8-K
RGC RESOURCES INC (RGCO)
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 11, 2025
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 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<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 11, 2025, RGC Resources, Inc. issued a press release announcing the results for the third quarter ending June 30, 2025. 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 | Third Quarter Earnings Press Release dated August 11, 2025. |
| --- | --- |
| 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: August 11, 2025 | By: | /s/ Timothy J. Mulvaney |
| Timothy J. Mulvaney | ||
| Vice President, Treasurer and Chief Financial Officer |
ex_817834.htm
Exhibit 99.1
NEWS RELEASE
RGC RESOURCES, INC.
| Release Date: | August 11, 2025 |
|---|---|
| Contact: | Timothy J. Mulvaney |
| Vice President, Treasurer and CFO | |
| Telephone: | (540) 777-3997 |
RGC RESOURCES, INC. REPORTS
THIRD QUARTER EARNINGS
ROANOKE, Va. **** (August 11, 2025)--RGC Resources, Inc. (Nasdaq: RGCO) announced consolidated earnings of $538,412, or $0.05 per share, for the third quarter ended June 30, 2025, compared to $156,692, or $0.02 per share, for the fiscal quarter ended June 30, 2024. The increase during the quarter was largely the result of higher earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”).
CEO Paul Nester stated, “We continue to honor our mission of creating value for shareholders and our community by providing safe and reliable energy to the Roanoke region. MVP has been a successful and meaningful part of delivering value and energy for a full year. Roanoke Gas continues to produce strong financial results resulting from prudent system investment and exemplary operational performance.”
Through the first nine months of fiscal 2025, the Company’s net income of $13,484,309, or $1.31 per share, was up 16% from $11,620,074, or $1.15 per share, in the first nine months of the prior year, primarily due to higher operating margins along with enhanced 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 inflation and interest rate along with risks included under Item 1-A in the Company’s fiscal 2024 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 third quarter and fiscal year to date are as follows:
RGC Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Operating revenues | $ | 17,264,615 | $ | 14,458,202 | $ | 81,016,198 | $ | 71,536,930 | |
| Operating expenses | 16,068,055 | 12,900,609 | 62,091,675 | 54,697,591 | |||||
| Operating income | 1,196,560 | 1,557,593 | 18,924,523 | 16,839,339 | |||||
| Equity in earnings of unconsolidated affiliate | 772,082 | 282,604 | 2,427,470 | 2,979,823 | |||||
| Other income (expense), net | 244,000 | (69,349 | ) | 1,180,969 | 140,924 | ||||
| Interest expense | 1,512,754 | 1,567,093 | 4,922,959 | 4,769,979 | |||||
| Income before income taxes | 699,888 | 203,755 | 17,610,003 | 15,190,107 | |||||
| Income tax expense | 161,476 | 47,063 | 4,125,694 | 3,570,033 | |||||
| Net income | $ | 538,412 | $ | 156,692 | $ | 13,484,309 | $ | 11,620,074 | |
| Net earnings per share of common stock: | |||||||||
| Basic | $ | 0.05 | $ | 0.02 | $ | 1.31 | $ | 1.15 | |
| Diluted | $ | 0.05 | $ | 0.02 | $ | 1.31 | $ | 1.15 | |
| Cash dividends per common share | $ | 0.2075 | $ | 0.2000 | $ | 0.6225 | $ | 0.6000 | |
| Weighted average number of common shares outstanding: | |||||||||
| Basic | 10,319,232 | 10,188,592 | 10,294,227 | 10,129,111 | |||||
| Diluted | 10,324,165 | 10,192,797 | 10,298,688 | 10,132,347 |
Condensed Consolidated Balance Sheets
(Unaudited)
| June 30, | ||||
|---|---|---|---|---|
| Assets | 2025 | 2024 | ||
| Current assets | $ | 21,595,712 | $ | 25,408,031 |
| Utility property, net | 270,538,465 | 257,936,755 | ||
| Other non-current assets | 32,623,816 | 30,809,374 | ||
| Total Assets | $ | 324,757,993 | $ | 314,154,160 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities | $ | 20,695,773 | $ | 23,782,556 |
| Long-term debt, net | 139,743,390 | 136,311,348 | ||
| Deferred credits and other non-current liabilities | 48,057,512 | 45,292,464 | ||
| Total Liabilities | 208,496,675 | 205,386,368 | ||
| Stockholders’ Equity | 116,261,318 | 108,767,792 | ||
| Total Liabilities and Stockholders’ Equity | $ | 324,757,993 | $ | 314,154,160 |