RGC Resources (NASDAQ: RGCO) outlines 2025 gas utility profile and key risk factors
Rhea-AI Filing Summary
RGC Resources, Inc. is a Virginia-based holding company whose main business is Roanoke Gas, a regulated natural gas utility serving the Roanoke Valley. In 2025, regulated gas distribution provided more than 99% of total revenues, with 62,527 customers and natural gas deliveries of 11,493,415 DTHs generating $95.2 million of revenue and $52.7 million of margin. Residential users make up just over 91% of customers but less than 35% of volume, while contributing more than half of revenue and margin.
The company depends on multiple interstate pipelines and an LNG facility that can store up to 200,000 DTH and support peak daily deliveries of 118,606 DTH. It highlights operational, regulatory and financial risks, including pipeline and LNG incidents, cyber attacks, ESG-driven regulation, capital access and customer concentration in its service area. RGC notes a cybersecurity program with board oversight and reports no cybersecurity incidents with material impact over the past three years. As of March 31, 2025, non-affiliate equity market value was about $171.9 million, with 10,350,531 common shares outstanding as of November 30, 2025.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| (Mark One) | ||
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
For the fiscal year ended
| OR | ||
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
| RGC Resources, Inc. | ||
| (Exact name of Registrant as Specified in its Charter) |
| | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| | |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| | | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| None | ||
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of the common equity held by non-affiliates of RGC Resources, Inc. as of March 31, 2025, the last business day of the its most recently completed second fiscal quarter, based on the last sale price on that date, as reported by Nasdaq, was approximately $
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.
| Class | Outstanding at November 30, 2025 |
| Common Stock, $5 Par Value | |
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the RGC Resources, Inc. Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Parts II and III hereof.
| TABLE OF CONTENTS |
| Page Number |
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| Glossary |
2 |
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| Cautionary Note Regarding Forward-Looking Statements |
5 |
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| PART I |
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| Item 1. |
Business |
6 |
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| Item 1A. |
Risk Factors |
9 |
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| Item 1B. |
Unresolved Staff Comments |
13 |
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| Item 1C. | Cybersecurity | 13 | |
| Item 2. |
Properties |
14 |
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| Item 3. |
Legal Proceedings |
14 |
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| Item 4. |
Mine Safety Disclosures |
14 |
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| PART II |
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| Item 5. |
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
15 |
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| Item 6. |
[Reserved] |
15 |
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| Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
16 |
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| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
26 |
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| Item 7B. | Insider Trading Policy | 26 | |
| Item 8. |
Financial Statements and Supplementary Data |
26 |
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| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
68 |
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| Item 9A. |
Controls and Procedures |
68 |
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| Item 9B. |
Other Information |
69 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 69 | |
| PART III |
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| Item 10. |
Directors, Executive Officers and Corporate Governance |
70 |
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| Item 11. |
Executive Compensation |
70 |
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| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
70 |
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| Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
70 |
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| Item 14. |
Principal Accounting Fees and Services |
70 |
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| PART IV |
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| Item 15. |
Exhibits and Financial Statement Schedules |
71 |
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| Item 16. |
Form 10-K Summary |
76 |
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| Signatures |
77 |
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GLOSSARY OF TERMS
| AFUDC |
Allowance for Funds Used During Construction |
| AIF | Annual Informational Filing |
| AOCI/AOCL |
Accumulated Other Comprehensive Income (Loss) |
| ARO |
Asset Retirement Obligation |
| ARP |
Alternative Revenue Program, regulatory or rate recovery mechanisms approved by the SCC that allow for the adjustment of revenues for certain broad, external factors, or for additional billings if the entity achieves certain performance targets |
| ASC |
Accounting Standards Codification |
| ASU |
Accounting Standards Update as issued by the FASB |
| ATM | At-the-market program whereby a company can incrementally offer common stock through a broker at prevailing market prices and on an as-needed basis |
| Boost | Mountain Valley Pipeline, LLC's Boost project, which is a project to increase compression on the mainline of MVP to enable 600,000 additional DTHs of daily capacity, of which Midstream owns less than 1% |
| COBIT | Control Objectives for Information related Technology |
| CODM | Chief Operating Decision Maker |
| Company |
RGC Resources, Inc. or Roanoke Gas Company |
| CPCN |
Certificate of Public Convenience and Necessity |
| DRIP |
Dividend Reinvestment and Stock Purchase Plan of RGC Resources, Inc. |
| DTH |
Decatherm (a measure of energy used primarily to quantify natural gas) |
| EPS |
Earnings Per Share |
| ERISA |
Employee Retirement Income Security Act of 1974 |
| FASB | Financial Accounting Standards Board |
| FDIC | Federal Deposit Insurance Corporation |
| FERC | Federal Energy Regulatory Commission |
| GAAP | Accounting Principles Generally Accepted in the United States |
| HDD |
Heating degree day, a measurement designed to quantify the demand for energy. It is the number of degrees that a day’s average temperature falls below 65 degrees Fahrenheit |
| ICC |
Inventory carrying cost revenue, an SCC approved rate structure that mitigates the impact of financing costs on natural gas inventory |
| IRS |
Internal Revenue Service |
| KEYSOP |
RGC Resources, Inc. Key Employee Stock Option Plan |
| LDI |
Liability Driven Investment approach, a strategy which reduces the volatility in the pension plan's funded status and expense by matching the duration of the fixed income investments with the duration of the corresponding pension liabilities |
| LLC |
Mountain Valley Pipeline, LLC, a joint venture established to design, construct and operate the Mountain Valley Pipeline, MVP Southgate and MVP Boost |
| LNG |
Liquefied natural gas, the cryogenic liquid form of natural gas. Roanoke Gas operates and maintains a plant capable of producing and storing up to 200,000 DTH of liquefied natural gas |
| MGP |
Manufactured gas plant |
| Midstream |
RGC Midstream, LLC, a wholly-owned subsidiary of Resources that invests in pipeline projects including MVP, Southgate and Boost |
| MVP |
Mountain Valley Pipeline, a FERC-regulated natural gas pipeline connecting the Equitrans' gathering and transmission system in northern West Virginia to the Transco interstate pipeline in south central Virginia with interconnects to Roanoke Gas’ natural gas distribution system |
| NQDC Plan | RGC Resources, Inc. Non-Qualified Deferred Compensation Plan |
| Normal Weather |
The average number of heating degree days based on the most recent 30-year period |
| PBGC |
Pension Benefit Guaranty Corporation |
| Pension Plan |
Defined benefit plan that provides pension benefits to employees hired prior to January 1, 2017 who meet certain years of service criteria |
| PGA |
Purchased Gas Adjustment, a regulatory mechanism, which adjusts natural gas customer rates to reflect changes in the forecasted cost of gas and actual gas costs |
| Postretirement Plan |
Defined benefit plan that provides postretirement medical and life insurance benefits to eligible employees hired prior to January 1, 2000 who meet years of service and other criteria |
| R&D Tax Credit | Research and development federal tax credit defined under Internal Revenue Code section 41 and the related regulations |
| Resources |
RGC Resources, Inc., parent company of Roanoke Gas and Midstream |
| RGCO |
Trading symbol for RGC Resources, Inc. on the Nasdaq Global Stock Market |
| RNG | Renewable natural gas |
| RNG Rider | Renewable Natural Gas Rider, the rate component as approved by the SCC that is billed monthly to the Company’s customers to recover the costs associated with the investment in RNG facilities and related operating costs |
| Roanoke Gas | Roanoke Gas Company, a wholly owned subsidiary of Resources |
| ROU Asset | Right of Use Asset |
| RSPD | RGC Resources, Inc. Restricted Stock Plan for Outside Directors |
| RSPO |
RGC Resources, Inc. Restricted Stock Plan for Officers |
| SAVE |
Steps to Advance Virginia's Energy, a regulatory mechanism per Chapter 26 of Title 56 of the Code of Virginia that allows natural gas utilities to recover the investment, including related depreciation and expenses and provide a return on rate base, in eligible infrastructure replacement projects without the filing of a formal base rate application |
| SAVE Plan |
Steps to Advance Virginia's Energy Plan, Roanoke Gas' approved operational replacement plan and related spending under the SAVE regulatory mechanism |
| SAVE Rider |
Steps to Advance Virginia's Energy Plan Rider, the rate component of the SAVE Plan as approved by the SCC that is billed monthly to Roanoke Gas' customers to recover the costs associated with eligible infrastructure projects including the related depreciation and expenses and return on rate base of the investment |
| SCC |
Virginia State Corporation Commission, the regulatory body with oversight responsibilities of the utility operations of Roanoke Gas |
| SEC |
U.S. Securities and Exchange Commission |
| SOC | Security Operations Center |
| SOFR | Secured Overnight Financing Rate |
| Southgate |
Mountain Valley Pipeline, LLC’s Southgate project, which is a project to construct and operate an extending FERC-regulated natural gas pipeline from the MVP in south central Virginia to North Carolina, of which Midstream owns less than 1% |
| WNA |
Weather Normalization Adjustment, an ARP mechanism which adjusts revenues for the effects of weather temperature variations as compared to the 30-year average |
| Some of the terms above may not be included in this filing. |
|
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements that relate to future transactions, events or expectations. In addition, Resources may announce or publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, investments, inflation, debt refinancing, rate making, technological developments, new products, research and development activities, operational impacts and similar matters. These statements are based on management’s current expectations and information available at the time of such statements and are believed to be reasonable and are made in good faith. 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. The risks and uncertainties that may affect the operations, performance, development and results of the Company’s business include, but are not limited to those set forth in the following discussion and within Items 1A “Risk Factors” and 1C “Cybersecurity” of this Annual Report on Form 10-K. These factors are difficult to predict and many are beyond the Company’s control. Accordingly, while the Company believes its forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. When used in the Company’s documents or news releases, the words “anticipate,” “believe,” “intend,” “plan,” “estimate,” “predict” “target,” “expect,” “objective,” “projection,” “potential,” “forecast,” “budget,” “assume,” “indicate” or similar words or future or conditional verbs such as “will,” “would,” “should,” “can,” “could”, “may” or “might” are intended to identify forward-looking statements.
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.
PART I
Item 1. Business.
General and Historical Development
Resources was incorporated in the Commonwealth of Virginia on July 31, 1998 and, effective July 1, 1999, its subsidiaries were reorganized into the Resources holding company structure. Resources is currently composed of the following subsidiaries: Roanoke Gas and Midstream.
Roanoke Gas, originally established in 1883, was organized as a public service corporation under the laws of the Commonwealth of Virginia in 1912. The principal service of Roanoke Gas is the distribution and sale of natural gas to residential, commercial and industrial customers within its service territory in Roanoke, Virginia and the surrounding localities. Roanoke Gas also provides certain non-regulated services which account for less than 1% of consolidated revenues.
In July 2015, the Company formed Midstream for the purpose of becoming an investor in Mountain Valley Pipeline, LLC. The LLC was created to construct and operate interstate natural gas pipelines. Additional information regarding this investment is provided under Note 5 of the Company's annual consolidated financial statements and under the Equity Investment in Mountain Valley Pipeline section of Item 7.
Services
Roanoke Gas maintains an integrated natural gas distribution system to deliver natural gas purchased from suppliers to residential, commercial and industrial users in its service territory. The schedule below is a summary of customers, delivered volumes (expressed in DTHs), revenues and margin as a percentage of the total for each category. For the purposes of this schedule, margin is defined as revenues less cost of gas.
| 2025 |
||||||||||||||||
| Customers |
Volume |
Revenue |
Margin |
|||||||||||||
| Residential |
91.3 | % | 31.3 | % | 58.0 | % | 62.2 | % | ||||||||
| Commercial |
8.6 | % | 27.9 | % | 35.0 | % | 26.3 | % | ||||||||
| Industrial |
0.1 | % | 40.8 | % | 6.2 | % | 10.0 | % | ||||||||
| Other |
0.0 | % | 0.0 | % | 0.8 | % | 1.5 | % | ||||||||
| Total percent |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Total value |
62,527 | 11,493,415 | $ | 95,231,943 | $ | 52,680,989 | ||||||||||
| 2024 |
||||||||||||||||
| Customers |
Volume |
Revenue |
Margin |
|||||||||||||
| Residential |
91.3 | % | 32.7 | % | 58.5 | % | 63.1 | % | ||||||||
| Commercial |
8.6 | % | 29.5 | % | 34.0 | % | 25.3 | % | ||||||||
| Industrial |
0.1 | % | 37.8 | % | 6.4 | % | 9.8 | % | ||||||||
| Other |
0.0 | % | 0.0 | % | 1.1 | % | 1.8 | % | ||||||||
| Total percent |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Total value |
62,510 | 10,048,770 | $ | 84,533,101 | $ | 48,565,114 | ||||||||||
Roanoke Gas’ regulated natural gas distribution business accounted for more than 99% of Resources total revenues for fiscal years ended September 30, 2025 and 2024. The tables above indicate that residential customers represent over 91% of the Company’s customer total; however, they represent less than 35% of the total gas volumes delivered and more than half of the Company’s consolidated revenues and margin. Industrial customers primarily include transportation customers that purchase their natural gas directly from a supplier other than the Company and utilize Roanoke Gas’ natural gas distribution system for delivery to their operations. Most of the revenue billed for these customers, which is less than 10% of total revenues, relates only to transportation service, and not to the purchase of natural gas. Transportation customers account for more than 35% of total natural gas volume deliveries and approximately 10% of margin for the years presented.
The Company’s revenues are affected by changes in gas costs, changes in consumption volume due to weather and economic conditions and changes in the non-gas portion of customer billing rates. Increases or decreases in the cost of natural gas are passed on to customers through the PGA mechanism as explained in Note 1 of the consolidated financial statements.
The Company’s residential and commercial sales are primarily seasonal and subject to temperature sensitivity as the majority of the gas sold by Roanoke Gas to these customers is used for heating. For the fiscal year ended September 30, 2025, approximately 63% of the Company’s total DTH of natural gas deliveries and 76% of the residential and commercial deliveries were made in the five-month period of November through March.
Roanoke Gas relies on multiple interstate pipelines and gas storage, including those operated by Columbia Gas Transmission Corporation, LLC and Columbia Gulf Transmission Corporation, LLC (together “Columbia”), East Tennessee Natural Gas, LLC (“East Tennessee”), Tennessee Gas Pipeline, Midwestern Gas Transmission Company, Saltville Gas Storage Company, LLC ("Saltville") and Mountain Valley Pipeline, LLC ("Mountain Valley"), to transport natural gas from production and storage fields to Roanoke Gas’ distribution system. Roanoke Gas is directly served by Columbia, East Tennessee and Mountain Valley. Columbia historically has delivered more than 65% of the Company’s required gas supply, with East Tennessee and Mountain Valley delivering the remainder. The rates paid for interstate natural gas transportation and storage services are established by tariffs approved by FERC. The current pipeline and storage contracts expire at various times from calendar 2027 to 2044. The Company anticipates being able to renew these contracts or enter into other contracts to meet customers’ existing demand for natural gas.
The Company manages its pipeline contracts and LNG facility in order to provide for sufficient capacity to meet the current natural gas demands of its customers. The maximum daily winter capacity available for delivery into Roanoke Gas’ distribution system from the current interstate pipelines is 93,606 DTH per day. The LNG facility is capable of storing up to 200,000 DTH of natural gas in a liquid state for use during peak demand. Combined, the pipelines and LNG facility may provide up to 118,606 DTH on a single winter day.
The Company currently contracts with an asset manager to manage its pipeline transportation, storage rights, gas supply inventories and deliveries and serve as the primary supplier of natural gas for Roanoke Gas. Natural gas purchased under the asset management agreement is priced at indexed-based market prices as reported in major industry pricing publications. The current asset management agreement expires March 31, 2028.
The Company uses summer storage programs to supplement heating season gas supply requirements. The Company has contracted for 2.4 million DTH of storage capacity from Columbia, Tennessee Gas Pipeline and Saltville in addition to the capacity available at the Company's LNG facility. The balance of the Company’s annual natural gas requirements are met primarily through market purchases made by its asset manager.
In March 2023, Roanoke Gas began operation of its RNG facility. Total volume produced from RNG is less than 1% of current system demand.
Competition
The Company’s natural gas utility operates in a regulated, monopolistic environment. Roanoke Gas currently holds the only franchises and/or CPCNs to distribute natural gas in its Virginia service areas. These franchises generally extend for multi-year periods and are renewable by the municipalities, including exclusive franchises in the cities of Roanoke and Salem and the Town of Vinton, Virginia. All three franchises are set to expire December 31, 2035. The SCC issued an order granting a CPCN to furnish gas to all of Franklin County, Virginia. Roanoke Gas is serving the Franklin County area with natural gas delivered through the MVP.
Management anticipates that the Company will be able to renew all of its franchises prior to their current expiration date; however, there can be no assurance that a given jurisdiction will not refuse to renew a franchise or will not, in connection with the renewal of a franchise, attempt to impose restrictions or conditions that could adversely affect the Company’s business operations or financial condition. CPCNs, issued by the SCC, are generally of perpetual duration and subject to compliance with regulatory standards.
Although Roanoke Gas has exclusive rights for the distribution of natural gas in its service area, the Company competes with suppliers of other forms of energy such as fuel oil, electricity, propane and coal. Competition can be intense among the other energy sources with price being the primary consideration. This is particularly true for those industrial applications that have the ability to switch to alternative fuels. The relationship between supply and demand has the greatest impact on the price of natural gas. Greater demand for natural gas for electric generation and other uses can exert upward pressure on the price of natural gas.
Competition from renewable energy sources for generating electricity, such as solar and wind, is likely to increase as certain laws currently favor these energy sources or place restrictions on emissions from the burning of fossil fuels. However, the demand for all forms of energy, including natural gas, is being driven by consumers using more digital platforms and expanding their use of artificial intelligence. Growth in residential and commercial service has been steady as the Company continues to expand its customer base through a combination of extending distribution service and converting other energy users to natural gas.
Regulation
In addition to the regulatory requirements generally applicable to all companies, Roanoke Gas is also subject to additional regulation from federal, state and local authorities. At the federal level, the Company is subject to pipeline safety regulations issued by the Department of Transportation's Pipeline and Hazardous Materials Safety Administration.
At the state level, the SCC performs regulatory oversight including the approval of rates and other charges for natural gas sold to customers, the approval of agreements between or among affiliated companies involving the provision of goods and services, pipeline safety and certain other corporate activities of the Company, including mergers and acquisitions related to utility operations.
At the local level, Roanoke Gas is further regulated by the municipalities and localities that grant franchises for the placement of gas distribution pipelines and the operation of gas distribution networks within their jurisdictions.
Human Capital Resources
At September 30, 2025, Resources had 106 full-time employees. The Company’s business strategy and ability to serve customers relies on employing talented professionals and attracting, training, developing and retaining a skilled workforce. This is particularly relevant as the Company continues to project retirements of key personnel over the next several years. As the Company's workforce transforms, including departures and retirements, the Company has been successful in engaging the necessary qualified personnel to fill vacancies by reviewing and adjusting its compensation package to remain competitive in the current market environment.
Website Access to Reports
The Company’s website address is www.rgcresources.com. Information appearing on this website is not incorporated by reference in and is not a part of this annual report. The Company files reports with the SEC. A copy of this annual report, as well as other recent annual and quarterly reports, are available on the Company's website or through the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding the Company’s filings at www.sec.gov.
Item 1A. Risk Factors
Please carefully consider the risks described below regarding the Company. These risks are not the only ones faced by the Company. Additional risks not presently known to the Company or that the Company currently believes are immaterial may also impair business operations and financial results. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be adversely affected. In such case, the trading price of the Company’s common stock could decline and investors could lose all or part of their investment. The risk factors below are categorized by operational, regulatory and financial:
OPERATIONAL RISKS
Risks associated with the operation of a natural gas distribution pipeline and LNG storage facility.
Numerous potential risks are inherent in the operation of a natural gas distribution system and LNG storage facility, including unanticipated or unforeseen events that are beyond the control of the Company. Examples of such events include adverse weather conditions, acts of terrorism or sabotage, accidents and damage caused by third parties, equipment failure, failure of upstream pipelines and storage facilities, as well as catastrophic events such as explosions, fires, earthquakes, floods, or other similar events. These risks could result in injury or loss of life, property damage, pollution and customer service disruption resulting in potentially significant financial losses. The Company maintains insurance coverage to protect against many of these risks. However, if losses result from an event that is not fully covered by insurance, the Company’s financial condition could be significantly impacted if it were unable to recover such losses from customers through the regulatory rate-making process. Even if the Company did not incur a direct financial loss as a result of any of the events noted above, it could encounter significant reputational damage from a reliability, safety, integrity or similar viewpoint, potentially resulting in a longer-term negative earnings impact or decline in share price.
Security incident or cyber attacks on the Company’s computer or information technology systems.
