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8-K

Rgc Resources Inc (RGCO)

8-K 2020-05-05 For: 2020-05-04
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Added on April 07, 2026

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 4, 2020

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Virginia 000-26591 54-1909697
(State or other jurisdiction<br><br>of incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>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<br>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 4, 2020, RGC Resources, Inc. issued a press release announcing the results for the second quarter ending March 31, 2020. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

| ITEM 9.01. | FINANCIAL STATEMENT AND EXHIBITS. | | --- | --- || 99.1 | Second Quarter Earnings Results Press Release dated May 4, 2020. | | --- | --- |


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 5, 2020 By: /s/ Randall P. Burton, II
Randall P. Burton, II
Vice President, Secretary, Treasurer and CFO
		Exhibit

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date: May 4, 2020
Contact: Randall P. Burton, II
Vice President and CFO
Telephone: 540-777-3997

RGC RESOURCES, INC. REPORTS

SECOND QUARTER EARNINGS

ROANOKE, Va. (May 4, 2020)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $5,680,316 or $0.70 per diluted share for the quarter ended March 31, 2020. This compares to consolidated earnings of $4,670,090 or $0.58 per diluted share for the quarter ended March 31, 2019. CEO Paul Nester stated, “Prior to the COVID-19 pandemic, we experienced strong earnings growth driven primarily by improved utility margins and the investment in the Mountain Valley Pipeline (MVP)”.

Earnings for the twelve months ending March 31, 2020 were $11,281,412 or $1.39 per diluted share outstanding compared to $8,876,066 or $1.10 per diluted share for the twelve months ended March 31, 2019. Nester attributed the significant increase in trailing twelve-month net income to improved utility margins associated with infrastructure replacement programs, implementation of the new non-gas rates, and the 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.

Net income for the three months ended March 31, 2020 is not indicative of the results to be expected for the fiscal year ending September 30, 2020 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. Additionally, the COVID-19 pandemic creates significant economic uncertainty for the remainder of fiscal 2020. Net income for the remainder of fiscal 2020 is expected to be lower than the corresponding period in 2019.

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.

Past performance is not necessarily a predictor of future results.

Summary financial statements for the second quarter and twelve months are as follows:


RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Three months ended March 31, Twelve months ended March 31,
2020 2019 2020 2019
Revenues $ 22,437,731 $ 25,274,959 $ 63,758,003 $ 68,352,418
Operating expenses 15,438,115 19,071,476 49,548,649 56,334,782
Operating income 6,999,616 6,203,483 14,209,354 12,017,636
Equity in earnings of MVP 1,188,593 698,175 4,041,803 1,859,431
Other income, net 317,892 121,709 579,822 436,014
Interest expense 1,038,293 892,649 4,032,598 2,925,165
Income before income taxes 7,467,808 6,130,718 14,798,381 11,387,916
Income tax expense 1,787,492 1,460,628 3,516,969 2,511,850
Net income $ 5,680,316 $ 4,670,090 $ 11,281,412 $ 8,876,066
Net earnings per share of common stock:
Basic $ 0.70 $ 0.58 $ 1.40 $ 1.11
Diluted $ 0.70 $ 0.58 $ 1.39 $ 1.10
Cash dividends per common share $ 0.1750 $ 0.1650 $ 0.6800 $ 0.6400
Weighted average number of common shares outstanding:
Basic 8,122,157 8,032,218 8,081,438 8,002,357
Diluted 8,144,963 8,073,149 8,112,308 8,048,787

Condensed Consolidated Balance Sheets

(Unaudited)

March 31,
Assets 2020 2019
Current assets $ 16,603,503 $ 18,423,004
Total utility plant, net 189,667,211 173,936,238
Other assets 64,317,462 45,648,765
Total Assets $ 270,588,176 $ 238,008,007
Liabilities and Stockholders’ Equity
Current liabilities $ 17,172,195 $ 21,382,448
Long-term debt, net 112,231,649 86,904,965
Deferred credits and other liabilities 50,866,985 44,746,077
Total Liabilities 180,270,829 153,033,490
Stockholders’ Equity 90,317,347 84,974,517
Total Liabilities and Stockholders’ Equity $ 270,588,176 $ 238,008,007