8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 22, 2022

RGC RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: 540-777-4427

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 if the Securities Exchange Act of 1934.

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. ☐

RGC Midstream, LLC ("Midstream"), a wholly owned subsidiary of RGC Resources, Inc. ("Resources") is an equity method investor in Mountain Valley Pipeline, LLC ("LLC"), a joint venture established for the construction and operation of the Mountain Valley Pipeline ("MVP") and MVP Southgate.

Due to recent decisions by the U.S. Court of Appeals for the Fourth Circuit ("Court") vacating and remanding certain permits necessary to complete the construction of the MVP project, increasing uncertainty exists in regard to the cost and to the ultimate completion of the pipeline.  The Court's actions, combined with the recent decisions by Midstream's partners to impair their respective investments in the LLC, have given rise to the determination today by Resources of the likelihood of Midstream recognizing a material impairment of its investment in the LLC.  Midstream is currently in the process of re-evaluating its investment in MVP and MVP Southgate. Any impairment charge resulting from this evaluation will be included in an amendment to this Form 8-K and reflected in the Resources' second fiscal quarter results of operations.

Resources and Midstream continue to be committed to the completion of the MVP and will continue to evaluate the viability of its investments in these projects.

In connection with the recent actions by the Court, Resources has issued a press release under Exhibit 99.1 denoting the likelihood of the recognition of a material impairment of the investment in the LLC and Resources decision to withdraw its previously issued earnings guidance for fiscal 2022.

SIGNATURES

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

ex_337523.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

Release Date:                  February 22, 2022

Contact:                           Paul W. Nester

President and CEO

Telephone:                      (540) 777-3837

RGC RESOURCES, INC. STATEMENT REGARDING

MOUNTAIN VALLEY PIPELINE PROJECT

Roanoke, VA (February 22, 2022) --RGC Midstream, LLC (“Midstream”), a subsidiary of RGC Resources, Inc. (“Resources”, the “Company”, NASDAQ: RGCO), issued the following statement concerning its investment in the Mountain Valley Pipeline (“MVP”), LLC:

Due primarily to recent decisions by the U.S. Court of Appeals for the Fourth Circuit (the “Court”) vacating and remanding certain permits necessary for the completion of MVP construction and commercial operation, and the greater uncertainty that now exists given the Court’s actions, as well as the recent actions by project partners to impair their respective investments and the discontinuance of the previously-publicized summer 2022 in-service target for the MVP project, Midstream is evaluating the degree to which a material impairment to its investment exists. It is likely that Midstream will recognize a material impairment charge in the fiscal second quarter. A public disclosure concerning the nature and amount of the impairment charge will be made in accordance with SEC rules.

Regardless of impairment to Midstream’s investment in the MVP joint venture, Resources remains committed to completing the MVP project and is supportive of engagement with federal agencies, legal counsel and the other joint venture partners to evaluate the best path forward.

Resources’ 2022 earnings guidance assumed a summer of 2022 MVP in-service. Projected earnings from Midstream’s equity investment were incorporated in Resources’ 2022 guidance. Due to the impairment evaluation and the discontinuance of the summer 2022 in-service target for the MVP project, Resources is withdrawing its fiscal 2022 earnings guidance.

The statements in this press release by Resources that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include the Company's expectations regarding an impairment charge, earnings guidance, estimated completion for the MVP project and commitment towards completing the MVP project. Management cautions the reader that these forward-looking statements are only predictions and are subject to a number of both known and unknown risks and uncertainties, and actual results may differ materially from those expressed or implied by these forward-looking statements as a result of a number of factors. These factors include, without limitation, adverse court rulings, financial challenges affecting expected earnings per share and EBITDA, technical, political or regulatory issues with natural gas exploration, production or transportation, impact of increased natural gas demand on natural gas price, relative cost of alternative fuel sources, lower demand for natural gas, regulatory, legal, technical, political or economic issues frustrating system or area expansion, regulatory, legal, technical, political or economic issues that may affect MVP, delay in completion of MVP, increase in cost to complete MVP, including by an increase in cost of raw materials or labor due to economic factors or regulatory issues such as tariffs, economic challenges that may affect the service area generally and customer growth or demand and deterioration of relationship with primary regulator, and those risk factors described in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, which is available at www.sec.gov and on the Company’s website at www.rgcresources.com.