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): May 1, 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 May 1, 2024, RGC Resources, Inc. issued a press release announcing the results for the second quarter ending March 31, 2024.  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_630947.htm

Exhibit 99.1

NEWS RELEASE

RGC RESOURCES, INC.

RGC RESOURCES, INC. REPORTS

SECOND QUARTER EARNINGS

ROANOKE, Va. **** (May 1, 2024)--RGC Resources, Inc. (NASDAQ:  RGCO) announced consolidated Company earnings of $6,443,390, or $0.63 per share, for the second quarter ended March 31, 2024, compared to $6,341,886, or $0.64 per share, for the fiscal quarter ended March 31, 2023.  The increase over the quarter a year ago included $1.2 million in earnings from the Company’s investment in the Mountain Valley Pipeline, LLC (“MVP”), as well as improved utility margins which inflationary cost increases largely offset.

Continued investments in utility infrastructure at Roanoke Gas to enhance system reliability and deliver gas to new customers contributed to earnings. CEO Paul Nester stated, “A mild winter has led to lower revenues, and persistent inflationary cost pressures are challenging earnings.  The mild weather aided construction progress of the MVP during the quarter, and the MVP has filed for a final permit from FERC to allow gas to flow in the next 30 days.”  As noted above and announced last quarter, Roanoke Gas is experiencing increasing costs and has filed for relief through a rate application with the State Corporation Commission with rates to go into effect July 1, 2024, subject to refund.

Through the first six months of fiscal 2024, the Company’s net income of $11,463,382, or $1.14 per share, was up 19.4% from $9,598,291, or $0.97 per share, primarily due to earnings from the Company’s investment in the MVP.

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

The statements in this release that are not historical facts constitute “forward-looking statements” made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company’s actual results and experience to differ materially from any expectations expressed in the Company’s forward-looking statements, regarding 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 second quarter and fiscal year to date are as follows:

RGC Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

Condensed Consolidated Balance Sheets

(Unaudited)