 per share, was up 19.4% from $9,598,291, or $0.97 per share, primarily due to earnings from the Company’s 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.

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 inflation, 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 2023 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 second quarter and fiscal year to date are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

	Three Months Ended March 31,				Six Months Ended March 31,
	2024		2023		2024		2023
Operating revenues	$	32,659,376	$	38,029,657	$	57,078,728	$	71,311,992
Operating expenses		24,029,667		28,438,235		41,796,982		56,176,085
Operating income		8,629,709		9,591,422		15,281,746		15,135,907
Equity in earnings of unconsolidated affiliate		1,229,384		2,867		2,697,219		4,099
Other income, net		89,487		121,824		210,273		196,430
Interest expense		1,566,613		1,395,862		3,202,886		2,765,026
Income before income taxes		8,381,967		8,320,251		14,986,352		12,571,410
Income tax expense		1,938,577		1,978,365		3,522,970		2,973,119
Net income	$	6,443,390	$	6,341,886	$	11,463,382	$	9,598,291
Net earnings per share of common stock:
Basic	$	0.63	$	0.64	$	1.14	$	0.97
Diluted	$	0.63	$	0.64	$	1.13	$	0.97
Cash dividends per common share	$	0.2000	$	0.1975	$	0.4000	$	0.3950
Weighted average number of common shares outstanding:
Basic		10,170,595		9,911,202		10,099,533		9,870,259
Diluted		10,174,006		9,918,708		10,102,284		9,877,501

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,
Assets	2024		2023
Current assets	$	28,525,645	$	32,360,035
Utility property, net		254,140,117		239,285,862
Other non-current assets		30,693,768		24,806,325
Total Assets	$	313,359,530	$	296,452,222
Liabilities and Stockholders’ Equity
Current liabilities	$	21,702,382	$	43,632,463
Long-term debt, net		135,916,887		112,762,045
Deferred credits and other non-current liabilities		45,196,399		39,779,306
Total Liabilities		202,815,668		196,173,814
Stockholders’ Equity		110,543,862		100,278,408
Total Liabilities and Stockholders’ Equity	$	313,359,530	$	296,452,222

XML

Document And Entity Information	May 01, 2024
Document Information [Line Items]
Entity, Registrant Name	RGC RESOURCES, INC.
Document, Type	8-K
Document, Period End Date	May 01, 2024
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	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, $5 Par Value
Trading Symbol	RGCO
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001069533