UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, ~~2021~~2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Transition Period From

Commission File Number 000-26591

RGC Resources, Inc.
(Exact name of Registrant as Specified in its Charter)

Virginia	54-1909697
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

519 Kimball Ave., N.E., Roanoke, VA	24016
(Address of Principal Executive Offices)	(Zip Code)

(540) 777-4427

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered

Common Stock, $5 Par Value

RGCO

NASDAQ Global Market

Indicate by check mark whether the registrant (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. Yes ☒ No ☐

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions 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

☐

Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 30 ~~2021~~2022
Common Stock, $5 Par Value	~~8,228,769~~9,791,422

GLOSSARY OF TERMS

AFUDC		Allowance for Funds Used During Construction

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

ARPA		American Rescue Plan Act of 2021

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

CARES/CARES Act		The Coronavirus Aid, Relief, and Economic Security Act

Company		RGC Resources, Inc. or Roanoke Gas Company

COVID-19 or Coronavirus		~~Pandemic strain of Coronavirus~~A pandemic disease that causes respiratory illness similar to the flu with symptoms such as coughing, fever, and in more severe cases, difficulty in breathing

CPCN		Certificate of Public Convenience and Necessity

Diversified Energy		Diversified Energy Company, a wholly-owned subsidiary of Resources

DRIP		Dividend Reinvestment and Stock Purchase Plan of RGC Resources, Inc.

DTH		Decatherm (a measure of energy used primarily to measure natural gas)

EPS		Earnings Per Share

ERISA		Employee Retirement Income Security Act of 1974

ESAC		Eligible Safety Activity Costs, a Virginia natural gas utility’s operation and maintenance expenditures that are related to the development, implementation, or execution of the utility’s integrity management plan or programs and measures implemented to comply with regulations issued by the SCC or a federal regulatory body with jurisdiction over pipeline safety

FASB		Financial Accounting Standards Board

FDIC		Federal Deposit Insurance Corporation

FERC		Federal Energy Regulatory Commission

Fourth Circuit		U.S. Fourth Circuit Court of Appeals

GAAP		~~U.S.~~ Generally Accepted Accounting Principles 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

LIBOR		London Inter-Bank Offered Rate

LLC		Mountain Valley Pipeline, L.L.C., a joint venture established to design, construct and operate ~~the Mountain Valley Pipeline~~MVP and ~~MVP~~ Southgate

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, L.L.C., a wholly-owned subsidiary of Resources created to invest in pipeline projects including MVP and Southgate

MVP		Mountain Valley Pipeline, a FERC-regulated natural gas pipeline project intended to connect the Equitran's gathering and transmission system in northern West Virginia to the Transco interstate pipeline in south central Virginia with a planned interconnect 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 over 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 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, Midstream and Diversified Energy

RGCO		Trading symbol for RGC Resources, Inc. on the NASDAQ Global Stock Market

Roanoke Gas		Roanoke Gas Company, a wholly-owned subsidiary of Resources

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 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, the Company's proposed and approved operational replacement plan and related spending under the SAVE regulatory ~~mechanism.~~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 the Company’s 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

SOFR		Secured Overnight Financing Rate

Southgate		Mountain Valley Pipeline, LLC’s Southgate project, which extends from the MVP in south central Virginia to central North Carolina, of which Midstream holds less than a 1% investment

S&P 500 Index		Standard & Poor’s 500 Stock Index

TCJA		Tax Cuts and Jobs Act of 2017

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

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2021			September 30,			March 31, 2022			September 30,
	Unaudited			2020			Unaudited			2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	726,549		$	291,066		$	9,431,990		$	1,518,317
Accounts receivable (less allowance for uncollectibles of $849,719, and $703,140, respectively)		9,828,956			3,404,044
Accounts receivable (less allowance for credit losses of $712,100, and $242,010, respectively)								10,997,174			4,949,900
Materials and supplies		1,101,514			1,027,191			1,043,133			1,031,666
Gas in storage		1,283,767			5,708,761			2,063,974			7,867,470
Prepaid income taxes		0			647,623			2,118,634			3,104,950
Regulatory assets		1,723,472			2,503,314			1,997,076			5,656,453
Interest rate swap								312,511			0
Other		1,898,954			854,562			4,556,142			1,015,099
Total current assets		16,563,212			14,436,561			32,520,634			25,143,855
UTILITY PROPERTY:
In service		264,489,731			258,342,372			280,362,362			272,382,539
Accumulated depreciation and amortization		(74,224,836	)		(71,386,537	)		(78,862,695	)		(76,038,433	)
In service, net		190,264,895			186,955,835			201,499,667			196,344,106
Construction work in progress		13,433,545			11,489,258			17,209,963			15,305,578
Utility plant, net		203,698,440			198,445,093			218,709,630			211,649,684
OTHER ASSETS:
Regulatory assets		10,974,638			10,970,094			6,706,015			6,769,759
Investment in unconsolidated affiliates		60,544,494			57,542,805			27,321,251			64,867,319
Benefit plan assets								1,344,713			1,259,639
Deferred income taxes								337,757			0
Interest rate swap								1,046,987			0
Other		383,254			284,954			371,498			418,937
Total other assets		71,902,386			68,797,853			37,128,221			73,315,654
TOTAL ASSETS	$	292,164,038		$	281,679,507		$	288,358,485		$	310,109,193

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2021			September 30,			March 31, 2022			September 30,
	Unaudited			2020			Unaudited			2021
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	7,000,000		$	0		$	19,705,200		$	7,000,000
Dividends payable		1,522,322			1,428,268			1,908,139			1,549,841
Accounts payable		4,555,690			4,442,182			5,809,165			7,729,707
Capital contributions payable		1,441,232			2,512,437			773,090			2,140,637
Customer credit balances		851,968			1,587,061			682,959			1,539,680
Income taxes payable		505,121			0			88,080			0
Customer deposits		1,605,684			1,611,476			1,583,542			1,571,342
Accrued expenses		2,714,264			3,565,210			2,831,418			3,819,977
Interest rate swaps		356,412			533,795			0			332,389
Regulatory liabilities		222,373			890,313			3,195,059			329,959
Total current liabilities		20,775,066			16,570,742			36,576,652			26,013,532
LONG-TERM DEBT:
Notes payable		111,755,200			114,975,200			105,125,000			116,110,200
Line-of-credit		9,281,929			9,143,606			0			17,628,897
Less unamortized debt issuance costs		(266,700	)		(299,175	)		(283,922	)		(267,670	)
Long-term debt, net		120,770,429			123,819,631			104,841,078			133,471,427
DEFERRED CREDITS AND OTHER LIABILITIES:
Interest rate swaps		974,310			1,689,761			0			863,694
Asset retirement obligations		7,396,895			7,180,982			7,876,084			7,628,958
Regulatory cost of retirement obligations		13,122,705			12,678,043			14,126,243			13,640,567
Benefit plan liabilities		6,016,865			6,149,527			885,806			949,851
Deferred income taxes		14,971,506			13,973,762			5,883,375			14,948,213
Regulatory liabilities		10,561,654			10,729,082			12,706,518			12,891,242
Total deferred credits and other liabilities		53,043,935			52,401,157			41,478,026			50,922,525
STOCKHOLDERS’ EQUITY:
Common stock, $5 par; authorized 20,000,000 shares; issued and outstanding 8,226,650 and 8,160,058 shares, respectively		41,133,250			40,800,290
Common stock, $5 par; authorized 20,000,000 shares; issued and outstanding 9,789,895 and 8,375,092 shares, respectively								48,949,475			41,875,460
Preferred stock, no par, authorized 5,000,000 shares; no shares issued and outstanding		0			0			0			0
Capital in excess of par value		17,058,609			15,847,121			40,978,942			19,705,387
Retained earnings		42,137,946			35,688,510			15,194,355			39,656,296
Accumulated other comprehensive loss		(2,755,197	)		(3,447,944	)
Accumulated other comprehensive income (loss)								339,957			(1,535,434	)
Total stockholders’ equity		97,574,608			88,887,977			105,462,729			99,701,709
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	292,164,038		$	281,679,507		$	288,358,485		$	310,109,193

See notes to condensed consolidated financial statements.

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

UNAUDITED

	Three Months Ended March 31,					Six Months Ended March 31,				Three Months Ended March 31,						Six Months Ended March 31,
	2021			2020		2021		2020		2022			2021			2022			2021
OPERATING REVENUES:
Gas utility	$	28,221,274		$	22,275,719	$	47,704,774	$	41,901,325	$	29,499,219		$	28,221,274		$	52,730,874		$	47,704,774
Non utility		32,388			162,012		65,905		321,859		30,464			32,388			61,889			65,905
Total operating revenues		28,253,662			22,437,731		47,770,679		42,223,184		29,529,683			28,253,662			52,792,763			47,770,679
OPERATING EXPENSES:
Cost of gas - utility		14,447,057			8,672,997		22,147,756		16,850,803		14,923,575			14,447,057			26,239,980			22,147,756
Cost of sales - non utility		4,580			78,880		9,967		155,336		4,756			4,580			8,791			9,967
Operations and maintenance		3,931,470			4,110,149		7,433,592		8,027,619		4,242,007			3,931,470			7,932,321			7,433,592
General taxes		642,825			587,873		1,216,849		1,131,110		647,253			642,825			1,250,462			1,216,849
Depreciation and amortization		2,128,304			1,988,216		4,281,702		3,976,721		2,268,704			2,128,304			4,539,398			4,281,702
Total operating expenses		21,154,236			15,438,115		35,089,866		30,141,589		22,086,295			21,154,236			39,970,952			35,089,866
OPERATING INCOME		7,099,426			6,999,616		12,680,813		12,081,595		7,443,388			7,099,426			12,821,811			12,680,813
Equity in earnings (loss) of unconsolidated affiliate		(3,797	)		1,188,593		1,352,886		2,282,679		(445	)		(3,797	)		71,682			1,352,886
Impairment of unconsolidated affiliates											(39,822,213	)		0			(39,822,213	)		0
Other income, net		287,548			317,892		617,574		475,535		344,510			287,548			666,949			617,574
Interest expense		1,007,764			1,038,293		2,027,593		2,123,478		1,103,844			1,007,764			2,208,700			2,027,593
INCOME BEFORE INCOME TAXES		6,375,413			7,467,808		12,623,680		12,716,331
INCOME TAX EXPENSE		1,607,935			1,787,492		3,132,939		3,029,079
NET INCOME	$	4,767,478		$	5,680,316	$	9,490,741	$	9,687,252
BASIC EARNINGS PER COMMON SHARE	$	0.58		$	0.70	$	1.16	$	1.20
DILUTED EARNINGS PER COMMON SHARE	$	0.58		$	0.70	$	1.16	$	1.19
INCOME (LOSS) BEFORE INCOME TAXES											(33,138,604	)		6,375,413			(28,470,471	)		12,623,680
INCOME TAX EXPENSE (BENEFIT)											(8,644,175	)		1,607,935			(7,560,571	)		3,132,939
NET INCOME (LOSS)										$	(24,494,429	)	$	4,767,478		$	(20,909,900	)	$	9,490,741
BASIC EARNINGS (LOSS) PER COMMON SHARE										$	(2.89	)	$	0.58		$	(2.48	)	$	1.16
DILUTED EARNINGS (LOSS) PER COMMON SHARE										$	(2.89	)	$	0.58		$	(2.48	)	$	1.16
DIVIDENDS DECLARED PER COMMON SHARE	$	0.185		$	0.175	$	0.370	$	0.350	$	0.195		$	0.185		$	0.390		$	0.370

See notes to condensed consolidated financial statements.

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

UNAUDITED

	Three Months Ended March 31,					Six Months Ended March 31,					Three Months Ended March 31,					Six Months Ended March 31,
	2021		2020			2021		2020			2022			2021		2022			2021
NET INCOME	$	4,767,478	$	5,680,316		$	9,490,741	$	9,687,252
NET INCOME (LOSS)											$	(24,494,429	)	$	4,767,478	$	(20,909,900	)	$	9,490,741
Other comprehensive income (loss), net of tax:
Interest rate swaps		494,294		(1,216,574	)		663,019		(953,521	)		1,535,499			494,294		1,897,773			663,019
Defined benefit plans		14,864		16,791			29,728		33,582			(11,191	)		14,864		(22,382	)		29,728
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		509,158		(1,199,783	)		692,747		(919,939	)
COMPREHENSIVE INCOME	$	5,276,636	$	4,480,533		$	10,183,488	$	8,767,313
OTHER COMPREHENSIVE INCOME, NET OF TAX												1,524,308			509,158		1,875,391			692,747
COMPREHENSIVE INCOME (LOSS)											$	(22,970,121	)	$	5,276,636	$	(19,034,509	)	$	10,183,488

See notes to condensed consolidated financial statements.

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

UNAUDITED

Six Months Ended March 31, 2021

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Balance - September 30, 2020
$ 40,800,290 $ 15,847,121 $ 35,688,510 $ (3,447,944 ) $ 88,887,977
Net Income
0 0 4,723,263 0 4,723,263
Other comprehensive income
0 0 0 183,589 183,589
Cash dividends declared ($0.185 per share)
0 0 (1,519,670 ) 0 (1,519,670 )
Issuance of common stock (11,979 shares)
59,895 214,487 0 0 274,382
Balance - December 31, 2020
$ 40,860,185 $ 16,061,608 $ 38,892,103 $ (3,264,355 ) $ 92,549,541
Net Income
0 0 4,767,478 0 4,767,478
Other comprehensive income
0 0 0 509,158 509,158
Cash dividends declared ($0.185 per share)
0 0 (1,521,635 ) 0 (1,521,635 )
Issuance of common stock (54,613 shares)
273,065 997,001 0 0 1,270,066
Balance - March 31, 2021
$ 41,133,250 $ 17,058,609 $ 42,137,946 $ (2,755,197 ) $ 97,574,608

	Six Months Ended March 31, 2022
	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance - September 30, 2021	$	41,875,460	$	19,705,387	$	39,656,296		$	(1,535,434	)	$	99,701,709
Net Income		0		0		3,584,529			0			3,584,529
Other comprehensive income		0		0		0			351,083			351,083
Cash dividends declared ($0.195 per share)		0		0		(1,642,324	)		0			(1,642,324	)
Issuance of common stock (13,914 shares)		69,570		230,278		0			0			299,848
Balance - December 31, 2021	$	41,945,030	$	19,935,665	$	41,598,501		$	(1,184,351	)	$	102,294,845
Net Loss		0		0		(24,494,429	)		0			(24,494,429	)
Other comprehensive income		0		0		0			1,524,308			1,524,308
Cash dividends declared ($0.195 per share)		0		0		(1,909,717	)		0			(1,909,717	)
Issuance of common stock (1,400,889 shares)		7,004,445		21,043,277		0			0			28,047,722
Balance - March 31, 2022	$	48,949,475	$	40,978,942	$	15,194,355		$	339,957		$	105,462,729

Six Months Ended March 31, 2020

Common Stock

Capital in Excess of Par Value

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' Equity

Balance - September 30, 2019
$ 40,366,320 $ 14,397,072 $ 30,821,917 $ (2,488,917 ) $ 83,096,392
Net Income
0 0 4,006,936 0 4,006,936
Other comprehensive income
0 0 0 279,844 279,844
Cash dividends declared ($0.175 per share)
0 0 (1,419,236 ) 0 (1,419,236 )
Issuance of common stock (18,053 shares)
90,265 304,934 0 0 395,199
Balance - December 31, 2019
$ 40,456,585 $ 14,702,006 $ 33,409,617 $ (2,209,073 ) $ 86,359,135
Net Income
0 0 5,680,316 0 5,680,316
Other comprehensive loss
0 0 0 (1,199,783 ) (1,199,783 )
Cash dividends declared ($0.175 per share)
0 0 (1,424,192 ) 0 (1,424,192 )
Issuance of common stock (45,628 shares)
228,140 673,731 0 0 901,871
Balance - March 31, 2020
$ 40,684,725 $ 15,375,737 $ 37,665,741 $ (3,408,856 ) $ 90,317,347

	Six Months Ended March 31, 2021
	Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance - September 30, 2020	$	40,800,290	$	15,847,121	$	35,688,510		$	(3,447,944	)	$	88,887,977
Net Income		0		0		4,723,263			0			4,723,263
Other comprehensive income		0		0		0			183,589			183,589
Cash dividends declared ($0.185 per share)		0		0		(1,519,670	)		0			(1,519,670	)
Issuance of common stock (11,979 shares)		59,895		214,487		0			0			274,382
Balance - December 31, 2020	$	40,860,185	$	16,061,608	$	38,892,103		$	(3,264,355	)	$	92,549,541
Net Income		0		0		4,767,478			0			4,767,478
Other comprehensive income		0		0		0			509,158			509,158
Cash dividends declared ($0.185 per share)		0		0		(1,521,635	)		0			(1,521,635	)
Issuance of common stock (54,613 shares)		273,065		997,001		0			0			1,270,066
Balance - March 31, 2021	$	41,133,250	$	17,058,609	$	42,137,946		$	(2,755,197	)	$	97,574,608

See notes to condensed consolidated financial statements.

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	Six Months Ended March 31,						Six Months Ended March 31,
	2021			2020			2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	9,490,741		$	9,687,252
Net income (loss)							$	(20,909,900	)	$	9,490,741
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,405,956			4,095,390			4,656,829			4,405,956
Cost of retirement of utility plant, net		(265,021	)		(286,237	)		(298,580	)		(265,021	)
Stock option grants								5,550			0
Equity in earnings of unconsolidated affiliate		(1,352,886	)		(2,282,679	)		(71,682	)		(1,352,886	)
Impairment of unconsolidated affiliates								39,822,213			0
Allowance for funds used during construction		(55,981	)		(217,147	)		0			(55,981	)
Changes in assets and liabilities which used cash, exclusive of changes and noncash transactions shown separately		(2,611,407	)		171,552			(10,211,524	)		(2,611,407	)
Net cash provided by operating activities		9,611,402			11,168,131			12,992,906			9,611,402
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for utility property		(8,978,822	)		(10,435,947	)		(10,758,703	)		(8,978,822	)
Investment in unconsolidated affiliates		(2,720,008	)		(5,931,060	)		(3,572,011	)		(2,720,008	)
Proceeds from disposal of utility property		7,390			13,666			51,834			7,390
Net cash used in investing activities		(11,691,440	)		(16,353,341	)		(14,278,880	)		(11,691,440	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of unsecured notes		3,780,000			17,063,000			26,720,000			3,780,000
Retirement of notes payable								(25,000,000	)		0
Borrowings under line-of-credit		22,535,162			9,784,534			34,423,129			22,535,162
Repayments under line-of-credit		(22,396,839	)		(17,957,007	)		(52,052,026	)		(22,396,839	)
Debt issuance expenses		0			(70,750	)		(39,732	)		0
Proceeds from issuance of stock		1,544,448			1,297,070			28,342,019			1,544,448
Cash dividends paid		(2,947,250	)		(2,758,757	)		(3,193,743	)		(2,947,250	)
Net cash provided by financing activities		2,515,521			7,358,090			9,199,647			2,515,521
NET INCREASE IN CASH AND CASH EQUIVALENTS		435,483			2,172,880			7,913,673			435,483
BEGINNING CASH AND CASH EQUIVALENTS		291,066			1,631,348			1,518,317			291,066
ENDING CASH AND CASH EQUIVALENTS	$	726,549		$	3,804,228		$	9,431,990		$	726,549

See notes to condensed consolidated financial statements.