The Company’s business operations and information technology systems are targets of cyber attack, and they may be vulnerable to an attack by individuals or organizations intending to disrupt the operations of the Company. Such an attack or cybersecurity incident on the Company’s information technology systems could result in corruption of the Company’s financial information; disruption of services to our customers; the unauthorized release of confidential customer, employee or vendor information; the interruption of natural gas deliveries to our customers; and/or compromise the safety of our distribution, transmission and storage systems. The Company has implemented policies, procedures and controls to prevent and detect these activities; however, there are no guarantees that Company processes will adequately protect against unauthorized access. In the event of an attack, the Company could be exposed to material financial and reputational risks, possible disruptions in natural gas deliveries or a compromise of the safety of the natural gas distribution system, as well as be exposed to claims by persons harmed by such an attack, all of which could materially increase the Company's costs to protect against such risks. The Company maintains cyber-insurance coverage, which does not protect the Company from cyber incidents but does provide some potential mitigation of the financial impacts resulting from such attacks. See Item 1C of this Form 10-K for additional discussion.
Volatility in the price and availability of natural gas.
Natural gas purchases represent the single largest expense of the Company. Increasing demand from other areas, including electricity generation, combined with other factors, have placed upward pressure on natural gas commodity prices in the past. If these factors return and continue for an extended period of time, higher natural gas prices could result in declining usage as well as increases in bad debt expense and increased competition from other energy providers.
Inability to attract and retain professional and technical employees.
The ability to implement the Company’s business strategy and serve customers is dependent upon employing talented professionals and attracting, training, developing and retaining a skilled workforce. As the Company expects key personnel to retire over the next several years, as well as higher mobility trends, failure to hire and adequately train replacement employees, including the transfer of significant internal historical knowledge and skills to new employees, or future availability and cost of contracted labor may adversely affect the ability to manage and operate the Company. In addition, certain specialized knowledge is required of the Company’s technical employees for construction and operation of the natural gas distribution facilities. If the Company is unable to attract and/or retain qualified employees, the Company could experience increased operating costs and expose the Company to other operational, reputational and financial risks.
Availability of sufficient and reliable pipeline capacity.
The Company is currently served directly by three interstate pipelines. These pipelines carry 100% of the natural gas transported to the Company’s distribution system. Depending on weather conditions and the level of customer demand, failure of one or more of these interstate transmission pipelines could have a major impact on the Company’s ability to meet customer demand for natural gas and adversely affect the Company’s earnings as a result of lost revenue and the cost of service restoration. Frequent or prolonged failure could lead customers to switch to alternative energy sources. Hurricanes, floods, fires and other natural or man-made disasters could damage or inhibit production and/or pipeline transportation facilities, which could result in decreased natural gas supplies. Capacity limitations on existing pipeline and storage infrastructure could impact the Company’s ability to obtain additional natural gas supplies, thereby limiting its ability to add new customers or meet increased customer demand thereby limiting future earnings potential.
Inability to complete necessary or desirable pipeline expansion or infrastructure improvement projects.
In order to serve new customers or expand service to existing customers, the Company installs new pipeline facilities and maintains, expands or upgrades its existing distribution, transmission and/or storage infrastructure. Various factors may prevent or delay the completion of such projects or make them more costly, such as the inability to obtain required approval from local, state and/or federal regulatory and governmental bodies, public opposition to the projects, inability to obtain adequate financing, competition for labor and materials, construction delays, cost overruns, and an inability to negotiate acceptable agreements relating to rights-of-way, construction or other material development components. As a result, the Company may not be able to adequately serve existing customers or expand its distribution system to support customer growth. These factors could negatively impact earnings.
Increased dependence on technology may hinder the Company’s business operations and adversely affect its financial condition and results of operations if such technologies fail.
Over the last several years, the Company has implemented or acquired a variety of technological tools including both Company-owned information technology and technological services provided by outside parties. Additionally, the Company upgraded its financial system and is in the process of updating its customer information system. These tools and systems support critical functions including, scheduling and dispatching of service technicians, automated meter reading systems, customer care and billing, revenue recognition, operational plant logistics, and external financial reporting. Issues in the implementation or the failure of these or other similarly important technologies, or the Company’s inability to have these technologies supported, updated, expanded, or integrated into other technologies, could hinder its business operations and adversely impact its financial condition and results of operations. Although the Company has, when possible, developed alternative sources of technology and built redundancy into its computer networks and tools, there can be no assurance that these efforts would protect against all potential issues related to the loss of any such technologies.
Geographic concentration of business activities.
The Company's business activities are concentrated in the Roanoke Valley and surrounding areas. Changes in the local economy, politics, regulations and weather patterns or other factors limiting demand for natural gas could negatively impact the Company's existing customer base, leading to declining usage patterns and financial condition of customers. Furthermore, these changes could also limit the Company's ability to serve its customers or add new customers within its service territory. These factors could adversely affect earnings.
Competition from other energy providers.
The Company competes with other energy providers in its service territory, including those that provide electricity, propane, coal, fuel oil, wind and solar. Price is a significant competitive factor. Higher natural gas costs or decreases in the price of other energy sources may enhance competition and encourage customers to switch to alternative energy sources, thus lowering natural gas deliveries and earnings. Price considerations could also inhibit customer and revenue growth if builders and developers do not perceive, or are regulatorily prevented from installing, natural gas as a better value than other energy options and elect to install heating systems that use energy sources, including those perceived as more environmentally friendly.
REGULATORY RISKS
Laws or regulations associated with ESG matters.
Focus on ESG matters related to, among other things, concerns raised by advocacy groups about climate change, social issues and corporate governance may lead to increased regulatory review, which in turn may lead to new state and federal safety laws, regulations, guidelines, and enforcement interpretations. Social, corporate and environmental governance initiatives retain importance. In addition, several federal and state legislative and regulatory initiatives have been proposed and enacted in recent years in an attempt to limit the effects of climate change, including greenhouse gas emissions such as those created by the combustion of fossil fuels, including natural gas. Full implementation and/or passage of environmental legislation or implementation of regulations that mandate the use of electric rather than gas appliances, or reductions in greenhouse gas emissions or other similar restrictions could have a negative effect on the Company’s core operations and its investment in the LLC. Such legislation could impose limitations on greenhouse gas emissions, require funding of new energy efficiency objectives, impose new operational requirements or lead to other additional costs to the Company. Regulations restricting or prohibiting the use of coal as a fuel for electric power generation has increased the demand for natural gas, and could at some point potentially result in natural gas supply concerns and higher costs for natural gas. Legislation or regulations could limit the exploration and development of natural gas reserves, making the price of natural gas less competitive and less attractive as a fuel source for consumers. Future legislation could also place limitations on the amount of natural gas used by businesses and homeowners to reduce the level of greenhouse gas emissions, resulting in reduced deliveries and earnings or provide incentives to customers to utilize alternative energy sources not associated with fossil fuels.
In addition, advocacy groups, both domestically and internationally, have campaigned for governmental and private action to influence change in the business strategies of oil and gas companies, including through the investment and voting practices of investment advisors, public pension funds, universities and other members of the investing community. These activities include increasing attention and demands for action related to climate change and energy transition matters, such as promoting the use of substitutes to fossil fuel and encouraging the divestment of investments in the oil and gas industry, as well as pressuring lenders and other financial services companies to limit or curtail activities with oil and gas companies. If investors or financial institutions shift funding away from companies in the oil and gas industry, the Company’s access to and costs of capital or the market for the Company’s securities may be adversely impacted.
Regulatory actions or failure to obtain timely rate relief.
The Company’s natural gas distribution operations are regulated by the SCC. The SCC approves the rates that the Company charges its customers. During periods of enhanced inflationary pressure or the incurrence of significant additional costs, if the SCC did not timely authorize rates that provide for the recovery of such costs including a reasonable rate of return on investment in natural gas distribution facilities, earnings could be negatively impacted.
Furthermore, issuance of debt and equity by Roanoke Gas is also subject to SCC regulation and approval. Delays or lack of approvals could inhibit the ability to access capital markets and negatively impact liquidity or earnings.
Increased compliance and pipeline safety requirements and fines.
The Company is committed to the safe and reliable delivery of natural gas to its customers. Working in concert with this commitment are numerous federal and state laws and regulations. Failure to comply with these laws and regulations could result in the levy of significant fines. There are inherent risks that may be beyond the Company’s control, including third-party actions, which could result in damage to pipeline facilities, injury and even death. Such incidents could subject the Company to lawsuits, large fines, increased scrutiny and loss of customers, all of which could have a significant effect on the Company’s financial position and results of operations.
FINANCIAL RISKS
Access to capital to maintain liquidity.
The Company relies on a variety of capital sources to operate its business and fund capital expenditures, including internally generated cash from operations, borrowings under its line-of-credit, proceeds from the issuance of additional shares of its common stock and other sources. Access to a line-of-credit is essential to provide seasonal funding of natural gas operations and provide capital budget bridge financing. Access to capital markets and other long-term funding sources is important for refinancing and capital outlays. The ability of the Company to secure longer-term financing and to maintain and renew its line-of-credit is critical to operations. Adverse market trends, market disruptions or deterioration in the financial condition of the Company could increase the cost of borrowing, restrict the Company's ability to issue additional shares of its common stock or otherwise limit the Company’s ability to secure adequate funding.
Failure to comply with debt covenant requirements.
The Company's long-term debt obligations and bank line-of-credit contain financial covenants. Noncompliance with any of these covenants could result in an event of default which, if not cured or waived, could accelerate payment on outstanding debt obligations or cause prepayment penalties. In such an event, the Company may not be able to refinance or repay all of its indebtedness, pay dividends or have sufficient liquidity to meet operating and capital expenditure requirements. Any such acceleration would cause a material adverse change in the Company's financial condition.
Investment in Mountain Valley Pipeline, LLC.
The MVP went into service in June 2024. The LLC’s gas infrastructure facilities are subject to many operational risks. Operational risks could result in, among other things, lost revenues due to prolonged outages, increased expenses due to monetary penalties or fines for compliance failures, liability to third parties for property damage and personal injury, a failure to perform under applicable sales agreements and associated loss of revenues from terminated agreements or liability for liquidated damages under continuing agreements. The consequences of these risks, if realized, could adversely affect the LLC’s business, cash flows, financial condition, results of operations and prospects. Uncertainties and risks inherent in operating and maintaining the LLC's facilities include, but are not limited to, risks associated with the success of new projects to generate additional cash flows. The LLC’s business, cash flows, financial condition, results of operations and prospects potentially could be adversely affected by weather conditions, including, but not limited to, the impact of severe weather. Threats of terrorism and catastrophic events resulting from terrorism, sabotage, cyber-attacks, or individuals and/or groups attempting to disrupt the LLC’s business, or the businesses of third parties, may materially adversely affect the LLC’s business, financial condition, results of operations and prospects.
Any adverse developments, such as those noted above, could have a significant effect on the LLC and the Company's earnings, cash flows and financial position, and materially impact Resources' consolidated financial position and results of operations, including Resources' ability to pay shareholder dividends at the current level or remain in compliance with credit agreement covenants.
Obligations for income taxes that may arise from examinations by taxing authorities.
The Company is subject to federal and state income taxes as prescribed by the laws within the United States. Significant judgments are required in determining the provisions for income taxes. Our total income tax expense could be affected by changes in tax rates in various jurisdictions, changes in the valuation of deferred tax assets and liabilities or changes in tax laws or their interpretation. In preparing its tax provisions and returns, the Company must make calculations and assumptions regarding tax treatment of various transactions, including the applicability of tax credits. The Company’s tax returns are subject to examination by the IRS and state tax authorities as disclosed in Note 9 of the consolidated financial statements. Although the Company utilizes the assistance of tax professionals in the preparation of its tax returns, the final determination of tax examinations and any related litigation could be materially different than what is reflected in historical income tax provisions and accruals. If a taxing authority disagrees with the positions we have taken, the Company could face additional tax liability, including interest and penalties, which could adversely affect our financial results.
The cost of providing post-retirement benefits.
The Company provides certain pension and post-retirement benefits. The costs of providing defined benefit pension and retiree medical plans are dependent on a number of factors such as the rates of return on plan assets, discount rates used in determining plan liabilities, the level of interest rates used to measure the required minimum funding levels of the plan, future government regulation, changes in life expectancy and required or voluntary contributions made to the plan. Changes in actuarial assumptions and differences between the assumptions and actual results, as well as a significant decline in the value of investments that fund these plans, if not offset or mitigated by a decline in plan liabilities, could increase the expense of these plans and require significant additional funding. Although the Company has soft-frozen both plans to limit future growth in each plan's liabilities, ongoing funding obligations and expenses could have a material impact on the Company's financial position, results of operation and cash flows should there be a material reduction in the amount of the recovery of these costs through rates currently charged to customers or significant delays in the timing of the recovery of such costs.
Exposure to market risks.
The Company is subject to market risks that are beyond the Company’s control, such as commodity price volatility and interest rate risk. The Company is generally isolated from commodity price risk through the PGA mechanism. With respect to interest rate risk, there has been significant movement in interest rates in recent years. Much of the Company's outstanding debt is comprised of fixed rate notes or have interest rate swaps in place. However, higher interest rates do impact the Company through higher borrowing costs on Roanoke Gas' line-of-credit and Midstream's variable rate credit facilities as well as any future borrowings by the Company.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Risk Management and Strategy
The Company's cybersecurity program fundamentally aligns with the COBIT framework. This is reflected in our related policies, practices and procedures. We have multiple layers of security controls as well as a third-party SOC that helps identify, avoid and mitigate cybersecurity threats. The evaluation of risks includes consideration of cybersecurity and privacy risk, including (1) potential impact on the Company's employees, customers, and other stakeholders, (2) intelligence briefings on notable cyber events impacting the industry and (3) evaluation of external threats. The Company utilizes internal and third-party assessment tools and tests to evaluate its cyber risk policies, practices and procedures as well as to challenge how its defenses are built and deployed. These assessments provide opportunities for critical self-analysis, constructive feedback from parties, and learnings from industry experts to enhance cyber resilience. Both formal and informal cybersecurity awareness are provided to employees to help identify and avoid cybersecurity threats and to ensure employees understand the Company's cyber risk management policies along with the key role they play to ensure cyber hygiene. The Company has established a cybersecurity incident response team that includes the CEO, CFO, VP of HR, IT Director and other personnel. The Company has also retained counsel to advise on cybersecurity matters. The Company periodically undertakes table top exercises facilitated by a third party whereby the incident response team reacts to, evaluates and updates, if necessary, its policies and processes to a simulated cyberattack.
Governance
Item 2. Properties.
Included in “Utility Property” on the Company’s consolidated balance sheet are storage plant, transmission plant, distribution plant and general plant of Roanoke Gas consistent with other natural gas utilities. The Company has approximately 1,184 miles of transmission and distribution pipeline representing 89% of the total utility property. The transmission and distribution pipelines are located on or under public roads, highways or private property for which the Company has obtained the legal authorization and rights to operate.
Roanoke Gas currently owns and operates eleven metering stations through which it measures and regulates the gas being delivered by its suppliers. These stations are located at various points throughout the Company’s distribution system.
Roanoke Gas owns a liquefied natural gas storage facility located in its service territory that has the capacity to store up to 200,000 DTH of natural gas.
Roanoke Gas also began operation of an RNG facility, that it owns, during fiscal 2023 as part of a cooperative agreement with the local water authority to produce commercial quality biogas at the regional pollution control facility. The Company leases the land upon which the RNG facility is located.
The Company’s executive, accounting and business offices, along with its operations departments, are located on Kimball Avenue in Roanoke, Virginia.
Although the Company considers its present properties to be adequate, management continues to evaluate the adequacy of its current facilities as additional needs arise.
Item 3. Legal Proceedings.
The Company is not known to be a party to any pending legal proceedings.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Resources' common stock is listed on the Nasdaq Global Market under the trading symbol RGCO. Payment of dividends is within the discretion of the Board of Directors and depends on, among other factors, earnings, capital requirements, and the operating and financial condition of the Company.
| Range of Bid Prices |
Cash Dividends |
|||||||||||
| Year Ending September 30, 2025 |
High |
Low |
Declared |
|||||||||
| First Quarter |
$ | 23.49 | $ | 19.62 | $ | 0.2075 | ||||||
| Second Quarter |
21.52 | 19.37 | 0.2075 | |||||||||
| Third Quarter |
23.28 | 20.27 | 0.2075 | |||||||||
| Fourth Quarter |
23.09 | 19.68 | 0.2075 | |||||||||
| Year Ending September 30, 2024 |
||||||||||||
| First Quarter |
$ | 21.69 | $ | 15.42 | $ | 0.2000 | ||||||
| Second Quarter |
21.34 | 18.08 | 0.2000 | |||||||||
| Third Quarter |
21.51 | 18.90 | 0.2000 | |||||||||
| Fourth Quarter |
22.92 | 19.20 | 0.2000 | |||||||||
As of November 28, 2025, there were 884 holders of record of the Company’s common stock. This number does not include all beneficial owners of common stock who hold their shares in “street name."
A summary of the Company’s equity compensation plans follows as of September 30, 2025:
| (a) |
(b) |
(c) |
||||||||||
| Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
| Equity compensation plans approved by security holders |
28,000 | $ | 18.98 | 437,348 | ||||||||
| Equity compensation plans not approved by security holders |
— | — | — | |||||||||
| Total |
28,000 | $ | 18.98 | 437,348 | ||||||||
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
Resources is an energy services company primarily engaged in the regulated sale and distribution of natural gas to approximately 62,500 residential, commercial and industrial customers in Roanoke, Virginia, and the surrounding localities, through its Roanoke Gas subsidiary. Midstream, a wholly owned subsidiary of Resources, is a less than 1% investor in the MVP, Southgate and Boost. More information regarding the investment in MVP is provided below and under the Equity Investment in Mountain Valley Pipeline section.
The utility operations of Roanoke Gas are regulated by the SCC, which oversees the terms, conditions and rates charged to customers for natural gas service, safety standards, extension of service and depreciation. Nearly all of the Company’s revenues are derived from the sale and delivery of natural gas to Roanoke Gas customers based on rates and fees authorized by the SCC. These rates are designed to provide the Company with the opportunity to recover its gas and non-gas expenses and to earn a reasonable rate of return for shareholders based on normal weather. These rates are determined based on various rate applications filed with the SCC. Generally, investments related to extending service to new customers are recovered through the additional revenues generated by the non-gas base rates in place at that time. The investment in replacing and upgrading existing infrastructure, as well as recovering increases in non-gas expenses due to inflationary pressures, regulatory requirements or operation needs, are generally not recoverable until a formal rate application is filed to include additional investment and higher costs, and new non-gas base rates are approved.
The Company is also subject to regulation from the Department of Transportation in regard to the construction, operation, maintenance, safety and integrity of its transmission and distribution pipelines, as well as the FERC, which regulates the prices for the transportation and delivery of natural gas to the Company's distribution system and underground storage services. In addition, Roanoke Gas is subject to other regulations which are not necessarily industry specific.
On February 2, 2024, primarily in response to continued inflationary pressures, Roanoke Gas filed for a non-gas base rate increase of $4.33 million. The filing also reflected an increase in the Company's authorized return on equity from 9.44% to 10.35%. The new interim non-gas base rates went into effect for customer billings on or after July 1, 2024, subject to refund. On October 16, 2024, the Company reached a settlement with the SCC staff on all outstanding issues in the case. Under the terms of the settlement, the Company agreed to an annual incremental revenue requirement increase of $4.08 million based on a return on equity of 9.90%. On April 10, 2025, the SCC issued a final order approving the settlement in its entirety. The order also directed Roanoke Gas to refund the excess revenues collected during the time the interim rates were in effect with interest. The refunds to customers, which had previously been accrued as a regulatory liability, were made to customers in May 2025.
As the Company’s business is seasonal in nature, volatility in winter weather and the commodity price of natural gas can impact the effectiveness of the Company’s rates in recovering its costs and providing a reasonable return for its shareholders. In order to mitigate the effect of weather variations and other factors not provided for in the Company's base rates, Roanoke Gas has certain approved rate mechanisms in place that help provide stability to customer bills and earnings, adjust for volatility in the price of natural gas and provide a return on qualified infrastructure investment. These mechanisms include the SAVE Rider, WNA, ICC, RNG Rider and PGA.
The SAVE Plan and Rider provides the Company with a mechanism through which it recovers costs related to SAVE qualified infrastructure investments on a prospective basis, until such time a formal rate application is filed incorporating these investments in non-gas base rates. Roanoke Gas filed and received approval from the SCC for an updated annual SAVE Rider rate which became effective October 1, 2024. As a result of the updated SAVE Rider, SAVE Plan revenues increased to approximately $1,588,000 in fiscal 2025 from approximately $461,000 in fiscal 2024. Roanoke Gas filed and received approval from the SCC for an updated annual SAVE Rider rate to become effective October 1, 2025 that will result in approximately $2,610,000 of SAVE-related revenues during fiscal 2026. See Note 4 of the consolidated financial statements for additional information regarding the SAVE Plan and Rider.
