UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Commission file number
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THE
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (
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Securities registered pursuant to Section 12(b) of the Act:
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(Title of Class)
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(Trading Symbol)
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(Name of Each Exchange on Which Registered)
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Securities registered pursuant to Section 12(g) of the Act:
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None
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(Title of Each Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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☐ Yes ⌧
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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☐ Yes ⌧
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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.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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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.
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Indicate by check mark if the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
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| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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The aggregate market value of the Common Stock, no par value, held by nonaffiliates of the registrant on June 30, 2022 was $576,724,352 .
As of March 7, 2023, there were 14,287,037 shares of Common Stock, no par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Company’s 2023 Annual Meeting of Shareholders are incorporated by reference into Part I and Part III.
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PART I
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PART II
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PART III
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PART IV
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Page 2
Certain statements contained in this annual report and in documents incorporated by reference constitute “forward-looking statements” within the meaning of Section 21E
of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking
statements. These forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:
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the amount and timing of rate increases and other regulatory matters including the recovery of costs recorded as
regulatory assets;
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expected profitability and results of operations;
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trends;
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goals, priorities and plans for, and cost of, growth and expansion;
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strategic initiatives;
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availability of water supply;
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water usage by customers; and
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the ability to pay dividends on common stock and the rate of those dividends.
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The forward-looking statements in this Annual Report reflect what the Company currently anticipates will happen. What actually happens could differ materially from
what it currently anticipates will happen. The Company does not intend to make a public announcement when forward-looking statements in this Annual Report are no longer accurate, whether as a result of new information, what actually happens in the
future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:
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changes in weather, including drought conditions or extended periods of heavy precipitation;
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natural disasters, including pandemics such as the current outbreak of the novel strain of coronavirus known as
“COVID-19” and its variants and the effectiveness of the Company’s pandemic plans;
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levels of rate relief granted;
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the level of commercial and industrial business activity within the Company’s service territory;
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construction of new housing within the Company’s service territory and increases in population;
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changes in government policies or regulations, including the tax code;
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the ability to obtain permits for expansion projects;
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material changes in demand from customers, including the impact of conservation efforts which may impact the demand
of customers for water;
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changes in economic and business conditions, including interest rates;
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loss of customers;
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changes in, or unanticipated, capital requirements;
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the impact of acquisitions;
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changes in accounting pronouncements;
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changes in the Company’s credit rating or the market price of its common stock; and
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the ability to obtain financing.
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Page 3
THE YORK WATER COMPANY
PART I
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Item 1.
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Business.
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The York Water Company (the “Company”) is the oldest investor-owned water utility in the United States and is duly organized under the laws of the Commonwealth of
Pennsylvania. The Company has operated continuously since 1816. The primary business of the Company is to impound, purify to meet or exceed safe drinking water standards and distribute water. The Company also owns and operates three wastewater
collection systems and eight wastewater collection and treatment systems. The Company operates within its franchised water and wastewater territory, which covers portions of 54 municipalities within three counties in south-central Pennsylvania.
The Company is regulated by the Pennsylvania Public Utility Commission, or PPUC, for both water and wastewater in the areas of billing, payment procedures, dispute processing, terminations, service territory, debt and equity financing and rate
setting. The Company must obtain PPUC approval before changing any practices associated with the aforementioned areas.
Water service is supplied through the Company’s own distribution system. The Company obtains the bulk of its water supply for its primary system for York and Adams
Counties from both the South Branch and East Branch of the Codorus Creek, which together have an average daily flow of 73.0 million gallons from a combined watershed area of approximately 117 square miles. The Company has two reservoirs on this
primary system, Lake Williams and Lake Redman, which together hold up to approximately 2.2 billion gallons of water. The Company supplements these reservoirs with a 15-mile pipeline from the Susquehanna River to Lake Redman which provides access
to an additional supply of 12.0 million gallons of untreated water per day. The Company obtains its water supply for its system for Franklin County from the Roxbury Dam on the Conodoguinet Creek, which has an average daily flow of approximately
26.0 million gallons from a watershed area of approximately 33 square miles. The Company has a reservoir on this system which holds up to approximately 330 million gallons of water. The Company also owns eleven wells which are capable of
providing a safe yield of approximately 637,000 gallons per day to supply water to the customers of its groundwater satellite systems in York and Adams Counties. As of December 31, 2022, the Company’s average daily availability was 40.8 million
gallons, and average daily consumption was approximately 21.1 million gallons. The Company’s service territory had an estimated population of 208,000 as of December 31, 2022. Industry within the Company’s service territory is diversified,
manufacturing such items as fixtures and furniture, electrical machinery, food products, paper, ordnance units, textile products, air conditioning systems, laundry detergent, barbells, and motorcycles.