RGC RESOURCES, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

1.	Basis of Presentation

Resources is an energy services company primarily engaged in the sale and distribution of natural gas. The condensed consolidated financial statements include the accounts of Resources and its wholly-owned subsidiaries: Roanoke Gas, Diversified Energy and Midstream.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to fairly present Resources' financial position as of March 31, ~~2021~~2022, cash flows for the six months ended March 31, ~~2021~~2022 and ~~2020~~2021, and the results of its operations, comprehensive income, and changes in stockholders' equity for the three and six months ended March 31, ~~2021~~2022 and ~~2020~~2021. The results of operations for the three and six months ended March 31, ~~2021~~2022 are not indicative of the results to be expected for the fiscal year ending September 30, ~~2021~~2022 as quarterly earnings are affected by the highly seasonal nature of the business and weather conditions generally result in greater earnings during the winter months.

The unaudited condensed consolidated financial statements and condensed notes are presented ~~as permitted~~ under the rules and regulations of the SEC. Pursuant to those rules, certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or ~~omitted, although~~omitted. Although the Company believes that the disclosures are adequate, ~~to make the information~~ ~~not~~ ~~misleading. Therefore,~~ the unaudited condensed consolidated financial statements and condensed notes should be read in conjunction with the financial statements and notes contained in the Company’s Form 10-K for the year ended September 30, ~~2020~~2021. The September 30, ~~2020~~2021 consolidated balance sheet was included in the Company’s audited financial statements included in Form 10-K.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s significant accounting policies are described in Note 1 to the consolidated financial statements contained in the Company's Form 10-K for the year ended September 30, ~~2020~~2021.

Recently Issued or Adopted Accounting Standards

In ~~August 2018,~~ ~~the FASB issued ASU~~ ~~2018~~-~~14,~~~~Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic~~ ~~715~~-20~~) - Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans~~. This ASU modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The new guidance is effective for the Company for the annual reporting period ending ~~September 30, 2021.~~ ~~The Company adopted the new guidance effective~~ ~~October 1, 2020.~~ ~~As this ASU only modifies disclosure requirements, the new guidance does~~ ~~not~~ ~~have a material effect on the Company's financial position, results of operations or cash flows.~~

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In combination with ASU 2021-01, the ASU provides temporary optional guidance to ease the potential burden in accounting for and recognizing the effects of reference rate change on financial reporting. The new guidance applies specifically to contracts and hedging relationships that reference LIBOR, or any other referenced rate that is expected to be discontinued due to reference rate reform. The new guidance is effective for the Company through December 31, 2022. ~~Management has~~The Intercontinental Exchange (ICE) Benchmark Administration, the administrator for LIBOR and other inter-bank offered rates, announced that the LIBOR rates for one-day, one-month, six-month and one-year will cease publication in June 2023 and that no new financial contracts may use LIBOR after December 31, 2021. Currently, all of the Company's LIBOR based financial contracts are based on the one-month LIBOR rate. None of the holders of these financial contracts have indicated when a transition from LIBOR will occur. Accordingly, the Company does not ~~yet completed its evaluation of the new guidance.~~anticipate adopting this guidance until later in fiscal 2022. The ~~Company has several contracts and hedging relationships for which LIBOR currently remains in-place; therefore, the~~ new guidance could result in a significant impact on the Company's financial position, results of operations, and cash flows when the reference rate is changed for related contracts.

Other accounting standards that have been issued by the FASB or other standard-setting bodies are not currently applicable to the Company or are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~Reclassification~~

~~Certain prior year amounts have been reclassified to conform with current year presentation.~~

RGC RESOURCES, INC. AND SUBSIDIARIES

2.	Stock Issue

In March 2022, the Company issued 1,350,000 shares of common stock in an equity offering resulting in net proceeds of nearly $27,000,000. The Company issued the common stock to strengthen its balance sheet by increasing its cash position and lowering its outstanding debt. The net proceeds were invested in Roanoke Gas to supplement the funding of its infrastructure improvement and replacement program and in Midstream to reduce its outstanding debt. An additional 64,803 shares of common stock have been issued during fiscal 2022 related to the DRIP, Restricted Stock, stock option exercises and ATM activity.

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:

	Three Months Ended March 31, 2021						Three Months Ended March 31, 2020						Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
	Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues
Natural Gas (Billed and Unbilled):
Residential	$	17,402,552	$	0	$	17,402,552	$	12,892,659	$	0	$	12,892,659	$	18,104,512	$	0	$	18,104,512	$	17,402,552	$	0	$	17,402,552
Commercial		9,264,611		0		9,264,611		6,368,939		0		6,368,939		9,487,312		0		9,487,312		9,264,611		0		9,264,611
Industrial and Transportation		1,252,343		0		1,252,343		1,243,426		0		1,243,426		1,352,161		0		1,352,161		1,252,343		0		1,252,343
Other		95,092		32,388		127,480		117,466		162,012		279,478		138,035		30,464		168,499		95,092		32,388		127,480
Total contracts with customers		28,014,598		32,388		28,046,986		20,622,490		162,012		20,784,502		29,082,020		30,464		29,112,484		28,014,598		32,388		28,046,986
Alternative Revenue Programs		206,676		0		206,676		1,653,229		0		1,653,229		417,199		0		417,199		206,676		0		206,676
Total operating revenues	$	28,221,274	$	32,388	$	28,253,662	$	22,275,719	$	162,012	$	22,437,731	$	29,499,219	$	30,464	$	29,529,683	$	28,221,274	$	32,388	$	28,253,662

	Six Months Ended March 31, 2021						Six Months Ended March 31, 2020						Six Months Ended March 31, 2022						Six Months Ended March 31, 2021
	Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues		Gas utility		Non utility		Total operating revenues
Natural Gas (Billed and Unbilled):
Residential	$	28,648,746	$	0	$	28,648,746	$	25,177,242	$	0	$	25,177,242	$	31,317,001	$	0	$	31,317,001	$	28,648,746	$	0	$	28,648,746
Commercial		15,254,631		0		15,254,631		12,102,779		0		12,102,779		16,873,030		0		16,873,030		15,254,631		0		15,254,631
Industrial and Transportation		2,476,144		0		2,476,144		2,570,669		0		2,570,669		2,665,252		0		2,665,252		2,476,144		0		2,476,144
Other		256,169		65,905		322,074		333,461		321,859		655,320		361,863		61,889		423,752		256,169		65,905		322,074
Total contracts with customers		46,635,690		65,905		46,701,595		40,184,151		321,859		40,506,010		51,217,146		61,889		51,279,035		46,635,690		65,905		46,701,595
Alternative Revenue Programs		1,069,084		0		1,069,084		1,717,174		0		1,717,174		1,513,728		0		1,513,728		1,069,084		0		1,069,084
Total operating revenues	$	47,704,774	$	65,905	$	47,770,679	$	41,901,325	$	321,859	$	42,223,184	$	52,730,874	$	61,889	$	52,792,763	$	47,704,774	$	65,905	$	47,770,679

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 created under these tariff-based sales include commodity (the cost of natural gas sold to customers) and delivery (transporting 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. 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.

RGC RESOURCES, INC. AND SUBSIDIARIES

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 industrial 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. Regarding these activities, the customer is invoiced monthly based on services provided. 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, and the SAVE Plan over/under collection mechanism, which adjusts revenues for the differences between SAVE Plan revenues billed to customers and the revenue earned, as calculated based on the timing and extent of infrastructure replacement completed during the period. These amounts are ultimately collected from, or returned to, customers through future rate changes as approved by the SCC.

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

Customer ~~Accounts Receivable~~AccountsReceivable 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

Balance at September 30, 2020
$ 2,343,492 $ 1,041,518 $ 1,587,061 $ 1,611,476
Balance at March 31, 2021
7,445,589 1,832,773 851,968 1,605,684
Increase (decrease)
$ 5,102,097 $ 791,255 $ (735,093 ) $ (5,792 )

	Current Assets				Current Liabilities
	Trade accounts receivable(1)		Unbilled revenue(1)		Customer credit balances			Customer deposits
Balance at September 30, 2021	$	3,722,916	$	1,191,227	$	1,539,680		$	1,571,342
Balance at March 31, 2022		7,872,022		3,057,298		682,959			1,583,542
Increase (decrease)	$	4,149,106	$	1,866,071	$	(856,721	)	$	12,200

⁽¹⁾ Included in accounts receivable in the condensed consolidated balance sheet. Amounts shown net of reserve for ~~bad debts.~~credit losses.

The Company had no significant contract assets or liabilities during the period. Furthermore, the Company did not incur any significant costs to obtain contracts.

3.4.

Income Taxes

~~A reconciliation~~The effective tax rate for the three month and six month periods ended March 31, 2022 reflected in the table below are higher than the corresponding periods in fiscal 2021 and the combined federal and state statutory rate of ~~income~~25.74%. The increase in the effective tax ~~expense from applying~~rate corresponds to the ~~federal statutory rates~~recognition of a deferred tax asset associated with the impairment of the Company's investment in ~~effect for each period to total income tax expense is presented below:~~the LLC.

Three Months Ended March 31,

Six Months Ended March 31,

2021

2020

2021

2020

Income before income taxes
$ 6,375,413 $ 7,467,808 $ 12,623,680 $ 12,716,331
Corporate federal tax rate
21.0 % 21.0 % 21.0 % 21.0 %

Income tax expense computed at the federal statutory rate
$ 1,338,837 $ 1,568,240 $ 2,650,973 $ 2,670,430
State income taxes, net of federal tax benefit
305,557 338,631 607,990 588,668
Net amortization of excess deferred taxes on regulated operations
(38,124 ) (38,124 ) (124,332 ) (124,332 )
Other, net
1,665 (81,255 ) (1,692 ) (105,687 )
Total income tax expense
$ 1,607,935 $ 1,787,492 $ 3,132,939 $ 3,029,079

Effective tax rate
25.2 % 23.9 % 24.8 % 23.8 %

RGC RESOURCES, INC. AND SUBSIDIARIES

Excluding the effect of the impairment, the effective tax rate for the three and six month periods ended March 31, 2022 would have been 24.0% and 23.7%, respectively, reflecting the impact of additional tax deductions from the amortization of R&D tax credits deferred as a regulatory liability and the exercise of stock options. The recognition of the impairment resulted in a net loss position for both periods thereby generating a higher effective tax rate as compared to the effective tax rate on the income positions from the corresponding periods in fiscal 2021.

	Three Months Ended March 31,						Six Months Ended March 31,
	2022			2021			2022			2021
Effective tax rate		26.1	%		25.2	%		26.6	%		24.8	%
Effective tax rate - LLC impairment		25.7	%		0			25.7	%		0
Effective tax rate excluding LLC impairment		24.0	%		25.2	%		23.7	%		24.8	%

4.5.

Rates and Regulatory Matters

On ~~March 16, 2020,~~ ~~in response to COVID-~~~~19,~~ ~~the SCC issued an order applicable to all utilities operating in Virginia to suspend disconnection of service to all customers until~~ ~~May 15, 2020,~~ ~~which it subsequently extended through~~ ~~October 5, 2020.~~ The Virginia General Assembly then extended the moratorium for residential customers until the Governor determines that the economic and public health conditions have improved such that the prohibition does ~~not~~ ~~need to remain in place, or until at least~~ 60 days after such declared state of emergency ends, whichever is sooner. Under the moratorium, utilities are prohibited from disconnecting residential customers for non-payment of their natural gas service and from assessing late payment fees; therefore, residential customers that would normally be disconnected for non-payment will continue incurring costs for gas service until the moratorium is removed, resulting in higher potential write-offs. Roanoke Gas continues to evaluate and adjust its provision for bad debts; however, the potential magnitude from the service moratorium continues to be uncertain.

In April 2020, the SCC issued an order allowing regulated utilities in Virginia to defer certain incremental, prudently incurred costs associated with the COVID-19 pandemic and to apply for recovery at a future date. ~~Formal guidance has~~ ~~not~~ ~~been provided by the SCC at this time.~~ Roanoke Gas ~~began deferring~~deferred certain COVID-19 related costs during the firsttwo quarters of fiscal 2022.

In October 2021, ~~and plans to seek recovery~~Roanoke Gas received notification that its application for ARPA funds had been approved. This notification allowed the pending receipt of these ~~deferrals at~~funds to be considered in the ~~appropriate time.~~

~~CARES Act~~valuation of the estimated allowance for credit losses as of September 30, 2021. In November 2021, Roanoke Gas received over $850,000 in ARPA funds ~~have been provided~~ to assist customers with growing past due ~~balances. In~~balances based on arrearage balances as of ~~December 2020,~~August 31, 2021. ~~Roanoke Gas received $403,000 in CARES Act funds. Based on~~The Company applied the ~~guidance provided by the SCC, the Company was able to apply $209,000 of this money~~full amount to eligible customer accounts in December 2021.

6.	Other Investments

Midstream is an approximately 1% equity investment owner of the LLC constructing the MVP, a 303 mile natural gas interstate pipeline from northern West Virginia to southern Virginia. Since inception, the MVP has encountered various legal and regulatory issues that continue to delay the completion of the project. While under construction, AFUDC has provided the majority of the income recognized by Midstream. AFUDC accruals were suspended in November 2021 until such time when growth construction activities are allowed to resume.

Midstream is also a less than 1% investor in Southgate, which is being accounted for under the cost method.

On January 25, 2022, the Fourth Circuit vacated and remanded on specific issues certain permits issued by the Bureau of Land Management and the U.S. Forest Service to the LLC in respect of the Jefferson National Forest. On February 3, 2022, the Fourth Circuit vacated and remanded on specific issues the Biological Opinion and Incidental Take Statement issued by the U.S. Fish and Wildlife Service for MVP. Primarily due to these unfavorable decisions by the Fourth Circuit, Midstream identified as an indicator of ~~2021~~ ~~Customers with eligible arrearage balances~~an other-than-temporary decline in value the increased uncertainty of the completion and commercial operation of MVP and Southgate. As a result, Midstream assessed the value of its investment in the LLC as of ~~April 30, 2021~~February 22, 2022 ~~will be able~~ and March 31, 2022, to ~~apply for~~determine if its investment's carrying value exceeded the ~~remaining CARES Act funds.~~fair value.

Midstream estimated the fair value of its investment in the LLC, with the assistance of a valuation specialist, using an income based approach that primarily considered probability-weighted scenarios of discounted future cash flows based on the estimated project costs at completion and projected revenues. These scenarios reflected assumptions and judgments regarding the ultimate outcome of further matters relating to, or resulting from, the January and February 2022 Fourth Circuit rulings, as well as various other ongoing legal and regulatory matters affecting MVP and Southgate. Such assumptions and judgments also included certain additional potential delays and related cost increases that could result from unfavorable decisions on these proceedings and matters. Midstream’s analysis also took into account, among other things, probability weighted growth expectations from additional compression expansion opportunities. This analysis also considered scenarios under which ongoing or new legal and regulatory matters further delay the completion and increase the total costs of the project; all required legal and regulatory approvals and authorizations and certain compression expansion opportunities are realized; and MVP and Southgate are canceled. As a result of the assessment, Midstream recognized a pre-tax impairment loss of approximately $39.8 million in the second quarter of fiscal 2022. The fair value of the investment in the LLC was determined under a Level 3 measurement considering the significant assumptions and judgments required in estimating the fair value of the Company's investment in the LLC. Investment balances of MVP and Southgate, as of March 31, 2022, are reflected in the table below.

910

RGC RESOURCES, INC. AND SUBSIDIARIES

5.	~~Other Investments~~

~~Midstream~~There is an approximately 1% owner of the LLC constructing the MVP. The LLC has changed its approach in seeking authorization to cross all remaining streams and wetlands on the project route. It requested individual permits from the U.S. Army Corps of Engineers to cross certain streams and wetlands utilizing open cut techniques and has applied to amend the MVP project's CPCN to seek FERC authority to cross certain streams and wetlands utilizing alternative trenchless construction methods. The LLC is targeting a full in-service date for the MVP project in summer ~~2022~~ ~~at a total project cost of approximately $6.2 billion, with Midstream's total cash contribution expected to approach $65 million.~~

~~The LLC suspended accruing AFUDC on the project subsequent to~~ ~~December 31, 2020~~ ~~and until growth construction activities resume and, as a result, Midstream will~~ ~~not~~ ~~recognize AFUDC income from MVP during this suspension. During the~~ ~~first~~ ~~half of fiscal~~ ~~2021,~~ ~~the Company recognized $1,353,000 in AFUDC income related to its~~risk that Midstream’s equity investment in the ~~LLC.~~

~~Roanoke Gas will continue~~LLC may be further impaired in the future. There are ongoing, and potential future legal and regulatory matters related to ~~suspend accruing AFUDC on its~~MVP, any of which could affect the ability to complete or operate the project, as well as legal and regulatory matters related to Southgate that must be resolved. Assumptions and estimates utilized in assessing the fair value of Midstream’s investment in the LLC ~~two~~may ~~gate stations that will interconnect with the MVP until such time as construction activities resume~~change depending on the ~~respective gate stations. Roanoke Gas recognized $55,981~~nature or timing of ~~AFUDC associated with these gate stations during~~resolutions to the ~~first~~ ~~half~~legal and regulatory matters or based on other relevant developments. Adverse changes in circumstances relevant to the likelihood of ~~fiscal~~ ~~2021.~~project or expansion completion could prompt Midstream, in future assessments, to apply lower probability of project or expansion completion and such changes in assumptions or estimates, including discount rates, could have a material adverse effect on the fair value of Midstream’s investment in the LLC and potentially result in an additional impairment, which could have a material adverse effect on the results of operations and financial position of Midstream and the Company as a whole.

Funding for Midstream's investments in the LLC for both ~~the~~ MVP and Southgate ~~projects~~ is being provided through two variable rate unsecured promissory notes, under a non-revolving credit agreement, maturing in December 2022, and ~~two~~three additional notes ~~issued~~as detailed in ~~June 2019.~~ ~~See~~ Note 79. ~~for a schedule of debt instruments.~~

The investments in the LLC are included in the accompanying financial statements as follows:

Balance Sheet location:	March 31, 2021		September 30, 2020		March 31, 2022		September 30, 2021
Other Assets:
MVP	$	60,156,954	$	57,183,063	$	27,237,888	$	64,462,194
Southgate		387,540		359,742		83,363		405,125
Investment in unconsolidated affiliates	$	60,544,494	$	57,542,805	$	27,321,251	$	64,867,319

Current Liabilities:
MVP	$	1,440,329	$	2,501,883	$	772,601	$	2,139,696
Southgate		903		10,554		489		941
Capital contributions payable	$	1,441,232	$	2,512,437	$	773,090	$	2,140,637

	Three Months Ended					Six Months Ended				Three Months Ended						Six Months Ended
Income Statement location:	March 31, 2021			March 31, 2020		March 31, 2021		March 31, 2020		March 31, 2022			March 31, 2021			March 31, 2022		March 31, 2021
Equity in earnings (loss) of unconsolidated affiliate	$	(3,797	)	$	1,188,593	$	1,352,886	$	2,282,679	$	(445	)	$	(3,797	)	$	71,682	$	1,352,886

March 31, 2021

September 30, 2020

Undistributed earnings, net of income taxes, of MVP in retained earnings
$ 7,847,356 $ 6,842,702

		March 31, 2022				September 30, 2021
Undistributed earnings, net of income taxes, of MVP in retained earnings		$	8,134,259			$	8,081,027

The ~~change in~~undistributed earnings does not include the impairment of the investment in ~~unconsolidated affiliates is provided below:~~the LLC.

