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 5, 2024

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.  ☐

On February 5, 2024, RGC Resources, Inc. issued a press release announcing the results for the first quarter ending December 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The press release attached hereto as Exhibit 99.1 is also incorporated into this Item 8.01 by reference and therefore deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended.

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_605831.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

RGC RESOURCES, INC. REPORTS

FIRST QUARTER EARNINGS

ROANOKE, Va. (February 5, 2024)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $5,019,992, or $0.50 per share, for the first quarter ended December 31, 2023, compared to $3,256,405, or $0.33 per share, for the fiscal quarter ended December 31, 2022.  The increase over the quarter a year ago included nearly $1.5 million in earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”) as well as improved utility margins.

Roanoke Gas continued to make investments in utility infrastructure to improve system reliability and deliver gas to new customers to drive earnings. CEO Paul Nester stated, “Higher utility margins were welcomed in the quarter particularly in light of inflationary pressures that will temper performance in the coming quarters.  Good weather enabling strong construction progress of the MVP during the quarter was gratifying, and we eagerly await for the completion of the pipeline.”  Nester further commented, “Roanoke Gas is experiencing increasing costs and has filed for relief through a rate application with the State Corporation Commission.”

RGC Resources, Inc. provides energy and related products and services to customers in Virginia through its operating subsidiaries Roanoke Gas Company and RGC Midstream, LLC.

Utility margins is a non-GAAP measure defined as utility revenues less cost of gas.  Management considers this non-GAAP measure to provide useful information to both management and investors for purpose of such comparability and in evaluating operating performance, but it should be considered in addition to results prepared in accordance with GAAP and should not be considered a substitute for, or superior to, GAAP results.

The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from any expectations expressed in the Company’s forward-looking statements, regarding inflation, customer growth, infrastructure investment and margins. These risks and uncertainties include gas prices and supply, geopolitical considerations, expectations regarding the MVP construction and operation, and regulatory and legal challenges along with risks included under Item 1-A in the Company’s fiscal 2023 Form 10-K.  Forward-looking statements reflect the Company’s current expectations only as of the date they are made. The Company assumes no duty to update these statements should expectations change or actual results differ from current expectations except as required by applicable laws and regulations.

Past performance is not necessarily a predictor of future results.

Summary financial statements for the first quarter are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Condensed Consolidated Balance Sheets

(Unaudited)