The Company’s water business is somewhat dependent on weather conditions, particularly the amount and timing of precipitation. Revenues are particularly vulnerable to
weather conditions in the summer months. Prolonged periods of hot and dry weather generally cause increased water usage for watering lawns, washing cars, and keeping golf courses and sports fields irrigated. Conversely, prolonged periods of dry
weather could lead to drought restrictions from governmental authorities. Despite the Company’s adequate water supply, customers may be required to cut back water usage under such drought restrictions which would negatively impact revenues. The
Company has addressed some of this vulnerability by instituting minimum customer charges which are intended to cover fixed costs of operations under all likely weather conditions.
The Company’s business does not require large amounts of working capital and is not dependent on any single customer or a very few customers for a material portion of
its business. Increases in revenues are generally dependent on the Company’s ability to obtain rate increases from the PPUC in a timely manner and in adequate amounts and to increase volumes of water sold through increased consumption and
increases in the number of customers served. The Company continuously looks for water and wastewater acquisition and expansion opportunities both within and outside its current service territory as well as additional opportunities to enter into
bulk water contracts with municipalities and other entities to supply water.
The Company has agreements with several municipalities to provide billing and collection services. The Company also has a service line protection program on a
targeted basis in order to further diversify its business. Under this optional program, customers pay a fixed monthly fee, and the Company will repair or replace damaged customer service lines, as needed, subject to an annual maximum dollar
amount. The Company continues to review and consider opportunities to expand both initiatives.
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Competition
As a regulated utility, the Company operates within an exclusive franchised territory that is substantially free from direct competition with other public utilities,
municipalities, and other entities. Although the Company has been granted an exclusive franchise for each of its existing community water and wastewater systems, the ability of the Company to expand or acquire new service territories may be
affected by currently unknown competitors obtaining franchises to surrounding systems by application or acquisition. These competitors may include other investor-owned utilities, nearby municipally-owned utilities and sometimes competition from
strategic or financial purchasers seeking to enter or expand in the water and wastewater industry. The addition of new service territory and the acquisition of other utilities are generally subject to review and approval by the PPUC.
Water and Wastewater Quality and Environmental Regulations
Provisions of water and wastewater service are subject to regulation under the federal Safe Drinking Water Act, the Clean Water Act and related state laws, and under
federal and state regulations issued under these laws. In addition, the Company is subject to federal and state laws and other regulations relating to solid waste disposal, dam safety and other aspects of its operations.
The federal Safe Drinking Water Act establishes criteria and procedures for the U.S. Environmental Protection Agency, or EPA, to develop national quality standards.
Regulations issued under the Act, and its amendments, set standards on the amount of certain contaminants allowable in drinking water. Current requirements are not expected to have a material impact on the Company’s operations or financial
condition as it already meets or exceeds standards. In the future, the Company may be required to change its method of treating drinking water and may incur additional capital investments if new regulations become effective.
Under the requirements of the Pennsylvania Safe Drinking Water Act, or SDWA, the Pennsylvania Department of Environmental Protection, or DEP, regulates the quality of
the finished water supplied to customers. The DEP requires the Company to submit monthly reports showing the results of daily bacteriological and other chemical and physical analyses. As part of this requirement, the Company conducts over 70,000
laboratory tests annually. Management believes that the Company complies with the standards established by the agency under the SDWA. The DEP assists the Company by regulating discharges into the Company’s watershed area to prevent and eliminate
pollution.
The federal Groundwater Rule establishes protections against microbial pathogens in community water supplies. This rule requires additional testing of water from well
sources, and under certain circumstances requires demonstration and maintenance of effective disinfection. The Company holds public water supply permits issued by the DEP, which establishes the groundwater source operating conditions for its
wells, including demonstrated 4-log treatment of viruses. All of the groundwater satellite systems operated by the Company are in compliance with the federal Groundwater Rule.
The Clean Water Act regulates discharges from water and wastewater treatment facilities into lakes, rivers, streams, and groundwater. The Company complies with this
Act by obtaining and maintaining all required permits and approvals for discharges from its water and wastewater facilities and by satisfying all conditions and regulatory requirements associated with the permits.
The DEP monitors the quality of wastewater discharge effluent under the provisions of the National Pollutant Discharge Elimination System, or NPDES. The Company
submits monthly reports to the DEP showing the results of its daily effluent monitoring and removal of sludge and biosolids. The Company is not aware of any significant environmental remediation costs necessary from the handling and disposal of
waste material from its wastewater operations.