Six Months Ended

March 31, 2021

March 31, 2020

Cash investment
$ 2,720,008 $ 5,931,060
Change in accrued capital calls
(1,071,205 ) (3,298,038 )
Equity in earnings of unconsolidated affiliate
1,352,886 2,282,679
Change in investment in unconsolidated affiliates
$ 3,001,689 $ 4,915,701

1011

RGC RESOURCES, INC. AND SUBSIDIARIES

The change in the investment in unconsolidated affiliates is provided below:

	Six Months Ended
	March 31, 2022			March 31, 2021
Cash investment	$	3,572,011		$	2,720,008
Change in accrued capital calls		(1,367,548	)		(1,071,205	)
Pre-tax impairment		(39,822,213	)		0
Equity in earnings of unconsolidated affiliate		71,682			1,352,886
Change in investment in unconsolidated affiliates	$	(37,546,068	)	$	3,001,689

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										Income Statements
	Three Months Ended					Six Months Ended					Three Months Ended				Six Months Ended
	March 31, 2021		March 31, 2020			March 31, 2021			March 31, 2020		March 31, 2022		March 31, 2021		March 31, 2022			March 31, 2021
AFUDC	$	0	$	117,754,887		$	133,757,314		$	227,780,361	$	0	$	0	$	6,883,069		$	133,757,314
Other income (expense), net		5,514		(34,575	)		(47,094	)		699,607		9,245		5,514		(35,818	)		(47,094	)
Net income	$	5,514	$	117,720,312		$	133,710,220		$	228,479,968	$	9,245	$	5,514	$	6,847,251		$	133,710,220

	Balance Sheets				Balance Sheets
	March 31, 2021		September 30, 2020		March 31, 2022		September 30, 2021
Assets:
Current assets	$	163,664,436	$	513,713,429	$	118,201,286	$	208,961,113
Construction work in progress		5,935,832,366		5,536,248,668		6,514,077,686		6,281,991,035
Other assets		2,363,875		4,597,441		1,190,042		980,410
Total assets	$	6,101,860,677	$	6,054,559,538	$	6,633,469,014	$	6,491,932,558

Liabilities and Equity:
Current liabilities	$	184,699,507	$	187,581,804	$	146,102,517	$	200,441,027
Noncurrent liabilities		303,706		245,000		45,000		13,000
Capital		5,916,857,464		5,866,732,734		6,487,321,497		6,291,478,531
Total liabilities and equity	$	6,101,860,677	$	6,054,559,538	$	6,633,469,014	$	6,491,932,558

6.7.

Derivatives and Hedging

The Company’s hedging and derivative policy allows management to enter into derivatives for the purpose of managing the commodity and financial market risks of its business operations, including the price of natural gas and the cost of borrowed funds. This policy specifically prohibits the use of derivatives for speculative purposes.

The Company has ~~three~~5 interest rate swaps associated with its variable rate ~~debt.~~debt as of March 31, 2022. During fiscal 2021, Roanoke Gas entered into 2 delayed draw variable-rate term notes in the amounts of $15 million and $10 million, with corresponding swap agreements to convert the variable interest rates into fixed rates of 2.00% and 2.49%, respectively. Proceeds of $5 million associated with the $10 million delayed draw note were received on April 1, 2022; therefore, the swap associated with that note has ~~a swap agreement that effectively converts~~no financial impact during the ~~$7,000,000 term note based on LIBOR into fixed-rate debt with a 2.30% effective interest rate.~~current period. Midstream has ~~two~~2 swap agreements corresponding to the ~~$14,000,000~~$14 million and ~~$10,000,000~~$10 million variable rate term notes. The swap agreements convert these ~~two~~2 notes into fixed rate instruments with effective interest rates of 3.24% and 3.14%, respectively. In addition, on November 1, 2021, Midstream entered into a promissory note in the amount of $8 million, with a corresponding swap agreement to convert the variable interest rate into a fixed rate of 2.443%. The swaps qualify as cash flow hedges with changes in fair value reported in other comprehensive income. No portion of the swaps were deemed ineffective during the periods presented.

RGC RESOURCES, INC. AND SUBSIDIARIES

The Company had no outstanding derivative instruments for the purchase of natural gas.

The fair value of the current and non-current portions of the interest rate swaps are reflected in the condensed consolidated balance sheets under the caption interest rate swaps. The table in Note 810 reflects the effect on income and other comprehensive income of the Company's cash flow hedges.

8.	Short-Term Debt

On March 31, 2022, Roanoke Gas entered into an unsecured line-of-credit agreement replacing the line-of-credit agreement dated March 25, 2021. The agreement provides for a variable interest rate based upon Daily Simple SOFR plus 1.10% and multiple tier borrowing limits to accommodate seasonal borrowing demands. The Company's total available borrowing limits during the term of the line-of-credit agreement range from $21,000,000 to $33,000,000. The line-of-credit agreement will expire on March 31, 2023, unless extended. The Company anticipates being able to extend or replace the credit line upon expiration. As of March 31, 2022, the Company had 0 outstanding balance under its line-of-credit agreement.

In connection with the line-of-credit, the Company also entered into the Seventh Amendment to Credit Agreement as of March 31, 2022, which amends the original Credit Agreement dated March 31, 2016 and all subsequent amendments. The Amendment aligns the termination date, maximum principal amount available under the line-of-credit, amends certain financial conditions required of Resources, and retains all other terms and requirements of prior credit agreements.

9.	Long-Term Debt

On November 1,2021 Midstream entered into an unsecured promissory note in the principal amount of $8 million with an interest rate based on 30-day LIBOR plus 115 basis points maturing January 1, 2028. Related to this note, Midstream also entered into an interest rate swap agreement that effectively converts the variable rate note into a fixed rate instrument with an effective annual interest rate of 2.443%. The loan will convert into an installment loan with principal pay-down beginning in fiscal 2023. In addition, this note reduces the borrowing capacity defined by the Third Amendment to Credit Agreement and related Promissory Notes. The total borrowing capacity declined from $41 million to $33 million effective with the new promissory note. All other terms of the Third Amendment to Credit Agreement remain unchanged. On March 31, 2022, Midstream applied $10 million from a cash infusion received from Resources to pay down a corresponding amount on the non-revolving credit facility which in turn reduced the total borrowing capacity from $33 million to $23 million.

On September 24, 2021, Roanoke Gas entered into a Loan Agreement ("Agreement") and an unsecured Delayed Draw Promissory Note in the principal amount of $10 million ("Promissory Note"). Under the provisions of the Agreement, Roanoke Gas received the first advance of $5 million on April 1, 2022 with the remaining $5 million to be received on or about October 1, 2022. The Promissory Note has an interest rate of 30-day LIBOR plus 100 basis points and a maturity date of October 1, 2028. The proceeds from this Promissory Note will be used to finance Roanoke Gas' infrastructure enhancement and replacement projects. Also, on September 24, 2021, Roanoke Gas entered into an interest rate swap agreement for $10 million corresponding to the term and draw provisions of the Agreement, which effectively converts the variable rate Promissory Note to a fixed instrument with an effective annual interest rate of 2.49%.

On August 20, 2021, Roanoke Gas entered into an unsecured Delayed Draw Term Note in the principal amount of $15 million ("Term Note") with an interest rate of 1.20% above 30-day SOFR Average per annum maturing on August 20, 2026. In connection with the Term Note, Roanoke Gas also entered into the Sixth Amendment to its Credit Agreement ("Amendment"), which amends the original Credit Agreement with the corresponding bank dated March 31, 2016 and all subsequent amendments. The Amendment aligns the termination date and the maximum principal amount available under the Term Note and retains all other terms and requirements of prior credit agreements. The proceeds from this Term Note will be used to finance Roanoke Gas' infrastructure enhancement and replacement projects, as well as to refinance a portion of its existing debt. Also, on August 20, 2021, Roanoke Gas entered into an interest rate swap agreement for $15 million corresponding to the duration of the Term Note, which effectively converts the variable rate note to a fixed rate instrument with an effective annual interest rate of 2.00%. The Term Note funded in full on October 1, 2021.

1113

RGC RESOURCES, INC. AND SUBSIDIARIES

7.	~~Long-Term Debt~~

On ~~March 25, 2021,~~ ~~Roanoke Gas renewed its unsecured line-of-credit agreement for a~~ ~~two-year term expiring~~ ~~March 31, 2023~~ ~~with a maximum borrowing limit of $40,000,000. Amounts drawn against the agreement are considered to be non-current as the balance under the line-of-credit is~~ ~~not~~ ~~subject to repayment within the next~~ 12~~-month period. The agreement has a variable-interest rate based on~~ 30 day LIBOR plus 100 basis points and an availability fee of 15 basis points and provides multi-tiered borrowing limits associated with the seasonal borrowing demands of the Company. The Company's total available borrowing limits during the term of the agreement range from $14,000,000 to $40,000,000.

Long-term debt consists of the following:

	March 31, 2021					September 30, 2020				March 31, 2022					September 30, 2021
	Principal			Unamortized Debt Issuance Costs		Principal		Unamortized Debt Issuance Costs		Principal			Unamortized Debt Issuance Costs		Principal			Unamortized Debt Issuance Costs
Roanoke Gas Company:
Unsecured senior notes payable, at 4.26% due on September 18, 2034	$	30,500,000		$	130,330	$	30,500,000	$	135,157
Unsecured term note payable, at 30-day LIBOR plus 0.90%, due November 1, 2021		7,000,000			1,945		7,000,000		3,613
Unsecured term notes payable, at 3.58% due on October 2, 2027		8,000,000			31,304		8,000,000		33,712
Unsecured term notes payable, at 4.41% due on March 28, 2031		10,000,000			31,326		10,000,000		32,892
Unsecured term notes payable, at 3.60% due on December 6, 2029		10,000,000			30,824		10,000,000		32,585
RGC Midstream, LLC:
Unsecured term notes payable, at 30-day LIBOR plus 1.35%, due December 29, 2022		29,255,200			20,866		25,475,200		38,728
Unsecured term note payable, at 30-day LIBOR plus 1.15%, due June 12, 2026		14,000,000			12,640		14,000,000		13,844
Unsecured term note payable, at 30-day LIBOR plus 1.20%, due June 1, 2024		10,000,000			7,465		10,000,000		8,644
Roanoke Gas:
Unsecured senior notes payable, at 4.26%, due September 18, 2034										$	30,500,000		$	120,676	$	30,500,000		$	125,502
Unsecured term note payable, at 30-day LIBOR plus 0.90%, due November 1, 2021											0			0		7,000,000			278
Unsecured term notes payable, at 3.58%, due October 2, 2027											8,000,000			26,488		8,000,000			28,896
Unsecured term notes payable, at 4.41%, due March 28, 2031											10,000,000			28,193		10,000,000			29,760
Unsecured term notes payable, at 3.60%, due December 6, 2029											10,000,000			27,301		10,000,000			29,062
Unsecured term note payable, at 30-day SOFR plus 1.20%, due August 20, 2026											15,000,000			0		0			0
Unsecured delayed draw note payable											0			31,064		0			21,545
Midstream:
Unsecured term notes payable, at 30-day LIBOR plus 1.35%, due December 29, 2022											19,330,200			8,942		33,610,200			14,904
Unsecured term note payable, at 30-day LIBOR plus 1.15%, due June 12, 2026											14,000,000			10,233		14,000,000			11,437
Unsecured term note payable, at 30-day LIBOR plus 1.20%, due June 1, 2024											10,000,000			5,107		10,000,000			6,286
Unsecured term note payable, at 30-day LIBOR plus 1.15%, due January 1, 2028											8,000,000			25,918		0			0
Total notes payable, current and non-current		118,755,200			266,700		114,975,200		299,175		124,830,200			283,922		123,110,200			267,670
Line-of-credit, at 30-day LIBOR plus 1.00%, due March 31, 2023											0			—		17,628,897			—
Total long-term debt											124,830,200			283,922		140,739,097			267,670
Less: current maturities of long-term debt		(7,000,000	)		—		0		—		(19,705,200	)		—		(7,000,000	)		—
Total notes payable	$	111,755,200		$	266,700	$	114,975,200	$	299,175
Line-of-credit, at 30-day LIBOR plus 1.00%, due March 31, 2023		9,281,929			-		9,143,606		-
Total long-term debt	$	121,037,129		$	266,700	$	124,118,806	$	299,175
Total long-term debt, net current maturities										$	105,125,000		$	283,922	$	133,739,097		$	267,670

All 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 65% of total capitalization. All of the debt agreements, except for the line-of-credit, provide for priority indebtedness to not exceed 15% of consolidated total assets. The $15 million note and the line-of-credit have an interest coverage ratio requirement of 1.5 which excludes the effect of a non cash impairment on the LLC investments up to the total investment as of December 31, 2021 as revised by the Seventh Amendment to the Credit Agreement. The Company was in compliance with all debt covenants as of March 31, ~~2021~~ 2022and September 30, ~~2020.~~ 2021.

RGC RESOURCES, INC. AND SUBSIDIARIES

8.10.

Other Comprehensive Income (Loss)

A summary of other comprehensive income and loss is provided below:

				Tax									Tax
	Before-Tax			(Expense)			Net-of-Tax				Before-Tax			(Expense)				Net-of-Tax
	Amount			or Benefit			Amount				Amount			or Benefit				Amount
Three Months Ended March 31, 2022
Interest rate swaps:
Unrealized gains										$	1,903,875		$	(490,057	)		$	1,413,818
Transfer of realized losses to interest expense											163,860			(42,179	)			121,681
Net interest rate swaps											2,067,735			(532,236	)			1,535,499
Defined benefit plans:
Amortization of actuarial gains											(15,070	)		3,879				(11,191	)
Other comprehensive income										$	2,052,665		$	(528,357	)		$	1,524,308
Three Months Ended March 31, 2021
Interest rate swaps:
Unrealized gains	$	529,356		$	(136,257	)	$	393,099			$	529,356		$	(136,257	)		$	393,099
Transfer of realized losses to interest expense		136,270			(35,075	)		101,195				136,270			(35,075	)			101,195
Net interest rate swaps		665,626			(171,332	)		494,294				665,626			(171,332	)			494,294
Defined benefit plans:
Amortization of actuarial losses		20,017			(5,153	)		14,864				20,017			(5,153	)			14,864
Other comprehensive income	$	685,643		$	(176,485	)	$	509,158			$	685,643		$	(176,485	)		$	509,158
Three Months Ended March 31, 2020
Interest rate swaps:
Unrealized losses	$	(1,654,962	)	$	425,987		$	(1,228,975	)
Transfer of realized losses to interest expense		16,698			(4,297	)		12,401
Net interest rate swaps		(1,638,264	)		421,690			(1,216,574	)
Defined benefit plans:
Amortization of actuarial losses		22,610			(5,819	)		16,791
Other comprehensive loss	$	(1,615,654	)	$	415,871		$	(1,199,783	)

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

				Tax									Tax
	Before-Tax			(Expense)			Net-of-Tax			Before-Tax			(Expense)			Net-of-Tax
	Amount			or Benefit			Amount			Amount			or Benefit			Amount
Six Months Ended March 31, 2022
Interest rate swaps:
Unrealized gains										$	2,219,858		$	(571,390	)	$	1,648,468
Transfer of realized losses to interest expense											335,723			(86,418	)		249,305
Net interest rate swaps											2,555,581			(657,808	)		1,897,773
Defined benefit plans:
Amortization of actuarial gains											(30,140	)		7,758			(22,382	)
Other comprehensive income										$	2,525,441		$	(650,050	)	$	1,875,391
Six Months Ended March 31, 2021
Interest rate swaps:
Unrealized gains	$	619,126		$	(159,364	)	$	459,762		$	619,126		$	(159,364	)	$	459,762
Transfer of realized losses to interest expense		273,708			(70,451	)		203,257			273,708			(70,451	)		203,257
Net interest rate swaps		892,834			(229,815	)		663,019			892,834			(229,815	)		663,019
Defined benefit plans:
Amortization of actuarial losses		40,034			(10,306	)		29,728			40,034			(10,306	)		29,728
Other comprehensive income	$	932,868		$	(240,121	)	$	692,747		$	932,868		$	(240,121	)	$	692,747
Six Months Ended March 31, 2020
Interest rate swaps:
Unrealized losses	$	(1,304,269	)	$	335,718		$	(968,551	)
Transfer of realized losses to interest expense		20,238			(5,208	)		15,030
Net interest rate swaps		(1,284,031	)		330,510			(953,521	)
Defined benefit plans:
Amortization of actuarial losses		45,220			(11,638	)		33,582
Other comprehensive loss	$	(1,238,811	)	$	318,872		$	(919,939	)

The amortization of actuarial gains and losses, reflected in the preceding table, relate to the unregulated operations of the Company. ~~The~~Actuarial gains and losses attributable to the regulated operations are included as a regulatory asset. See Note 16 for a schedule of regulatory assets. The amortization of actual gains and losses is recognized as a component of net periodic pension and postretirement benefit costs under other income, net.

RGC RESOURCES, INC. AND SUBSIDIARIES

Reconciliation of Accumulated Other Comprehensive Income (Loss)

Accumulated

Other

Interest Rate

Defined Benefit

Comprehensive

Swaps

Plans

Income (Loss)

Balance at September 30, 2020
$ (1,651,213 ) $ (1,796,731 ) $ (3,447,944 )
Other comprehensive income
663,019 29,728 692,747
Balance at March 31, 2021
$ (988,194 ) $ (1,767,003 ) $ (2,755,197 )

							Accumulated
							Other
	Interest Rate			Defined Benefit			Comprehensive
	Swaps			Plans			Income (Loss)
Balance at September 30, 2021	$	(888,210	)	$	(647,224	)	$	(1,535,434	)
Other comprehensive income (loss)		1,897,773			(22,382	)		1,875,391
Balance at March 31, 2022	$	1,009,563		$	(669,606	)	$	339,957

9.11.

