8-K

RGC RESOURCES INC (RGCO)

8-K 2024-11-13 For: 2024-11-13
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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): November 13, 2024

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
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 November 13, 2024, RGC Resources, Inc. issued a press release announcing the results for the fourth quarter and year ending September 30, 2024.  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 Fourth Quarter Earnings Press Release dated November 13, 2024.
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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: November 13, 2024 By: /s/ Timothy J. Mulvaney
Timothy J. Mulvaney
Vice President, Treasurer and Chief Financial Officer
(Principal Financial Officer)

ex_724840.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date: November 13, 2024
Contact: Timothy J. Mulvaney
VP, Treasurer and CFO
Telephone: 540-777-3997

RGC RESOURCES, INC.

REPORTS 2024 EARNINGS

ROANOKE, Va. (November 13, 2024)--RGC Resources, Inc. (Nasdaq:  RGCO) announced consolidated Company earnings of $11,760,896, or $1.16 per share, for the fiscal year ended September 30, 2024, compared to $11,299,282, or $1.14 per share, for the fiscal year ended September 30, 2023.  The increase reflected higher levels of earnings from the Company’s investment in the Mountain Valley Pipeline (“MVP”) due to more AFUDC in fiscal 2024 prior to the pipeline being placed in service in June 2024.  The lower cost of natural gas in 2024 reduced bills to customers and revenues for the Company, despite inflationary costs leading to higher tariffs.  Interest expenses also increased primarily due to higher interest rates.

Roanoke Gas continued investing in utility infrastructure to enhance system reliability and enable growth in customers and earnings.  CEO Paul Nester stated, “Gas flowing through the MVP in 2024 is a major milestone we worked hard to achieve, and one we and the region will long appreciate.  We are pleased to have recently reached a settlement on our pending rate proceeding with the State Corporation Commission staff that provides for an incremental increase in annual revenues of $4.08 million, subject to approval by the Commission.”

Net income for the quarter ended September 30, 2024 was $140,822, or $0.01 per share, compared to $1,014,175, or $0.10 per share, for the quarter ended September 30, 2023. A lower level of earnings from our investment in MVP along with higher interest expense resulted in lower net income compared to the same quarter a year ago.

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 customer growth, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, geopolitical considerations, expectations regarding the rate making, MVP operation and Southgate construction, along with risks included under Item 1-A in the Company’s fiscal 2023 Form10-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 fourth quarter and twelve months are as follows:


RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended September 30, Twelve Months Ended September 30,
2024 2023 2024 2023
Operating revenues $ 13,104,302 $ 12,467,528 $ 84,641,232 $ 97,439,765
Operating expenses 12,861,881 11,723,420 67,559,472 79,761,285
Operating income 242,421 744,108 17,081,760 17,678,480
Equity in earnings of unconsolidated affiliate 872,048 1,561,409 3,851,871 2,084,990
Other income, net 887,837 443,373 1,028,761 646,528
Interest expense 1,734,906 1,430,213 6,504,885 5,618,805
Income before income taxes 267,400 1,318,677 15,457,507 14,791,193
Income tax expense 126,578 304,502 3,696,611 3,491,911
Net income $ 140,822 $ 1,014,175 $ 11,760,896 $ 11,299,282
Net earnings per share of common stock:
Basic $ 0.01 $ 0.10 $ 1.16 $ 1.14
Diluted $ 0.01 $ 0.10 $ 1.16 $ 1.14
Cash dividends per common share $ 0.2000 $ 0.1975 $ 0.8000 $ 0.7900
Weighted average number of common shares outstanding:
Basic 10,223,785 10,009,491 10,152,909 9,922,701
Diluted 10,228,365 10,011,039 10,156,480 9,927,157

Condensed Consolidated Balance Sheets

(Unaudited)

September 30,
Assets 2024 2023
Current assets $ 25,072,301 $ 26,795,262
Utility property, net 262,041,454 247,583,551
Other non-current assets 33,777,404 29,350,527
Total Assets $ 320,891,159 $ 303,729,340
Liabilities and Stockholders’ Equity
Current liabilities $ 28,698,430 $ 32,918,787
Long-term debt, net 136,672,908 125,844,728
Deferred credits and other non-current liabilities 47,383,046 44,233,200
Total Liabilities 212,754,384 202,996,715
Stockholders’ Equity 108,136,775 100,732,625
Total Liabilities and Stockholders’ Equity $ 320,891,159 $ 303,729,340