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Lead and copper may enter drinking water primarily through plumbing materials. The Company is required to comply with the Lead and Copper Rule established by the EPA
and administered by the DEP. The Company must monitor drinking water at customer taps for compliance with this rule. If lead concentrations exceed an action level, the Company must undertake a number of additional actions to control corrosion,
inform the public about steps they should take to protect their health and may be required to replace lead service lines under its control. The Company is currently in compliance with standards under the Lead and Copper Rule.
The DEP and the Susquehanna River Basin Commission, or SRBC, regulate the amount of water withdrawn from streams in the watershed to assure that sufficient quantities
are available to meet the needs of the Company and other regulated users. Through its Division of Dam Safety, the DEP regulates the operation and maintenance of the Company’s impounding dams. The Company routinely inspects its dams and prepares
annual reports of their condition as required by DEP regulations. The DEP reviews these reports and inspects the Company’s dams. The DEP most recently inspected some of the Company’s dams in 2022.
Since 1980, the DEP has required any new dam to have a spillway that is capable of passing the design flood without overtopping the dam. The design flood is either
the Probable Maximum Flood, or PMF, or some fraction of it, depending on the size and location of the dam. PMF is very conservative and is calculated using the most severe combination of meteorological and hydrologic conditions reasonably possible
in the watershed area of a dam.
The Company engaged a professional engineer to analyze the spillway capacities at the Lake Williams and Lake Redman dams and validate the DEP’s recommended flood
design for the dams. Management presented the results of the study to the DEP in December 2004, and DEP then requested that the Company submit a proposed schedule for the actions to address the spillway capacities. Thereafter, the Company
retained an engineering firm to prepare preliminary designs for increasing the spillway capacities to pass the PMF through armoring the dams with roller compacted concrete. Management met with the DEP on a regular basis to review the preliminary
design and discuss scheduling, permitting, and construction requirements including their concern regarding the stability of the Lake Williams spillway in light of current design standards. The Company completed the final design and the permitting
process to armor and replace the spillway of the Lake Williams dam and began construction in 2022 at a total cost of approximately $39 million. The Lake Redman dam will be reviewed following the completion of the work on the Lake Williams dam.
Capital expenditures and operating costs required as a result of water quality standards and environmental requirements have been traditionally recognized by state
public utility commissions as appropriate for inclusion in establishing rates. The capital expenditures currently required as a result of water quality standards and environmental requirements have been budgeted in the Company’s capital program
and represent less than 15% of its expected total capital expenditures over the next five years. The Company is currently in compliance with wastewater environmental standards and does not anticipate any major capital expenditures for its current
wastewater business.
Growth
(All dollar amounts are stated in thousands of dollars)
The Company continues to grow its number of customers and distribution facilities.
The growth in the number of customers is due primarily to the acquisition of water and wastewater systems and organic growth. During the year ended December 31, 2022,
the Company increased its number of customers from 73,144 to 76,731. See “Management’s Discussion and Analysis – Acquisitions and Growth” for a discussion of the Company’s recent acquisitions.
The Company continues to grow its water distribution and wastewater collection systems to provide reliable service to its expanding franchised service territory and
the increasing population within that territory. During the year ended December 31, 2022, the Company installed an additional 97,800 feet of water distribution mains and acquired an additional 235,200 feet of water distribution mains resulting in
1,065 miles of water mains as of December 31, 2022. During the year ended December 31, 2022, the Company acquired an additional 114,100 feet of wastewater collection mains resulting in 94 miles of wastewater mains as of December 31, 2022.
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The Company’s growth in revenues is primarily a result of customer growth and increases in water and wastewater rates. During the year ended December 31, 2022, the
Company recognized revenue of $60,061, an increase of $4,942, or 9.0%, as compared to $55,119 during the year ended December 31, 2021. In 2022, operating revenue was derived from the following sources and in the following percentages:
residential, 65%; commercial and industrial, 27%; and other, 8%, which is primarily from the provision for fire service but includes other water and wastewater service-related income. See “Management’s Discussion and Analysis – Rate Matters” for
a discussion of the Company’s rate case management.
Information about Our Executive Officers
The Company presently has 116 employees, all of which are full time employees including the officers detailed in the information set forth under the caption
“Executive Officers of the Company” of the 2023 Proxy Statement incorporated herein by reference.
Available Information
The Company makes available free of charge, on or through its website (www.yorkwater.com), its annual report on Form 10-K, its quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the
SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements, and other information about SEC registrants, including the Company.