Commitments and Contingencies

~~The outbreak of~~ COVID-19 and the related pandemic continues to impact local, state, national and global economies. Supply chain disruptions, labor shortages and inflation have supplanted quarantines and government restrictions as the primary examples of matters impacting economic conditions. Significant progress was made in distributing and administering vaccines to the public, which has allowed a ~~significant effect on businesses~~return to mostly normal operating conditions. Restrictions implemented as a result of the pandemic have eased, allowing for increased business, recreational and ~~individuals throughout~~travel activities. Natural gas consumption by the ~~nation and the world. The~~Company’s commercial customers has returned to pre-pandemic levels. However, future surges in COVID-19 pandemic has forced all levels of government, as well as businesses and individuals, to take actions to limit the spread of the disease. The result has been a significant disruption to normal activities as many businesses have either shut down or are operating on a limited basis resulting in higher unemployment and government imposed social distancing mandates over the past year. With the increased distribution and acceptance of vaccines, some restrictions imposed to limit the spread and transmission of the virus have been reduced allowing for some return to normalcy. However, the existence of variant strains of the virus and reduced focus on safety measures ~~may~~ ~~lead to a resurgence in~~ infections ~~and~~ could result in ~~additional restrictions. The extent to which COVID-~~19 ~~will affect~~ the ~~Company over future periods will depend on ongoing developments, which are highly uncertain and cannot be reasonably predicted, including the duration~~reinstatement of some or all of the ~~outbreak,~~restrictions previously in place. Management continues to monitor current conditions to ensure the ~~continued easing~~continuation of ~~restrictions~~safe and reliable service to ~~businesses~~customers and ~~individuals,~~to maintain the ~~potential for a resurgence~~safety of the ~~virus, including variants, and the effectiveness and timeliness of vaccines, among other factors.~~Company's employees.

~~10.~~12.

Earnings Per Share

Basic earnings per common share for the three and six months ended March 31, ~~2021~~2022 and ~~2020~~2021 were calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per common share were calculated by dividing net income by the weighted average common shares outstanding during the period plus potential dilutive common shares.

A reconciliation of basic and diluted earnings per share is presented below:

	Three Months Ended March 31,				Six Months Ended March 31,				Three Months Ended March 31,					Six Months Ended March 31,
	2021		2020		2021		2020		2022			2021		2022			2021
Net income	$	4,767,478	$	5,680,316	$	9,490,741	$	9,687,252
Net income (loss)									$	(24,494,429	)	$	4,767,478	$	(20,909,900	)	$	9,490,741
Weighted average common shares		8,217,822		8,122,157		8,192,533		8,101,887		8,486,518			8,217,822		8,434,689			8,192,533
Effect of dilutive securities:
Options to purchase common stock		12,828		22,806		13,621		27,331		0			12,828		0			13,621
Diluted average common shares		8,230,650		8,144,963		8,206,154		8,129,218		8,486,518			8,230,650		8,434,689			8,206,154
Earnings per share of common stock:
Earnings (loss) per share of common stock:
Basic	$	0.58	$	0.70	$	1.16	$	1.20	$	(2.89	)	$	0.58	$	(2.48	)	$	1.16
Diluted	$	0.58	$	0.70	$	1.16	$	1.19	$	(2.89	)	$	0.58	$	(2.48	)	$	1.16

1316

RGC RESOURCES, INC. AND SUBSIDIARIES

~~11.~~13.

Employee Benefit Plans

The Company has both a pension plan and a postretirement plan. The pension plan covers the Company’s employees hired before January 1, 2017 and provides retirement income based on years of service and employee compensation. The postretirement plan provides certain health care and supplemental life insurance benefits to retired employees who meet specific age and service requirements. Net pension plan and postretirement plan expense is detailed as follows:

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	March 31,						March 31,						March 31,						March 31,
	2021			2020			2021			2020			2022			2021			2022			2021
Components of net periodic pension cost:
Service cost	$	183,570		$	172,902		$	367,140		$	345,804		$	162,072		$	183,570		$	324,144		$	367,140
Interest cost		243,785			265,557			487,570			531,114			253,279			243,785			506,558			487,570
Expected return on plan assets		(503,936	)		(459,156	)		(1,007,872	)		(918,312	)		(457,888	)		(503,936	)		(915,776	)		(1,007,872	)
Recognized loss		125,535			113,936			251,070			227,872			36,600			125,535			73,200			251,070
Net periodic pension cost	$	48,954		$	93,239		$	97,908		$	186,478
Net periodic pension cost (benefit)													$	(5,937	)	$	48,954		$	(11,874	)	$	97,908

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	March 31,						March 31,						March 31,						March 31,
	2021			2020			2021			2020			2022			2021			2022			2021
Components of postretirement benefit cost:
Service cost	$	35,172		$	41,970		$	70,344		$	83,940		$	24,450		$	35,172		$	48,900		$	70,344
Interest cost		107,623			132,869			215,246			265,738			110,930			107,623			221,860			215,246
Expected return on plan assets		(149,122	)		(137,599	)		(298,244	)		(275,198	)		(166,541	)		(149,122	)		(333,082	)		(298,244	)
Recognized loss		38,664			59,343			77,328			118,686			0			38,664			0			77,328
Net postretirement benefit cost	$	32,337		$	96,583		$	64,674		$	193,166
Net postretirement benefit cost (benefit)													$	(31,161	)	$	32,337		$	(62,322	)	$	64,674

The components of net periodic benefit cost, other than the service cost component, are included in other income, net in the condensed consolidated statements of income. Service cost is included in operations and maintenance expense in the condensed consolidated statements of income.

The table below reflects the Company's actual contributions made fiscal year-to-date and the expected remaining contributions to be made during the balance of the current fiscal year.

	Fiscal Year-to-Date Contributions		Remaining Fiscal Year Contributions
Pension plan	$	0	$	500,000
Postretirement plan		0		400,000
Total	$	0	$	900,000

~~12.~~14.

Fair Value Measurements

FASB ASC No. 820, Fair Value Measurements and Disclosures, established a fair value hierarchy that prioritizes each input to the valuation method used to measure fair value of financial and nonfinancial assets and liabilities that are measured and reported on a fair value basis into one of the following three 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.

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RGC RESOURCES, INC. AND SUBSIDIARIES

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 for the asset or liability at the measurement date.

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).

The following table summarizes the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as required by existing guidance and the fair value measurements by level within the fair value hierarchy:

	Fair Value Measurements - March 31, 2021								Fair Value Measurements - March 31, 2022
			Quoted		Significant						Quoted		Significant
			Prices		Other		Significant				Prices		Other		Significant
			in Active		Observable		Unobservable				in Active		Observable		Unobservable
	Fair		Markets		Inputs		Inputs		Fair		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)		Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Interest rate swaps									$	1,359,498	$	0	$	1,359,498	$	0
Total									$	1,359,498	$	0	$	1,359,498	$	0

Liabilities:
Natural gas purchases	$	124,948	$	0	$	124,948	$	0	$	1,355,281	$	0	$	1,355,281	$	0
Interest rate swaps		1,330,722		0		1,330,722		0
Total	$	1,455,670	$	0	$	1,455,670	$	0	$	1,355,281	$	0	$	1,355,281	$	0

Fair Value Measurements - September 30, 2020

Quoted

Significant

Prices

Other

Significant

in Active

Observable

Unobservable

Fair

Markets

Inputs

Inputs

Value

(Level 1)

(Level 2)

(Level 3)

Liabilities:

Natural gas purchases
$ 470,755 $ 0 $ 470,755 $ 0
Interest rate swaps
2,223,556 0 2,223,556 0
Total
$ 2,694,311 $ 0 $ 2,694,311 $ 0

	Fair Value Measurements - September 30, 2021
			Quoted		Significant
			Prices		Other		Significant
			in Active		Observable		Unobservable
	Fair		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Natural gas purchases	$	2,728,935	$	0	$	2,728,935	$	0
Interest rate swaps		1,196,083		0		1,196,083		0
Total	$	3,925,018	$	0	$	3,925,018	$	0

The fair value of the interest rate swaps are determined by using the counterparty's proprietary models and certain assumptions regarding past, present and future market conditions.

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 weighted average first of the month index prices corresponding to the month of the scheduled payment. At March 31, ~~2021~~2022 and September 30, ~~2020~~2021, the Company had recorded in accounts payable the estimated fair value of the liability valued at the corresponding first of month index prices for which the liability is expected to be settled.

RGC RESOURCES, INC. AND SUBSIDIARIES

The Company’s nonfinancial assets and liabilities 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 required to settle the obligation.

The carrying value of cash and cash equivalents, accounts receivable, borrowings under line-of-credit, accounts payable (with the exception of the timing difference under the asset management contract), 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.

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

The following table summarizes the fair value of the Company’s financial assets and liabilities that are not adjusted to fair value in the financial statements:

	Fair Value Measurements - March 31, 2021								Fair Value Measurements - March 31, 2022
			Quoted		Significant						Quoted		Significant
			Prices		Other		Significant				Prices		Other		Significant
			in Active		Observable		Unobservable				in Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs		Carrying		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)		Value		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Current maturities of long-term debt	$	7,000,000		0		0	$	7,000,000	$	19,705,200	$	0	$	0	$	19,765,421
Notes payable		111,755,200	$	0	$	0		118,949,157		105,125,000		0		0		107,952,588
Total	$	118,755,200	$	0	$	0	$	125,949,157	$	124,830,200	$	0	$	0	$	127,718,009

	Fair Value Measurements - September 30, 2020								Fair Value Measurements - September 30, 2021
			Quoted		Significant						Quoted		Significant
			Prices		Other		Significant				Prices		Other		Significant
			in Active		Observable		Unobservable				in Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs		Carrying		Markets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)		Value		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Current maturities of long-term debt									$	7,000,000	$	0	$	0	$	7,000,000
Notes payable	$	114,975,200	$	0	$	0	$	124,740,970		116,110,200		0		0		124,691,896
Total	$	114,975,200	$	0	$	0	$	124,740,970	$	123,110,200	$	0	$	0	$	131,691,896

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 instruments with a corresponding maturity period and estimated credit spread extrapolated based on market conditions since the issuance of the debt.

FASB 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. As of March 31, ~~2021~~2022 and September 30, ~~2020~~2021, no0 single customer accounted for more than 5% of the total accounts receivable balance. The Company maintains certain credit standards with its customers and requires a customer deposit if such evaluation warrants.

~~13.~~15.

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 chief operating decision maker in deciding how to allocate resources and assess performance. The Company uses operating income and equity in earnings to assess segment performance.

Intersegment transactions are recorded at cost.

RGC RESOURCES, INC. AND SUBSIDIARIES

The reportable segments disclosed herein are defined as follows:

Gas Utility - The natural gas segment of the Company generates revenue from its tariff rates and other regulatory mechanisms through which it provides 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 ~~MVP and Southgate projects.~~LLC.

Parent and Other - The category parent and other includes the unregulated activities of the Company as well as certain corporate eliminations.

Information related to the segments of the Company are provided below:

	Three Months Ended March 31, 2022
	Gas Utility		Investment in Affiliates			Parent and Other		Consolidated Total
Operating revenues	$	29,499,219	$	0		$	30,464	$	29,529,683
Depreciation		2,268,704		0			0		2,268,704
Operating income (loss)		7,528,839		(108,987	)		23,536		7,443,388
Equity in earnings (loss)		0		(445	)		0		(445	)
Impairment of investments in affiliates		0		(39,822,213	)		0		(39,822,213	)
Interest expense		751,038		352,806			0		1,103,844
Income (loss) before income taxes		7,117,202		(40,279,495	)		23,689		(33,138,604	)

	Three Months Ended March 31, 2021
	Gas Utility		Investment in Affiliates			Parent and Other		Consolidated Total
Operating revenues	$	28,221,274	$	0		$	32,388	$	28,253,662
Depreciation		2,128,304		0			0		2,128,304
Operating income (loss)		7,175,532		(102,295	)		26,189		7,099,426
Equity in earnings (loss)		0		(3,797	)		0		(3,797	)
Interest expense		707,532		300,232			0		1,007,764
Income (loss) before income taxes		6,750,004		(400,880	)		26,289		6,375,413

1620

RGC RESOURCES, INC. AND SUBSIDIARIES

	Six Months Ended March 31, 2022
	Gas Utility		Investment in Affiliates			Parent and Other		Consolidated Total
Operating revenues	$	52,730,874	$	0		$	61,889	$	52,792,763
Depreciation		4,539,398		0			0		4,539,398
Operating income (loss)		12,933,155		(160,547	)		49,203		12,821,811
Equity in earnings		0		71,682			0		71,682
Impairment of investments in affiliates		0		(39,822,213	)		0		(39,822,213	)
Interest expense		1,515,901		692,799			0		2,208,700
Income (loss) before income taxes		12,076,384		(40,596,376	)		49,521		(28,470,471	)

	Six Months Ended March 31, 2021
	Gas Utility		Investment in Affiliates			Parent and Other		Consolidated Total
Operating revenues	$	47,704,774	$	0		$	65,905	$	47,770,679
Depreciation		4,281,702		0			0		4,281,702
Operating income (loss)		12,788,574		(153,142	)		45,381		12,680,813
Equity in earnings		0		1,352,886			0		1,352,886
Interest expense		1,411,862		615,731			0		2,027,593
Income before income taxes		11,986,004		592,045			45,631		12,623,680

	March 31, 2022
	Gas Utility		Investment in Affiliates(1)		Parent and Other		Consolidated Total
Total assets	$	240,934,602	$	27,465,020	$	19,958,863	$	288,358,485

⁽¹⁾ Decrease in total assets resulted from the MVP and Southgate impairment. See Note 6 for additional information.

	September 30, 2021
	Gas Utility		Investment in Affiliates		Parent and Other		Consolidated Total
Total assets	$	231,737,427	$	65,686,376	$	12,685,390	$	310,109,193

RGC RESOURCES, INC. AND SUBSIDIARIES

~~Information related to the segments of the Company are provided below:~~

Three Months Ended March 31, 2021

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Operating revenues
$ 28,221,274 $ 0 $ 32,388 $ 28,253,662
Depreciation
2,128,304 0 0 2,128,304
Operating income (loss)
7,175,532 (102,295 ) 26,189 7,099,426
Equity in earnings (loss)
0 (3,797 ) 0 (3,797 )
Interest expense
707,532 300,232 0 1,007,764
Income (loss) before income taxes
6,750,004 (400,880 ) 26,289 6,375,413

Three Months Ended March 31, 2020

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Operating revenues
$ 22,275,719 $ 0 $ 162,012 $ 22,437,731
Depreciation
1,988,216 0 0 1,988,216
Operating income (loss)
6,988,528 (69,526 ) 80,614 6,999,616
Equity in earnings
0 1,188,593 0 1,188,593
Interest expense
661,997 376,296 0 1,038,293
Income before income taxes
6,642,411 744,698 80,699 7,467,808

Six Months Ended March 31, 2021

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Operating revenues
$ 47,704,774 $ 0 $ 65,905 $ 47,770,679
Depreciation
4,281,702 0 0 4,281,702
Operating income (loss)
12,788,574 (153,142 ) 45,381 12,680,813
Equity in earnings
0 1,352,886 0 1,352,886
Interest expense
1,411,862 615,731 0 2,027,593
Income before income taxes
11,986,004 592,045 45,631 12,623,680

Six Months Ended March 31, 2020

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Operating revenues
$ 41,901,325 $ 0 $ 321,859 $ 42,223,184
Depreciation
3,976,721 0 0 3,976,721
Operating income (loss)
12,030,013 (108,117 ) 159,699 12,081,595
Equity in earnings
0 2,282,679 0 2,282,679
Interest expense
1,380,850 742,628 0 2,123,478
Income before income taxes
11,121,293 1,435,052 159,986 12,716,331

March 31, 2021

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Total assets
$ 218,924,307 $ 60,987,637 $ 12,252,094 $ 292,164,038

September 30, 2020

Gas Utility

Investment in Affiliates

Parent and Other

Consolidated Total

Total assets
$ 211,994,364 $ 57,660,105 $ 12,025,038 $ 281,679,507

~~14.~~16.

Regulatory Assets and Liabilities

The Company’s regulated operations follow the accounting and reporting requirements of FASB ASC No. 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 ordinarily be charged to expense by an unregulated enterprise. When this situation occurs, costs are deferred as assets in the condensed consolidated balance sheet (regulatory assets) and amortized into expense over periods 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 FASB ASC No. 980 no longer apply to any or all regulatory assets or liabilities, the Company would write off such amounts and include the effects in the condensed consolidated statements of income and comprehensive income in the period which FASB ASC No. 980 no longer applied.

Regulatory assets included in the Company’s accompanying balance sheets are as follows:

	March 31, 2022		September 30, 2021
Assets:
Current Assets:
Regulatory assets:
WNA revenues	$	1,808,525	$	8,104
Under-recovery of gas costs		0		5,048,164
Under-recovery of SAVE Plan revenues		0		305,502
Accrued pension and postretirement medical		103,340		206,679
Other deferred expenses		85,211		88,004
Total current		1,997,076		5,656,453
Utility Property:
In service:
Other		11,945		11,945
Construction work in progress:
AFUDC		386,189		386,189
Other Assets:
Regulatory assets:
Premium on early retirement of debt		1,427,340		1,484,433
Accrued pension and postretirement medical		5,154,713		5,154,713
Other deferred expenses		123,962		130,613
Total non-current		6,706,015		6,769,759

Total regulatory assets	$	9,101,225	$	12,824,346

1722

RGC RESOURCES, INC. AND SUBSIDIARIES

Regulatory ~~assets included in the Company’s accompanying balance sheets are as follows:~~

March 31, 2021

September 30, 2020

Assets:

Current Assets:

Regulatory assets:

WNA
$ 583,539 $ 0
Under-recovery of gas costs
747,232 1,733,718
Under-recovery of SAVE Plan revenues
20,021 108,550
Accrued pension and postretirement medical
288,365 576,731
Other deferred expenses
84,315 84,315
Total current
1,723,472 2,503,314
Utility Property:

In service:

Other
11,945 11,945
Construction work in progress:

AFUDC
386,189 330,208
Other Assets:

Regulatory assets:

Premium on early retirement of debt
1,541,527 1,598,620
Accrued pension and postretirement medical
9,156,546 9,156,546
Other deferred expenses
276,565 214,928
Total non-current
10,974,638 10,970,094

Total regulatory assets
$ 13,096,244 $ 13,815,561

~~Regulatory~~ liabilities included in the Company’s accompanying balance sheets are as follows:

	March 31, 2021		September 30, 2020		March 31, 2022		September 30, 2021
Liabilities and Stockholders' Equity:
Current Liabilities:
Regulatory liabilities:
WNA		0		601,784
Excess deferred income taxes		205,353		205,353
Other deferred liabilities		17,020		83,176
Over-recovery of gas costs					$	98,776	$	0
Over-recovery of SAVE Plan revenues						102,879		0
Deferred income taxes						332,361		329,959
Supplier refunds						2,661,043		0
Total current		222,373		890,313		3,195,059		329,959
Deferred Credits and Other Liabilities:
Asset retirement obligations		7,396,895		7,180,982		7,876,084		7,628,958
Regulatory cost of retirement obligations		13,122,705		12,678,043		14,126,243		13,640,567
Regulatory Liabilities:
Excess deferred income taxes		10,561,654		10,729,082
Deferred income taxes						12,706,518		12,891,242
Total non-current		31,081,254		30,588,107		34,708,845		34,160,767

Total regulatory liabilities	$	31,303,627	$	31,478,420	$	37,903,904	$	34,490,726

As of March 31, ~~2021~~2022 and September 30, ~~2020~~2021, the Company had regulatory assets in the amount of ~~$13,084,299~~$9,089,280 and ~~$13,803,616,~~$12,812,401, respectively, on which the Company did not earn a return during the recovery period.

