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): November 16, 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 | |
| --- | --- | |
| (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. |
| --- | --- |
On November 16, 2020, RGC Resources, Inc. issued a press release announcing the annual and fourth quarter results for the fiscal year ended September 30, 2020. 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 hereby 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 | Press Release dated November 16, 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: November 17, 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: | November 16, 2020 |
|---|---|
| Contact: | Randall P. Burton, II |
| Vice President and CFO | |
| Telephone: | 540-777-3997 |
RGC RESOURCES, INC.
REPORTS RECORD EARNINGS
ROANOKE, Va. (November 16, 2020)--RGC Resources, Inc. (NASDAQ: RGCO) announced consolidated Company earnings of $10,564,534 or $1.30 per share for the fiscal year ended September 30, 2020. This compares to earnings of $8,698,412 or $1.08 per share for the year ended September 30, 2019. CEO Paul Nester stated, “Our mission statement requires us to create value for shareholders, employees and the communities in which we serve through superior customer service and prudent investments. Despite unprecedented challenges and circumstances, we continued to achieve that mission in 2020. The increase in 2020 earnings is attributable to improved utility margins associated with our infrastructure replacement programs, implementation of new non-gas rates, customer growth, and the ongoing investment in the Mountain Valley Pipeline (MVP).” Nester further commented, “We are committed to safely and reliably serving our communities and we will continue to seek opportunities that increase shareholder value.”
The Company accelerated the recovery of certain regulatory assets and made one-time maintenance investments in the fourth quarter. Accordingly, the Company experienced a net loss for the quarter ending September 30, 2020 of $329,296 or $0.04 per share compared to net income of $455,605 or $0.06 per share for the quarter ended September 30, 2019.
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. Past performance is not necessarily a predictor of future results.
Summary financial statements for the fourth quarter and twelve months are as follows:
RGC Resources, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended<br>September 30, | Twelve Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Revenues | $ | 9,780,289 | $ | 9,851,869 | $ | 63,075,391 | $ | 68,026,525 |
| Operating expenses | 10,679,365 | 9,361,167 | 50,557,209 | 56,431,061 | ||||
| Operating income (loss) | (899,076) | 490,702 | 12,518,182 | 11,595,464 | ||||
| Equity in earnings of unconsolidated affiliate | 1,326,621 | 981,931 | 4,814,874 | 3,020,348 | ||||
| Other income, net | 108,205 | 110,254 | 636,296 | 351,882 | ||||
| Interest expense | 989,477 | 983,422 | 4,099,158 | 3,618,551 | ||||
| Income (loss) before income taxes | (453,727) | 599,465 | 13,870,194 | 11,349,143 | ||||
| Income tax expense (benefit) | (124,431) | 143,860 | 3,305,660 | 2,650,731 | ||||
| Net income (loss) | $ | (329,296) | $ | 455,605 | $ | 10,564,534 | $ | 8,698,412 |
| Net earnings (loss) per share of common stock: | ||||||||
| Basic | $ | (0.04) | $ | 0.06 | $ | 1.30 | $ | 1.08 |
| Diluted | $ | (0.04) | $ | 0.06 | $ | 1.30 | $ | 1.08 |
| Cash dividends per common share | $ | 0.175 | $ | 0.165 | $ | 0.700 | $ | 0.660 |
| Weighted average number of common shares outstanding: | ||||||||
| Basic | 8,156,023 | 8,069,934 | 8,125,938 | 8,039,484 | ||||
| Diluted | 8,156,023 | 8,102,334 | 8,146,666 | 8,078,950 |
Condensed Consolidated Balance Sheets
(Unaudited)
| September 30, | ||||
|---|---|---|---|---|
| Assets | 2020 | 2019 | ||
| Current assets | $ | 14,436,561 | $ | 16,385,192 |
| Utility plant, net | 198,445,093 | 182,002,956 | ||
| Other assets | 68,797,853 | 59,965,548 | ||
| Total Assets | $ | 281,679,507 | $ | 258,353,696 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities | $ | 16,570,742 | $ | 21,633,064 |
| Long-term debt, net of unamortized debt issuance costs | 123,819,631 | 103,371,358 | ||
| Deferred credits and other liabilities | 52,401,157 | 50,252,882 | ||
| Total Liabilities | 192,791,530 | 175,257,304 | ||
| Stockholders’ Equity | 88,887,977 | 83,096,392 | ||
| Total Liabilities and Stockholders’ Equity | $ | 281,679,507 | $ | 258,353,696 |