The WNA mechanism reduces the volatility in earnings due to the variability in temperatures during the heating season. The WNA is based on the most recent 30-year temperature average and provides the Company with a level of earnings protection when weather is warmer than normal and provides its customers with a level of price protection when the weather is colder than normal. The WNA allows the Company to recover from customers the lost margin, excluding gas costs, from the impact of warmer-than-normal weather and correspondingly requires the Company to refund to customers the excess margin earned for colder-than-normal weather. The WNA mechanism used by the Company is based on a linear regression model that determines the value of a single heating degree day and thereby estimates the revenue adjustment based on weather variance from normal. Any billings or refunds related to the WNA are completed following each WNA year, which extends for the 12-month period from April to March. The Company recorded approximately $1,056,000 and $3,761,000 in additional revenues under the WNA for weather that was approximately 4% and 20% warmer than normal for the fiscal years ended September 30, 2025 and 2024, respectively. The number of heating degree days used to determine normal can change annually as a new year is added to the 30-year period and the oldest year is removed. As a result of adding warmer than normal years to replace colder years, the number of heating degree days that defines normal has trended downward over the last several years.
The Company also has an approved rate structure that mitigates the impact of financing costs of its natural gas inventory. Under this rate structure, Roanoke Gas recognizes revenue by applying the ICC factor, based on the Company’s weighted-average cost of capital, including interest rates on short-term and long-term debt, and the Company’s authorized return on equity, to the average cost of natural gas inventory during the period. Total ICC revenues decreased from approximately $728,000 in fiscal 2024 to $587,000 in fiscal 2025 due to lower natural gas commodity prices during the 2024 summer storage injection season resulting in a lower average cost of natural gas in storage. The average price of gas in storage during fiscal 2025 declined by 12% compared to fiscal 2024, while the average price of gas in storage at September 30, 2025 increased by 5% compared to the same period last year. If natural gas prices remain at or higher than the prior year, the average dollar balance of gas in storage may increase based on current storage levels and due to an increased ICC factor from the prior year may lead to higher ICC revenues in fiscal 2026.
In March 2023, Roanoke Gas began the operation of the RNG facility to produce commercial quality biogas for delivery into its distribution system through a cooperative agreement with the Western Virginia Water Authority. With SCC approval, Roanoke Gas is allowed to recover the costs associated with the investment in RNG facilities and related operating costs through an RNG Rider added to customer bills. The customer benefits from this program through the monetization of environmental credits generated through RNG production, which are returned to customers through the RNG Rider. Total RNG revenue increased from approximately $1,629,000 in fiscal 2024 to $1,760,000 in fiscal 2025. See Note 4 of the consolidated financial statements for more information on RNG.
The cost of natural gas is a pass-through cost and is independent of the Company's non-gas rates. Accordingly, the Company's approved billing rates include a component designed to allow for the recovery of the cost of natural gas used by its customers. This rate component, referred to as the PGA, allows the Company to pass along to its customers increases and decreases in natural gas costs through a quarterly filing (or more frequent if necessary) with the SCC. Once SCC approval is received, the Company adjusts the gas cost component of its rates. As actual costs and usage will differ from the projections used in establishing the PGA rate, the Company will either over-recover or under-recover its actual gas costs during the period. The difference between actual costs incurred and costs recovered through the application of the PGA is recorded as a regulatory asset or liability. At the end of the annual deferral period, the balance is amortized over an ensuing 12-month period as amounts are reflected in customer billings.
Inflation and Rising Prices
Natural gas commodity, delivery and storage capacity costs constitute the single largest expense of the Company, representing 55% of fiscal 2025 total operating expenses. After peaking in December 2022, natural gas commodity prices decreased significantly for the remainder of fiscal 2023 and through fiscal 2025. The decline in prices was primarily due to improved supply availability resulting from a warm winter season. Roanoke Gas recovers natural gas costs through the PGA mechanism as noted above; however, in times where commodity prices rapidly increase, the timing of recovery may lag. Increasing natural gas prices, especially in relation to other energy options, may lead to reductions in energy consumption through customer conservation or fuel switching. In addition, there is potential for higher bad debts related to customers' inability to pay higher natural gas bills.
The Company continues to experience inflation over the 2% level targeted by the Federal Reserve. Inflation levels in health care spending, certain types of insurance, contracted services and IT service costs, as well as other items, continue to put upward pressure on the Company's expenses. The Company recovers non-gas related costs through the non-gas portion of its tariff rates, which are adjusted through a non-gas base rate application. Unlike the rate adjustments for the gas portion of rates which are done administratively, the non-gas base rate application process can result in an inherent lag in non-gas expense recovery. Therefore, authorized non-gas base rates may not keep pace with rising costs during inflationary periods. Management regularly evaluates the Company's operations, economic conditions and other factors to assess the need to apply for a non-gas base rate adjustment. Accordingly, on December 2, 2025, the Company filed a non-gas base rate application with the SCC to increase revenues by $4.3 million annually.
Results of Operations
The analysis on the results of operations is based on the consolidated operations of the Company, which are primarily associated with the utility segment. Additional segment analysis is provided when Midstream's investment in affiliates represents a significant component of the comparison. Net income increased by $1,519,074 from the prior year primarily due to the implementation of higher non-gas base rates and record natural gas deliveries, as well as lower post-retirement benefit costs, partially offset by lower WNA revenues and lower equity earnings from the MVP as the project transitioned from construction into service.
The Company's operating revenues are affected by the cost of natural gas, as reflected in the consolidated statement of income under the line item cost of gas - utility. The cost of natural gas, which includes commodity price, transportation, storage, injection and withdrawal fees, with any increase or decrease offset by a correlating change in revenue through the PGA, is passed through to customers at cost. Accordingly, management believes that gross utility margin, a non-GAAP financial measure defined as utility revenues less cost of gas, is a useful and relevant measure to analyze financial performance. The term gross utility margin is not intended to represent or replace gross margin, the most comparable GAAP financial measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies. A reconciliation between gross utility margin and gross margin is presented under the Gross Utility Margin section below.
The following results of operations analyses will reference gross utility margin.
Fiscal Year 2025 Compared with Fiscal Year 2024
The tables below reflect operating revenues, volume activity and heating degree days.
| Operating Revenues |
||||||||||||||||
| Year Ended September 30, |
2025 |
2024 |
Increase / (Decrease) | Percentage |
||||||||||||
| Gas utility |
$ | 95,231,943 | $ | 84,533,101 | $ | 10,698,842 | 13 | % | ||||||||
| Non utility |
102,269 | 108,131 | (5,862 | ) | (5 | )% | ||||||||||
| Total operating revenues |
$ | 95,334,212 | $ | 84,641,232 | $ | 10,692,980 | 13 | % | ||||||||
| Delivered Volumes |
||||||||||||||||
| Year Ended September 30, |
2025 |
2024 |
Increase | Percentage |
||||||||||||
| Regulated natural gas (DTH): |
||||||||||||||||
| Residential and commercial |
6,804,489 | 6,252,546 | 551,943 | 9 | % | |||||||||||
| Transportation and interruptible |
4,688,926 | 3,796,224 | 892,702 | 24 | % | |||||||||||
| Total delivered volumes |
11,493,415 | 10,048,770 | 1,444,645 | 14 | % | |||||||||||
| HDD |
3,655 | 3,094 | 561 | 18 | % | |||||||||||
Total gas utility operating revenues for the year ended September 30, 2025 increased by 13% from the year ended September 30, 2024 primarily due to the implementation of a non-gas base rate increase, along with higher delivered volumes, gas costs and SAVE revenues, partially offset by a decrease in WNA revenue. The non-gas base rate increase implemented in July 2024 was the main contributing factor to an approximate $5.6 million increase in non-gas volumetric revenues. In addition, total heating degree days increased by 18% from the prior fiscal year, resulting in a 9% increase in the weather-sensitive residential and commercial volumes, while transportation and interruptible volumes increased 24%, primarily driven by business activity of a single, multi-fuel customer during the period. Total gas costs also increased over the prior year primarily due to pipeline capacity charges increasing over $4.0 million as a result of higher rates and MVP capacity. SAVE Plan revenues increased as Roanoke Gas continues to invest in qualified SAVE infrastructure projects, resulting in approximately $1,127,000 more revenue compared to the same period in the prior year. WNA revenues declined approximately $2.7 million from the prior fiscal year as weather was only 4% warmer than normal during the current year compared to 20% warmer than normal during the prior year.
| Gross Utility Margin |
||||||||||||||||
| Year Ended September 30, |
2025 |
2024 |
Increase |
Percentage |
||||||||||||
| Gas utility revenues |
$ | 95,231,943 | $ | 84,533,101 | $ | 10,698,842 | 13 | % | ||||||||
| Cost of gas - utility |
42,550,954 | 35,967,987 | 6,582,967 | 18 | % | |||||||||||
| Gross utility margin |
$ | 52,680,989 | $ | 48,565,114 | $ | 4,115,875 | 8 | % | ||||||||
Gross utility margin increased over the prior fiscal year primarily as a result of the implementation of new non-gas base rates and increases in SAVE revenues, slightly offset by the reduction in ICC revenues. The volumetric margin, net of the WNA, increased by approximately $2.8 million primarily due to the new non-gas base rates and increases in transportation and interruptible volumes. As previously discussed, the SAVE Plan contributed an additional $1,127,000 to margin, while ICC revenues decreased by approximately $141,000 due to lower cost and volumes of gas in storage.
The changes in the components of the gross utility margin are summarized below:
| Years Ended September 30, | Increase | |||||||||||
| 2025 |
2024 |
(Decrease) |
||||||||||
| Customer base charge |
$ | 16,334,578 | $ | 16,235,406 | $ | 99,172 | ||||||
| SAVE Plan |
1,588,240 | 460,758 | 1,127,482 | |||||||||
| Volumetric |
31,151,138 | 25,600,298 | 5,550,840 | |||||||||
| WNA |
1,055,552 | 3,760,540 | (2,704,988 | ) | ||||||||
| ICC |
586,759 | 727,825 | (141,066 | ) | ||||||||
| RNG |
1,760,287 | 1,628,926 | 131,361 | |||||||||
| Other revenues |
204,435 | 151,361 | 53,074 | |||||||||
| Total |
$ | 52,680,989 | $ | 48,565,114 | $ | 4,115,875 | ||||||
Reconciliation between gross utility margin and gross margin is presented below:
| Gas Utility |
Investment in Affiliates |
Consolidated Total |
||||||||||
| For the Year Ended September 30, 2025: |
||||||||||||
| Operating revenues |
||||||||||||
| Gas utility |
$ | 95,231,943 | $ | — | $ | 95,231,943 | ||||||
| Non utility |
102,269 | — | 102,269 | |||||||||
| Total operating revenues |
95,334,212 | — | 95,334,212 | |||||||||
| Cost of sales |
||||||||||||
| Cost of gas - utility |
(42,550,954 | ) | — | (42,550,954 | ) | |||||||
| Cost of sales - non utility |
(19,919 | ) | — | (19,919 | ) | |||||||
| Depreciation and amortization |
(11,470,641 | ) | — | (11,470,641 | ) | |||||||
| Operations and maintenance |
(19,729,415 | ) | (181,995 | ) | (19,911,410 | ) | ||||||
| Total cost of sales |
(73,770,929 | ) | (181,995 | ) | (73,952,924 | ) | ||||||
| Gross margin (GAAP) |
21,563,283 | (181,995 | ) | 21,381,288 | ||||||||
| Corporate and other, net |
(82,350 | ) | — | (82,350 | ) | |||||||
| Depreciation and amortization |
11,470,641 | — | 11,470,641 | |||||||||
| Operations and maintenance |
19,729,415 | 181,995 | 19,911,410 | |||||||||
| Gross utility margin (Non-GAAP) |
$ | 52,680,989 | $ | — | $ | 52,680,989 | ||||||
| Gas Utility |
Investment in Affiliates |
Consolidated Total |
||||||||||
| For the Year Ended September 30, 2024: |
||||||||||||
| Operating revenues |
||||||||||||
| Gas utility |
$ | 84,533,101 | $ | — | $ | 84,533,101 | ||||||
| Non utility |
108,131 | — | 108,131 | |||||||||
| Total operating revenues |
84,641,232 | — | 84,641,232 | |||||||||
| Cost of sales |
||||||||||||
| Cost of gas - utility |
(35,967,987 | ) | — | (35,967,987 | ) | |||||||
| Cost of sales - non utility |
(24,003 | ) | — | (24,003 | ) | |||||||
| Depreciation and amortization |
(10,518,094 | ) | — | (10,518,094 | ) | |||||||
| Operations and maintenance |
(18,215,354 | ) | (133,486 | ) | (18,348,840 | ) | ||||||
| Corporate and other |
— | — | (5,896 | ) | ||||||||
| Total operations and maintenance |
(18,215,354 | ) | (133,486 | ) | (18,354,736 | ) | ||||||
| Total cost of sales |
(64,725,438 | ) | (133,486 | ) | (64,864,820 | ) | ||||||
| Gross margin (GAAP) |
19,915,794 | (133,486 | ) | 19,776,412 | ||||||||
| Corporate and other, net |
(84,128 | ) | — | (78,232 | ) | |||||||
| Depreciation and amortization |
10,518,094 | — | 10,518,094 | |||||||||
| Operations and maintenance |
18,215,354 | 133,486 | 18,348,840 | |||||||||
| Gross utility margin (Non-GAAP) |
$ | 48,565,114 | $ | — | $ | 48,565,114 | ||||||
Operations and Maintenance Expense - Operations and maintenance expense increased by $1,556,674, or 8%, over the prior year primarily due to inflationary effects on personnel costs and contracted services, RNG-related costs and bad debt expense. Personnel costs and contracted services increased by approximately $969,000 due to increased staffing and the inflationary impact on salaries and benefits. RNG expenses increased approximately $231,000 primarily due to increases in electric and telemetering charges. Bad debt expense increased by approximately $170,000 due to higher bills from colder weather and more inactive accounts resulting from non-pay customer turnoffs. Increased corporate insurance premiums accounted for much of the remaining increase.
Taxes Other Than Income Taxes - Taxes other than income taxes increased by $239,135, or 9%, primarily due to higher property tax rates and growth in utility property, as well as increases in payroll taxes related to increased staffing and compensation.
Depreciation and Amortization - Depreciation and amortization expense increased by $952,547, or 9%, corresponding to a similar increase in net additions to depreciable utility property. Increases in fixed assets with shorter useful lives during the current fiscal year resulted in depreciation expense increasing slightly more than the 6% increase in utility property.
Equity in Earnings of Unconsolidated Affiliate - The equity in earnings of the MVP investment decreased by $617,239, or 16%. With the MVP in service, the Company now recognizes its share of operational earnings from the MVP, favorably adjusted for the amortization of a basis difference that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. These in-service earnings did not fully replace the amount of AFUDC recognized while construction activities were ongoing during the first eight months of fiscal 2024. See Note 5 of the consolidated financial statements for additional information related to the MVP.
Other Income, Net - Other income increased by $1,204,122, primarily due to an approximate $1,129,000 decrease in postretirement benefit plan costs as a result of actuarial changes, coupled with an increase of approximately $237,000 in revenue sharing related to the asset management agreements, which are described in more detail in Note 14 of the consolidated financial statements.
Interest Expense - Total interest expense remained relatively flat over the prior year, increasing slightly by $38,626, or 1%, primarily due to higher borrowing levels. Total average debt outstanding during fiscal 2025 increased by 2% from fiscal 2024. Roanoke Gas' total average debt outstanding increased by approximately $1,346,000 associated with net borrowings under the Company's line-of-credit, while Midstream's total average debt outstanding increased by approximately $1,441,000 during the year. There were minimal fluctuations in the weighted-average interest rates between the periods. See Note 6 and 7 of the consolidated financial statements for more information on the Company's debt.
Income Taxes - Income tax expense increased by $394,924, or 11%, corresponding to an increase in pre-tax income. The effective tax rate was 23.6% and 23.9% for fiscal 2025 and 2024, respectively. The effective tax rate is below the combined statutory state and federal rate due to the amortization of excess deferred taxes and tax credits. See Note 9 of the consolidated financial statements for the impact of tax credits on the effective tax rate.
Earnings Per Share and Dividends - Basic and diluted earnings per share were $1.29 in fiscal 2025 compared to $1.16 per share in fiscal 2024. Dividends declared per share of common stock were $0.83 in fiscal 2025 compared to $0.80 in fiscal 2024.
Capital Resources and Liquidity
Due to the capital intensive nature of the utility business, as well as the impact of weather variability, the Company’s primary capital needs are the funding of its capital projects, the seasonal funding of its natural gas inventories and accounts receivables, debt service and payment of dividends to shareholders. The Company anticipates funding these items through its operating cash flows, credit availability under short-term and long-term debt agreements and proceeds from the sale of its common stock.
Cash and cash equivalents increased by approximately $1,426,000 in fiscal 2025 compared to a decrease of approximately $618,000 in fiscal 2024. The following table summarizes the categories of sources and uses of cash:
| Cash Flow Summary |
Years Ended September 30, |
|||||||
| 2025 |
2024 |
|||||||
| Net cash provided by operating activities |
$ | 28,948,149 | $ | 17,433,625 | ||||
| Net cash used in investing activities |
(20,733,615 | ) | (22,033,632 | ) | ||||
| Net cash provided by (used in) financing activities |
(6,788,350 | ) | 3,981,761 | |||||
| Net increase (decrease) in cash and cash equivalents |
$ | 1,426,184 | $ | (618,246 | ) | |||
Cash Flows Provided by Operating Activities:
The seasonal nature of the natural gas distribution business causes operating cash flows to fluctuate significantly during the year, as well as from year to year. Factors, including weather, energy prices, natural gas storage levels and customer collections, all contribute to working capital levels and related cash flows. Generally, operating cash flows are positive during the second and third fiscal quarters as a combination of earnings, declining storage gas levels and collections on customer accounts all contribute to higher cash levels. During the first and fourth fiscal quarters, operating cash flows generally decrease due to the combination of increasing natural gas storage levels and rising customer receivable balances.
Cash flows from operating activities increased by $11.5 million from the prior year. The increase in operating cash flows is primarily due to net income increasing approximately $1,519,000, along with the cash distributions received from the LLC, direct impacts from weather and increased pipeline and storage capacity charges. During fiscal 2025, the Company received approximately $3,645,000 in quarterly cash distributions from the LLC, which has been accounted for as a return on its invested capital. The timing of collections related to gas costs, RNG and WNA resulted in approximately $5,011,000 in additional operating cash. Colder weather and increased gas costs compared to the prior year resulted in higher accounts receivable and accounts payable balances. Pipeline and storage capacity charges during fiscal 2025 increased over $3,400,000 from the prior year. Additionally, total commodity costs increased from $3.44 per DTH in fiscal 2024 to $3.64 per DTH in fiscal 2025.
Cash Flows Used in Investing Activities:
Investing activities primarily consist of expenditures related to Roanoke Gas' utility property, which includes replacing aging natural gas pipe with new plastic or coated steel pipe, improvements to the LNG plant and gas distribution system facilities and expansion of its natural gas system to meet the demands of customer growth. New customer demand for natural gas continues to be steady and therefore extending the natural gas distribution system within its service territory is also a priority. Roanoke Gas' expenditures were approximately $20.7 million and $22.1 million in fiscal 2025 and 2024, respectively. The $1.4 million decrease in expenditures is primarily due to higher prior-year investment for the MVP gate stations, which were placed into service in fiscal 2024. Roanoke Gas renewed 4.2 miles of main and 311 service lines and 5.4 miles of main and 412 service lines in fiscal years 2025 and 2024, respectively. Under the SCC approved SAVE Plan and Rider, the Company is continuing its focus on SAVE infrastructure replacement projects, including the replacement of pre-1973 first generation plastic pipe. Roanoke Gas’ capital expenditures included costs to extend natural gas distribution mains and services to 594 new customers in fiscal 2025, compared to 521 new customers in fiscal 2024.
Capital expenditures are expected to be approximately $22 million annually over the next few years as Roanoke Gas continues to focus on its SAVE Plan, as well as system improvements and customer growth. The Company expects to utilize its operating cash flows and credit facilities, as well as to consider additional long-term debt and equity capital, to meet the funding requirements of these planned expenditures.
Investing cash flows also reflects the fiscal 2025 funding of approximately $76,000 for Midstream's participation in the LLC, up from approximately $18,000 in fiscal 2024. Now that the MVP is in service, Midstream will be required to make periodic capital investment related to ongoing MVP operations requirements and system improvements. Midstream has and will continue to make capital investments in Southgate and Boost. The targeted timing for completion of the Southgate project is 2028 and the Boost project is 2029.