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

~~15.~~17.

Subsequent Events

On April 1, 2022, Roanoke Gas received a $5 million advance associated with its $10 million unsecured delayed draw note payable. The remaining $5 million is expected to be drawn on or about October 1, 2022. See Note 9 for additional information.

The Company has evaluated subsequent events through the date the financial statements were issued. There were no items not otherwise disclosed which would have materially impacted the ~~Company's~~Company’s condensed ~~consolidated~~ financial statements.

1923

RGC RESOURCES, INC. AND SUBSIDIARIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements that relate to future transactions, events or expectations. In addition, Resources may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, 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 Item 1A “Risk Factors” in the Company’s ~~2020~~2021 Annual Report on Form ~~10-K.~~10-K and this Form 10-Q. All of 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,” “expect,” “objective,” “projection,” “forecast,” “budget,” “assume,” “indicate” or similar words or future or conditional verbs such as “will,” “would,” “should,” “can,” “could” or “may” 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.

The three-month and six-month earnings presented herein should not be considered as reflective of the Company’s consolidated financial results for the fiscal year ending September 30, ~~2021.~~2022. The total revenues and margins realized during the first six months reflect higher billings due to the weather sensitive nature of the natural gas business.

COVID-19

As ~~was~~ discussed under Item 1A "Risk Factors" in the ~~Company's 2020~~Company’s 2021 Annual Report on Form 10-K, COVID-19 and the resulting pandemic ~~continue~~continues to have a lingering impact ~~the~~on local, state, national and global economies. ~~The actions taken~~Supply chain disruptions, labor shortages and inflation, compounded by other world events, have continued as the primary examples of matters impacting economic conditions. Significant portions of the population have been vaccinated, which has contributed to ~~limit~~a return to mostly normal operating conditions. Most restrictions implemented as a result of the ~~spread~~pandemic have been eased, including Virginia’s state of emergency, allowing for increased business, recreational and ~~overcome~~travel activities. Natural gas consumption by the ~~virus have disrupted normal activities~~Company’s commercial customers has returned to pre-pandemic levels. However, the easing of restrictions and the evolution of variant strains of COVID-19 may lead to a rise in infections nationally and throughout the ~~Company's~~Company’s service territory. Management continues to monitor current conditions to ensure the continuation of safe and reliable service to customers and to maintain the safety of the Company's employees.

~~Significant progress has been made in distributing and administering vaccines~~

The extent to which the ~~public, which is a critical step on the return~~COVID-19 pandemic will continue to some form of normalcy. Certain restrictions implemented as a result of the pandemic have been eased allowing for increased business, recreational and travel activities. However, the easing of restrictions and the existence of variant strains of COVID-19 may lead to a rise in infections, which could result in the reinstatement of some of the restrictions previously in place.

~~Although~~impact the Company has experienced some decline in natural gas consumption by commercial customers impacted by COVID-19, other customers have increased gas consumption for use in their business processes. When adjusted for variability in weather through the WNA, total commercial and industrial volumes declined by 3% for the quarter and 2% for the six month period, compared to the corresponding periods in the prior year. The decline from the prior year was due to a single industrial customer that switched its primary fuel source from natural gas to an alternate fuel in response to pricing differences. The Company’s volume of gas delivered to residential customers, as adjusted for weather variability through the WNA, reflected nominal increases year over year.

The Company expects the service moratorium, as discussed below under "Regulatory," to continue at least into the summer of 2021. As a result, management continues to closely monitor and evaluate its provision for bad debts. With the moratorium in place, delinquent account balances are continuing to build among customers that have been affected by COVID-19 and other economic events. In February 2021, the Company was able to apply more than $200,000 of CARES Act funds to the delinquent balances of those customers impacted by COVID-19. Total bad debt expense incurred by the Company remains unpredictable as several factors including the duration of the moratorium, the speed and extent in which the economy recovers, the utilization of the remaining CARES Act funding, the extent that restrictions on business remain in place, a potential resurgence in the pandemic or other issues remain uncertain or unknown. Any improvements or setbacks among any of the factors listed above could result in a significantly higher or lower level of bad debts as provided for in the consolidated financial statements.

~~The ultimate impact to the Company will depend~~depends on future developments, which are highly uncertain and cannot be reasonably predicted, including the ~~factors listed above. The longer the pandemic continues, the greater~~increase or reduction in governmental restrictions to businesses and individuals, the potential ~~negative financial effect on~~resurgence of the ~~Company and its customers.~~

virus, including variants, as well as efficacy of the vaccines.

2024

RGC RESOURCES, INC. AND SUBSIDIARIES

Overview

Resources is an energy services company primarily engaged in the regulated sale and distribution of natural gas to approximately 63,000 residential, commercial and industrial customers in Roanoke, Virginia and surrounding localities through its Roanoke Gas subsidiary.

~~In addition,~~ As a wholly-owned subsidiary of Resources, Midstream is a more than 1% investor in MVP and a less than 1% investor in Southgate.

Due primarily to decisions in January and February 2022 by the Fourth Circuit vacating and remanding certain permits necessary for the completion of MVP ~~through~~construction and commercial operation, and the greater uncertainty that now exists given the Court’s actions, as well as the consequent actions by project partners to impair their respective investments and revocation of the previously noted summer 2022 in-service target date, Midstream determined that its ~~Midstream subsidiary and provides certain unregulated services through~~investment in the LLC experienced an other-than-temporary decline in value. Accordingly, management recorded a $39.8 million write-down of the value of its ~~Roanoke Gas subsidiary. Currently,~~investments in the ~~unregulated~~second quarter of fiscal 2022. As of March 31, 2022, the total investment in the LLC was $27 million. More information regarding the investment in the LLC is provided under the Equity Investment in Mountain Valley Pipeline section below.

The utility operations of Roanoke Gas ~~represent less than 1% of total revenues of Resources on an annual basis.~~

~~The Company’s utility operations~~ are regulated by the SCC, which oversees the terms, conditions, and rates ~~to be~~ charged to customers for natural gas service, safety standards, extension of service and depreciation. Nearly all of the Company’s revenues, excluding equity in earnings of MVP, are derived from the sale and delivery of natural gas to Roanoke Gas customers based on rates 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.

The Company is also subject to federal regulation from the Department of Transportation in regard to the construction, operation, maintenance, safety and integrity of its transmission and distribution pipelines. FERC regulates the prices for the transportation and delivery of natural gas to the Company’s distribution system and underground ~~storage. The Company~~storage services. In addition, Roanoke Gas is ~~also~~ subject to other regulations which are not necessarily industry specific.

Nearly all of the Company’s annual revenues, excluding equity in earnings of MVP, are derived from the sale and delivery of natural gas to Roanoke Gas customers. The SCC authorizes the rates and fees the Company charges its customers for these services. 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.

On October 10, 2018, Roanoke Gas filed a general rate application requesting an annual increase in customer non-gas base rates. Roanoke Gas implemented the non-gas rates contained in its rate application (or the "interim rates") for natural gas service rendered to customers on or after January 1, 2019. On January 24, 2020, the SCC issued its final order on the general rate application, granting Roanoke Gas an annualized increase in non-gas base rates of $7.25 million. In March 2020, the Company refunded $3.8 million to its customers, representing the excess revenues collected plus interest for the difference between the final approved rates and the interim rates billed since January 1, 2019.

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 ~~weather and~~ the ~~cost of natural gas, the Company~~Company's base rates, Roanoke Gas has certain approved rate mechanisms in place that help provide stability in earnings, adjust for volatility in the price of natural gas and provide a return on ~~increased~~qualified infrastructure investment. These mechanisms include the SAVE Rider, WNA, ICC and PGA.

The Company’s non-gas base rates provide for the recovery of non-gas related expenses and a reasonable return to shareholders. These rates are determined based on the filing of a formal non-gas rate application with the ~~SCC utilizing historical and proforma information, including investment in natural gas facilities.~~SCC. Generally, investments related to extending service to new customers are recovered through the additional revenues generated by the non-gas base rates currently in place. The investment in replacing and upgrading existing infrastructure is generally not recoverable until a formal rate application is filed to include the additional investment, and new non-gas base rates are approved. The SAVE ~~Plan and~~ Rider provides the Company with ~~the ability to recover~~a mechanism through which it recovers costs related to ~~these~~ SAVE qualified infrastructure investments on a prospective basis. The SAVE Plan provides a mechanism through which the Company may recover the related depreciation and expenses and provides a return on rate base of the additional capital investments related to improving the Company's infrastructurebasis, until ~~such time~~ a formal rate application is filed to incorporate these investments in ~~the Company's~~ non-gas base rates. The SAVE Plan and Rider were last reset effective January 2019, ~~in connection with~~when the ~~implementation~~recovery of ~~new~~all prior SAVE Plan investment was incorporated into the current non-gas rates. Accordingly, SAVE Plan revenues increased by ~~$261,000~~approximately $193,000 and ~~$585,000~~$416,000 for the three and six month periods ended March 31, ~~2021, respectively,~~2022 compared to the same periods last ~~year. The increases in SAVE revenues reflects~~year, reflecting the ~~continued~~Company's cumulative investment in qualified SAVE Plan infrastructure.

The WNA model reduces the volatility in earnings ~~volatility related~~due to ~~weather~~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 price protection when weather is colder than normal. The WNA allows the Company to recover from its customers the lost margin (excluding gas costs) from the impact of weather that is warmer than normal and correspondingly requires the Company to refund the excess margin earned for weather that is colder than normal. The WNA mechanism used by the Company is based on a linear regression model that determines the value of a single heating degree ~~day.~~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. For the three and six months ended March 31, ~~2021,~~2022, the Company accrued approximately ~~$249,000~~$556,000 and ~~$1,196,000~~$1,800,000 in additional revenues under the WNA model for weather that was 7% and 13% warmer than normal, respectively, compared to approximately $249,000 and $1,196,000 in additional revenue for weather that was 3% and 9% warmer than normal ~~respectively. For~~during the corresponding periods last ~~year, the Company accrued $1,651,000 and $1,817,000 in additional revenues for weather that was approximately 20% and 13% warmer than normal, respectively.~~year. The current WNA year ended on March 31, ~~2021. The~~2022 and the 12 month cumulative WNA balance will be collected from customers ~~during the~~beginning in May ~~2021 billing cycle.~~2022.

2125

RGC RESOURCES, INC. AND SUBSIDIARIES

The Company also has an approved rate structure in place that mitigates the impact of financing costs ~~associated with~~of its natural gas inventory. Under this rate structure, Roanoke Gas recognizes revenue ~~for~~by applying the ~~financing costs, or “carrying costs,” of its inventory. This~~ ICC factor, ~~applied to the cost of inventory is~~ 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.~~

~~During times of rising gas costs and rising inventory levels, Roanoke Gas recognizes ICC revenues~~equity, to ~~offset higher financing costs associated with higher inventory balances. Conversely, during times of decreasing gas costs and lower inventory balances,~~ the ~~Company recognizes less ICC revenue as financing costs are lower. In addition, ICC revenues are impacted by the changes in the weighted-average~~average cost of ~~capital.~~natural gas inventory during the period. Total ICC revenues increased by approximately $33,000 and $84,000, respectively, for the three month and six month periods ended March 31, ~~2021 declined by $20,000 and $49,000, respectively, from~~2022, compared to the ~~same~~corresponding periods last year, ~~primarily due to lower~~as rising natural gas commodity prices in 2021 resulted in a higher average ~~price~~cost of natural gas in storage. As natural gas commodity prices have experienced a significant increase during March and April 2022, the cost of natural gas in storage ~~balances and a reduction in the ICC factor used in calculating these revenues.~~is expected to be higher at September 30, 2022.

The cost of natural gas is a pass-through cost and is independent of the non-gas rates of the Company. 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. ~~The cost of natural gas is a pass-through cost and is independent of the non-gas base rates of the Company.~~ This rate component, referred to as the PGA, allows the Company to pass along to its customers increases and decreases in natural gas costs ~~incurred by its regulated operations. On~~based on a quarterly ~~basis,~~filing, or more ~~frequently~~frequent if necessary, ~~the Company files a PGA rate adjustment request~~ with the ~~SCC to adjust the gas cost component of its rates up or down depending on projected price and activity.~~SCC. Once administrative approval is received, the Company adjusts the gas cost component of its rates to reflect the approved amount. As actual costs 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 ~~those~~ amounts are reflected in customer billings.

~~In February~~Prior to January 2021, the central and eastern sections of the country experienced a polar vortex causing severe cold weather that had a significant short-term impact on energy prices. As the Company receives a majority of its natural gas supply from these regions, the average spot commodity price of gas delivered in February 2021 increased by nearly 200% compared to the prior month. When combined with capacity fee increases implemented by two of the pipelines transporting gas for delivery into Roanoke Gas' distribution system, the higher costs necessitated the Company to file for relief by requesting an increase in its PGA rate effective March 2021. Although, the commodity price of gas returned to normal levels in March 2021, the SCC administratively approved the higher PGA factor through April 2021, allowing the Company to recover the higher gas costs incurred.

~~The~~ Company has recognized significant non-cash income from equity in earnings of MVP inthrough recording of AFUDC. Due to various legal and regulatory challenges, construction on the ~~past, as AFUDC~~pipeline has been ~~recorded during~~halted as has the ~~construction activities. Effective January 1, 2021, the LLC made a determination to temporarily suspend~~ recognition of ~~AFUDC due to delays in~~AFUDC. If or when the permits are reinstated, construction ~~related to the LLC’s change in its approach to seeking authorization to cross all remaining streams~~on MVP could resume and ~~wetlands on the project route. Assuming the necessary approvals are received for the crossings and construction resumes,~~ AFUDC would again be recognized until such time as MVP is placed in service. Once in service, cash earnings will be derived from fees charged by the ~~project is ready~~LLC to ~~be placed into service. Accordingly,~~transport natural gas on the ~~Company did not recognize any AFUDC during the second quarter of fiscal 2021.~~

~~Effective January 1, 2021, Roanoke Gas suspended AFUDC on its two gate stations that will connect to MVP until such time as construction activities resume.~~ pipeline.

Results of Operations

The analysis on the results of operations is based on the consolidated operations of the Company, which is primarily associated with the utility segment. Additional segment analysis is provided ~~in areas where~~when Midstream's investment in affiliates represents a significant component of the comparison.

~~Management~~The Company's operating revenues are affected by the cost of natural gas, as reflected in the consolidated income statement 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 ~~the difference between condensed consolidated income statement line items gas~~ utility revenues ~~and~~less cost of gas, ~~- utility,~~ is a more useful and relevant measure to analyze financial performance. The term gross utility margin is not intended to represent or replace operating income, 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. The following results of operations analyses will reference gross utility margin.

Three Months Ended March 31, ~~2021:~~2022:

Net income decreased by ~~$912,838, or 16%,~~$29,261,907 for the three months ended March 31, ~~2021,~~2022, compared to the same period last year, primarily due to the ~~cessation~~impairment of ~~AFUDC earnings on~~ the Company's investment in ~~MVP.~~the LLC.

2226

RGC RESOURCES, INC. AND SUBSIDIARIES

The tables below reflect operating revenues, volume activity and heating degree-days.

	Three Months Ended March 31,										Three Months Ended March 31,				Increase/
	2021		2020		Increase / (Decrease)			Percentage			2022		2021		(Decrease)			Percentage
Operating Revenues
Gas utility	$	28,221,274	$	22,275,719	$	5,945,555			27	%
Non utility		32,388		162,012		(129,624	)		(80	)%
Gas Utility											$	29,499,219	$	28,221,274	$	1,277,945			5	%
Non Utility												30,464		32,388		(1,924	)		(6	)%
Total Operating Revenues	$	28,253,662	$	22,437,731	$	5,815,931			26	%	$	29,529,683	$	28,253,662	$	1,276,021			5	%
Delivered Volumes
Regulated Natural Gas (DTH)
Residential and Commercial		3,212,413		2,675,117	$	537,296			20	%		3,221,562		3,212,413		9,149			0	%
Transportation and Interruptible		806,981		917,159		(110,178	)		(12	)%		1,020,460		806,981		213,479			26	%
Total Delivered Volumes		4,019,394		3,592,276	$	427,118			12	%		4,242,022		4,019,394		222,628			6	%
HDD (Unofficial)		1,997		1,661		336			20	%
HDD												1,918		1,997		(79	)		(4	)%

Total operating revenues for the three months ended March 31, ~~2021,~~2022, compared to the same period last year, increased by ~~26%~~5% due to a combination of ~~significantly higher natural gas prices and pipeline and storage fees, higher natural gas deliveries and~~ an increase in SAVE revenues, ~~partially offset by a reduction in~~ WNA revenues ~~a decrease in~~and higher transportation and interruptible volumes and a decrease in non-utility revenues. A polar vortex in mid-February 2021 in the central and eastern portions of the country resulted in a temporary spike in the spot prices for natural gas. In addition, two of the pipeline suppliers implemented rate increases on the transportation fees for delivering natural gas into Roanoke's distribution system. As a result of both events, the commodity price of natural gasvolume deliveries. SAVE Plan revenues increased by ~~47% per dth and total pipeline and storage fees increased by 43% for~~approximately $193,000 due to the ~~quarter. These higher costs are passed on to customers through~~continuing investment in qualified SAVE infrastructure projects. Although the ~~PGA mechanism. The quarter~~three months ended March 31, ~~2021~~2022 had ~~20% more~~4% fewer heating degree days than the same period last year, ~~which accounted for the 20% increase in~~ the weather sensitive residential and commercial ~~volumes.~~volumes were nearly unchanged. The ~~revenue impact~~improvement in natural gas deliveries is reflective of increased ~~volumes from colder weather was mitigated by a $1,401,228 reduction~~economic activity in the post-pandemic environment. As described above, the WNA model provided $307,000 in additional revenues as the current period was 7% warmer than normal compared to ~~prior~~weather that was 3% warmer than normal for the same period last year. ~~SAVE Plan revenues increased by $260,848 due to the ongoing investment in qualified SAVE infrastructure projects. The transportation~~Transportation and interruptible volumes, primarily driven by business activity rather than weather, ~~declined~~increased by ~~12% related mostly~~26% due to a single multi-fuel customer that ~~switched~~increased its ~~primary fuel from~~utilization of natural gas tofrom an alternate energy source ~~in response to~~during the ~~rising natural gas commodity prices. Non-utility revenues decreased due to~~quarter. Excluding the ~~completion of a significant long-term contract in fiscal 2020.~~multi-fuel customer's usage from both periods, total transportation and interruptible volumes would have been nearly unchanged.