Shareholders may request, without charge, copies of the Company’s financial reports. Such requests, as well as other investor relations inquiries, should be addressed
to:
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Molly E. Houck
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The York Water Company
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(717) 718-2942
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Investor Relations &
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130 East Market Street
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(800) 750-5561
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Communications Administrator
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York, PA 17401
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mollyh@yorkwater.com
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Item 1A.
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Risk Factors.
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Not applicable.
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Item 1B.
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Unresolved Staff Comments.
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None.
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Item 2.
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Properties.
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Source of Water Supply
The Company obtains the bulk of its water supply for its primary system for York and Adams Counties from both the South Branch and East Branch of the Codorus Creek,
which together have an average daily flow of approximately 73.0 million gallons from a combined watershed area of approximately 117 square miles. The Company owns two impounding dams on this primary system located in York and Springfield Townships
adjoining the Borough of Jacobus to the south. The lower dam, the Lake Williams Impounding Dam, creates a reservoir covering approximately 165 acres containing about 870 million gallons of water. The upper dam, the Lake Redman Impounding Dam,
creates a reservoir covering approximately 290 acres containing about 1.3 billion gallons of water. The Company supplements these reservoirs with a 15-mile pipeline from the Susquehanna River to Lake Redman which provides access to an additional
supply of 12.0 million gallons per day, or MGD.
The Company obtains its water supply for its system for Franklin County from the Roxbury Dam on the Conodoguinet Creek, which has an average daily flow of
approximately 26.0 million gallons from a watershed area of approximately 33 square miles. The Company has a reservoir on this system which holds up to approximately 330 million gallons of water.
The Company also owns satellite groundwater systems in York and Adams Counties. The systems consist of eleven wells capable of providing a combined safe yield of
approximately 637,000 gallons per day.
As of December 31, 2022, the Company’s present average daily availability was 40.8 million gallons, and daily consumption was approximately 21.1 million gallons.
Pumping Stations
The Company’s main pumping station is located in Spring Garden Township, York County, on the south branch of the Codorus Creek about four miles downstream from the
Company’s lower impounding dam. The pumping station houses pumping equipment with a combined permitted capacity of 42.0 MGD. A large diesel backup generator is installed to provide power to the pumps in the event of an emergency. The untreated
water is pumped approximately two miles to the filtration plant through pipes owned by the Company.
The Susquehanna River Pumping Station is located on the western shore of the Susquehanna River in York County, several miles south of Wrightsville. The pumping
station houses pumping equipment with a combined permitted capacity of 12.0 MGD. The pumping station pumps water from the Susquehanna River approximately 15 miles through a combination of 30 inch and 36 inch ductile iron main to the Company’s
upper impounding dam, located at Lake Redman.
The Lake Redman Pumping Station is located in York Township, York County, adjacent to Lake Redman. The pumping station is designed to provide a redundant source with
permitted capacity to pump 20.0 MGD of untreated water through a company-owned 36 inch force main approximately 3.5 miles to the filtration plant, meeting the Company’s daily consumption needs.
Treatment Facilities
The Company’s primary water filtration plant is located in Spring Garden Township, York County, about one-half mile south of the City of York. Water at this plant is
filtered through twelve dual media filters having a rated capacity of 39.0 MGD, with a maximum supply of 42.0 MGD for short periods if necessary.
The Company’s sediment recycling facility is located adjacent to this water filtration plant. This state of the art facility employs cutting edge technology to remove
fine, suspended solids from untreated water. The Company estimates that through this energy-efficient, environmentally friendly process, approximately 600 tons of sediment will be removed annually, thereby improving the quality of the Codorus
Creek watershed.
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The Company also operates a water filtration plant in Greene Township, Franklin County. Water at this plant is filtered through filters having a rated capacity of
1.16 MGD.
Based on a total average daily consumption in 2022 of approximately 21.1 million gallons, the Company believes the water pumping and filtering facilities are
adequate to meet present and anticipated demands.
The Company has eight wastewater treatment facilities located in three counties within south-central Pennsylvania. The wastewater treatment plants range
from small extended aeration package plants to three larger facilities that utilize Biological Nutrient Removal/tertiary treatment technology, and have a combined permitted flow capacity of 772,500 gallons. With a projected maximum daily demand
of 314,000 gallons, the plants’ flow paths offer both capacity and operational redundancy for maintenance, high flow events, and potential growth.
Distribution and Collection
The distribution systems of the Company have approximately 1,065 miles of water main lines which range in diameter from 2 inches to 36 inches. The distribution
systems include booster stations and standpipes and reservoirs capable of storing approximately 59.4 million gallons of potable water. All booster stations are equipped with at least two pumps for protection in case of mechanical failure.