Cash Flows Provided by Financing Activities:
Financing activities generally consist of borrowings and repayments under credit agreements, issuance of common stock and the payment of dividends. Net cash flows used in financing activities were approximately $6.8 million in fiscal 2025, compared to $4.0 million in net cash flows provided by financing activities in fiscal 2024. The $10.8 million decrease in financing cash flows is primarily attributable to net borrowings of approximately $751,000 under Roanoke Gas' line-of-credit during fiscal 2025 compared to net borrowings of $6.8 million in the same period last year. In addition, during fiscal 2025, Resources issued a total of 88,409 shares of common stock, primarily from DRIP activity, resulting in net proceeds of approximately $1.8 million. No shares were issued through the ATM program during fiscal 2025. During fiscal 2024, the Company realized $4.7 million from the issuance of 234,645 shares through the ATM program and DRIP activity. Cash outflows for dividend payments were $8.5 million as the annualized dividend rate increased from $0.80 to $0.83 per share and total outstanding shares increased as a result of the stock issuance activity. The Company’s consolidated capitalization was 43.7% equity and 56.3% long-term debt at September 30, 2025, exclusive of unamortized debt expense. This compares to 44.1% equity and 55.9% long-term debt at September 30, 2024.
Current interest rate trends may result in lower interest costs associated with the Company's variable rate debt in 2026.
Management regularly evaluates the Company’s liquidity through a review of its available financing resources and its cash flows. Resources maintains the ability to raise equity capital through its ATM program, private placement or other public offerings. Roanoke Gas has a term note in the principal amount of $15 million coming due in August 2026. Management believes Roanoke Gas has access to sufficient financing resources to meet its cash requirements for the next year, including cash from operations and the line of credit. Roanoke Gas may also adjust capital spending as necessary, if such a need would arise.
With the MVP now in service, Midstream's future cash requirements will relate to regular monthly operating expenses, debt service and capital contributions. The Company received four quarterly cash distributions from MVP in fiscal 2025 totaling approximately $3.6 million, and should receive similar quarterly distributions going forward. On September 5, 2025, Midstream established a new $53.6 million term note with two banks, which refinanced and replaced all of Midstream's outstanding debt. This term note matures on September 5, 2032. Also on September 5, 2025, Midstream entered into a new Loan Agreement for the MVP Southgate extension and MVP Boost expansion that can be drawn to principal amounts of $1.85 million and $3.65 million, respectively. These loans mature on September 5, 2030, at which time the outstanding principal balance on each note is due. With the establishment of the new term note, Midstream's total debt principal payments over the succeeding 12 months is $2,846,018. Management believes that it will be able to meet Midstream's cash requirements over the ensuing 12-month period with availability on the Southgate and Boost Loan Agreements and its quarterly cash distributions from MVP.
Notes 6 and 7 of the consolidated financial statements provide details on the Company's line-of-credit and borrowing activities.
ATM Program
The Company opted to not utilize the ATM program for the year ended September 30, 2025, although it remains in place. Resources issued 129,164 shares of common stock for $2,635,200, net of $67,569 in fees, under the ATM program for the year ended September 30, 2024.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as defined in Regulation S-K, Item 303(a)(4)(ii).
Equity Investment in Mountain Valley Pipeline
The Company owns a less than 1% interest in the LLC that owns and operates the MVP, as defined in its operating agreement. The Company accounts for its interest in the LLC under the equity method of accounting given the LLC maintains specific ownership accounts for each investor, and also considering the Company's rights under the LLC management agreement and the Company's involvement as a stakeholder of the MVP. The Company has been using the equity method since the inception of its investment in fiscal 2016.
From inception through May 2024, earnings from the LLC were primarily attributable to AFUDC income. With the MVP in operation, the Company recognizes its share of earnings from the LLC, favorably adjusted for a basis difference between the Company's proportional share of assets and its carrying value that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. This basis difference amortization is a favorable non-cash adjustment over the operational life of the MVP, or 40 years. During fiscal 2025 and 2024, the Company recorded equity in earnings of consolidated affiliates of approximately $3.2 million and $3.9 million, respectively, with the 2024 amounts being primarily derived from AFUDC. The LLC began to return excess cash in fiscal 2025. Midstream received quarterly cash distributions of its share from the LLC totaling approximately $3.6 million during fiscal 2025, which was a return on its invested capital. Future quarterly distributions are expected to be of a similar magnitude. The Company is using this cash to pay interest and other expenditures related to Midstream. The Company refinanced all of the debt supporting its investment in the MVP in September 2025, as described in the liquidity section above.
Regulatory
See Note 4 of the consolidated financial statements for discussion on Regulatory matters.
Critical Accounting Estimates
The consolidated financial statements of Resources are prepared in accordance with GAAP. The amounts of assets, liabilities, revenues and expenses reported in the Company’s financial statements are affected by accounting policies, estimates and assumptions that are necessary to comply with generally accepted accounting principles. Estimates used in the financial statements are derived from prior experience, statistical analysis and management and professional judgments. Actual results may differ significantly from these estimates and assumptions.
The Company considers an estimate to be critical if it is material to the financial statements and requires assumptions to be made that were uncertain at the time the estimate was made and changes in the estimate are reasonably likely to occur from period to period. The Company considers the following accounting policies and estimates to be critical.
Regulatory accounting - The Company’s regulated operations follow the accounting and reporting requirements of ASC 980, Regulated Operations. The economic effects of regulation can result in a regulated company deferring costs that have been or are expected to be recovered from customers in a period different from the period in which the costs would be charged to expense by an unregulated enterprise. When this occurs, costs are deferred as regulatory assets on the consolidated balance sheet and recorded as expenses in the consolidated statements of income and comprehensive income when such amounts are reflected in rates. Additionally, regulators can impose regulatory liabilities upon a regulated company for amounts previously collected from customers and for current collection in rates of costs that are expected to be incurred in the future.
If, for any reason, the Company ceases to meet the criteria for application of regulatory accounting treatment for all or part of its operations, the Company would remove the applicable regulatory assets or liabilities from the consolidated balance sheet and include them in the consolidated statements of income and comprehensive income for the period in which the discontinuance occurred.
Unbilled revenue recognition - The Company bills its regulated natural gas customers on a monthly cycle. The billing cycle for most customers does not coincide with the accounting periods used for financial reporting. The Company accrues revenue for estimated natural gas delivered to customers but not yet billed during the accounting period. The following month, the unbilled estimate is reversed, the actual usage is billed and a new unbilled estimate is calculated. The consolidated financial statements include unbilled revenue of $1,373,512 and $1,294,798 as of September 30, 2025 and 2024, respectively. Because the process is performed monthly, the Company routinely ensures its methodology continues to provide a reasonable estimate.
Pension and Postretirement Benefits - The Company offers a pension plan and a postretirement plan to eligible employees. The expenses and liabilities associated with these plans, as disclosed in Note 12 of the consolidated financial statements, are based on numerous assumptions and factors, including provisions of the plans, employee demographics, contributions made to the plan, return on plan assets and various actuarial calculations, assumptions and accounting requirements. Demographic assumptions include projections of future mortality rates, pay increases and retirement patterns, as well as projected health care costs. In regard to the pension plan, specific factors include assumptions regarding the discount rate used in determining future benefit obligations, expected long-term rate of return on plan assets, compensation increases and life expectancies. Similarly, the postretirement medical plan also requires the estimation of many of the same factors as the pension plan in addition to assumptions regarding the rate of medical inflation and Medicare availability. Actual results may differ materially from the results expected from the actuarial assumptions due to changing economic conditions, differences in actual returns on plan assets, different rates of medical inflation, volatility in interest rates and changes in life expectancy. Such differences may result in a material impact on the amount of expense recorded in future periods or the value of the obligations on the consolidated balance sheet.
In selecting the discount rate to be used in determining the benefit liability, the Company utilized the FTSE Pension Discount Curve, which incorporates the rates of return on high-quality, fixed-income investments that corresponded to the length and timing of benefit streams expected under both the pension plan and postretirement plan. The Company used a discount rate of 5.29% and 5.16% for valuing its pension plan liability and postretirement plan liability, respectively, at September 30, 2025. These discount rates represent an increase from the 4.83% rate used for valuing the corresponding liabilities for both the pension plan and postretirement plan at September 30, 2024. The increase in discount rates corresponds to the market reactions to the continuing inflationary pressures on the financial markets and economy. The yield on the 30-year Treasury increased from 4.14% at September 30, 2024 to 4.73% at September 30, 2025. Corporate bond rates experienced a smaller increase as credit spreads have narrowed. The rise in the discount rates was the primary factor in the reduction of the benefit obligations for both the pension and the postretirement plan. Mortality assumptions were based on the PRI-2012 Mortality Table with improvements projected generational using Projection Scale MP-2021 for the current year valuation.
The Company has focused on minimizing the financial risk associated with these plans. With the soft freezes of both the pension and postretirement plans, future liability growth associated with participant service and compensation has been limited. Since January 2017, when the pension plan froze access to new employees, the target asset allocation has transitioned from 60% equity and 40% fixed income to 25% equity and 75% fixed. During the same period, the fixed income portion of the plan was transitioned to an LDI approach, with the fixed income assets invested in securities with a duration that corresponds to the duration of the corresponding liability. This synchronization of the pension assets with the pension liabilities has reduced volatility in the funded status of the plan. This is evidenced by the relative stability of the funded status of the pension plan at September 30, 2025 and 2024 with a funded ratio of 103% and 104%, respectively. The 25% allocation to equity investments provides asset growth potential to offset increases in the pension liability related to those employees continuing to accrue benefits. Management will continue to evaluate the investment allocation as the liabilities mature and make adjustments as necessary.
The Company has initiated a transition of the postretirement plan assets from a 50% equity and 50% fixed income allocation to a 30% equity and 70% fixed income allocation. This revision to the investment targets is in response to a greater proportion of participants that have transitioned to retirement. Similar to the pension plan, the revision to the asset allocation will seek to reduce the volatility in funded status while still providing the opportunity for asset growth through the equity portion of the portfolio. The funded status for the postretirement plan was 147% and 139% as of September 30, 2025 and 2024, respectively. The improvement in the funded status was due to stronger-than-expected market performance only partially offset by higher liabilities as the Company is effectively matching durations within the portfolio. Management will continue to monitor and evaluate the asset allocation and adjust as warranted.
A summary of the funded status of both the pension and postretirement plans is provided below:
| Funded status - September 30, 2025 |
Pension |
Postretirement |
Total |
|||||||||
| Benefit obligation |
$ | 29,480,020 | $ | 10,462,318 | $ | 39,942,338 | ||||||
| Fair value of assets |
30,487,401 | 15,390,822 | 45,878,223 | |||||||||
| Funded status |
$ | 1,007,381 | $ | 4,928,504 | $ | 5,935,885 | ||||||
| Funded status - September 30, 2024 |
Pension |
Postretirement |
Total |
|||||||||
| Benefit obligation |
$ | 29,873,428 | $ | 10,842,455 | $ | 40,715,883 | ||||||
| Fair value of assets |
31,054,138 | 15,078,281 | 46,132,419 | |||||||||
| Funded status |
$ | 1,180,710 | $ | 4,235,826 | $ | 5,416,536 | ||||||
The Company annually evaluates the long-term rate of return on its targeted investment allocation model, as well as the overall asset allocation of its benefit plans, and reviews both plans' potential long-term rate of return assumptions with its investment advisors to determine the rates used in each plan's actuarial calculations. The long-term rates of return increased slightly from 4.95% in fiscal 2024 to 5.75% for fiscal 2025 for both the pension plan and the postretirement plan. Management evaluates the return assumptions and asset allocation and adjusts both as market conditions warrant.
Management estimates that the Company will have no minimum funding requirements next year. The Company currently does not expect to make contributions to its pension plan and postretirement plan in fiscal 2026 due to the funded position of the plans. The Company will continue to evaluate its benefit plan funding levels in light of funding requirements and ongoing investment returns and make adjustments, as necessary, to avoid benefit restrictions and minimize PBGC premiums.
The following schedule reflects the sensitivity of pension costs to changes in certain actuarial assumptions, assuming that the other components of the calculation remain constant.
| Actuarial Assumptions - Pension Plan |
Change in Assumption |
Increase in Pension Cost |
Increase in Projected Benefit Obligation |
|||||||||
| Discount rate |
-0.25 | % | $ | 102,000 | $ | 946,000 | ||||||
| Rate of return on plan assets |
-0.25 | % | 74,000 | N/A | ||||||||
| Rate of increase in compensation |
0.25 | % | 48,000 | 225,000 | ||||||||
The following schedule reflects the sensitivity of postretirement benefit costs from changes in certain actuarial assumptions, while the other components of the calculation remain constant.
| Actuarial Assumptions - Postretirement Plan |
Change in Assumption |
Increase in Postretirement Benefit Cost |
Increase in Accumulated Postretirement Benefit Obligation |
|||||||||
| Discount rate |
-0.25 | % | $ | 5,000 | $ | 266,000 | ||||||
| Rate of return on plan assets |
-0.25 | % | 38,000 | N/A | ||||||||
| Medical claim cost increase |
0.25 | % | 31,000 | 262,000 | ||||||||
Derivatives - The Company may hedge certain risks incurred in its operation through the use of derivative instruments. The Company applies the requirements of ASC 815, Derivatives and Hedging, which requires the recognition of derivative instruments as assets or liabilities in the Company’s consolidated balance sheet at fair value. In most instances, fair value is based upon quoted futures prices for natural gas commodities and interest rate futures for interest rate swaps. Changes in the commodity and futures markets will impact the estimates of fair value in the future. Furthermore, the actual market value at the point of realization of the derivative may be significantly different from the values used in determining fair value in prior financial statements. The Company had six interest-rate swaps outstanding at September 30, 2025 related to its variable rate notes, compared to four at September 31, 2024. The corresponding fair value of the swaps is reflected on the consolidated balance sheets as of September 30, 2025 and 2024. A 25 basis point decrease or increase on the yield curve would result in an approximately $600,000 corresponding decrease or increase in the fair value of the interest rate swaps on the balance sheet. See Notes 1 and 8 to the consolidated financial statements for additional information regarding the swaps.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 7B. Insider Trading Policy.
The information set forth under "Compensation Philosophy and Objectives" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
RGC Resources, Inc. and Subsidiaries
Consolidated Financial Statements
for the Years Ended September 30, 2025 and 2024
and Report of Independent
Registered Public Accounting Firm
RGC RESOURCES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID | 29 |
| Consolidated Financial Statements for the Years Ended September 30, 2025 and 2024: | |
| Consolidated Balance Sheets | 31 |
| Consolidated Statements of Income | 33 |
| Consolidated Statements of Comprehensive Income (Loss) | 34 |
| Consolidated Statements of Stockholders’ Equity | 35 |
| Consolidated Statements of Cash Flows | 36 |
| Notes to Consolidated Financial Statements | 37 |
|
Deloitte & Touche LLP
901 E. Byrd St. Suite 820 Richmond, VA 23219 USA www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of RGC Resources, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of RGC Resources, Inc. and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the two years in the period ended September 30, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Rate Regulated Basis of Accounting and Regulatory Matters —Refer to Notes 1 and 4, respectively, to the financial statements
Critical Audit Matter Description
The Company, through its regulated natural gas distribution utility subsidiary, is subject to rate regulation by the Virginia State Corporation Commission (the “SCC”) and follows the accounting and reporting requirements of ASC 980, Regulated Operations. The economic effects of regulation can result in a regulated company deferring costs that have been or are expected to be recovered from customers in a period different from the period in which the costs would be charged to expense by an unregulated enterprise. When this situation occurs, costs are deferred as assets in the consolidated balance sheet and recorded as expenses when such amounts are reflected in rates. Similarly, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for current collection in rates of costs that are expected to be incurred in the future. In the event the provisions of ASC 980 no longer apply to any or all regulatory assets or liabilities, the Company would write off such amounts and include them in the consolidated statements of income and comprehensive income in the period which ASC 980 no longer applied.
We identified the impact of rate regulation as a critical audit matter due to the significant judgments made by management to support its assertions about impacted account balances and disclosures and subjectivity involved in assessing the potential impact of future regulatory orders on the financial statements. Management judgments include assessing the likelihood of (1) recovery of regulatory assets through future rates, and (2) whether a regulatory liability is due to customers. Given that management’s accounting judgments are based on assumptions about the outcome of future decisions by the SCC, auditing these judgments requires specialized knowledge of accounting for rate regulation and the rate setting process due to its inherent complexities.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to evaluate the accounting for the effects of cost-based rate regulation, including the probable recovery or refund of regulatory assets and liabilities, included the following, among others:
| ● | We obtained and evaluated an analysis from management describing the orders and filings that support management’s assertions regarding the probability of recovery for certain regulatory assets or refund or future reduction in rates for certain regulatory liabilities to assess management’s assertion that amounts are probable of recovery or a future reduction in rates. |
| ● | We read and evaluated relevant regulatory orders issued by the SCC for the Company, regulatory statutes, interpretations, procedural memorandums, filings made by intervenors, and other publicly available information to assess whether this information was properly considered by management in concluding upon the financial statement impacts of rate regulation. |
| ● | For regulatory matters in process, we inspected associated documents and testimony filed with the SCC for any evidence that might contradict management’s assertions. |
| ● | We read and evaluated the minutes of the Board of Directors of the Company for discussions of changes in legal, regulatory, or business factors which could impact management’s conclusions with respect to the impact of rate regulation. |
| ● | We evaluated the Company’s disclosures related to the impacts of rate regulation, including regulatory developments. |
/s/
December 3, 2025
We have served as the Company's auditor since 2024.
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF September 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Gas in storage | ||||||||
| Prepaid income taxes | ||||||||
| Regulatory assets | ||||||||
| Interest rate swaps | ||||||||
| Other | ||||||||
| Total current assets | ||||||||
| UTILITY PROPERTY: | ||||||||
| In service | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| In service, net | ||||||||
| Construction work in progress | ||||||||
| Utility property, net | ||||||||
| OTHER NON-CURRENT ASSETS: | ||||||||
| Regulatory assets | ||||||||
| Investment in unconsolidated affiliates | ||||||||
| Benefit plan assets | ||||||||
| Deferred income taxes | ||||||||
| Interest rate swaps | ||||||||
| Other | ||||||||
| Total other non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
(Continued)
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF September 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Current maturities of long-term debt | $ | $ | ||||||
| Line-of-credit | ||||||||
| Dividends payable | ||||||||
| Accounts payable | ||||||||
| Customer credit balances | ||||||||
| Customer deposits | ||||||||
| Accrued expenses | ||||||||
| Regulatory liabilities | ||||||||
| Interest rate swaps | ||||||||
| Other | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM DEBT: | ||||||||
| Notes payable | ||||||||
| Line-of-credit | ||||||||
| Unamortized debt issuance costs | ( | ) | ( | ) | ||||
| Long-term debt, net | ||||||||
| DEFERRED CREDITS AND OTHER NON-CURRENT LIABILITIES: | ||||||||
| Asset retirement obligations | ||||||||
| Regulatory cost of retirement obligations | ||||||||
| Benefit plan liabilities | ||||||||
| Deferred income taxes | ||||||||
| Regulatory liabilities | ||||||||
| Interest rate swaps | ||||||||
| Other | ||||||||
| Total deferred credits and other non-current liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 14) | ||||||||
| STOCKHOLDERS' EQUITY: | ||||||||
| Common stock, $ par value; authorized shares; issued and outstanding and shares in 2025 and 2024, respectively | ||||||||
| Preferred stock, par; authorized shares; shares issued and outstanding in 2025 and 2024 | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See notes to consolidated financial statements.
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED September 30, 2025 AND 2024
| 2025 |
2024 |
|||||||
| OPERATING REVENUES: |
||||||||
| Gas utility |
$ | $ | ||||||
| Non utility |
||||||||
| Total operating revenues |
||||||||
| OPERATING EXPENSES: |
||||||||
| Cost of gas - utility |
||||||||
| Cost of sales - non utility |
||||||||
| Operations and maintenance |
||||||||
| Taxes other than income taxes |
||||||||
| Depreciation and amortization |
||||||||
| Total operating expenses |
||||||||
| OPERATING INCOME |
||||||||
| Equity in earnings of unconsolidated affiliate |
||||||||
| Other income, net |
||||||||
| Interest expense |
||||||||
| INCOME BEFORE INCOME TAXES |
||||||||
| INCOME TAX EXPENSE |
||||||||
| NET INCOME |
$ | $ | ||||||
| EARNINGS PER COMMON SHARE: |
||||||||
| Basic |
$ | $ | ||||||
| Diluted |
$ | $ | ||||||
| WEIGHTED AVERAGE SHARES OUTSTANDING: |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
See notes to consolidated financial statements.
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
YEARS ENDED September 30, 2025 AND 2024
| 2025 |
2024 |
|||||||
| NET INCOME |
$ | $ | ||||||
| Other comprehensive income (loss), net of tax: |
||||||||
| Interest rate swaps |
( |
) | ( |
) | ||||
| Defined benefit plans |
( |
) | ||||||
| OTHER COMPREHENSIVE LOSS, NET OF TAX |
( |
) | ( |
) | ||||
| COMPREHENSIVE INCOME |
$ | $ | ||||||
See notes to consolidated financial statements.