	Three Months Ended March 31,									Three Months Ended March 31,
	2021		2020		Increase		Percentage			2022		2021		Increase		Percentage
Gross Utility Margin
Gas Utility Revenue	$	28,221,274	$	22,275,719	$	5,945,555		27	%
Gas Utility Revenues										$	29,499,219	$	28,221,274	$	1,277,945		5	%
Cost of Gas - Utility		14,447,057		8,672,997		5,774,060		67	%		14,923,575		14,447,057		476,518		3	%
Gross Utility Margin	$	13,774,217	$	13,602,722	$	171,495		1	%	$	14,575,644	$	13,774,217	$	801,427		6	%

Gross utility margin increased from the same period last year ~~primarily~~ as a result of the aforementioned higher SAVE revenues, WNA and ~~customer growth, partially offset by a reduction in~~ transportation ~~and interruptible deliveries. WNA-adjusted~~ volumes ~~associated with residential and commercial customers~~as well as ICC revenues. ICC revenues increased by ~~more than 3% as compared~~approximately $33,000 due to ~~a 20% increase for the actual volumes. The transportation and interruptible volumes declined by 12% related mostly to a single multi-fuel customer that switched its primary fuel from~~higher natural gas inventory balances attributable to an alternate source. The higher customer base charge revenue reflects a combination of nominal customer growth and the continuing service to delinquent customers as a result of the moratorium for disconnectingrising natural gas ~~service on past due accounts.~~commodity prices.

~~The components of and the change in gas utility margin are summarized below:~~

Three Months Ended March 31,

2021

2020

Increase / (Decrease)

Customer Base Charge
$ 3,652,055 $ 3,610,679 $ 41,376
Carrying Cost
65,446 85,134 (19,688 )
SAVE Plan
550,847 289,999 260,848
Volumetric
9,226,891 7,934,022 1,292,869
WNA
249,330 1,650,558 (1,401,228 )
Other Gas Revenues
29,648 32,330 (2,682 )
Total
$ 13,774,217 $ 13,602,722 $ 171,495

2327

RGC RESOURCES, INC. AND SUBSIDIARIES

The components of and the change in gas utility margin are summarized below:

	Three Months Ended March 31,
	2022		2021		Increase
Customer Base Charge	$	3,666,318	$	3,652,055	$	14,263
Carrying Cost		98,511		65,446		33,065
SAVE Plan		743,992		550,847		193,145
Volumetric		9,470,897		9,226,891		244,006
WNA		556,404		249,330		307,074
Other Revenues		39,522		29,648		9,874
Total	$	14,575,644	$	13,774,217	$	801,427

Operations and maintenance expenses ~~decreased~~increased by ~~$178,679 from~~$310,537, or 8%, over the same period last year primarily due to ~~lower compensation costs and~~higher bad debt expense, corporate insurance premiums, professional services and compensation costs. Bad debt expense increased by $194,000 for the quarter due to higher billings related to rising natural gas prices and delinquent balances. Corporate insurance premiums related to property and liability insurance increased by nearly $43,000, or 17%, due to insurance market conditions. Professional services increased by $44,000 primarily due to costs related to determining the fair value and impairment of the LLC investment.

General taxes increased by $4,428, or 1%, primarily due to higher property taxes related to ongoing investments in infrastructure replacement, system reinforcements and customer growth, net of greater capitalization of payroll and property taxes.

Depreciation expense increased by $140,400, or nearly 7%, on a comparable increase in utility plant balances.

Equity in loss of unconsolidated affiliate was nearly unchanged as no growth construction activities occurred and no AFUDC was recorded. All earnings or losses during the respective quarters relate to income earned on available cash balances, net of expenses. See Equity Investment in Mountain Valley Pipeline section below for additional information.

Impairment of unconsolidated affiliates includes $39,822,213 for an other-than-temporary write down of the Company's investment in the LLC. See Critical Accounting Policies and Estimates and Equity Investment in Mountain Valley Pipeline sections below for further details of the impairment.

Other income, net increased by $56,962, or 20%, primarily due to an approximately $86,000 decrease in the non-service cost components of net periodic benefit costs partially offset by ~~reduced capitalized overheads. Compensation expense declined by $220,000 related to lower benefit costs and the absence of accelerated vesting of officer restricted stock that resulted from~~ a ~~planned retirement~~reduction in the ~~prior year. Bad~~utilization fee. The reduction in the non-service cost component is attributable to the reduction in the amortization of the actuarial losses due to the improved funding position of the defined benefit plans. The utilization fee under the revenue sharing agreement declined per the terms of the asset management agreement with Sequent Energy.

Interest expense increased by $96,080, or 10%, as the total daily average debt outstanding increased by 20% between quarters. The higher borrowing levels, derived from the ongoing investment in the LLC and financing expenditures in support of Roanoke Gas' capital budget, were offset by a 9% reduction in the weighted-average interest rate on the Company's debt.

Roanoke Gas' interest expense ~~declined~~increased by ~~$155,000~~$43,506 primarily due to a $17.2 million increase in total daily average debt outstanding for the ~~quarter~~period, net of a reduction in the average interest rate from 3.73% to 3.23% primarily driven by the issuance of the $15 million note on October 1, 2021 with a 2.00% swap adjusted rate.

RGC RESOURCES, INC. AND SUBSIDIARIES

Midstream's interest expense increased by $52,574 primarily due to a $8.2 million increase in total average debt outstanding for the period and slight increase in the average interest rate from 2.28% to 2.32% associated with the an increase in the average variable interest rate of Midstream's credit facility.

Income tax moved from an expense of $1,607,935 to a benefit of $8,644,175 corresponding to the recognition of the impairment of the Company's investment in the LLC. The effective tax rate was 26.1% and 25.2% for the three month periods ended March 31, 2022 and 2021, respectively. Excluding the effect of the impairment, the effective tax rate would have been 24.0% compared to 25.2% for the same period last year. The reduction in the adjusted effective tax rate is attributable to the amortization of the deferred R&D tax credit associated with the tax credit study.

Six Months Ended March 31, 2022:

Net income decreased by $30,400,641 from $9,490,741 to a net loss of $20,909,900 for the six months ended March 31, 2022, compared to the same period last year, due to the ~~application~~impairment of ~~more~~the Company's investment in the LLC.

The tables below reflect operating revenues, volume activity and heating degree-days.

	Six Months Ended March 31,				Increase/
	2022		2021		(Decrease)			Percentage
Operating Revenues
Gas Utility	$	52,730,874	$	47,704,774	$	5,026,100			11	%
Non Utility		61,889		65,905		(4,016	)		(6	)%
Total Operating Revenues	$	52,792,763	$	47,770,679	$	5,022,084			11	%
Delivered Volumes
Regulated Natural Gas (DTH)
Residential and Commercial		5,132,292		5,262,636		(130,344	)		(2	)%
Transportation and Interruptible		1,797,901		1,623,637		174,264			11	%
Total Delivered Volumes		6,930,193		6,886,273		43,920			1	%
HDD		3,079		3,245		(166	)		(5	)%

Total operating revenues for the six months ended March 31, 2022, compared to the same period last year, increased by 11% due to a combination of higher natural gas commodity prices and pipeline and storage fees and an increase in SAVE and WNA revenues. During the first quarter of fiscal 2022, the Company experienced both rising natural gas prices over the comparable period last year, with the average commodity price declining slightly during the second fiscal quarter and rate increases implemented in the second quarter of fiscal 2021 from the interstate pipelines and underground natural gas storage operators who deliver and store natural gas. These higher costs are passed on to customers through the PGA. SAVE Plan revenues increased by approximately $416,000 due to the continuing investment in qualified SAVE infrastructure projects. The six months ended March 31, 2022 had 5% fewer heating degree days than ~~$200,000~~the same period last year, which resulted in ~~CARES Act funds. As~~a corresponding 2% reduction in the weather sensitive residential and commercial volumes. If adjusted for the WNA effect of the shortfall in heating degree days, the residential and commercial volumes would have been nearly 2% higher than the WNA adjusted volumes in the prior year, reflecting improved economic activity in a post-pandemic environment.

	Six Months Ended March 31,
	2022		2021		Increase		Percentage
Gross Utility Margin
Gas Utility Revenues	$	52,730,874	$	47,704,774	$	5,026,100		11	%
Cost of Gas - Utility		26,239,980		22,147,756		4,092,224		18	%
Gross Utility Margin	$	26,490,894	$	25,557,018	$	933,876		4	%

Gross utility margin increased from the same period last year as a result of the ~~applied funds,~~higher SAVE revenues and WNA in addition to the ~~growth in past due balances was temporarily slowed resulting in a smaller~~ increase in ICC revenues as reflected in the table below. ICC revenues increased by approximately $84,000 due to higher natural gas inventory balances attributable to rising natural gas commodity prices.

RGC RESOURCES, INC. AND SUBSIDIARIES

The components of and the change in gas utility margin are summarized below:

	Six Months Ended March 31,				Increase/
	2022		2021		(Decrease)
Customer Base Charge	$	7,302,995	$	7,274,520	$	28,475
Carrying Cost		275,842		192,202		83,640
SAVE Plan		1,471,365		1,055,545		415,820
Volumetric		15,554,251		15,774,483		(220,232	)
WNA		1,800,421		1,196,301		604,120
Other Revenues		86,020		63,967		22,053
Total	$	26,490,894	$	25,557,018	$	933,876

Operations and maintenance expenses increased by $498,729, or 7%, over the same period last year primarily due to higher bad debt ~~reserves. Total capitalized overheads declined~~expense, corporate insurance premiums and professional services. Bad debt expense increased by ~~$193,000 on a $1.6 million reduction in capital expenditures~~$267,000 due to higher billings related to ~~weather~~rising natural gas prices and ~~project timing.~~delinquencies. Corporate insurance premiums increased by $91,000 due to insurance market conditions. Professional services increased by $60,000 primarily related to costs related to evaluating the Company's investment in the LLC and assessing the level of impairment. Natural gas distribution system maintenance and cyber security enhancements accounted for much of the remaining increase.

General taxes increased by ~~$54,952,~~$33,613, or 9%3%, primarily due to higher property taxes related to ongoing investments in infrastructure replacement, system reinforcements and customer growth.

Depreciation expense increased by ~~$140,088,~~$257,696, or 7%6%, on a comparable increase in utility plant balances.

Equity in earnings of unconsolidated affiliate decreased by ~~$1,192,390,~~$1,281,204, as ~~the LLC ceased recognition of AFUDC on the MVP effective January 2021 until such time as substantive~~no growth construction activities ~~resume.~~occurred. See Equity Investment in Mountain Valley Pipeline section below for ~~more details.~~additional information.

Impairment of unconsolidated affiliates includes the $39,822,213 other-than-temporary write down of the Company's investment in the LLC as discussed further in the Equity Investment in Mountain Valley Pipeline section below.

Other income, net ~~declined~~increased by ~~$30,344~~$49,375, or 8%, primarily due to ~~the absence of the equity portion of AFUDC offset by a $112,000~~an approximately $173,000 decrease in the non-service cost components of net periodic benefit ~~costs. In~~costs partially offset by the ~~final order~~absence of the equity portion of AFUDC on the ~~Company's non-gas rate application, the SCC allowed Roanoke Gas to defer financing costs related to the~~ two ~~natural gas transfer~~gate stations that will interconnect MVP with Roanoke Gas' distribution system ~~with the MVP. Beginning~~and reduction in the second quarter of fiscal 2020, the Company used the industry standard practice of AFUDC to defer these costs for potential recovery in future rate proceedings. As noted above, the LLC stopped recognizing AFUDC related to MVP.utilization fee. Roanoke Gas ~~also suspended~~ceased the recognition of AFUDC on these ~~two gate~~ stations effective January 2021 until such time as construction activities ~~resume to interconnect~~resume. The utilization fee under the ~~MVP~~revenue sharing agreement declined per the terms of the asset management agreement with the Company's distribution system. Under the requirements of ASC 715, the components of net periodic benefit costs other than service cost are to be classified outside of income from operations. The reduction in these costs is attributable to reduced interest cost related to a lower discount rate applied to the benefit plans' liabilities and higher projected earnings on plan assets attributable to asset growth.Sequent Energy.

Interest expense ~~decreased~~increased by ~~$30,529,~~$181,107, or 3%9%, ~~despite~~as the total daily average debt outstanding ~~increasing~~increased by ~~15%~~18% between ~~quarters.~~periods. The higher borrowing levels, derived from the ongoing investment in ~~MVP~~the LLC and financing expenditures in support of Roanoke Gas' capital budget, were offset by ~~a 15%~~an 8% reduction in the ~~weighted average~~weighted-average interest rate on the Company's debt. Interest expense was also impacted by the absence of a credit for the debt portion of AFUDC related to Roanoke's two gate stations due to the cessation of the accrual, partially offset by the prior year interest on the rate refund.

Roanoke Gas' interest expense increased by ~~$45,535~~$104,039 primarily due to a ~~$10.5~~$16 million increase in total average debt outstanding for the period, net of a reduction in the average interest rate from ~~3.86%~~3.63% to ~~3.51%~~3.23% associated with the ~~higher borrowings under~~issuance of the ~~variable rate line-of-credit.~~$15 million note on October 1, 2021 with a 2.00% swap adjusted rate.

Midstream's interest expense ~~decreased~~increased by ~~$76,064. The decline~~$77,068 primarily due to a $7.7 million increase in total average debt outstanding for the ~~average variable interest rate~~period net of ~~Midstream's credit facility resulted~~a slight decrease in the average interest rate ~~on total Midstream debt decreasing~~ from ~~3.09%~~2.34% to ~~2.25%, more than offsetting the effect of the $6,472,000 increase in total average debt outstanding.~~2.30%.

Income tax expense decreased by ~~$179,557~~$10,693,510 to a net tax benefit of $7,560,571, corresponding to ~~a reduction~~the recognition of the impairment of the Company's investment in ~~taxable income.~~the LLC. The effective tax rate was ~~25.2%~~26.6% and ~~23.9%~~24.8% for the ~~three~~six month periods ended March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~The~~Excluding the effect of the impairment, the effective tax rate would have been 23.7% compared to 24.8% for the ~~prior year was lower due to excess deductions related~~same period last year. The reduction in the adjusted effective tax rate is attributable to the ~~vesting~~amortization of ~~restricted stock and~~ the ~~exercise of stock options.~~deferred R&D tax credit associated with the tax credit study conducted in fiscal 2021.

2430

RGC RESOURCES, INC. AND SUBSIDIARIES

~~Six Months Ended March 31, 2021:~~

Net income decreased by $196,511, or 2%, for the six months ended March 31, 2021, compared to the same period last year. Reductions in the earnings of MVP related to AFUDC, net of higher natural gas margins and lower operation and maintenance expenses, were the contributing factors to the earnings decline.

~~The tables below reflect operating revenues, volume activity and heating degree-days.~~

Six Months Ended March 31,

2021

2020

Increase / (Decrease)

Percentage

Operating Revenues

Gas utility
$ 47,704,774 $ 41,901,325 $ 5,803,449 14 %
Non utility
65,905 321,859 (255,954 ) (80 )%
Total Operating Revenues
$ 47,770,679 $ 42,223,184 $ 5,547,495 13 %
Delivered Volumes

Regulated Natural Gas (DTH)

Residential and Commercial
5,262,636 4,924,373 $ 338,263 7 %
Transportation and Interruptible
1,623,637 1,786,741 (163,104 ) (9 )%
Total Delivered Volumes
6,886,273 6,711,114 $ 175,159 3 %
HDD (Unofficial)
3,245 3,101 144 5 %

Total operating revenues for the six months ended March 31, 2021, compared to the same period last year, increased by 13% due to higher natural gas prices and pipeline and storage fees, higher delivered volumes and an increase in SAVE revenues, partially offset by a reduction in WNA revenues, a decrease in transportation and interruptible volumes and a decrease in non-utility revenues. Total delivered volumes increased by 175,159 dth while the weather sensitive residential and commercial volumes increased by 7% due to a 5% increase in heating degree days. After adjusting for WNA, the weather sensitive volumes reflected an increase of 3% as the cooler weather reduced the level of WNA revenues by $620,854. SAVE Plan revenues increased by $584,933 due to the ongoing investment in qualified SAVE infrastructure projects. Transportation and interruptible volumes, which are excluded from the WNA calculations, decreased by 9%, primarily due to the single multi-fuel customer that switched its primary fuel from natural gas to an alternate source as referenced above. Non-utility revenues decreased due to the completion of a significant long-term contract in fiscal 2020, which accounted for more than 75% of total non-utility revenues.

Six Months Ended March 31,

2021

2020

Increase

Percentage

Gross Utility Margin

Gas Utility Revenue
$ 47,704,774 $ 41,901,325 $ 5,803,449 14 %
Cost of Gas - Utility
22,147,756 16,850,803 5,296,953 31 %
Gross Utility Margin
$ 25,557,018 $ 25,050,522 $ 506,496 2 %

Gross utility margin increased from the same period last year primarily as a result of the increased SAVE revenues attributable to the continuing investment in qualified SAVE Plan infrastructure projects. Total WNA-adjusted volumes declined slightly with reductions in interruptible and transportation volumes more than offsetting the higher normalized residential and commercial volumes. The higher customer base charge revenues, associated with customer growth, offset reductions in ICC and other revenues.

~~The components of and the change in gas utility margin are summarized below:~~

Six Months Ended March 31,

2021

2020

Increase / (Decrease)

Customer Base Charge
$ 7,274,520 $ 7,191,428 $ 83,092
Carrying Cost
192,202 241,041 (48,839 )
SAVE Plan
1,055,545 470,612 584,933
Volumetric
15,774,483 15,237,865 536,618
WNA
1,196,301 1,817,155 (620,854 )
Other Gas Revenues
63,967 92,421 (28,454 )
Total
$ 25,557,018 $ 25,050,522 $ 506,496

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

Operations and maintenance expenses decreased by $594,027 from the same period last year primarily due to the write-down and amortization of ESAC regulatory assets during the prior year, lower compensation costs and bad debt expense, partially offset by lower capitalized overheads. In January 2020, the SCC issued their final order on Roanoke Gas' non-gas base rate application. Included in the order approving the rate award on the non-gas base rate application was a requirement to write-down $317,000 in ESAC assets that were not subject to recovery. In addition, the first six months of fiscal 2020 included $153,000 of ESAC asset amortization. No ESAC amortization is included the current year as the Company accelerated recovery of the remaining balance in September 2020. As discussed previously, compensation expense declined by $300,000 primarily due to the vesting of restricted stock in the prior fiscal year. Bad debt expense declined by $185,000 due to the application of more than $200,000 in CARES Act funds to eligible customers with past due balances. Total capitalized overheads declined by $253,000 on reduced capital expenditures related to a combination of weather and project timing.

��

~~General taxes increased by $85,739, or 8%, due to higher property taxes related to ongoing investments in infrastructure replacement, system reinforcements and customer growth.~~

~~Depreciation expense increased by $304,981, or 8%, on a comparable increase in utility plant balances.~~

~~Equity in earnings of unconsolidated affiliate decreased by $929,793, or 41%, due to the cessation of AFUDC recognition by the LLC on the MVP effective January 2021.~~

Other income, net increased by $142,039 primarily due to a $225,000 decrease in the non-service cost components of net periodic benefit costs partially offset by $121,000 reduction in the equity portion of AFUDC on the two gate stations that will interconnect the MVP with Roanoke's distribution system. The Company temporarily stopped recognizing AFUDC on these gate stations effective January 2021 until the resumption of construction activities closer to the completion of the MVP project.

