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8-K

Rgc Resources Inc (RGCO)

8-K 2020-08-04 For: 2020-08-03
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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): August 3, 2020

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Virginia 000-26591 54-1909697
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
519 Kimball Ave., N.E. Roanoke, Virginia 24016
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(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 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.
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On August 3, 2020, RGC Resources, Inc. issued a press release announcing the results for the third quarter ending June 30, 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 | Third Quarter Earnings Results Press Release dated August 3, 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: August 4, 2020 By: /s/ Randall P. Burton, II
Randall P. Burton, II
Vice President, Secretary, Treasurer and CFO

Document

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date: August 3, 2020
Contact: Randall P. Burton, II
Vice President and CFO
Telephone: 540-777-3997

RGC RESOURCES, INC. REPORTS

THIRD QUARTER EARNINGS

ROANOKE, Va. (August 3, 2020)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $1,206,578 or $0.15 per diluted share for the quarter ended June 30, 2020. This compares to consolidated earnings of $1,138,555 or $0.14 per diluted share for the quarter ended June 30, 2019. CEO Paul Nester stated, “We experienced earnings growth driven primarily by improved utility margins, net of prior year rate case estimates, and the investment in the Mountain Valley Pipeline (MVP)”.

Earnings for the twelve months ended June 30, 2020 were $11,349,435 or $1.40 per diluted share outstanding compared to $8,927,266 or $1.11 per diluted share for the twelve months ended June 30, 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 June 30, 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.

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 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,
2020 2019 2020 2019
Operating revenues $ 11,071,918 $ 11,682,950 $ 63,146,971 $ 68,145,798
Operating expenses 9,736,255 10,045,893 49,239,011 56,326,695
Operating income 1,335,663 1,637,057 13,907,960 11,819,103
Equity in earnings of unconsolidated affiliate 1,205,574 777,193 4,470,184 2,391,549
Other income (expense), net 52,556 (5,967) 638,345 393,190
Interest expense 986,203 925,698 4,093,103 3,267,271
Income before income taxes 1,607,590 1,482,585 14,923,386 11,336,571
Income tax expense 401,012 344,030 3,573,951 2,409,305
Net income $ 1,206,578 $ 1,138,555 $ 11,349,435 $ 8,927,266
Net earnings per share of common stock:
Basic $ 0.15 $ 0.14 $ 1.40 $ 1.11
Diluted $ 0.15 $ 0.14 $ 1.40 $ 1.11
Cash dividends per common share $ 0.175 $ 0.165 $ 0.690 $ 0.650
Weighted average number of common shares outstanding:
Basic 8,143,887 8,051,944 8,104,298 8,019,728
Diluted 8,159,324 8,088,270 8,129,737 8,063,073

Condensed Consolidated Balance Sheets

(Unaudited)

June 30,
Assets 2020 2019
Current assets $ 12,545,512 $ 13,256,420
Total utility plant, net 194,049,965 177,816,330
Other assets 66,745,281 53,350,288
Total Assets $ 273,340,758 $ 244,423,038
Liabilities and Stockholders’ Equity
Current liabilities $ 15,070,172 $ 23,546,484
Long-term debt, net 116,346,967 90,470,806
Deferred credits and other liabilities 51,672,467 45,668,813
Total Liabilities 183,089,606 159,686,103
Stockholders’ Equity 90,251,152 84,736,935
Total Liabilities and Stockholders’ Equity $ 273,340,758 $ 244,423,038