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED September 30, 2025 AND 2024
| Accumulated | ||||||||||||||||||||
| Capital in | Other | Total | ||||||||||||||||||
| Common | Excess of | Retained | Comprehensive | Stockholders’ | ||||||||||||||||
| Stock | Par Value | Earnings | Income (Loss) | Equity | ||||||||||||||||
| BALANCE - SEPTEMBER 30, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Cash dividends declared ($ per share) | ( | ) | ( | ) | ||||||||||||||||
| Issuance costs | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock ( shares) | ||||||||||||||||||||
| BALANCE - SEPTEMBER 30, 2024 | $ | $ | $ | $ | $ | |||||||||||||||
| Net income | ||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||
| Cash dividends declared ($ per share) | ( | ) | ( | ) | ||||||||||||||||
| Issuance costs | ( | ) | ( | ) | ||||||||||||||||
| Issuance of common stock ( shares) | ||||||||||||||||||||
| BALANCE - SEPTEMBER 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||
See notes to consolidated financial statements.
RGC RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED September 30, 2025 AND 2024
| 2025 |
2024 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operations: |
||||||||
| Depreciation and amortization |
||||||||
| Cost of retirement of utility property |
( |
) | ( |
) | ||||
| Stock-based compensation |
||||||||
| Equity in earnings of unconsolidated affiliate |
( |
) | ( |
) | ||||
| Distributions from unconsolidated affiliate |
||||||||
| Donated property |
( |
) | ( |
) | ||||
| Deferred income taxes |
( |
) | ||||||
| Other noncash items, net |
||||||||
| Changes in assets and liabilities which provided (used) cash: |
||||||||
| Accounts receivable and customer deposits, net |
( |
) | ( |
) | ||||
| Inventories and gas in storage |
||||||||
| Regulatory and other assets |
( |
) | ||||||
| Regulatory liabilities |
( |
) | ( |
) | ||||
| Other |
||||||||
| Net cash provided by operating activities |
||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Additions to utility property |
( |
) | ( |
) | ||||
| Investment in unconsolidated affiliates |
( |
) | ( |
) | ||||
| Proceeds from disposal of utility property |
||||||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Borrowings under line-of-credit |
||||||||
| Repayments under line-of-credit |
( |
) | ( |
) | ||||
| Proceeds from issuance of unsecured notes |
||||||||
| Retirement of notes payable |
( |
) | ( |
) | ||||
| Debt issuance expenses |
( |
) | ( |
) | ||||
| Proceeds from issuance of stock |
||||||||
| Cash dividends paid |
( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities |
( |
) | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
( |
) | ||||||
| BEGINNING CASH AND CASH EQUIVALENTS |
||||||||
| ENDING CASH AND CASH EQUIVALENTS |
$ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
| Cash paid during the year for: |
||||||||
| Interest |
$ | $ | ||||||
| Income taxes |
||||||||
| Significant noncash activities: |
||||||||
| Accrued capital expenditures |
||||||||
| Proceeds and retirement of borrowings with the same financial institution |
||||||||
See notes to consolidated financial statements.
RGC RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED September 30, 2025 AND 2024
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation—RGC Resources, Inc. is an energy services company primarily engaged in the sale and distribution of natural gas. The consolidated financial statements include the accounts of Resources and its wholly owned subsidiaries: Roanoke Gas and Midstream. Roanoke Gas is a natural gas utility, which distributes and sells natural gas to approximately
The Company follows accounting and reporting standards established by the FASB and the SEC, including certain provisions allowed under the smaller reporting company exceptions.
Rate Regulated Basis of Accounting—The Company’s regulated operations follow the accounting and reporting requirements of ASC 980, Regulated Operations. The economic effects of regulation can result in a regulated company deferring costs that have been or are expected to be recovered from customers in a period different from the period in which the costs would be charged to expense by an unregulated enterprise. When this situation occurs, costs are deferred as assets in the consolidated balance sheet (regulatory assets) and recorded as expenses when such amounts are reflected in rates. Additionally, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for current collection in rates of costs that are expected to be incurred in the future (regulatory liabilities). In the event the provisions of ASC 980 no longer apply to any or all regulatory assets or liabilities, the Company would write off such amounts and include them in the consolidated statements of income and comprehensive income in the period which ASC 980 no longer applied.
Regulatory assets and liabilities included in the Company’s consolidated balance sheets as of September 30, 2025 and 2024 are as follows:
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Assets: | ||||||||
| Current Assets: | ||||||||
| Regulatory assets: | ||||||||
| Accrued WNA revenues | $ | $ | ||||||
| Under-recovery of natural gas costs | ||||||||
| Under-recovery of RNG revenues | ||||||||
| Under-recovery of SAVE Plan revenues | ||||||||
| Accrued pension | ||||||||
| Other deferred expenses | ||||||||
| Total current | ||||||||
| Other Non-Current Assets: | ||||||||
| Regulatory assets: | ||||||||
| Premium on early retirement of debt | ||||||||
| Accrued pension | ||||||||
| Other deferred expenses | ||||||||
| Total non-current | ||||||||
| Total regulatory assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity: | ||||||||
| Current Liabilities: | ||||||||
| Regulatory liabilities: | ||||||||
| Rate refund | $ | $ | ||||||
| Deferred income taxes | ||||||||
| Supplier refunds | ||||||||
| Other deferred liabilities | ||||||||
| Total current | ||||||||
| Deferred Credits and Non-Current Other Liabilities: | ||||||||
| Regulatory cost of retirement obligations | ||||||||
| Regulatory liabilities: | ||||||||
| Deferred income taxes | ||||||||
| Deferred postretirement medical | ||||||||
| Total non-current | ||||||||
| Total regulatory liabilities | $ | $ | ||||||
Amortization of $
As of September 30, 2025, the Company had regulatory assets in the amount of $
Utility Property and Depreciation—Utility property is stated at original cost and includes direct labor and materials, contractor costs, and all allocable overhead charges. The Company applies the group method of accounting, where the costs of like assets are aggregated and depreciated by applying a rate based on the average expected useful life of the assets. In accordance with Company policy, expenditures for depreciable assets with a life greater than one year are capitalized, along with any upgrades or improvements to existing assets, when such upgrades or improvements significantly improve or extend the original expected useful life. Expenditures for maintenance, repairs, and minor renewals and betterments are expensed as incurred. The original cost of depreciable property retired is removed from utility property and charged to accumulated depreciation. The cost of asset removals, less salvage, is charged to “regulatory cost of retirement obligations” or “asset retirement obligations” as explained under Asset Retirement Obligations below.
Utility property is composed of the following major classes of assets:
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Distribution and transmission | $ | $ | ||||||
| LNG storage | ||||||||
| General and miscellaneous | ||||||||
| Total utility property in service | $ | $ | ||||||
Provisions for depreciation are computed principally at composite straight-line rates over a range of periods. Rates are determined by depreciation studies, which are required to be performed at least every
The composite rates are composed of two components, one based on average service life and one based on cost of retirement. As a result, the Company accrues the estimated cost of retirement of long-lived assets through depreciation expense. These retirement costs are not a legal obligation but rather the result of cost-based regulation and are accounted for under the provisions of ASC 980. Such amounts are classified as a regulatory liability.
The Company reviews long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These reviews have not identified any impairments which would have a material effect on the results of operations or financial condition.
From time to time, the Company recognizes AFUDC related to large infrastructure investments. This treatment allows capitalizing both the equity and debt financing costs during the construction phases. The Company did not capitalize any financing costs related to projects for the years ended September 30, 2025 and 2024.
Asset Retirement Obligations—ASC 410, Asset Retirement and Environmental Obligations, requires entities to record the fair value of a liability for an ARO when there exists a legal obligation for the retirement of the asset. When the liability is initially recorded, the entity capitalizes the cost, thereby increasing the carrying amount of the underlying asset. In subsequent periods, the liability is accreted, and the capitalized cost is depreciated over the useful life of the underlying asset. The Company has recorded AROs for its future regulatory obligations related to purging and capping its distribution mains and services upon retirement, although the timing of such retirements is uncertain.
The following is a summary of the AROs:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Liabilities incurred | ||||||||
| Liabilities settled | ( | ) | ( | ) | ||||
| Accretion | ||||||||
| Revisions to estimates and other | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
Customer Receivables and Allowance for Credit Losses—Accounts receivable include amounts billed to customers for natural gas sales and related services and gas sales occurring subsequent to normal billing cycles but before the end of the period. The Company provides an estimate for losses on these receivables by utilizing historical information, current account balances, account aging and current economic conditions. Customer accounts are charged off annually when deemed uncollectible or when turned over to a collection agency for action.
A reconciliation of changes in the allowance for credit losses is as follows:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision for credit losses | ||||||||
| Recoveries of accounts written off | ||||||||
| Accounts written off | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Fair Value—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. The Company determines fair value based on the following fair value hierarchy which prioritizes each input to the valuation methods into one of the following three broad levels:
| • | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
| • | Level 2 – Inputs other than quoted prices in Level 1 that are either for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| • | Level 3 – Unobservable inputs for the asset or liability where there is little, if any, market activity which require the Company to develop its own assumptions. |
The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). All fair value disclosures are categorized within one of the three categories in the hierarchy based on the lowest level that is significant to the valuation. See fair value disclosures below and in Notes 8 and 12.
Earnings Per Share—Basic EPS and diluted EPS are calculated by dividing net income by the weighted-average common shares outstanding during the period and the weighted-average common shares outstanding during the period plus potential dilutive common shares, respectively. Potential dilutive common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. The computation of diluted EPS for the years ended September 30, 2025 and 2024 excludes potentially dilutive shares of
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Net income | $ | $ | ||||||
| Weighted-average common shares | ||||||||
| Effect of dilutive securities: | ||||||||
| Options to purchase common stock | ||||||||
| Diluted average common shares | ||||||||
| Earnings per share of common stock: | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
Business and Credit Concentrations—The primary business of the Company is the distribution of natural gas to residential, commercial and industrial customers in its service territories.
Roanoke Gas currently holds the only franchises and/or CPCNs to distribute natural gas in its service area. These franchises generally extend for multi-year periods, are renewable by the municipalities and are intended for perpetual duration, including exclusive franchises in the cities of Roanoke, Salem and the Town of Vinton. All franchises are set to expire December 31, 2035.
Roanoke Gas is currently served by
Derivative and Hedging Activities—ASC 815, Derivatives and Hedging, requires the recognition of all derivative instruments as assets or liabilities in the Company’s consolidated balance sheet and measurement of those instruments at fair value.
The Company’s hedging and derivatives policy allows management to enter into derivatives for the purpose of managing the commodity and financial market risks of its business operations. The Company’s hedging and derivatives policy specifically prohibits the use of derivatives for speculative purposes. The key market risks that the Company may hedge against include the price of natural gas and the cost of borrowed funds.
From time to time, the Company has entered into collars, swaps and caps for the purpose of hedging the price of natural gas in order to provide price stability during the winter months. The fair value of these instruments is recorded in the consolidated balance sheets with the offsetting entry to either under- or over-recovery of gas costs. Net income and other comprehensive income are not affected by the change in market value as any cost incurred or benefit received from these instruments is recoverable or refunded through the PGA as the SCC allows for full recovery of prudent costs associated with natural gas purchases. At September 30, 2025 and 2024, the Company had
The Company has
See Notes 7 and 8 for additional information on the swaps and fair value.
Other Comprehensive Income (Loss)—A summary of other comprehensive income is provided below:
| Tax | ||||||||||||
| Before Tax | (Expense) | Net of Tax | ||||||||||
| Amount | or Benefit | Amount | ||||||||||
| Year Ended September 30, 2025: | ||||||||||||
| Interest rate swaps: | ||||||||||||
| Unrealized gains | $ | $ | ( | ) | $ | |||||||
| Transfer of realized gains to interest expense | ( | ) | ( | ) | ||||||||
| Net interest rate swaps | ( | ) | ( | ) | ||||||||
| Defined benefit plans: | ||||||||||||
| Net losses arising during period | ( | ) | ( | ) | ||||||||
| Amortization of actuarial losses | ( | ) | ||||||||||
| Net defined benefit plans | ( | ) | ( | ) | ||||||||
| Other comprehensive loss | $ | ( | ) | $ | $ | ( | ) | |||||
| Year Ended September 30, 2024: | ||||||||||||
| Interest rate swaps: | ||||||||||||
| Unrealized losses | $ | ( | ) | $ | $ | ( | ) | |||||
| Transfer of realized gains to interest expense | ( | ) | ( | ) | ||||||||
| Net interest rate swaps | ( | ) | ( | ) | ||||||||
| Defined benefit plans: | ||||||||||||
| Net gains arising during period | ( | ) | ||||||||||
| Amortization of actuarial losses | ( | ) | ||||||||||
| Net defined benefit plans | ( | ) | ||||||||||
| Other comprehensive loss | $ | ( | ) | $ | $ | ( | ) | |||||
The amortization of actuarial gains or losses are included as a component of net periodic pension and postretirement benefit costs under other income, net in the consolidated statements of income.
Composition of AOCI:
| Interest Rate Swaps | Defined Benefit Plans | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Balance September 30, 2023 | $ | $ | ( | ) | $ | |||||||
| Other comprehensive income (loss) | ( | ) | ( | ) | ||||||||
| Balance September 30, 2024 | ( | ) | ||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Balance September 30, 2025 | $ | $ | ( | ) | $ | |||||||
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which enhances and expands the current annual and interim requirements on segment information disclosures. The new guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, an amount and description of the composition of other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM. The provisions within the guidance are to be applied retrospectively for all comparative periods and are effective for the Company for the fiscal year that began October 1, 2024 and interim periods within fiscal year beginning October 1, 2025. The Company adopted ASU 2023-07 effective for the year ended September 30, 2025, with retrospective application of the additional segment information for the year ended September 30, 2024. Additional information regarding the Company's reportable segments is included in Note 3 to the consolidated financial statements, with no impact on results of operations, cash flows, or financial condition of the Company.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance requires that on an annual basis public business entities disclose specific categories in the rate reconciliation table and provide additional information for reconciling items that meet a quantitative threshold (items equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory rate). The required disclosures will provide more granularity regarding the payment of income taxes to federal, state and foreign entities. The Company does not expect certain requirements of this ASU to have a significant impact to its current disclosures as all of its operations are domestic and reside in states. Changes to the rate reconciliation table will result in additional disclosure. The new guidance is effective for the Company for annual periods beginning October 1, 2025.
In November 2024, the SEC issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The new guidance requires public business entities to disclose certain additional detail about expenses including, among other items, purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each income statement expense line items within continuing operations. The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. Such disclosures must be made on an annual and interim basis and integrated with existing disclosure requirements in a tabular format in the footnotes to the financial statements. Further, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures: Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. The new guidance is effective for the Company for annual periods beginning October 1, 2027 and interim periods within fiscal year beginning October 1, 2028. The Company is currently assessing the impacts of the new guidance on its financial statement disclosures.
Other accounting standards that have been issued or proposed by the FASB or other standard–setting bodies are not currently applicable to the Company or are not expected to have a significant impact on the Company’s financial position, results of operations and cash flows.
Reclassification
Certain prior year amounts have been reclassified to conform to current year presentations.
| 2. | REVENUE |
The Company assesses new contracts and identifies related performance obligations for promises to transfer distinct goods or services to the customer. Revenue is recognized when performance obligations have been satisfied. In the case of Roanoke Gas, the Company contracts with its customers for the sale and/or delivery of natural gas.
The following tables summarize revenue by customer, product and income statement classification for the years ended September 30:
| 2025 | ||||||||||||
| Gas utility | Non utility | Total operating revenues | ||||||||||
| Natural Gas (Billed and Unbilled): | ||||||||||||
| Residential | $ | $ | $ | |||||||||
| Commercial | ||||||||||||
| Transportation and Interruptible | ||||||||||||
| Other | ||||||||||||
| Total contracts with customers | ||||||||||||
| Alternative revenue programs | ||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||
| 2024 | ||||||||||||
| Gas utility | Non utility | Total operating revenues | ||||||||||
| Natural Gas (Billed and Unbilled): | ||||||||||||
| Residential | $ | $ | $ | |||||||||
| Commercial | ||||||||||||
| Transportation and Interruptible | ||||||||||||
| Other | ||||||||||||
| Total contracts with customers | ||||||||||||
| Alternative revenue programs | ||||||||||||
| Total operating revenues | $ | $ | $ | |||||||||
Gas utility revenues
Substantially all of Roanoke Gas’ revenues are derived from rates authorized by the SCC through its tariffs. Based on its evaluation, the Company has concluded that these tariff-based revenues fall within the scope of ASC 606. Tariff rates represent the transaction price. Performance obligations include the procurement and transport of natural gas through the Company's distribution system to customers. The delivery of natural gas to customers results in the satisfaction of the Company’s respective performance obligations over time.
All customers are billed monthly based on consumption as measured by metered usage with payments due 20 days from the rendering of the bill. Revenue is recognized as bills are issued for natural gas that has been delivered or transported. In addition, the Company utilizes the practical expedient that allows an entity to recognize the invoiced amount as revenue, if that amount corresponds to the value received by the customer. Since customers are billed tariff rates, there is no variable consideration in the transaction price.
Unbilled revenue is included in residential and commercial revenues in the preceding table. Natural gas consumption is estimated for the period subsequent to the last billed date and up through the last day of the month. Estimated volumes and approved tariff rates are utilized to calculate unbilled revenue. The following month, the unbilled estimate is reversed, the actual usage is billed and a new unbilled estimate is calculated. The Company obtains metered usage for transportation and interruptible customers at the end of each month, thereby eliminating any unbilled consideration for these rate classes.
Other revenues
Other revenues primarily consist of miscellaneous fees and charges, utility-related revenues not directly billed to utility customers and billings for non-utility activities. Customers are invoiced monthly based on services provided for these activities. The Company utilizes the practical expedient allowing revenue to be recognized based on invoiced amounts. The transaction price is based on a contractually predetermined rate schedule; therefore, the transaction price represents total value to the customer and no variable price consideration exists.
Alternative revenue program revenues
ARPs, which fall outside the scope of ASC 606, are SCC approved mechanisms that allow for the adjustment of revenues for certain broad, external factors, or for additional billings if the entity achieves certain performance targets. The Company's ARPs include its WNA, which adjusts revenues for the effects of weather temperature variations as compared to the 30-year average; the SAVE Plan over/under collection mechanism, which adjusts revenues for the differences between SAVE Plan revenues billed to customers and the revenues earned, as calculated based on the timing and extent of infrastructure replacement completed during the period; and the RNG over/under collection mechanism, which adjusts revenues similar to the SAVE Plan, but is calculated based on the timing and costs associated with owning, operating and maintaining the RNG facility. These amounts are ultimately collected from, or returned to, customers through future rate changes approved by the SCC.
Customer accounts receivable and liabilities
Accounts receivable, as reflected in the condensed consolidated balance sheets, includes both billed and unbilled customer revenues, as well as amounts that are not related to customers. The balances of customer receivables are provided below:
| Current Assets | Current Liabilities | |||||||||||||||
| Trade accounts receivable (1) | Unbilled revenue (1) | Customer credit balances | Customer deposits | |||||||||||||
| September 30, 2024 | $ | $ | $ | $ | ||||||||||||
| September 30, 2025 | ||||||||||||||||
| Increase (decrease) | $ | $ | $ | ( | ) | $ | ||||||||||
| (1) Included in "Accounts receivable, net" in the consolidated balance sheet. Amounts shown net of reserve for bad debts. |
The Company did not incur any significant costs to obtain contracts during the period. Certain customers elect to pay even amounts monthly, giving rise to assets and liabilities that are in the table above. All amounts clear annually.
| 3. | SEGMENT INFORMATION |
Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the Company's executive management in deciding how to allocate resources and assess performance. The Company has
Gas Utility - The natural gas distribution segment of the Company generates revenue from its tariff rates and other regulatory mechanisms through which it provides for the sale and distribution of natural gas to its residential, commercial and industrial customers.
Investment in Affiliates - The investment in affiliates segment reflects the income generated through the activities of the Company's investment in the LLC.
In order to reconcile to net income as disclosed in the consolidated statements of income, "Corporate and other" rows are included below associated with certain unallocated expenses that represent corporate reporting adjustments.
The accounting policies of the reported segments are the same as those described within Note 1. Information is routinely presented to the CODM, the Company's President and Chief Executive Officer, in a manner that makes significant elements of profitability and cash flows of each segment easily discernible. The CODM evaluates the performance of the reportable segments based on the Gas Utility's operating income (loss) and the Investment in Affiliates' equity in earnings, as well as cash flows, and uses these measures to evaluate segment performance and allocate resources, primarily during the annual budget and forecasting processes. The CODM regularly reviews variances between budgeted and actual results in assessing earnings, operational performance, and allocating resources including personnel and capital allocations that affect each reportable segment. When the CODM reviews balance sheet information, it is at a consolidated level. Intersegment transactions are recorded at cost.
