rgco20220103_8k.htm
false 0001069533 0001069533 2022-02-07 2022-02-07
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): February 7, 2022
 
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)
 
Registrants 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 February 7, 2022, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 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 
  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: February 7, 2022
By:
/s/ Lawrence T. Oliver
 
 
 
Lawrence T. Oliver  
 
 
Vice President, Interim Chief Financial Officer, Corporate Secretary and Treasurer  
 
 

Exhibit 99.1

NEWS RELEASE

 

RGC RESOURCES, INC.

 

Release Date:

February 7, 2022

Contact:

Paul W. Nester

 

President and CEO

Telephone:

540-777-3837

 

 

RGC RESOURCES, INC. REPORTS

FIRST QUARTER EARNINGS

 

 

ROANOKE, Va. (February 7, 2022)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $3,584,529 or $0.43 per diluted share for the quarter ended December 31, 2021.  This compares to consolidated earnings of $4,723,263 or $0.58 per diluted share for the quarter ended December 31, 2020.  CEO Paul Nester stated, “The reduction in consolidated earnings is primarily due to a $1.3 million decline in non-cash equity earnings.  Roanoke Gas continued to show improved margins associated with customer growth and infrastructure replacement programs.”

 

Earnings for the twelve months ending December 31, 2021 were $8,963,328 or $1.08 per diluted share compared to $11,280,861 or $1.38 per diluted share for the twelve months ended December 31, 2020. Nester attributed the decrease in trailing twelve-month net income to the lower non-cash equity earnings, offset by 12% Roanoke Gas operating income growth.

 

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.

 

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.

 

Net income for the three months ended December 31, 2021 is not indicative of the results to be expected for the fiscal year ending September 30, 2022 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.  Past performance is not necessarily a predictor of future results.

 

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

 

 

 

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

 

   

Three Months Ended December 31,

 

Twelve months ended December 31,

   

2021

 

2020

 

2021

 

2020

                                 

Operating revenues

  $ 23,263,080   $ 19,517,017   $ 78,920,842   $ 62,806,955

Operating expenses

  17,884,657   13,935,630   64,345,497   49,789,365

Operating income

  5,378,423   5,581,387   14,575,345   13,017,590

Equity in earnings of unconsolidated affiliate

  72,127   1,356,683   382,998   5,077,471

Other income, net

  322,439   330,026   904,559   808,679

Interest expense

  1,104,856   1,019,829   4,136,912   4,033,802

Income before income taxes

  4,668,133   6,248,267   11,725,990   14,869,938

Income tax expense

  1,083,604   1,525,004   2,762,662   3,589,077
                                 

Net income

  $ 3,584,529   $ 4,723,263   $ 8,963,328   $ 11,280,861
                                 

Net earnings per share of common stock:

                               

Basic

  $ 0.43   $ 0.58   $ 1.08   $ 1.38

Diluted

  $ 0.43   $ 0.58   $ 1.08   $ 1.38
                                 

Cash dividends per common share

  $ 0.195   $ 0.185   $ 0.750   $ 0.710
                                 

Weighted average number of common shares outstanding:

                               

Basic

  8,383,986   8,167,793   8,306,294   8,147,544

Diluted

  8,393,032   8,182,183   8,318,014   8,164,072

 


Condensed Consolidated Balance Sheets

(Unaudited)

 

   

December 31,

Assets

 

2021

 

2020

Current assets

  $ 32,449,177   $ 20,903,352

Utility plant, net

  215,350,467   201,784,393

Other assets

  75,431,248   71,666,584
                 

Total Assets

  $ 323,230,892   $ 294,354,329
                 

Liabilities and Stockholders’ Equity

               

Current liabilities

  $ 44,758,986   $ 22,526,868

Long-term debt, net

  124,809,694   126,141,704

Deferred credits and other liabilities

  51,367,367   53,136,216

Total Liabilities

  220,936,047   201,804,788

Stockholders’ Equity

  102,294,845   92,549,541
                 

Total Liabilities and Stockholders’ Equity

  $ 323,230,892   $ 294,354,329