8-K
Rgc Resources Inc (RGCO)
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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 4, 2021
RGC RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
| Virginia | 000-26591 | 54-1909697 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><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<br><br> <br>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 4, 2021, RGC Resources, Inc. issued a press release announcing the results for the third quarter ending June 30, 2021. 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 STATEMENT AND EXHIBITS. |
|---|---|
| 99.1 | Third Quarter Earnings Press Release dated August 4, 2021. |
| --- | --- |
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 5, 2021 | By: | /s/ Lawrence T. Oliver |
| Lawrence T. Oliver | ||
| Vice President, Interim Chief Financial Officer, Corporate Secretary and Treasurer |
ex_258522.htm
Exhibit 99.1
NEWS RELEASE
RGC RESOURCES, INC.
| Release Date: | August 4, 2021 |
|---|---|
| Contact: | Paul W. Nester |
| President and CEO | |
| Telephone: | 540-777-3837 |
RGC RESOURCES, INC. REPORTS
THIRD QUARTER EARNINGS
ROANOKE, Va. (August 4, 2021)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $610,840 or $0.07 per diluted share for the quarter ended June 30, 2021. This compares to consolidated earnings of $1,206,578 or $0.15 per diluted share for the quarter ended June 30, 2020. CEO Paul Nester stated, “We continue to experience customer growth and improved utility margins associated with infrastructure replacement programs. The overall earnings decline was primarily attributable to the significantly lower non-cash MVP equity in earnings.”
Earnings for the twelve months ending June 30, 2021 were $9,772,285 or $1.19 per diluted share outstanding compared to $11,349,435 or $1.40 per diluted share for the twelve months ended June 30, 2020. Nester attributed the earnings decline in trailing twelve-month net income to lower non-cash MVP equity in earnings, COVID-19 related bad debt expense, and one time maintenance investments in the fourth quarter of fiscal 2020.
RGC Resources, Inc. provides energy and related products and services through its operating subsidiaries Roanoke Gas Company and RGC Midstream, LLC.
Net income for the three months ended June 30, 2021 is not indicative of the results to be expected for the fiscal year ending September 30, 2021 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. Net income for fiscal 2021 is expected to be lower than 2020.
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, and research and development activities. 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 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, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Operating revenues | $ | 14,048,846 | $ | 11,071,918 | $ | 71,599,814 | $ | 63,146,971 |
| Operating expenses | 12,506,513 | 9,736,255 | 58,275,744 | 49,239,011 | ||||
| Operating income | 1,542,333 | 1,335,663 | 13,324,070 | 13,907,960 | ||||
| Equity in earnings of unconsolidated affiliate | 133,864 | 1,205,574 | 2,813,371 | 4,470,184 | ||||
| Other income, net | 130,186 | 52,556 | 855,965 | 638,345 | ||||
| Interest expense | 1,000,238 | 986,203 | 4,017,308 | 4,093,103 | ||||
| Income before income taxes | 806,145 | 1,607,590 | 12,976,098 | 14,923,386 | ||||
| Income tax expense | 195,305 | 401,012 | 3,203,813 | 3,573,951 | ||||
| Net income | $ | 610,840 | $ | 1,206,578 | $ | 9,772,285 | $ | 11,349,435 |
| Net earnings per share of common stock: | ||||||||
| Basic | $ | 0.07 | $ | 0.15 | $ | 1.19 | $ | 1.40 |
| Diluted | $ | 0.07 | $ | 0.15 | $ | 1.19 | $ | 1.40 |
| Cash dividends per common share | $ | 0.185 | $ | 0.175 | $ | 0.730 | $ | 0.690 |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 8,260,579 | 8,143,887 | 8,200,295 | 8,104,298 | ||||
| Diluted | 8,273,203 | 8,159,324 | 8,213,716 | 8,129,737 |
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, | ||||
|---|---|---|---|---|
| Assets | 2021 | 2020 | ||
| Current assets | $ | 14,862,881 | $ | 12,545,512 |
| Utility plant, net | 207,993,519 | 194,049,965 | ||
| Other assets | 74,005,332 | 66,745,281 | ||
| Total Assets | $ | 296,861,732 | $ | 273,340,758 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities | $ | 21,605,817 | $ | 15,070,172 |
| Long-term debt, net | 123,151,387 | 116,346,967 | ||
| Deferred credits and other liabilities | 53,265,790 | 51,672,467 | ||
| Total Liabilities | 198,022,994 | 183,089,606 | ||
| Stockholders’ Equity | 98,838,738 | 90,251,152 | ||
| Total Liabilities and Stockholders’ Equity | $ | 296,861,732 | $ | 273,340,758 |