Information related to the reportable segments of the Company are provided below:
| Gas Utility | Investment in Affiliates | Consolidated Total | ||||||||||
| For the Year Ended September 30, 2025: | ||||||||||||
| Operating revenues | $ | $ | $ | |||||||||
| Corporate and other | ||||||||||||
| Total revenues | ||||||||||||
| Cost of gas - utility | ||||||||||||
| Operations and maintenance | ||||||||||||
| Taxes other than income taxes | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Corporate and other | ||||||||||||
| Total operating income (loss) | ( | ) | ||||||||||
| Equity in earnings | ||||||||||||
| Interest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Corporate and other | ||||||||||||
| Total income before income taxes | $ | $ | $ | |||||||||
| As of September 30, 2025: | ||||||||||||
| Assets | $ | $ | $ | |||||||||
| Corporate and other | ||||||||||||
| Total assets | ||||||||||||
| Gross additions to utility property | ||||||||||||
| Gross investment in affiliates | $ | $ | $ | |||||||||
| Gas Utility | Investment in Affiliates | Consolidated Total | ||||||||||
| For the Year Ended September 30, 2024: | ||||||||||||
| Operating revenues | $ | $ | $ | |||||||||
| Corporate and other | ||||||||||||
| Total revenues | ||||||||||||
| Cost of gas - utility | $ | |||||||||||
| Operations and maintenance | $ | |||||||||||
| Taxes other than income taxes | $ | |||||||||||
| Depreciation and amortization | ||||||||||||
| Corporate and other | ||||||||||||
| Total operating income (loss) | ( | ) | ||||||||||
| Equity in earnings | ||||||||||||
| Interest expense | ||||||||||||
| Income before income taxes | ||||||||||||
| Corporate and other | ||||||||||||
| Total income before income taxes | $ | $ | $ | |||||||||
| As of September 30, 2024: | ||||||||||||
| Assets | $ | $ | $ | |||||||||
| Corporate and other | ||||||||||||
| Total assets | ||||||||||||
| Gross additions to utility property | ||||||||||||
| Gross investment in affiliates | $ | $ | $ | |||||||||
| 4. | REGULATORY MATTERS |
The SCC exercises regulatory authority over the natural gas operations of Roanoke Gas. Such regulation encompasses terms, conditions and rates to be charged to customers for natural gas service, safety standards, service extension and depreciation.
In response to continued inflationary pressures, Roanoke Gas filed a general rate application on February 2, 2024 with the SCC seeking to increase its non-gas base rates by $
On December 2, 2025, the Company filed a non-gas base rate application with the SCC to increase revenues by $
On May 30, 2025, Roanoke Gas filed for approval of an updated RNG Rider to become effective October 1, 2025. The RNG Rider recovers costs associated with the RNG facility to produce renewable natural gas that was approved by the SCC in 2022. The revenue requirement associated with the RNG Rider is $
On June 30, 2025, Roanoke Gas filed for approval of an updated annual SAVE Rider to become effective October 1, 2025. The proposed SAVE Rider revenue requirement of $
On June 2, 2022, Roanoke Gas filed an application with the SCC to acquire certain natural gas distribution assets from a local housing authority. Under this application, the Company requested the approval to acquire such facilities at separate apartment complexes, located in the Company’s service territory, that were under housing authority management. Under the proposed plan, the housing authority would renew existing natural gas distribution facilities to include mains, services, and meter installations and then transfer ownership of these facilities to Roanoke Gas. In turn, Roanoke Gas would assume responsibility for the operation and maintenance of these assets and recognize a gain related to the asset acquisition equal to the cost associated with the renewal. The SCC approved the application in July 2022.
The housing authority completed the transfer of apartment complexes to Roanoke Gas in fiscal 2022,
| 5. | OTHER INVESTMENTS |
Midstream has invested less than
AFUDC attributable to MVP was recognized during the construction phase, and is included in the equity in earnings of unconsolidated affiliate in the tables below. AFUDC on the main pipeline ceased in June 2024 when MVP went into commercial operations; large expansions and improvement projects will give rise to AFUDC in the future.
The Company participates in the earnings of the LLC proportionate to its level of investment, favorably adjusted for a basis difference between the Company's capital account and its carrying value that arose when the Company recorded an other-than-temporary impairment of its investment in 2022. This basis difference amortization is a favorable non-cash adjustment to income over the book life of the MVP, which is 40 years. The Company's share of earnings from the LLC and the basis difference amortization are presented under equity in earnings of unconsolidated affiliate on the consolidated statements of income. The Company received four quarterly cash distributions totaling approximately $
Midstream assesses the value of its investment in the LLC on at least a quarterly basis, and no impairment indicators were identified in fiscal 2025 or 2024.
Funding for Midstream's investments has been provided through equity contributions from Resources and unsecured promissory notes as detailed in Note 7.
The investments in the LLC are included in the consolidated balance sheets as follows:
| September 30 | ||||||||
| Balance Sheet location: | 2025 | 2024 | ||||||
| Other Assets: | ||||||||
| MVP | $ | $ | ||||||
| Southgate | ||||||||
| Investment in unconsolidated affiliates | $ | $ | ||||||
The change in the investment in unconsolidated affiliates is provided below:
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Cash investment | $ | $ | ||||||
| Equity in earnings of unconsolidated affiliate | ||||||||
| Distributions from unconsolidated affiliate | ( | ) | ||||||
| Change in investment in unconsolidated affiliates | $ | ( | ) | $ | ||||
Summary unaudited financial statements of MVP are presented below. Southgate financial statements, which are accounted for under the cost method, are not included:
| Income Statements | ||||||||
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| AFUDC | ||||||||
| Other income, net | ||||||||
| Net income | $ | $ | ||||||
| Balance Sheets | ||||||||
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Assets: | ||||||||
| Current assets | $ | $ | ||||||
| Construction work in progress | ||||||||
| Property, plant and equipment, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Equity: | ||||||||
| Current liabilities | $ | $ | ||||||
| Noncurrent liabilities | ||||||||
| Capital | ||||||||
| Total liabilities and equity | $ | $ | ||||||
| 6. | LINE-OF-CREDIT |
The Company had been operating with a line-of-credit in the principal amount of $
The Company's total available borrowing limits for the remaining term are as follows:
| Available | |||||
| Line-of-Credit | |||||
| As of September 30, 2025 | $ | ||||
| October 1, 2025 through March 31, 2026 | |||||
| April 1, 2026 through September 30, 2026 | |||||
| October 1, 2026 through March 31, 2027 | |||||
A summary of the line-of-credit follows:
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Borrowing limit at year-end | $ | $ | ||||||
| Outstanding balance at year-end | ||||||||
| Average rate of interest during year on outstanding balances | % | % | ||||||
| Interest rate at year-end | % | % | ||||||
| Interest rate on unused line-of-credit | % | % | ||||||
| 7. | LONG-TERM DEBT |
Long-term debt consisted of the following:
| September 30 | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Principal | Unamortized Debt Issuance Costs | Principal | Unamortized Debt Issuance Costs | |||||||||||||
| Roanoke Gas: | ||||||||||||||||
| Unsecured senior note payable at %, due September 18, 2034 | $ | $ | $ | $ | ||||||||||||
| Unsecured term note payable at %, due October 2, 2027 | ||||||||||||||||
| Unsecured term note payable at %, due March 28, 2031 | ||||||||||||||||
| Unsecured term note payable at %, due December 6, 2029 | ||||||||||||||||
| Unsecured term note payable at 30-day SOFR plus %, due August 20, 2026 (swap rate at %) | ||||||||||||||||
| Unsecured term note payable at Term SOFR plus %, due October 1, 2028 (swap rate at %) | ||||||||||||||||
| Midstream: | ||||||||||||||||
| Unsecured term note payable at Term SOFR plus %, due September 5, 2032 ($14M swap rate at %, $4M swap rate at %, and $20.6M swap rate at %) | ||||||||||||||||
| Unsecured term note payable at Term SOFR plus %, due September 5, 2032 (swap rate at %) | ||||||||||||||||
| Revolving credit facility at Term SOFR plus %, due September 5, 2030 ("Southgate") | ||||||||||||||||
| Revolving credit facility at Term SOFR plus %, due September 5, 2030 ("Boost") | ||||||||||||||||
| Unsecured term note payable at Term SOFR plus %, retired September 5, 2025 | ||||||||||||||||
| Unsecured term note payable at Daily Simple SOFR plus % (swap rate at %), retired September 5, 2025 | ||||||||||||||||
| Unsecured term note payable at Daily Simple SOFR plus % (swap rate at % on designated principal), retired September 5, 2025 | ||||||||||||||||
| Revolving credit facility at Daily Simple SOFR plus %, retired September 5, 2025 | ||||||||||||||||
| Total long-term debt | $ | $ | $ | $ | ||||||||||||
| Less: current maturities of long-term debt | ( | ) | — | ( | ) | — | ||||||||||
| Total long-term debt, net current maturities | $ | $ | $ | $ | ||||||||||||
On September 5, 2025, Midstream established new Term Notes with two banks in the amounts of $
Additionally, on September 5, 2025, Midstream entered into a Loan Agreement for the MVP Southgate extension and MVP expansion that can be drawn to principal amounts of $
On March 6, 2024, Midstream entered into the Sixth Amendment to Credit Agreement and related Promissory Notes on the non-revolving credit facility. The Sixth Amendment revised the interest rate from Term SOFR plus
On May 2, 2024, Midstream established a new $
On May 29, 2024, Midstream paid in full the remaining $
Debt issuance costs are amortized over the life of the related debt. As of September 30, 2025 and 2024, the Company also had an unamortized loss on the early retirement of debt of $
All of the debt agreements set forth certain representations, warranties and covenants to which the Company is subject, including financial covenants that limit consolidated long-term indebtedness to not more than
The aggregate annual maturities of long-term debt for the next five years ending after September 30, 2025 are as follows:
| Year Ending September 30 | Maturities | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
Roanoke Gas has a term note in the principal amount of $
| 8. | FAIR VALUE |
The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the fair value measurements by level within the fair value hierarchy as defined in Note 1 as of September 30, 2025 and 2024, respectively. There have been no changes to the Company's valuation techniques during fiscal years ended September 30, 2025 and 2024.
| Fair Value Measurements - September 30, 2025 | ||||||||||||||||
| Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Interest rate swaps - current | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - noncurrent | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Natural gas purchases | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - current | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - noncurrent | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurements - September 30, 2024 | ||||||||||||||||
| Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Interest rate swaps - current | $ | $ | $ | $ | ||||||||||||
| Interest rate swaps - noncurrent | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Natural gas purchases | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The fair value of the interest rate swaps is determined by using the counterparty's proprietary models that include observable quoted market interest rates and interest rate futures as well as certain assumptions regarding past, present and future market conditions.
See Note 5 for discussion on the fair value assumptions of the Company's investment in the LLC.
Under the asset management contract, a timing difference can exist between the payment for natural gas purchases and the actual receipt of such purchases. Payments are made based on a predetermined monthly volume with the price based on the weighted average first of the month index prices corresponding to the month of the scheduled payment. At September 30, 2025 and 2024, the Company had recorded in accounts payable the estimated fair value of the liability based on the corresponding first of month quoted index prices for which the liability was expected to be settled.
The Company’s non-financial assets and liabilities that are measured at fair value on a nonrecurring basis consist of its AROs. The AROs are measured at fair value at initial recognition based on expected future cash flows to settle the obligation.
The carrying value of cash and cash equivalents, accounts receivable, borrowings under line-of-credit, accounts payable, customer credit balances and customer deposits is a reasonable estimate of fair value due to the short-term nature of these financial instruments. In addition, the carrying amount of the variable rate line-of-credit is a reasonable approximation of its fair value. The following table summarizes the fair value of the Company’s financial assets and liabilities that are not adjusted to fair value in the consolidated financial statements as of September 30, 2025 and 2024.
| Fair Value Measurements - September 30, 2025 | ||||||||||||||||
| Carrying | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Liabilities: | ||||||||||||||||
| Current maturities of long-term debt | $ | $ | $ | $ | ||||||||||||
| Notes payable | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurements - September 30, 2024 | ||||||||||||||||
| Carrying | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Liabilities: | ||||||||||||||||
| Current maturities of long-term debt | $ | $ | $ | $ | ||||||||||||
| Notes payable | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The fair value of long-term debt is estimated by discounting the future cash flows of the fixed rate debt based on the underlying Treasury rate or other Treasury instrument with a corresponding maturity period and estimated credit spread extrapolated based on market conditions since the issuance of the debt.
ASC 825, Financial Instruments, requires disclosures regarding concentrations of credit risk from financial instruments. Cash equivalents are investments in high-grade, short-term securities (original maturity less than three months), placed with financially sound institutions. Accounts receivable are from a diverse group of customers including individuals and small and large companies in various industries. The Company maintains certain credit standards with its customers and requires a customer deposit if such evaluation warrants.
| 9. | INCOME TAXES |
Under the provisions of ASC 740, the deferred tax assets and liabilities of the Company were revalued in fiscal 2018 to reflect the reduction in the corporate federal income tax rate. As a result of the revaluation, the excess deferred income taxes of the regulated operations of Roanoke Gas were reclassified to a regulatory liability. The excess deferred taxes related to the depreciable property are being returned to customers over the remaining weighted average useful life of the property with a corresponding reduction in income tax expense. The excess deferred taxes related to the other regulatory basis differences were being collected from customers over a five-year period, which concluded in December 2023.
The details of income tax expense (benefit) are as follows:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Current income taxes: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total current income taxes | ||||||||
| Deferred income taxes: | ||||||||
| Federal | ( | ) | ( | ) | ||||
| State | ||||||||
| Total deferred income taxes | ( | ) | ||||||
| Total income tax expense | $ | $ | ||||||
Income tax expense for the years ended September 30, 2025 and 2024 differed from amounts computed by applying the U.S. federal income tax rate to earnings before income taxes due to the following:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Income before income taxes | $ | $ | ||||||
| Corporate federal income tax rate | % | % | ||||||
| Income tax expense computed at the federal statutory rate | $ | $ | ||||||
| State income taxes, net of federal income tax expense | ||||||||
| Net amortization of excess deferred taxes on regulated operations | ( | ) | ( | ) | ||||
| Net amortization of RNG tax credits | ( | ) | ( | ) | ||||
| Reserve for unrecognized tax benefits | ||||||||
| Other, net | ||||||||
| Total income tax expense | $ | $ | ||||||
During fiscal 2021, the Company engaged an outside firm to conduct a study of its activities that would qualify for the Research and Development ("R&D") credit under 26 U.S. Code § 41 - Credit for increasing research activities. Upon completion of this study, the Company filed amended federal income tax returns for the 2017, 2018 and 2019 fiscal years to claim the R&D tax credit. The Company also filed for the R&D tax credit on its fiscal 2020 federal income tax return. A second study was performed during fiscal 2022, and the Company filed for the R&D tax credit on its fiscal 2021 federal income tax return. During fiscal 2021 and 2022, the Company also applied for a Virginia State tax credit related to the R&D study.
Amounts corresponding with the tax credits were deferred as a regulatory liability as such benefits will be returned to customers through future rate adjustments. These credits were originally being amortized over the
During September 2025, the Company participated in the IRS Fast Track Settlement (FTS), which is a process that provides the IRS and taxpayers an opportunity to resolve disputes with an appeals official using mediation skills and settlement authority. The IRS and Company agreed on a settlement equal to
During fiscal 2023, the Company engaged an outside firm to conduct a study of its RNG facility to determine eligibility for the Federal Energy Investment Tax Credit under 26 U.S. Code § 48 – Energy credit (“RNG tax credit”). Upon completion of the study, the Company determined a credit in the amount of $
The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are as follows:
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Accrued pension and postretirement medical benefits | $ | $ | ||||||
| Regulatory effect of change in federal income tax rate | ||||||||
| Cost of gas held in storage | ||||||||
| Deferred compensation | ||||||||
| Impairment of unconsolidated affiliate | ||||||||
| Regulatory effect on tax credits | ||||||||
| Other | ||||||||
| Total gross deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Utility property | ||||||||
| MVP investment | ||||||||
| Interest rate swaps | ||||||||
| Accrued gas cost | ||||||||
| Total gross deferred tax liabilities | ||||||||
| Net deferred tax asset | ||||||||
| Net deferred tax liability | $ | $ | ||||||
Deferred tax assets and liabilities are recorded on the consolidated balance sheets on a net basis by taxing jurisdictions. As of September 30, 2025 and 2024, the Company's consolidated balance sheets included net deferred tax liabilities of $
ASC 740 provides for the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recognized in the financial statements. The Company evaluated its tax positions and recorded a reserve for unrecognized tax benefits of $
| September 30 | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Increase (decrease) resulting from prior period tax positions | ( | ) | ||||||
| Ending Balance | $ | $ | ||||||
The Company’s policy is to classify interest associated with uncertain tax positions as interest expense in the financial statements. Tax penalties, if any, are netted against other income.
The Company files a consolidated federal income tax return and state income tax returns in Virginia and West Virginia, and thus subject to examinations by federal and state tax authorities. The Company adjusted its income tax assets and liabilities to reflect the outcome of the FTS as of September 30, 2025. Due to the federal government shutdown in October and November 2025, the Company has not received final notice from the IRS officially closing the Company's federal returns for fiscal and Once final notice is received, the federal returns and the state returns for Virginia and West Virginia for the tax years ended through September 30, 2022 are closed to examination.
| 10. | COMMON STOCK OPTIONS |
The KEYSOP provides for the issuance of common stock options to officers and certain other full-time salaried employees to acquire shares of the Company’s common stock. As of September 30, 2025, the number of shares available for future grants was
ASC 718, Compensation-Stock Compensation, requires that compensation expense be recognized for the issuance of equity instruments to employees.
As the Company's stock options are not traded on the open market, the fair value of each grant is estimated on the date of grant using the Black-Scholes option pricing model including the following assumptions:
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Expected volatility | N/A | % | ||||||
| Expected dividends | N/A | % | ||||||
| Expected exercise term (years) | N/A | |||||||
| Risk-free interest rate | N/A | % | ||||||
The underlying methods regarding each assumption are as follows:
Expected volatility is based on the historical volatility of the daily closing price of the Company's common stock.
Expected dividend rate is based on historical dividend payout trends.
Expected exercise term is based on the average time historical option grants were outstanding before being exercised.
Risk-free interest rate is based on the 7-year Treasury rate on the date of option grant.
Forfeitures are recognized when they occur.
Stock option transactions under the Company's plans are summarized below.
| Number of Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Terms (years) | Aggregate Intrinsic Value1 | |||||||||||||
| Options outstanding, September 30, 2023 | $ | $ | ||||||||||||||
| Options granted | ||||||||||||||||
| Options forfeited | ( | ) | ||||||||||||||
| Options outstanding, September 30, 2024 | $ | $ | ||||||||||||||
| Options granted | ||||||||||||||||
| Options exercised | ||||||||||||||||
| Options outstanding, September 30, 2025 | $ | $ | ||||||||||||||
| Vested and exercisable at September 30, 2025 | $ | $ | ||||||||||||||
(1) Aggregate intrinsic value includes only those options where the exercise price is below the market price.
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Weighted-average grant date option fair value | $ | $ | ||||||
| Stock-based compensation | ||||||||
| Intrinsic value of options exercised | ||||||||
| Proceeds from exercise of stock options | ||||||||
Stock-based compensation related to stock options disclosed in the table above is included within operations and maintenance expense on the consolidated statements of income.
| 11. | OTHER STOCK PLANS |
Dividend Reinvestment and Stock Purchase Plan
The Company offers a DRIP plan to shareholders of record for the reinvestment of dividends and the opportunity to purchase of up to $
After taking into account the activity discussed above and dividends reinvested, as of September 30, 2025, the Company had
Restricted Stock Plan for Outside Directors
The Board of Directors of the Company implemented the RSPD in 1997. Under the RSPD, each director may elect annually to have up to
The Company assumes all directors will complete their term and there will be no forfeiture of the Director Restricted Stock. Since the inception of the RSPD, no director has forfeited any shares of Director Restricted Stock. The Company recognizes the market value of the Director Restricted Stock as compensation in the period it is issued.
The following table reflects the director compensation activity pursuant to the Plan:
| 2025 | 2024 | |||||||||||||||
| Shares | Weighted-Average Fair Value on Date of Grant | Shares | Weighted-Average Fair Value on Date of Grant | |||||||||||||
| Beginning of year balance | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| End of year balance | $ | $ | ||||||||||||||
The fair market value of the Director Restricted Stock included as compensation during fiscal years ended September 30, 2025 and 2024 was $
After taking into account the activity discussed above and dividends reinvested, as of September 30, 2025, the Company had
RGC Resources, Inc. Restricted Stock Plan
The Board of Directors of the Company implemented the RSPO in 2017 as approved by shareholders. Under the RSPO, the Compensation Committee of the Board of Directors may grant shares of common stock ("Officer Restricted Stock") that vest over time to key employees and officers for the purpose of attracting and retaining those individuals essential to the operation and growth of the Company. The RSPO provides for certain restrictions and non-transferability requirements until minimum levels of ownership are obtained. Such restrictions may continue beyond the vesting period.