Interest expense decreased by $95,885, or 5%, despite total average debt outstanding increasing by 17% associated with funding Roanoke Gas' capital projects and Midstream's continuing investment in MVP. As a result of the declining interest rates on the Company's variable rate debt, the weighted-average interest rate fell by 16%. Interest expense was also reduced by the absence of rate refund interest in the current year and reduced AFUDC related to the delayed completion of the MVP project.

Roanoke Gas' interest expense increased by $31,012 primarily due to the capitalization of $40,000 less in AFUDC during the current year. Higher interest expense related to a more than $11 million increase in average outstanding debt balances offset the absence of interest on the rate refund from the prior year.

Midstream's interest expense decreased by $126,897. The average interest rate of Midstream's debt declined from 3.13% to 2.27% due to significant reductions in the interest rate on its variable rate debt, which more than offset the $7,120,000 increase in total average debt outstanding during the period.

Income tax expense increased by $103,860 on a less than 1% decline in pre-tax income. The effective tax rate was 24.8% and 23.8% for the six-month periods ended March 31, 2021 and 2020, respectively. A combination of vesting of restricted stock and the exercise of stock options provided additional tax benefits that resulted in a net lower effective tax rate during the prior year.

Critical Accounting Policies and 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 consolidated 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 judgments. Actual results may differ significantly from these estimates and assumptions.

Under the provisions of ASC 323 - Investments - Equity Method and Joint Ventures, the Company is required to evaluate its investment in the LLC to determine if the fair value of the investments are below the carrying amount and if this decline in fair value is considered other-than-temporary. If the results of the evaluation indicate that the decline in fair value is other-than-temporary, then the recognition of an impairment is required. The following events or circumstances would indicate the potential of an other-than-temporary decline in the fair value of the investment in the LLC:

• a prolonged period of time that the fair value is below the investor’s carrying value;

• the current expected financial performance is significantly worse than anticipated when the investor originally invested in the investee;

• adverse regulatory action is expected to substantially reduce the investee’s product demand or profitability;

• the investee has lost significant customers or suppliers with no immediate prospects for replacement;

• the investee’s discounted or undiscounted cash flows are below the investor’s carrying amount; and

• the investee’s industry is declining and significantly lags the performance of the economy as a whole.

The determination of fair value of the Company's investment in the LLC is a significant estimate. Management has conducted quarterly evaluations of its investment in the LLC, with the assistance of a valuation specialist, to determine the fair value utilizing an income approach and probability scenarios of discounted cash flows. In conducting these evaluations, management made a variety of assumptions that it believes to be reasonable. Variations in many of these assumptions could have a significant impact on the calculation of the fair value and the resulting level of impairment recorded. Furthermore, these assumptions are based on the facts and circumstances at the date of the evaluations and are subject to change. See the Equity Investment in Mountain Valley Pipeline section for additional information regarding the LLC valuation and impairment.

There have been no other significant changes to the critical accounting policies as reflected in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2020.~~2021.

Asset Management

Roanoke Gas uses a third-party asset manager to oversee its pipeline transportation, storage rights and gas supply inventories and deliveries. In return for being able to utilize the excess capacities of the transportation and storage rights, the asset manager pays Roanoke Gas a monthly utilization fee. In accordance with an SCC order issued in 2018, a portion of the utilization fee is retained by the Company with the balance passed through to customers through reduced gas costs. The current asset manager ~~contract has been renewed through~~ends on March 31, ~~2022.~~

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~2023.

Equity Investment in Mountain Valley Pipeline

~~While the total MVP project work is approximately 92% complete, recent~~Recent construction activity has been limited ~~based~~based on legal and regulatory challenges. Although certain permits and authorizations were received in the ~~fourth quarter of fiscal 2020 and the~~ first quarter of fiscal ~~2021,~~2022, there remain pending challenges and authorization requests impacting current ~~progress.~~progress including actions by the Fourth Circuit in January and February 2022.

Following a comprehensive review of all outstanding stream and wetland crossings across the approximately 300-mile MVP ~~project~~ route, on February 19, 2021, the LLC submitted (i) a joint application package to each of the Huntington, Pittsburgh and Norfolk Districts of the U.S. Army Corps of Engineers (Army Corps) that requests an individual permit from the Army Corps to cross certain streams and wetlands utilizing open cut techniques (the Army Corps Individual Permit) and (ii) an application to amend the ~~MVP project’s~~MVP's CPCN that ~~seeks~~sought FERC authority to cross certain streams and wetlands utilizing alternative trenchless construction methods. On April 8, 2022, the FERC authorized the amended CPCN.

RGC RESOURCES, INC. AND SUBSIDIARIES

Related to seeking the Army Corps Individual Permit, on March 4, 2021, the LLC submitted applications to each of the West Virginia Department of Environmental Protection (WVDEP) and the Virginia Department of Environmental Quality (VADEQ) seeking Section 401 water quality certification approvals or waivers. While the LLC anticipated that the applications would be acted upon within approximately six months and the agencies are continuing to process the applications, both the VADEQ and WVDEP submitted requests to the Army Corps for additional time to address the applications. Based on ongoing discussions, involving the Army Corps and the VADEQ and WVDEP regarding the requested extensions, the LLC expects that the Army Corps will grant the VADEQ and WVDEP additional review time and, in light of the agencies’ rationales for seeking extensions, is supportive of that action. Taking into account that discussions are ongoing, the likelihood of a longer review period than originally anticipated and, as a result, the potential for certain time of year restrictions (unless waivedwaivers (such approvals or alternative crossing authority is obtained) and seasonal challenges to affect construction, as well as seasonal carrying costs, the LLC is targeting a full in-service date for the MVP project in summer 2022 at a total project cost of approximately $6.2 billion (excluding AFUDC).

In order to complete the MVP project in accordance with the targeted full in-service date and cost, the LLC must, among other things, timely receive the Army Corps Individual Permit (as well as timely receivewaivers, the State 401 Approvals). The State 401 Approvals ~~and, as necessary, certain other state-level approvals) and timely receive authorization from~~were both issued in December 2021. On January 25, 2022, the ~~FERC to amend the CPCN to utilize alternative trenchless construction methods for certain stream and wetland crossings. The LLC also must (i) maintain and, as applicable, timely receive required~~LLC’s authorizations ~~including authorization to proceed with construction,~~ related to the Jefferson National Forest (JNF) received from the Bureau of Land Management and the U.S. Forest Service were vacated and ~~the FERC; (ii) continue to have available the orders previously issued~~remanded on specific issues by the ~~FERC modifying its prior stop work orders~~Fourth Circuit. On February 3, 2022, the Fourth Circuit vacated and ~~extending the LLC’s prescribed time to complete the MVP project; and (iv) continue to be authorized to work under~~remanded on specific issues the Biological Opinion and Incidental Take Statement issued by the United States Department of the Interior’s Fish and Wildlife Service for MVP. On May 3, 2022, the operator for MVP ~~project.~~announced that after evaluating legal options and consulting with the relevant federal agencies, the LLC plans to pursue new authorizations relating to the JNF and new Biological Opinion and Incidental Take Statement; and as a result, the operator is targeting a full in-service date for MVP during the second half of 2023 at a target total project cost of approximately $6.6 billion (excluding AFUDC).

In addition to timely receiving, and subsequently maintaining, new authorizations in respect of the JNF and the Biological Opinion and Incidental Take Statement, the LLC must, in order to complete MVP, among other things, timely receive the Army Corps Individual Permit (as well as timely receive, as necessary, certain other state-level approvals), as well as any necessary extensions from FERC to complete MVP. The LLC also must (i) continue to have available the orders previously issued by the FERC, which are subject to ongoing litigation, modifying its prior stop work orders and extending the LLC’s prescribed time to complete MVP; and (ii) timely receive authorization from the FERC to complete construction work in the portion of the project route currently remaining subject to the FERC's previous stop work order and in the JNF. In each case, any such foregoing or other authorizations must remain in effect notwithstanding any pending or future challenge thereto. Failure to achieve any one of the above items could lead to additional delays and higher project costs.

Resources' ~~current~~ earnings from ~~the~~ MVP ~~investment~~ are primarily attributable to AFUDC income generated by the LLC. As a result of the above-described approach to seeking authorization to cross all remaining streams and wetlands on the project route, limited construction activities on the project are expected during the process to obtain the requisite approvals. Accordingly, theThe LLC temporarily suspended the accrual of AFUDC on the project ~~subsequent~~from January 1, 2021 (due to ~~December 31, 2020 and until~~a temporary reduction in growth construction ~~resumes~~activities) through March 31, 2021. Limited growth construction activities resumed in April 2021, and the LLC began accruing AFUDC associated with those activities. In November 2021, the LLC suspended the accrual of AFUDC for the winter curtailment period until such time as ~~a result, Resources will not recognize AFUDC income from MVP during this suspension.~~growth construction activities may resume. Additionally, Roanoke Gas ~~will continue to suspend accruing~~continues the suspension of AFUDC accruals on its two gate stations that will interconnect with ~~the~~ MVP until such time as construction activities resume on the respective gate stations.

~~Management has conducted an assessment of its MVP investment in accordance with the provisions of ASC 323,~~ ~~Investments - Equity Method and Joint Ventures~~. As a result of its evaluation, management has concluded that the investment is not currently impaired as of March 31, 2021. Furthermore, the LLC has conducted its own evaluation of the project and also concluded that no impairment exists as of March 31, 2021. Management will continue monitoring the status of the project for circumstances that may lead to future impairment, including any significant delays or denials of necessary permits and approvals. If necessary, the amount and timing of any future impairment would be dependent on the specific circumstances at the time of evaluation.

In April 2018, the LLC announced the ~~MVP~~ Southgate project and submitted Southgate's certificate application to the FERC in November 2018. The Final Environmental Impact Statement for the project was issued on February 14, 2020. In June 2020, the FERC issued the CPCN for ~~the MVP~~ Southgate; however, the FERC, while authorizing the project, directed the Office of Energy Projects not to issue a notice to proceed with construction until necessary federal permits are received for ~~the~~ MVP ~~project~~ and the Director of the Office of Energy Projects lifts the stop work order and authorizes the LLC to continue constructing ~~the~~ MVP. On August 11, 2020, the North Carolina Department of Environmental Quality (NCDEQ) denied Southgate's application for a Clean Water Act Section 401 Individual Water Quality Certification and Jordan Lake Riparian Buffer Authorization due to ~~timing of the MVP project's~~uncertainty surrounding MVP's completion. On March 11, 2021, the Fourth Circuit, ~~Court of Appeals,~~ pursuant to an appeal filed by the LLC, vacated the NCDEQ's denial and remanded the matter to the NCDEQ for additional review. On April 29, 2021, the NCDEQ reissued its denial of Southgate's application. ~~Based on~~On December 3, 2021, the ~~updated targeted full in-service date~~Virginia State Air Pollution Control Board denied the permit for Southgate's Lambert compressor station, which decision the LLC initially appealed before withdrawing its request to review the denial.

Given the continually evolving regulatory and legal environment, for greenfield pipeline construction projects, as well as factors specific to MVP and ~~expectations regarding~~ Southgate, including the December 2021 compressor station state air permit ~~approval timing,~~denial, the LLC continues to evaluate Southgate including engaging in discussions with Dominion Energy North Carolina regarding options with respect to Southgate, including potentially refining the project's design and timing in lieu of pursuing the project as originally contemplated. Dominion Energy North Carolina's obligations under the precedent agreement in support of the original project are subject to certain conditions, including that the LLC complete construction of the project facilities by June 1, 2022, which deadline is ~~targeting commencing construction on~~subject to extension by virtue of previously declared events of force majeure. The project operator has announced that it is unable to predict the ~~MVP Southgate~~results of the discussions between the LLC and Dominion Energy North Carolina, including any potential modifications to the project, or ultimate undertaking or completion of the project.

Management conducted an assessment of its investment in the LLC in accordance with the provisions of ASC 323, Investments - Equity Method and Joint Ventures. This assessment included a third-party valuation. As a result of its evaluation, management has concluded that the investment in the LLC sustained an other-than-temporary decline in fair value as of February 22, 2022 and ~~placing~~recorded a pre-tax impairment loss of approximately $39.8 million in its second quarter operating results as discussed in Note 6 to the ~~MVP Southgate in-service during the spring of 2023.~~

~~Midstream has borrowing capacity of $41 million under~~consolidated financial statements. Management re-evaluated its ~~current credit facility, which matures in December 2022. As~~investment as of March 31, ~~2021, $29.3 million had been utilized. This credit facility~~2022 and concluded that its investment was fairly stated. Management will ~~provide additional financing capacity~~continue monitoring the status of MVP and Southgate for ~~MVP funding; however, due~~circumstances that may lead to ~~ongoing delays, additional financing will be required. Management is working with the Company's lending institutions to secure the necessary funding. If the legal and regulatory challenges,~~future impairments, including any significant delays or denials of necessary permits and approvals. If necessary, the amount and timing of any further impairment would be dependent on the specific circumstances, including changes to probabilities of completion, and changes in the assumed future ~~challenges, are not resolved in a timely manner and/or restrictions are imposed that impact future construction,~~cash flows, at the ~~cost~~time of ~~the MVP and Midstream's capital contributions may increase above current projections.~~evaluation.

2732

RGC RESOURCES, INC. AND SUBSIDIARIES

Regulatory

On January 24, 2020, the SCC issued its final general rate case order awarding Roanoke Gas an annualized non-gas rate increase of $7.25 million and providing for a 9.44% return on equity. The final order directed the Company to write-off a portion of ESAC assets that were excluded from recovery under the rate award. As a result, in the second quarter of fiscal 2020 Roanoke Gas expensed an additional $317,000 of ESAC assets above the normal amortization amount. Rates authorized by the SCC's final order required the Company to issue customers $3.8 million in rate refunds, which was completed in March 2020.

The final order also excluded from current rates a return on the investment of two interconnect stations with the MVP, but noted Roanoke Gas could defer the related financing costs of those investments for possible future recovery. As a result, the Company began recognizing AFUDC during the second quarter of fiscal 2020 to capitalize both the equity and debt financing costs incurred during the construction phases. During the first quarter ofIn November 2021, Roanoke Gas ~~recognized a total~~received $858,556 in ARPA funds to assist customers with growing past due balances based on arrearage balances as of ~~$55,981~~August 31, 2021. The Company was able to apply the full amount of these funds to customer accounts in AFUDC, $41,978 and $14,003 of equity and debt carrying costs, respectively. Beginning January 2021, the LLC temporarily ceased recording AFUDC as MVP construction was temporarily inactive while awaiting resolution of regulatory and permitting issues. Similarly, Roanoke Gas temporarily ceased recording AFUDC on its related MVP interconnect construction projects until such time as construction activities resume.

On March 16, 2020, in response to COVID-19, the SCC issued an order applicable to all utilities operating in Virginia to suspend disconnection of service to all customers until May 15, 2020. The Commission extended the moratorium on disconnections through October 5, 2020. Subsequently, the Virginia General Assembly extended the moratorium for residential customers until the Governor determines that the economic and public health conditions have improved such that the prohibition does not need to remain in place, or until at least 60 days after such declared state of emergency ends, whichever is sooner. Under the moratorium, utilities are prohibited from disconnecting residential customers for non-payment of their natural gas service and from assessing late payment fees; therefore, residential customers that would normally be disconnected for non-payment will continue incurring costs for gas service until the moratorium is removed, resulting in higher potential bad debt write-offs. Roanoke Gas continues to evaluate and adjust its provision for bad debts; however, the potential magnitude of the combined impact from the economy and the moratorium on bad debts continues to be uncertain.December 2021.

In April 2020, the SCC issued an order allowing regulated utilities in Virginia to defer certain incremental, prudently incurred costs associated with the COVID-19 pandemic and to apply for recovery at a future date. Roanoke Gas ~~continues to defer~~deferred certain COVID-19 related costs during the first two quarters of fiscal 2021 and plans to seek recovery of these deferrals at the appropriate time. In December 2020, Roanoke Gas received $403,000 in CARES Act funds to assist customers with past due balances. Based on guidance provided by the SCC, the Company was able to apply $209,000 to eligible customer accounts in the second quarter. Customers with eligible arrearages as of April 30, 2021, will be able to apply for the remaining funds.2022.

Roanoke Gas continues to recover the costs of its infrastructure replacement program through its SAVE ~~Plan.~~Rider. In May ~~2020,~~2021, the Company filed its most recent SAVE application with the SCC to ~~further amend its~~update the SAVE Plan and ~~for approval of a SAVE~~ Rider for the period October ~~2020~~2021 through September 2021. In its application, Roanoke Gas requested to continue to recover the costs of the replacement of pre-1973 plastic pipe. In addition, the Company requested to include the replacement of certain regulator stations and pre-1971 coated steel pipe as qualifying SAVE projects. In September 2020, the SCC issued its order approving the2022. The updated ~~SAVE Plan and Rider effective with the October 2020 billing cycle. The new~~ SAVE Rider is designed to collect approximately ~~$2.3~~$3.45 million in annual revenues, an increase of approximately $1.1 million from the ~~approximate $1.2 million~~SAVE Rider in ~~annual revenues from~~effect during fiscal 2021. The Company received a final order on August 25, 2021, in which the ~~prior~~SCC approved the Company’s requested revenue requirement. The Company anticipates filing an application during the third quarter with the SCC to update the SAVE Plan and Rider for the period October 2022 through September 2023 to implement new SAVE Plan rates.

Capital Resources and Liquidity

Due to the capital intensive nature of the utility business, as well as the ~~related~~impact of weather ~~sensitivity,~~variability, the Company’s primary capital needs are the funding of its ~~utility plant~~ capital projects, investment in the ~~MVP,~~LLC, the seasonal funding of its natural gas inventories and accounts receivable and the payment of dividends. To meet these needs, the Company relies on its operating cash flows, ~~available financing~~credit availability under short-term and long-term ~~credit~~debt agreements and proceeds from the sale of its ~~equity program.~~common stock.

Cash and cash equivalents increased by $7,913,673 and $435,483 for the six-month ~~period~~periods ended March 31, 2022 and 2021, ~~compared to a $2,172,880 increase for the same period last year.~~respectively. The following table summarizes the sources and uses of cash:

Six Months Ended March 31,

Cash Flow Summary

2021

2020

Net cash provided by operating activities
$ 9,611,402 $ 11,168,131
Net cash used in investing activities
(11,691,440 ) (16,353,341 )
Net cash provided by financing activities
2,515,521 7,358,090
Increase in cash and cash equivalents
$ 435,483 $ 2,172,880

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

	Six Months Ended March 31,
Cash Flow Summary	2022			2021
Net cash provided by operating activities	$	12,992,906		$	9,611,402
Net cash used in investing activities		(14,278,880	)		(11,691,440	)
Net cash provided by financing activities		9,199,647			2,515,521
Increase in cash and cash equivalents	$	7,913,673		$	435,483

Cash Flows Provided by Operating Activities:

The seasonal nature of the natural gas business causes operating cash flows to fluctuate significantly during the year as well as from year to year. ~~Factors,~~Several factors, including weather, energy prices, natural gas storage levels and customer collections, 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 increases in natural gas storage levels and rising customer receivable balances.