The Company assumes all officers will complete their requirements and there will be no forfeiture of the Officer Restricted Stock.
The following table reflects the officer compensation activity pursuant to the RSPO:
| 2025 | 2024 | |||||||||||||||
| Shares | Weighted-Average Fair Value on Date of Grant | Shares | Weighted-Average Fair Value on Date of Grant | |||||||||||||
| Beginning of year balance | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( | ) | ( | ) | ||||||||||||
| End of year balance | $ | $ | ||||||||||||||
The fair market value of the Officer Restricted Stock included as compensation during fiscal years ended September 30, 2025 and 2024 was $
After taking into account the activity discussed above and dividends reinvested, as of September 30, 2025, the Company had
Stock Bonus Plan
Shares from the Stock Bonus Plan may be issued to certain employees and management personnel in recognition of their performance and service. Under the Stock Bonus Plan, the Company issued
As of September 30, 2025, the Company had
| 12. | EMPLOYEE BENEFIT PLANS |
The Company sponsors both a noncontributory pension plan and a postretirement plan. The pension plan covers all employees hired prior to January 2017 and benefits fully vest after
The postretirement plan provides certain health care, supplemental retirement and life insurance benefits to retired employees who meet specific age and service requirements. Employees hired prior to January 1, 2000 are eligible to participate in the postretirement plan. Employees must have a minimum of
Employers who sponsor defined benefit plans must recognize the funded status of defined benefit pension and other postretirement plans as an asset or liability in their statements of financial position and recognize changes in that funded status in the year in which the changes occur through comprehensive income. For pension plans, the benefit obligation is the projected benefit obligation, and for other postretirement plans, the benefit obligation is the accumulated benefit obligation. The Company established a regulatory asset for the portion of the obligation expected to be recovered through rates in future periods. The regulatory asset is adjusted for the recognition of actuarial gains and losses. The portion of the obligation attributable to the unregulated operations of the holding company is recognized in other comprehensive income, with actuarial gains and losses recognized using the corridor method.
The following table sets forth the benefit obligation, fair value of plan assets, the funded status of the plans, and amounts recognized in the Company’s consolidated financial statements:
| Pension Plan | Postretirement Plan | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Accumulated benefit obligation | $ | $ | $ | $ | ||||||||||||
| Change in benefit obligation: | ||||||||||||||||
| Benefit obligation at beginning of year | $ | $ | $ | $ | ||||||||||||
| Service cost | ||||||||||||||||
| Interest cost | ||||||||||||||||
| Actuarial loss (gain) | ( | ) | ( | ) | ( | ) | ||||||||||
| Benefit payments, net of retiree contributions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Benefit obligation at end of year | $ | $ | $ | $ | ||||||||||||
| Change in fair value of plan assets: | ||||||||||||||||
| Fair value of plan assets at beginning of year | $ | $ | $ | $ | ||||||||||||
| Actual return on plan assets, net of taxes | ||||||||||||||||
| Employer contributions | ||||||||||||||||
| Benefit payments, net of retiree contributions | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Fair value of plan assets at end of year | $ | $ | $ | $ | ||||||||||||
| Funded status | $ | $ | $ | $ | ||||||||||||
| Amounts recognized in the consolidated balance sheet consist of: | ||||||||||||||||
| Benefit plan assets under other non-current assets | $ | $ | $ | $ | ||||||||||||
| Amounts recognized in accumulated other comprehensive income: | ||||||||||||||||
| Net actuarial loss (gain), net of tax | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Total amounts included in accumulated other comprehensive income, net of tax | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Amounts deferred to a regulatory asset (liability): | ||||||||||||||||
| Net actuarial loss (gain) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Amounts recognized as regulatory assets (liabilities) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
The Company expects that approximately $
The following table details the actuarial assumptions used in determining the projected benefit obligations and net benefit cost of the pension plan and the accumulated benefit obligations and net benefit cost of the postretirement plan:
| Pension Plan | Postretirement Plan | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Assumptions used to determine benefit obligations: | ||||||||||||||||
| Discount rate | % | % | % | % | ||||||||||||
| Expected rate of compensation increase | % | % | N/A | N/A | ||||||||||||
| Assumptions used to determine benefit costs: | ||||||||||||||||
| Discount rate | % | % | % | % | ||||||||||||
| Expected long-term rate of return on plan assets | % | % | % | % | ||||||||||||
| Expected rate of compensation increase | % | % | N/A | N/A | ||||||||||||
To develop the expected long-term rate of return on plan assets assumption, the Company, with input from the Plans' actuaries and investment advisors, considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of each plan’s portfolio.
Components of net periodic benefit cost are as follows:
| Pension Plan | Postretirement Plan | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||||
| Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Recognized loss (gain) | ( | ) | ( | ) | ||||||||||||
| Net periodic benefit cost (income) | $ | $ | $ | ( | ) | $ | ||||||||||
Service cost is included in operations and maintenance expense in the consolidated statements of income. All other components of net periodic benefit costs are included in other income, net in the consolidated statements of income.
The assumed health care cost trend rates used in measuring the accumulated benefit obligation for the postretirement plan are presented below:
| Pre 65 | Post 65 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Health care cost trend rate assumed for next year | % | % | % | % | ||||||||||||
| Rate to which the cost trend is assumed to decline (the ultimate trend rate) | % | % | % | % | ||||||||||||
| Year that the rate reaches the ultimate trend rate | | | | | ||||||||||||
The health care cost trend rate assumptions could have a significant effect on the amounts reported. A change of 1% would have the following effects:
| 1% Increase | 1% Decrease | |||||||
| Effect on total service and interest cost components | $ | $ | ( | ) | ||||
| Effect on accumulated postretirement benefit obligation | ( | ) | ||||||
The primary objectives of both plans' investment policies are to maintain investment portfolios that diversify risk through prudent asset allocation parameters, achieve asset returns that meet or exceed the corresponding actuarial assumptions and will provide for future benefits. The Company's pension plan allocation approach seeks to match the duration of the fixed income portion of the portfolio with the duration of the plan's liabilities. Such allocation is designed to reduce the overall volatility in the pension plan relative to the funded status. The equity allocations in both plans provide for potential returns to offset growth in the corresponding liabilities.
Based on its most recent evaluation of returns for the asset classes within each plan's investment portfolio, the Company set the expected long-term rate of return for both the pension plan and the postretirement plan for fiscal 2026 at
The Company’s ultimate target and actual asset allocation in the pension and postretirement plans as of September 30, 2025 and 2024 were:
| Pension Plan | Postretirement Plan | |||||||||||||||||||||||
| Target | 2025 | 2024 | Target | 2025 | 2024 | |||||||||||||||||||
| Asset category: | ||||||||||||||||||||||||
| Equity securities | % | % | % | % | % | % | ||||||||||||||||||
| Debt securities | % | % | % | % | % | % | ||||||||||||||||||
| Cash | — | % | — | % | — | % | — | % | % | % | ||||||||||||||
The Company uses the fair value hierarchy described in Note 1 to classify these assets. The mutual funds are included under Level 1 in the fair value hierarchy as their fair values are based on quoted net asset values of the shares held in the investments in the plans. The bond funds and certain other investments are included under Level 2 as these investments have observable Level 2 pricing inputs, including quoted prices for similar assets in active or non-active markets. While the underlying asset values are quoted prices, the net asset value of a unit in these funds is not publicly quoted. The following tables contain the fair value classifications of the plans' assets:
| Pension Plan | ||||||||||||||||
| Fair Value Measurements - September 30, 2025 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Asset Class: | ||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||
| Common and Collective Trust and Pooled Funds: | ||||||||||||||||
| Bond Funds | ||||||||||||||||
| Mutual Funds: | ||||||||||||||||
| Domestic Fixed Income | ||||||||||||||||
| Equities | ||||||||||||||||
| Domestic Large Cap Growth | ||||||||||||||||
| Domestic Large Cap Value | ||||||||||||||||
| Domestic Small/Mid Cap Core | ||||||||||||||||
| Foreign Large Cap Growth | ||||||||||||||||
| Foreign Large Cap Value | ||||||||||||||||
| Foreign Large Cap Core | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Pension Plan | ||||||||||||||||
| Fair Value Measurements - September 30, 2024 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Asset Class: | ||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||
| Common and Collective Trust and Pooled Funds: | ||||||||||||||||
| Bond Funds | ||||||||||||||||
| Mutual Funds: | ||||||||||||||||
| Domestic Fixed Income | ||||||||||||||||
| Equities | ||||||||||||||||
| Domestic Large Cap Growth | ||||||||||||||||
| Domestic Large Cap Value | ||||||||||||||||
| Domestic Small/Mid Cap Core | ||||||||||||||||
| Foreign Large Cap Growth | ||||||||||||||||
| Foreign Large Cap Value | ||||||||||||||||
| Foreign Large Cap Core | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Postretirement Plan | ||||||||||||||||
| Fair Value Measurements - September 30, 2025 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Asset Class: | ||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||
| Mutual Funds: | ||||||||||||||||
| Bonds | ||||||||||||||||
| Domestic Fixed Income | ||||||||||||||||
| Equities | ||||||||||||||||
| Domestic Large Cap Growth | ||||||||||||||||
| Domestic Large Cap Value | ||||||||||||||||
| Domestic Small/Mid Cap Core | ||||||||||||||||
| Foreign Large Cap Growth | ||||||||||||||||
| Foreign Large Cap Core | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Postretirement Plan | ||||||||||||||||
| Fair Value Measurements - September 30, 2024 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Asset Class: | ||||||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||
| Mutual Funds: | ||||||||||||||||
| Bonds | ||||||||||||||||
| Domestic Fixed Income | ||||||||||||||||
| Equities | ||||||||||||||||
| Domestic Large Cap Growth | ||||||||||||||||
| Domestic Large Cap Value | ||||||||||||||||
| Domestic Small/Mid Cap Core | ||||||||||||||||
| Foreign Large Cap Growth | ||||||||||||||||
| Foreign Large Cap Value | ||||||||||||||||
| Foreign Large Cap Core | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Each mutual fund or common collective trust fund has been categorized based on its primary investment strategy.
Annual funding contributions to the pension plan and postretirement plan are made under advisement from the Company's actuaries and investment advisor based upon ERISA funding requirements. For the years ended September 30, 2025 and 2024,
The following table reflects expected future benefit payments:
| Pension | Postretirement | ||||||||
| Fiscal year ending September 30 | Plan | Plan | |||||||
| 2026 | $ | $ | |||||||
| 2027 | |||||||||
| 2028 | |||||||||
| 2029 | |||||||||
| 2030 | |||||||||
| 2031 - 2035 | |||||||||
The NQDC Plan is an unfunded, nonqualified benefit plan offered to select members of senior management not eligible to participate in the pension plan. The NQDC Plan also contains a long-term retention element for certain members of senior management. Under the NQDC Plan, participants have the right to defer a percentage of base salary as well as receive discretionary credits from the Company. The Company's discretionary credits vest over time. Any benefits distributed from the NQDC Plan are paid from the general assets of the Company. As the plan is unfunded, the balance reflected in the table below is a noncurrent liability included in benefit plan liabilities on the consolidated balance sheet.
| 2025 | 2024 | |||||||
| Beginning deferred compensation balance | $ | $ | ||||||
| Employer contributions | ||||||||
| Earnings | ||||||||
| Ending deferred compensation balance | $ | $ | ||||||
The Company sponsors a 401(k) Plan covering all eligible employees who elect to participate. Employees may contribute from
| Years Ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Matching contribution | $ | $ | ||||||
| Discretionary contribution | ||||||||
| 13. | LEASES |
During 2023, the Company entered into a land lease in conjunction with its RNG facility that has a
Other information related to leases were as follows:
| 2025 | 2024 | |||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid on operating leases | $ | $ | ||||||
| Right of use obtained in exchange for operating lease obligations | N/A | |||||||
| Weighted-average remaining term (in years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
On September 30, 2025, the future minimum rental payments under non-cancelable operating leases were as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total minimum lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total | $ |
| 14. | COMMITMENTS AND CONTINGENCIES |
Long-Term Contracts
Due to the nature of the natural gas distribution business, Roanoke Gas enters into agreements with suppliers and pipelines to contract for natural gas commodity purchases, storage capacity and pipeline delivery capacity. Roanoke Gas obtains most of its natural gas supply through third-party asset management contracts. Through March 31, 2025, the Company utilized two asset managers to optimize the use of its transportation, storage rights and gas supply inventories, which helps to ensure a secure and reliable source of natural gas. Those services were consolidated to one asset manager as of April 1, 2025. Under the current asset management contract, Roanoke Gas has designated the asset manager to act as agent for its storage capacity and all gas balances in storage. Roanoke Gas retains ownership of gas in storage. Under provisions of this contract, Roanoke Gas is obligated to purchase its winter storage requirements from the asset manager during the spring and summer injection periods at market price. The current asset management contract was signed for a year period which will expire in March 2028. The volumetric obligation as of September 30, 2025 for the remainder of the contract period is
In addition to the volumetric commitment, the Company also has fixed price agreements to purchase approximately
Roanoke Gas also has contracts for pipeline and storage capacity which extend for various periods. These capacity costs and related fees are valued at tariff rates in place as of September 30, 2025. These rates may increase in the future based upon rate filings and rate orders granting a rate change to the pipeline or storage operator. Subsequent to year end, one contract price increased materially effective November 1, 2025, as a result of the supplier filing a rate case; however, this rate has not yet been finalized. Roanoke Gas expended approximately $
| Pipeline and | ||||
| Year | Storage Capacity | |||
| 2025 - 2026 | $ | |||
| 2026 - 2027 | ||||
| 2027 - 2028 | ||||
| 2028 - 2029 | ||||
| 2029 - 2030 | ||||
| Thereafter | ||||
| Total | $ | |||
Roanoke Gas maintains franchise agreements granted by the local cities and towns served by the Company. Roanoke Gas renewed its franchise agreements with the City of Roanoke, the City of Salem and the Town of Vinton in 2016 for
Other Contracts
The Company maintains other agreements in the ordinary course of business covering various maintenance, equipment, user fees and service contracts. These agreements currently extend through December 2031 and are not material to the Company.
Environmental Matters
Roanoke Gas operated an MGP as a source of fuel for lighting and heating until the early 1950’s. A by-product of operating the MGP was coal tar, and the potential exists for tar waste contaminants at the former plant site. While the Company does not currently recognize any commitments or contingencies related to environmental costs, should the Company ever be required to remediate the site, it will pursue all prudent and reasonable means to recover any related costs, including the use of insurance claims and regulatory approval for rate case recognition of expenses associated with any work required.
| 15. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through the date the financial statements were issued. There were no other items not otherwise disclosed which would have materially impacted the Company’s consolidated financial statements.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to be effective in providing reasonable assurance that information required to be disclosed in reports under the Exchange Act are identified, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management to allow for timely decisions regarding required disclosure.
As of September 30, 2025, the Company completed an evaluation, under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2025.
Changes in Internal Control over Financial Reporting
On April 1, 2025, the Company implemented a new enterprise resource planning (“ERP”) system, which replaced the existing ERP system, to improve the efficiency of certain financial and related transactional processes; this system did not replace the system of record for revenue transactions with customers. In connection with this implementation, the Company has enhanced its processes and procedures, which has resulted in changes to internal control over financial reporting, to align with the upgraded system functionality. The Company will continue to monitor and evaluate the operating effectiveness of the related controls during subsequent periods.
Management routinely reviews the Company’s internal control over financial reporting and makes changes, as necessary, to enhance the effectiveness of the internal controls over financial reporting. There were no changes in the internal controls over financial reporting during the fourth quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Securities and Exchange Act of 1934). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with GAAP and include those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected. Projections of the effectiveness to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures included in such controls may deteriorate. The Company’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company has conducted an evaluation of the design and effectiveness of the Company’s system of internal control over financial reporting as of September 30, 2025, based on the framework set forth in ”Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon such evaluation, the Company concluded that, as of September 30, 2025, the Company’s internal control over financial reporting was effective.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
For information with respect to the executive officers of the registrant, see “Executive Officers" section in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources incorporated herein by reference. For information with respect to the Company’s directors and nominees and the Company’s Audit Committee, see Proposal 1 “Election of Directors of Resources” and “Report of the Audit Committee”, respectively, in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources, which information is herein by reference. In addition, the Board of Directors has determined that Abney S. Boxley III and Jacqueline L. Archer are audit committee financial experts under applicable SEC rules.
For information regarding the process for identifying and evaluating candidates to be nominated as directors, see "Director Nominations" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources, which is incorporated herein by reference.
Information with respect to compliance with Section 16(a) of the Exchange Act, which is set forth under the caption "Delinquent Section 16(a) Reports" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources, is incorporated herein by reference.
The Company has adopted a Code of Ethics applicable to all of its officers, directors and employees. The Company has posted the text of its Code of Ethics on its website at www.rgcresources.com. The Board of Directors has adopted charters for the Audit, Compensation, and Governance and Nominating Committees of the Board of Directors. These documents may also be found on the Company’s website at www.rgcresources.com.
Item 11. Executive Compensation.
The information set forth under "Compensation of Directors", "Compensation Discussion and Analysis" and "Report of the Compensation Committee" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources is herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
For information pertaining to securities authorized for issuance under equity compensation plans, see Part II, Item 5 above.
The information pertaining to shareholders beneficially owning more than five percent of the registrant’s common stock and the security ownership of management, which is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information pertaining to director independence is set forth under the caption “Board of Directors and Committees of the Board of Directors” and pertaining to transactions with related persons is set forth under the caption "Transactions with Related Persons" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources, which information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information set forth under the caption "Report of the Audit Committee" in the Proxy Statement for the 2026 Annual Meeting of Shareholders of Resources is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) List of documents filed as part of this report:
1. Financial statements filed as part of this report:
All financial statements of the registrant as set forth under Item 8 of this Report on Form 10-K.
2. Financial statement schedules filed as part of this report:
All information is inapplicable or presented in the consolidated financial statements or related notes thereto.