RGC RESOURCES, INC. AND SUBSIDIARIES

Cash flows from operating activities for the six months ended March 31, ~~2021 decreased~~2022 increased by ~~$1,556,729 from~~$3,381,504 compared to the same period last year. The ~~decrease in cash flow provided by operations~~increase was primarily driven by ~~changes in accounts receivable~~storage gas withdrawals and ~~regulatory assets and liabilities, net~~receipt of supplier refunds from the ~~prior year rate refund.~~pipelines.

The table below summarizes the significant operating cash flow components:

	Six Months Ended March 31,									Six Months Ended March 31,						Increase/
Cash Flow From Operating Activities:	2021			2020			Increase / (Decrease)			2022			2021			(Decrease)
Net income	$	9,490,741		$	9,687,252		$	(196,511	)	$	(20,909,900	)	$	9,490,741		$	(30,400,641	)
Non-cash adjustments:
Depreciation		4,405,956			4,095,390			310,566			4,656,829			4,405,956			250,873
Equity in earnings		(1,352,886	)		(2,282,679	)		929,793			(71,682	)		(1,352,886	)		1,281,204
AFUDC		(55,981	)		(217,147	)		161,166			—			(55,981	)		55,981
ESAC assets		—			469,911			(469,911	)
Impairment of unconsolidated affiliates											39,822,213			—			39,822,213
Changes in working capital and regulatory assets and liabilities:
Accounts receivable		(6,571,491	)		(1,968,073	)		(4,603,418	)		(6,517,364	)		(6,571,491	)		54,127
Gas in storage		4,424,994			4,638,418			(213,424	)		5,803,496			4,424,994			1,378,502
WNA		(1,185,323	)		(1,817,155	)		631,832			(1,800,421	)		(1,185,323	)		(615,098	)
Customer credit balances		(735,093	)		481,425			(1,216,518	)
Change in over (under) collection of gas costs		986,486			2,055,884			(1,069,398	)
Rate refund		—			(3,826,695	)		3,826,695
Supplier refunds											2,660,147			(66,156	)		2,726,303
Deferred taxes		757,623			330,548			427,075			(10,052,645	)		757,623			(10,810,268	)
Other		(553,624	)		(478,948	)		(74,676	)		(597,767	)		(236,075	)		(361,692	)
Net cash provided by operating activities	$	9,611,402		$	11,168,131		$	(1,556,729	)	$	12,992,906		$	9,611,402		$	3,381,504

AsDue to rising natural gas commodity prices ~~increased~~ during the ~~colder winter~~fiscal 2021 summer storage fill period, the average price of natural gas when storage withdrawals began was 42% higher than during the prior fiscal year. As a result, the value of the natural gas draw downs was more than $1.3 million greater resulting in an increase in operating cash. Furthermore, significant supplier refunds, resulting from rate case settlements, were received from the interstate pipelines that supply the Company with natural gas as a result of settlement of rate cases. These refunds will be passed through to Roanoke Gas' customers over the next twelve months, ~~the Company’s gas cost recovery moved from an over-collected position at March 31, 2020 to an under-collected position~~starting in ~~2021, driving~~July 2022. The Company experienced a ~~$1.1 million~~significant decrease in operating cash flow. In addition, increased natural gas commodity prices resulted in higher Roanoke Gas billing rates as compared to the prior year. These higher billing rates, in combination with higher customer arrearagesnet deferred tax liabilities related to the ~~moratorium~~$10.2 million deferred tax asset recognized as ~~noted~~a result of the impairment of the investment in the ~~"Regulatory" section above, resulted~~LLC. When netted against the non-cash impairment charge, the combined amounts offset the decline in a $4.6 million decrease in operating cash flow. Fiscal 2020 also had non-cash expense for the write-down and amortization of ESAC regulatory assets. These significant decreases were partially offset by a $3.8 million increase in operating cash flow related to the rate refund applied to customer accounts in the prior year.net income year-over-year.

Cash Flows Used in by Investing Activities:

Investing activities ~~are generally composed~~primarily consist of expenditures related to investment in ~~the Company's~~Roanoke Gas' utility plant, ~~projects,~~ which includes replacing aging natural gas pipe with new plastic or coated steel pipe, improvements to the LNG ~~peak shaving~~ plant and gas distribution system facilities ~~expanding the~~and expansion of its natural gas system to meet the demands of customer growth, as well as ~~the~~Midstream's continued investment in the ~~MVP.~~LLC. The Company is continuing its focus on SAVE infrastructure replacement projects, including the replacement of pre-1973 first generation plastic pipe and extending the natural gas distribution system to unserved developments within its existing service territory. ~~Total~~Roanoke Gas' total capital expenditures for the ~~six months~~six-months ended March 31, ~~2021~~2022 were ~~$9.0~~approximately $10.8 million compared to ~~$10.4~~$9.0 million during the same period last year. Capital expenditures for fiscal ~~2021~~2022 are expected to ~~remain consistent with~~increase approximately $5 million over the prior ~~year.~~

~~Investing cash flows also include the Company's continued funding of~~year due to a one-time gas supply infrastructure project. Midstream will continue its ~~participation~~investments in the ~~MVP, with a total cash investment of $2.7 million~~LLC for the ~~six months ended March 31, 2021, or less than half~~purposes of maintaining the ~~amount~~system currently in place until such time as construction activities resume and the pipeline is placed in service. The investment for the balance of the current fiscal year is expected to be below the corresponding investment during the same period last ~~year, as a result of reduced pipeline construction activity.~~year.

2934

RGC RESOURCES, INC. AND SUBSIDIARIES

Cash Flows Provided by Financing Activities:

Financing activities generally consist of ~~long-term notes payable and line-of-credit~~ borrowings and repayments under credit agreements, issuance of stock and the payment of dividends. Net cash flows provided by financing activities were ~~$2.5~~$9.2 million, for the six months ended March 31, ~~2021,~~2022, compared to ~~$7.4~~$2.5 million for the same period last year. The ~~decrease~~increase in financing cash flows is primarily attributable to ~~reduced borrowings, related~~Resources' $27 million equity offering in March 2022 of which $12 million was invested in Roanoke Gas and $10 million in Midstream. In part due to ~~lower capital contribution requirements~~these cash injections and due to ~~fund Midstream's investment in the MVP and the December 2019 placement of unsecured notes providing financing for~~ Roanoke Gas' ~~capital budget.~~issuance of a $15 million note and Midstream's $8 million note, Roanoke Gas was able to pay down its line-of-credit balance and maturing $7 million note and Midstream applied $18 million against its credit facility during the current fiscal year.

On ~~March 25,~~September 24, 2021, Roanoke Gas ~~renewed its~~entered into an unsecured ~~line-of-credit agreement, which was scheduled to expire March 31, 2022. The new agreement is for a two-year term expiring March 31, 2023~~Delayed Draw Term Note in the principal amount of $10 million with a maximum borrowing limit of $40,000,000. Amounts drawn against the agreement are considered to be non-current as the balance under the line-of-credit is not subject to repayment within the next 12-month period. The agreement has a variablean interest rate based on 30-day LIBOR plus 100 basis points ~~and~~maturing on October 1, 2028. Related to this note, the Company also entered into an ~~availability fee~~interest rate swap agreement that effectively converts the variable rate note into a fixed rate instrument with an effective annual interest rate of 152.49%. Roanoke Gas received the first installment of $5 million on April 1, 2022 with the remaining $5 million to be received on or about October 1, 2022.

On August 20, 2021, Roanoke Gas entered into an unsecured Delayed Draw Term Note in the principal amount of $15 million with an interest rate of 1.20% above the 30-day SOFR Average per annum maturing on August 20, 2026. Related to this note, the Company also entered into an interest rate swap agreement that effectively converts the variable rate note into a fixed rate instrument with an effective annual interest rate of 2.00%. The term note funded on October 1, 2021.

On November 1, 2021 Midstream entered into an unsecured promissory note in the principal amount of $8 million with an interest rate based on 30-day LIBOR plus 115 basis points maturing January 1, 2028. Related to this note, Midstream also entered into an interest rate swap agreement that effectively converts the variable rate note into a fixed rate instrument with an effective annual interest rate of 2.443%. The loan will convert into an installment loan with principal pay-down beginning in fiscal 2023. In addition, this note reduces the borrowing capacity defined by the Third Amendment to Credit Agreement and related Promissory Notes. The total borrowing capacity declined from $41 million to $33 million effective with the new promissory note. All other terms of the Third Amendment to Credit Agreement remain unchanged.

On March 31, 2022, Roanoke Gas entered into an unsecured line-of-credit agreement replacing the line-of-credit agreement dated March 25, 2021. The agreement provides ~~multi-tiered~~for a variable interest rate based upon Daily Simple SOFR plus 1.10% and multiple tier borrowing limits ~~associated with the~~to accommodate seasonal borrowing ~~demands of the Company.~~demands. The Company's total available borrowing limits during the term of the line-of-credit agreement range from ~~$14,000,000~~$21 million to ~~$40,000,000.~~$33 million. Unlike the prior two year line-of-credit agreement, the current line-of-credit agreement is for one year and will expire on March 31, 2023, unless extended. The Company anticipates being able to extend or replace the credit line upon expiration. As of March 31, 2022, the Company had no outstanding balance under its line-of-credit agreement.

In connection with the line-of-credit, the Company also entered into the Seventh Amendment to Credit Agreement as of March 31, 2022, which amends the original Credit Agreement dated March 31, 2016 and all subsequent amendments. The Amendment aligns the termination date, maximum principal amount available under the line-of-credit, amends certain financial conditions required of Resources, and retains all other terms and requirements of prior credit agreements. This Amendment modifies the interest coverage ratio calculation to exclude the effect of non-cash impairments on the investment in the LLC up to the total investment balance as of December 31, 2021.

RGC RESOURCES, INC. AND SUBSIDIARIES

In March 2022, the Company issued 1,350,000 shares of common stock in an equity offering resulting in net proceeds of nearly $27 million. The Company issued the common stock to strengthen its balance sheet by increasing the equity component of its total capitalization ratio. The net proceeds were invested in Roanoke Gas to supplement the funding of its infrastructure improvement and replacement program and in Midstream to reduce its outstanding debt. An additional 64,803 shares of common stock have been issued during fiscal 2022 related to the DRIP, Restricted Stock, stock option exercises and ATM activity.

On March 31, 2022, Midstream applied $10 million from a cash infusion received from Resources related to the $27 million equity issue to pay down a corresponding amount on the non-revolving credit facility, which in turn further reduced the total borrowing capacity to $23 million with an outstanding balance of $19.3 million as of March 31, 2022. Currently, Midstream's credit facility matures on December 29, 2022. Management is in discussions with the lenders regarding the extension of the due date related to these notes. As of the date of this filing, no extension has been finalized.

Management regularly evaluates the Company’s liquidity through a review of its available financing ~~resources. Management continually monitors the impact of COVID-19~~resources on its ~~operating~~ cash ~~flows; however, management~~flows. Management believes it has positioned the Company with access to ~~withstand any negative repercussions with~~ sufficient financing resources to meet its cash requirements over the next year. The line-of-credit agreement will continue to provide the needed working capital and the ATM program will allow for potential supplemental equity funding as market conditions allow. Furthermore, the Company can draw funds under one of ~~its~~Roanoke Gas' two private shelf facility credit agreements or adjust ~~Roanoke Gas’~~ capital spending to reduce funding requirements if necessary.

~~Midstream has borrowing capacity of $41 million under its current credit facility, which matures in December 2022.~~ As of March 31, 2021, $29.3 million had been utilized. This credit facility will provide additional financing capacity for MVP funding; however, due to ongoing delays, additional financing may be required. For further discussion regarding Midstream's borrowing capacity, see the "Equity Investment in Mountain Valley Pipeline" section above.

~~In combination, all of these factors should allow the Company to continue to operate effectively and meet its obligations as they occur.~~

~~As of March 31, 2021,~~2022, Resources' long-term capitalization ratio was ~~43%~~46% equity and ~~57%~~54% debt.

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

~~RGC RESOURCES, INC. AND SUBSIDIARIES~~

ITEM 4 – 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.

Through March 31, ~~2021,~~2022, the Company has evaluated, under the supervision and with the participation of management, including the chief executive officer and the ~~interim~~ chief financial officer, 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 March 31, ~~2021.~~2022.

Management routinely reviews the Company’s internal control over financial reporting and makes changes, as necessary, to enhance the effectiveness of the internal controls. There were no control changes during the fiscal quarter ended March 31, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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RGC RESOURCES, INC. AND SUBSIDIARIES

Part II – Other Information

ITEM 1 – LEGAL PROCEEDINGS

No material proceedings.

ITEM 1A – RISK FACTORS

~~There have been no material changes from~~The Company has updated the following risk ~~factors~~factor as previously disclosed in Resources' Annual Report on Form 10-K for the year ended September 30, ~~2020.~~2021 and subsequent revision on the Form 10-Q for the quarter ended December 31, 2021.

Investment in Mountain Valley Pipeline, LLC.

On January 25, 2022, the Fourth Circuit vacated and remanded on specific issues certain permits issued by the Bureau of Land Management and the U.S. Forest Service to the LLC in respect to the Jefferson National Forest. On February 3, 2022, the Fourth Circuit vacated and remanded on specific issues the Biological Opinion and Incidental Take Statement issued by the U.S. Fish and Wildlife Service for MVP. Due to the greater uncertainty of the ultimate completion and commercial operation of MVP, the in-service target of summer 2022 was withdrawn. Additionally, the Company, after assessing the fair value of its investment in the project, using probability-weighted scenarios of ultimate completion and commercial operation, including discounted future cash flows, concluded that an other-than-temporary decline in fair value existed as of February 22, 2022. The resulting impairment loss was recorded in the Company’s second quarter 2022 financial statements. Future circumstances, including but not limited to significant construction delays, further denials of necessary permits and approvals, changes in the probability of ultimate completion, changes in future cash flow assumptions or changes in the discount rate could lead to further and possibly full impairment of the Company's investment in the LLC.

The success of the Company's investment in the LLC is predicated on several key factors including but not limited to the ability of all investors to meet their capital calls when due, timely state and federal approvals and resolving legal challenges to same and completing the construction of the pipeline. Any significant delay, cost over-run or the failure to receive the requisite approvals on a timely basis, or at all, could have a significant effect on the Company's earnings and financial position.

Although the LLC initially received the necessary federal and state permits to construct the pipeline, progress on MVP has been hindered by several legal and regulatory obstacles as the Fourth Circuit, FERC and other governmental agencies have vacated certain agency actions and issued stays, stop orders or delayed authorizations affecting portions or all of the project pending resolution of issues or concerns raised as the project has progressed. In addition to needing to address the matters referenced above regarding the Jefferson National Forest and Biological Opinion and Incidental Take Statement, other regulatory and legal matters continue to affect the project.

RGC RESOURCES, INC. AND SUBSIDIARIES

Ongoing obstacles as discussed above have in the past caused, and may (or possible future obstacles) in the future cause, delays in construction and have resulted, and may further result, in significantly higher projected costs and an extended targeted in-service date for the pipeline. These cost overruns may not be approved for recovery or be recovered through other regulatory mechanisms, and the LLC could be obligated to make delay or termination payments or be responsible for other contractual damages. The LLC could also experience the loss of tax incentives, or delayed or diminished returns, and could be required to write-off all or a portion of its investment in the project. New or extended regulatory, legislative or judicial actions or challenges could lead to additional delays and even higher costs, which could affect future returns for the LLC 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. There is no guarantee that the LLC will ultimately (or timely) receive all necessary authorizations or that such authorizations will be maintained in effect following challenge, or even after MVP is placed in service.

In addition, there are numerous risks facing the LLC, which can adversely affect the Company's earnings and financial performance through its investment. The LLC's ability to retain contract crews to complete construction of the pipeline, the inability to obtain or renew ancillary licenses, rights-of-way, permits or other approvals and opposition from pipeline opponents and environmental groups could all influence the successful completion of the pipeline. Should the LLC be unable to adequately address these issues, the LLC’s business, financial condition, results of operations and prospects could be adversely affected, which could materially impact the financial condition and results of operations of the Company. Any failure to negotiate successful project development agreements for new facilities with third parties could have similar results.

Once in operation, 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 and personal injury damage, 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 could have a material adverse effect on the LLC’s business, 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 facility start-up operations, such as whether the facility will achieve projected operating performance on schedule and otherwise as planned. The LLC’s business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather. Threats of terrorism and catastrophic events resulting from terrorism, 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.

RGC RESOURCES, INC. AND SUBSIDIARIES

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

Number						Description
~~10.1~~ 3(b)						~~First modification to Promissory Note by~~Amended and ~~between Roanoke Gas Company and Wells Fargo Bank, N.A., dated as~~Restated Bylaws of ~~March 1, 2021~~RGC Resources, Inc. (incorporated by reference to Exhibit ~~10.1~~3(b) to the Registrant's ~~Current~~current Report onof Form 8-K filed on ~~February 23, 2021)~~April 8, 2022)
~~10.2~~10.1						~~Revolving Line of Credit Note in the original principal amount of $40,000,000~~FTS-1 Service Agreement by and between Columbia Gulf Transmission, LLC and Roanoke Gas Company ~~with Wells Fargo Bank, N.A. dated as of March 25, 2021~~ (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March ~~31, 2021)~~11, 2022)
~~10.3~~10.2						~~Fifth Amendment to Credit~~Negotiated Rate Letter Agreement ~~by and between Roanoke Gas Company and Wells Fargo Bank, N.A., including Guarantor's Consent and Reaffirmation, dated as of March 25, 2021~~ (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on March 11, 2022)
10.3						Revolving Line of Credit Note in the original principal amount of $33,000,000 by Roanoke Gas Company with Wells Fargo Bank, N.A. dated March 31, ~~2021)~~2022 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2022)
10.4						Seventh Amendment to Credit Agreement by and between Roanoke Gas Company and Wells Fargo Bank, N.A. dated March 31, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on April 1, 2022)
10.5						Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 28, 2022).
10.6						Form of Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 30, 2022).
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 quarterly 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.

3339

RGC RESOURCES, INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RGC Resources, Inc.

Date: May ~~13, 2021~~6, 2022	By:	/s/ ~~Lawrence T. Oliver~~Jason A. Field
		~~Lawrence T. Oliver~~Jason A. Field
		Vice President, ~~Interim~~ Chief Financial Officer ~~Corporate Secretary~~ and Treasurer
		(Principal Financial Officer)

3440

	Current Assets				Current Liabilities
	Trade accounts receivable⁽¹⁾		Unbilled revenue⁽¹⁾		Customer credit balances			Customer deposits
Balance at September 30, 2020	$	2,343,492	$	1,041,518	$	1,587,061		$	1,611,476
Balance at March 31, 2021		7,445,589		1,832,773		851,968			1,605,684
Increase (decrease)	$	5,102,097	$	791,255	$	(735,093	)	$	(5,792	)

	September 30, 2020
	Gas Utility		Investment in Affiliates		Parent and Other		Consolidated Total
Total assets	$	211,994,364	$	57,660,105	$	12,025,038	$	281,679,507