3. Exhibits.
| 1 (a) |
At Market Issuance Sales Agreement, dated March 5, 2020, between RGC Resources, Inc. and Janney Montgomery Scott LLC, as agent (incorporated herein by reference to Exhibit 1.1 on Form 8-K as filed March 5, 2020) |
|
| 3 (a) |
Articles of Incorporation as amended (incorporated herein by reference to Exhibit 3.1 on Form 8-K as filed February 5, 2020) |
|
| 3 (b) |
Amended and Restated Bylaws of RGC Resources, Inc. (incorporated herein by reference to Exhibit 3(b) on Form 8-K as filed on April 8, 2022) |
|
| 4 (a) |
Specimen copy of certificate for RGC Resources, Inc. common stock, $5.00 par value (incorporated herein by reference to Exhibit 4(a) of Registration Statement No. 33-67311, on Form S-4, filed with the Commission on November 13, 1998, and amended by Amendment No. 5, filed with the Commission on January 28, 1999) |
|
| 4 (b) |
RGC Resources, Inc., Amended and Restated Dividend Reinvestment and Stock Purchase Plan (incorporated herein by reference to Exhibit 4(b) on Form 10-K for the year ended September 30, 2014) |
|
| 4 (c) |
Description of RGC Resources, Inc. Common Stock (incorporated herein by reference to Exhibit 4(c) on Form 10-K for the year ended September 30, 2020) |
|
| 10 (a) |
P |
Firm Transportation Agreement between East Tennessee Natural Gas Company and Roanoke Gas Company dated November 1, 1993 (incorporated herein by reference to Exhibit 10(a) of the Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (SEC file number reference 0-367)) |
| 10 (b) |
FSS Service Agreement by and between Columbia Gas Transmission LLC and Roanoke Gas Company dated July 23, 2019 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed July 26, 2019) |
|
| 10 (c) |
FTS Service Agreement by and between Columbia Gas Transmission LLC and Roanoke Gas Company dated July 23, 2019 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed July 26, 2019) |
|
| 10 (d) |
SST Service Agreement by and between Columbia Gas Transmission LLC and Roanoke Gas Company dated July 23, 2019 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed July 26, 2019) |
|
| 10 (e) |
FTS Service Agreement effective April 1, 2017 between Columbia Gas Transmission LLC and Roanoke Gas Company (incorporated herein by reference to Exhibit 10(f) on Form 10-K for the year ended September 30, 2017) |
|
| 10 (f) |
FTS-1 Service Agreement between Columbia Gulf Transmission LLC and Roanoke Gas Company dated March 7, 2022 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed March 11, 2022) |
|
| 10 (g) | Negotiated Rate Letter Agreement with Columbia Gulf Transmission, LLC (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed March 11, 2022) |
| 10 (h) |
|
Gas Transportation Agreement, for use under FT-A rate schedule, between Tennessee Gas Pipeline Company and Roanoke Gas Company originally dated November 1, 1993 as amended (incorporated herein by reference to Exhibit 10(g) on Form 10-K for the year ended September 30, 2021) |
| 10 (i) |
P |
Gas Transportation Agreement, for use under IT rate schedule, between Tennessee Gas Pipeline Company and Roanoke Gas Company dated September 1, 1993 (incorporated herein by reference to Exhibit 10(l) of the Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (SEC file number reference 0-367)) |
| 10 (j) |
|
Gas Storage Contract under rate schedule FS between Tennessee Gas Pipeline Company and Roanoke Gas Company originally dated November 1, 1993 as amended (incorporated herein by reference to Exhibit 10(i) on Form 10-K for the year ended September 30, 2021) |
| 10 (k) | Gas Transportation Agreement, for use under FT-A rate schedule, between Tennessee Gas Pipeline Company and Roanoke Gas Company originally dated November 1, 1993 as amended (incorporated herein by reference to Exhibit 10(j) on Form 10-K for the year ended September 30, 2021) | |
| 10 (l) | Firm Transportation Agreement, For Use Under Rate Schedules FT-A and FT-GS, effective July 16, 2007, between East Tennessee Natural Gas Company and Roanoke Gas Company | |
| 10 (m) | Firm Transportation Agreement, For Use Under Rate Schedules FT-A and FT-GS, effective February 27, 2006, between East Tennessee Natural Gas Company and Roanoke Gas Company | |
| 10 (n) |
FTA Gas Transportation Agreement effective November 1, 1998, between East Tennessee Natural Gas Company and Roanoke Gas Company (incorporated herein by reference to Exhibit 10(s)(s) on Form 10-K for the year ended September 30, 1998 (SEC file reference number 0-367)) |
|
| 10 (o) |
Firm Storage Service Agreement effective March 19, 1997, between Virginia Gas Storage Company and Roanoke Gas Company (incorporated herein by reference to Exhibit 10(w)(w) on Form 10-K for the year ended September 30, 1998 (SEC file reference number 0-367)) |
|
| 10 (p) |
Firm Storage Service Agreement by and between Roanoke Gas Company and Virginia Gas Pipeline Company, dated June 1, 2001 (incorporated herein by reference to Exhibit 10(b)(b)(b) on Form 10-K for the year ended September 30, 2001 (SEC file number reference 0-367)) |
|
| 10 (q) |
FSS Service Agreement between Saltville Gas Storage Company L.L.C. and Roanoke Gas Company dated November 21, 2012 (incorporated herein by reference to Exhibit 10(o) on Form 10-K for the year ended September 30, 2017) |
|
| 10 (r) | FSS Service Agreement between Saltville Gas Storage Company L.L.C. and Roanoke Gas Company dated March 25, 2008 | |
| 10 (s) |
Gas Transportation Agreement between Tennessee Gas Pipeline Company and Roanoke Gas Company originally dated November 1, 1999 as amended May 17, 2016 (incorporated herein by reference to Exhibit 10.3 of Form 10-Q as filed August 4, 2016) |
|
| 10 (t) |
Amendment dated May 17, 2016 to Gas Transportation Agreement originally dated December 1, 1993 between Tennessee Gas Pipeline Company and Roanoke Gas Company (incorporated herein by reference to Exhibit 10.1 of Form 10-Q as filed August 4, 2016) |
|
| 10 (u) |
Amendment dated May 17, 2016 to Gas Transportation Agreement originally dated November 1, 1993 between Tennessee Gas Pipeline Company and Roanoke Gas Company (incorporated herein by reference to Exhibit 10.2 of Form 10-Q as filed August 4, 2016) |
|
| 10 (v) |
Gas Transportation Agreement, for use under FT-A rate schedule between Midwestern Gas Transmission Company and Roanoke Gas Company dated March 11, 2019 (incorporated herein by reference to Exhibit 10.1 on Form 10-Q as filed May 6, 2019) |
|
| 10 (w) | Amendment dated November 29, 2021 to Gas Transportation Agreement originally dated December 1, 1993 between Tennessee Gas Pipeline and Roanoke Gas Company (incorporated herein by reference to Exhibit 10(s)(s)(s)(s) on Form 10-K for the year ended September 30, 2021) |
| 10 (x) |
|
Transportation Service Agreement applicable to Firm Transportation Service under Rate Schedule FTS between Mountain Valley Pipeline, LLC and Roanoke Gas Company dated October 17, 2017, Amended Exhibits A and C dated April 15, 2024
|
| 10 (y) | Natural Gas Asset Management Agreement by and between Roanoke Gas Company and DTE Energy Trading, Inc. effective as of April 1, 2025 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed on March 31, 2025) | |
| 10 (z) | Guaranty Agreement by RGC Resources, Inc. in favor of DTE Energy Trading, Inc. effective April 1, 2025 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed on March 31, 2025) | |
| 10 (a)(a) |
Gas Franchise Agreement between the City of Roanoke, Virginia, and Roanoke Gas Company dated December 14, 2015 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed December 16, 2015) |
|
| 10 (b)(b) |
Gas Franchise Agreement between the City of Salem, Virginia, and Roanoke Gas Company dated December 14, 2015 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed December 16, 2015) |
|
| 10 (c)(c) |
Gas Franchise Agreement between the Town of Vinton, Virginia, and Roanoke Gas Company dated November 17, 2015 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed December 16, 2015) |
|
| 10 (d)(d) |
RGC Resources Amended and Restated Key Employee Stock Option Plan (incorporated herein by reference to Exhibit 4(c) of Registration Statement No. 333-02455, Post Effective Amendment on Form S-8, filed with the Commission on July 2, 1999) |
|
| 10 (e)(e) |
RGC Resources, Inc. Amended and Restated Stock Bonus Plan (incorporated herein by reference to Exhibit 10 on Form 8-K filed on January 27, 2005 (SEC file reference number 0-367)) |
|
| 10 (f)(f) |
RGC Resources, Inc. Amended And Restated Restricted Stock Plan for Outside Directors (incorporated herein by reference to Exhibit 10(i)(i) on Form 10-K for the year ended September 30, 2017) |
|
| 10 (g)(g) |
RGC Resources, Inc. Restricted Stock Plan (incorporated herein by reference to Exhibit 10.1 of Form 8-K as filed February 9, 2017) |
|
| 10 (h)(h) | Nonqualified Deferred Compensation Plan Document (incorporated herein by reference to Exhibit 10.1 on Form 10-Q as filed February 11, 2021) | |
| 10 (i)(i) | RGC Resources, Inc. Recovery of Incentive Compensation Policy, effective as of October 1, 2023 (incorporated herein by reference to Exhibit 99.1 on Form 10-Q as filed February 6, 2024) | |
| 10 (j)(j) |
Change in Control Agreement between RGC Resources, Inc. and Mr. Paul W. Nester effective May 1, 2023 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed April 27, 2023) | |
| 10 (k)(k) |
Change in Control Agreement between RGC Resources, Inc. and Mr. Lawrence T. Oliver effective May 1, 2023 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed April 27, 2023) | |
| 10 (l)(l) |
Change in Control Agreement between RGC Resources, Inc. and Mr. Carl J. Shockley, Jr. effective May 1, 2023 (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed April 27, 2023) | |
| 10 (m)(m) |
Change in Control Agreement between RGC Resources, Inc. and Mrs. C. Brooke Miles effective May 1, 2023 (incorporated herein by reference to Exhibit 10.5 on Form 8-K as filed April 27, 2023) | |
| 10 (n)(n) | Change in Control Agreement between RGC Resources, Inc. and Mr. Timothy J. Mulvaney effective February 1, 2024 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed February 2, 2024) |
| 10 (o)(o) |
Note Purchase Agreement for 4.26% Senior Guaranteed Notes due September 18, 2034 in the original principal amount of $30,500,000 in favor of The Prudential Insurance Company of America, PAR U Hartford Life & Annuity Comfort Trust and PRUCO Life Insurance Company of New Jersey (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed August 4, 2014) |
|
| 10 (p)(p) |
Unconditional Parent Guaranty by RGC Resources, Inc. in favor of each of the holders of the notes: The Prudential Life Insurance Company of America, PAR U Hartford Life & Annuity Comfort Trust and PRUCO Life Insurance Company of New Jersey (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed August 4, 2014) |
|
| 10 (q)(q) |
4.26% Senior Guaranteed Notes due September 18, 2034 in the original principal amount of $15,250,000 in favor of The Prudential Insurance Company of America (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed September 23, 2014) |
|
| 10 (r)(r) |
4.26% Senior Guaranteed Notes due September 18, 2034 in the original principal amount of $9,700,000 in favor of PAR U Hartford Life & Annuity Comfort Trust (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed September 23, 2014) |
|
| 10 (s)(s) |
4.26% Senior Guaranteed Notes due September 18, 2034 in the original principal amount of $5,550,000 in favor of PRUCO Life Insurance Company of New Jersey (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed September 23, 2014) |
|
| 10 (t)(t) |
Private Shelf Agreement by and between Roanoke Gas Company and Prudential Investment Management, Inc. for the pre-authorization to issue notes up to $29,500,000 in total during the term of the agreement (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed October 4, 2017) |
|
| 10 (u)(u) |
Second Amendment to Private Shelf Agreement dated as of December 6, 2019 (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed December 9, 2019) |
|
| 10 (v)(v) | Third Amendment to Private Shelf Agreement dated as of December 6, 2022 (incorporated by reference to Exhibit 10.1 on Form 8-K as filed December 7, 2022) | |
| 10 (w)(w) |
Unsecured Note in the original principal amount of $4,000,000 by and between Roanoke Gas Company and PRUCO Life Insurance Company of New Jersey, dated October 2, 2017 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed October 4, 2017) |
|
| 10 (x)(x) |
Unsecured Note in the original principal amount of $4,000,000 by and between Roanoke Gas Company and Prudential Arizona Reinsurance Captive Company, dated October 2, 2017 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed October 4, 2017) |
|
| 10 (y)(y) |
Unconditional Parent Guaranty by RGC Resources, Inc. in favor of each of the holders of the notes: The PRUCO Life Insurance Company of New Jersey and the Prudential Arizona Reinsurance Captive Company (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed October 4, 2017) |
|
| 10 (z)(z) |
Unsecured Note in the original principal amount of $5,000,000 by and between Roanoke Gas Company and Highmark, Inc. dated March 28, 2019 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed March 29, 2019) |
|
| 10 (a)(a)(a) |
Unsecured Note in the original principal amount of $3,000,000 by and between Roanoke Gas Company and Prudential Arizona Reinsurance Term Company dated March 28, 2019 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed March 29, 2019) |
|
| 10 (b)(b)(b) |
Unsecured Note in the original principal amount of $2,000,000 by and between Roanoke Gas Company and The Prudential Insurance Company of America dated March 28, 2019 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed March 29, 2019) |
| 10 (c)(c)(c) |
Unconditional Guaranty Agreement by and between RGC Resources, Inc. and Prudential Investment Management and each Prudential Affiliate which is a party to the borrowing (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed March 29, 2019) |
|
| 10 (d)(d)(d) |
** |
Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC dated April 6, 2018 (incorporated by reference to Exhibit 10.1 on the Quarterly Report on Form 10-Q as filed May 7, 2018) |
| 10 (e)(e)(e) |
Guaranty Agreement by RGC Resources, Inc. in favor of Mountain Valley Pipeline, LLC (incorporated herein by reference to Exhibit 10.2 on Form 10-Q as filed May 7, 2018) |
|
| 10 (f)(f)(f) | Letter Agreement dated May 4, 2023, between MVP Holdco, LLC and RGC Midstream, LLC (incorporated by reference to Exhibit 10.1 on Form 10-Q filed on May 5, 2023) | |
| 10 (g)(g)(g) |
Unsecured Note in the original principal amount of $5,000,000 by and between Roanoke Gas and Prudential Arizona Reinsurance Universal Company, dated December 6, 2019 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed December 9, 2019) |
|
| 10 (h)(h)(h) |
Unsecured Note in the original principal amount of $5,000,000 by and between Roanoke Gas and Prudential Arizona Reinsurance Universal Company, dated December 6, 2019 (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed December 9, 2019) |
|
| 10 (i)(i)(i) |
Unconditional Guaranty Agreement by and between RGC Resources, Inc. and Prudential Investment Management and each Prudential Affiliate which is a party to the borrowings dated December 6, 2019 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed December 9, 2019) |
|
| 10 (j)(j)(j) |
Delayed Draw Term Note in the principal amount of $15,000,000 by Roanoke Gas Company with Wells Fargo Bank, N.A. dated as of August 20, 2021 (incorporated by reference to Exhibit 10.1 on Form 8-K as filed August 26, 2021) |
|
| 10 (k)(k)(k) |
Swap Agreement by and between Roanoke Gas Company and Wells Fargo Bank, N.A., executed on August 20, 2021 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed August 26, 2021) | |
| 10 (l)(l)(l) | Promissory Note (Revolving Loan) in the principal amount of $25,000,000 by Roanoke Gas Company with Pinnacle Bank, dated March 24, 2023 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed March 28, 2023) | |
| 10 (m)(m)(m) | Amendment to Promissory Note and Loan Agreement by Roanoke Gas Company with Pinnacle Bank, dated March 31, 2024 (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed April 3, 2024) | |
| 10 (n)(n)(n) | Amended and Restated Promissory Note (Term Loan) in the principal amount of $10,000,000 by Roanoke Gas Company with Pinnacle Bank, dated March 24, 2023 (effective as of April 1, 2023) (incorporated herein by reference to Exhibit 10.2 on Form 8-K as filed March 28, 2023) | |
| 10 (o)(o)(o) | Amended and Restated Loan Agreement by and between Roanoke Gas Company and Pinnacle Bank, dated March 24, 2023 (incorporated herein by reference to Exhibit 10.3 on Form 8-K as filed March 28, 2023) |
|
| 10 (p)(p)(p) | Amended and Restated Guaranty Agreement by RGC Resources, Inc. with Pinnacle Bank, dated March 24, 2023 (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed March 28, 2023) |
|
| 10 (q)(q)(q) | Amended Swap Agreement by and between Roanoke Gas Company and Pinnacle Bank, dated April 3, 2023 (effective April 1, 2023) (incorporated herein by reference to Exhibit 10.1 on Form 8-K as filed April 4, 2023) | |
| 10 (r)(r)(r) | Amended and Restated Promissory Note in the principal amount of $30,000,000 by Roanoke Gas Company with Pinnacle Bank, dated March 31, 2025 (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed March 31, 2025) | |
| 10 (s)(s)(s) | Second Amendment to Loan Agreement by Roanoke Gas Company with Pinnacle Bank, dated March 31, 2025 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed March 31, 2025) |
| 10 (t)(t)(t) | Swap Agreement by and between RGC Midstream, LLC and Atlantic Union Bank, dated June 12, 2019 (incorporated herein by reference to Exhibit 10.4 on Form 8-K as filed June 17, 2019) | |
| 10 (u)(u)(u) | Credit Agreement by and between RGC Midstream, LLC, Atlantic Union Bank and CoBank, ACB, dated as of September 5, 2025 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed September 9, 2025) | |
| 10 (v)(v)(v) | Guaranty by RGC Resources, Inc. with Atlantic Union Bank, dated as of September 5, 2025 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed September 9, 2025) | |
| 10 (w)(w)(w) | Interest Rate Swap Confirmation by and between RGC Midstream, LLC and Atlantic Union Bank, executed on September 5, 2025 (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed September 9, 2025) | |
| 10 (x)(x)(x) | Interest Rate Swap Confirmation by and between RGC Midstream, LLC and CoBank, executed on September 5, 2025 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed September 9, 2025) | |
| 10 (y)(y)(y) | Loan Agreement by and between RGC Midstream, LLC and Atlantic Union Bank, dated as of September 5, 2025 (incorporated herein by reference to Exhibit 10.5 on Form 8-K filed September 9, 2025) | |
| 10 (z)(z)(z) | Guaranty by RGC Resources, Inc. with Atlantic Union Bank, dated as of September 5, 2025 (incorporated herein by reference to Exhibit 10.6 on Form 8-K filed September 9, 2025) | |
| 13 |
Annual Report |
|
| 14 |
Revised Code of Ethics (incorporated herein by reference to Exhibit 14.1 on Form 8-K as filed April 27, 2023) | |
| 19 | Insider Trading Policy | |
| 21 |
Subsidiaries of the Company |
|
| 23 | Consent of Deloitte & Touche LLP | |
| 31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
|
| 31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
|
| 32.1 |
* |
Section 1350 Certification of Principal Executive Officer |
| 32.2 |
* |
Section 1350 Certification of Principal Financial Officer |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
* These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** Confidential treatment has been granted with respect to portions of this exhibit, indicated by asterisks, which has been filed separately with the Securities and Exchange Commission.
P These original exhibits were filed with the SEC in paper form and therefore are not hyper-linked to the original filing.
Item 16. Form 10-K Summary.
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| RGC RESOURCES, INC. |
||
| By: |
/s/ Timothy J. Mulvaney |
December 3, 2025 |
| Timothy J. Mulvaney |
Date |
|
| Vice President, Treasurer and Chief Financial Officer |
||
| (Principal Financial Officer) |
||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /S/ PAUL W. NESTER |
December 3, 2025 | President and Chief Executive Officer, Director |
||
| Paul W. Nester |
Date |
(Principal Executive Officer) |
||
| /S/ TIMOTHY J. MULVANEY |
December 3, 2025 | Vice President, Treasurer and Chief Financial Officer |
||
| Timothy J. Mulvaney |
Date |
(Principal Financial Officer) |
||
| /S/ JOHN B. WILLIAMSON III |
December 3, 2025 | Chairman of the Board and Director |
||
| John B. Williamson III |
Date |
|||
| /S/ NANCY H. AGEE |
December 3, 2025 | Director |
||
| Nancy H. Agee |
Date |
|||
| /S/ JACQUELINE L. ARCHER |
December 3, 2025 | Director |
||
| Jacqueline L. Archer |
Date |
|||
| /S/ ABNEY S. BOXLEY III |
December 3, 2025 | Director |
||
| Abney S. Boxley III |
Date |
|||
| /S/ T. JOE CRAWFORD |
December 3, 2025 | Director |
||
| T. Joe Crawford |
Date |
|||
| /S/ MARYELLEN F. GOODLATTE |
December 3, 2025 | Director |
||
| Maryellen F. Goodlatte |
Date |
|||
| /S/ ROBERT B. JOHNSTON |
December 3, 2025 | Director | ||
| Robert B. Johnston | Date | |||
| /S/ J. ALLEN LAYMAN |
December 3, 2025 | Director |
||
| J. Allen Layman |
Date |
|||
| /S/ ELIZABETH A. MCCLANAHAN |
December 3, 2025 | Director |
||
| Elizabeth A. McClanahan |
Date |
FAQ
What is RGC Resources, Inc. (RGCO) primary business?
RGC Resources, Inc. is a holding company whose core business is Roanoke Gas, a regulated utility that distributes and sells natural gas to residential, commercial and industrial customers in the Roanoke, Virginia area.
How did RGC Resources’ customer and revenue mix look in 2025?
In 2025, Roanoke Gas served 62,527 customers and delivered 11,493,415 DTH of natural gas, generating $95,231,943 of revenue and $52,680,989 of margin. Residential customers represented just over 91% of customers but less than 35% of total volume, while providing more than half of consolidated revenue and margin.
What are the key operational risks highlighted by RGC Resources (RGCO)?
The company cites risks from operating a natural gas distribution system and LNG storage facility, including adverse weather, accidents, third-party damage, equipment failure, pipeline failures and catastrophic events. It also notes dependence on three interstate pipelines that carry 100% of transported gas, where failures could limit its ability to meet demand and harm earnings.
How does RGC Resources address cybersecurity risk?
The company has implemented a cybersecurity program designed to protect its data and systems, including requirements for certain vendors, coordination with its state regulator and briefings from industry experts. The board of directors and audit committee oversee cyber risk, and management reports at least annually or when events warrant. Over the past three years, RGC reports no cybersecurity incident that had a material impact on strategy, results or financial condition.
What ESG and climate-related regulatory risks does RGC Resources (RGCO) disclose?
The company notes that laws and regulations tied to climate change and ESG matters, including potential mandates for electric rather than gas appliances, greenhouse gas limits or restrictions on fossil fuels, could negatively affect its core natural gas operations and its investment in Mountain Valley Pipeline, LLC. It also points out that investor and lender pressure on the oil and gas sector could affect its access to and cost of capital.
How many employees does RGC Resources have and where is it listed?
As of September 30, 2025, RGC Resources had 106 full-time employees. Its common stock, with a par value of $5, trades on the Nasdaq Global Market under the symbol RGCO.
What is the market value and share count for RGC Resources’ common stock?
The aggregate market value of common equity held by non-affiliates was approximately $171,906,919 as of March 31, 2025, based on the Nasdaq last sale price. There were 10,350,531 shares of common stock outstanding as of November 30, 2025.