Following a deliberate study of customer demand and pumping capacity, the Company installed standby generators at all critical booster stations to provide an alternate energy source or emergency power in the event of an electric utility
interruption.
The eleven wastewater collection systems of the Company have approximately 94 miles of gravity collection mains and pressure force mains along with redundant sewage
pumping stations.
Other Properties
The Company’s distribution center and material and supplies warehouse are located in Springettsbury Township and are composed of three one-story concrete block
buildings aggregating 30,680 square feet.
The administrative and executive offices of the Company are located in one three-story and one two-story brick and masonry buildings, containing a total of
approximately 21,861 square feet, in the City of York, Pennsylvania.
All of the Company’s properties described above are held in fee by the Company. There are no material encumbrances on such properties.
In 1976, the Company entered into a Joint Use and Park Management Agreement with York County under which the Company licensed use of certain of its lands and waters
for public park purposes for a period of 50 years. Under the agreement, York County has agreed not to erect a dam upstream on the East Branch of the Codorus Creek or otherwise obstruct the flow of the creek.
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Item 3.
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Legal Proceedings.
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There are no material legal proceedings involving the Company.
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Item 4.
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Mine Safety Disclosures.
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Not applicable.
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PART II
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Item 5.
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Market Information
The common stock of The York Water Company is traded on the NASDAQ Global Select Market under the symbol YORW.
Shareholders of record (excluding individual participants in securities positions listings) as of December 31, 2022 numbered approximately 1,890.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this
Annual Report.
Purchases of Equity Securities by the Company
The Company did not repurchase any of its securities during the fourth quarter of 2022.
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Item 6.
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Reserved.
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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(All dollar amounts are stated in thousands of dollars.)
Overview
The York Water Company (the “Company”) is the oldest investor-owned water utility in the United States, operated continuously since 1816. The Company also owns and
operates three wastewater collection systems and eight wastewater collection and treatment systems. The Company is a purely regulated water and wastewater utility. Profitability is largely dependent on water revenues. Due to the size of the
Company and the limited geographic diversity of its service territory, weather conditions, particularly precipitation, economic, and market conditions can have an adverse effect on revenues. The Company experienced increased revenues in 2022
compared to 2021 primarily due to an increase in the number of customers and revenues from the distribution system improvement charge, or DSIC.
The Company’s business does not require large amounts of working capital and is not dependent on any single customer or a very few customers for a material portion of
its business. In 2022, operating revenue was derived from the following sources and in the following percentages: residential, 65%; commercial and industrial, 27%; and other, 8%, which is primarily from the provision for fire service, but includes
other water and wastewater service-related income. The diverse customer mix helps to reduce volatility in consumption.
The Company seeks to grow revenues by increasing the volume of water sold through increases in the number of customers served, making timely and prudent investments in
infrastructure replacements, expansion and improvements, and timely filing for rate increases. The Company continuously looks for acquisition and expansion opportunities both within and outside its current service territory as well as through
contractual services and bulk water supply. The Company’s wastewater business provides additional opportunities to expand.
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The Company has entered into agreements with municipalities to provide billing and collection services. The Company also has a service line protection program on a
targeted basis. The Company continues to review and consider opportunities to expand both initiatives to further diversify the business.
In addition to increasing revenue, the Company consistently focuses on minimizing costs without sacrificing water quality or customer service. Paperless billing,
expanding online services, negotiation of favorable electric, banking, and other costs, as well as taking advantage of the Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, and the Internal Revenue Service, or IRS, tangible property regulations,
or TPR, are examples of the Company’s recent efforts to minimize costs.
Impact of COVID-19
On March 11, 2020, the World Health Organization characterized an outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic. The Company has taken steps,
consistent with directions from federal, state, and local authorities, to mitigate known risks with the health and safety of its employees and customers as its first priority.
The Company is an essential, life-sustaining business and has continued normal operations. Although most restrictions have been lifted, the Company continues to
monitor guidance from federal, state, and local authorities. Any new restrictions are not expected to materially impede the Company’s ability to complete its planned capital expenditures or acquisitions. The Company has not experienced any
material supply chain disruptions. The Company has been informed of longer lead times for some items, although this does not impact daily operating supplies. The Company maintains an adequate inventory of critical repair parts which are available
as needed. The Company continues to maintain relationships with its vendors to identify issues in a timely manner while also seeking out additional vendor relationships to diversify its supply chain. The Company has addressed the longer lead
times by placing orders proactively with its vendors to align with current lead times. If the delays increase materially or if certain materials and supplies become unavailable, the Company may re-prioritize some of its capital projects or
experience higher operating expenses or capital costs. The Company believes it has sufficient liquidity and access to the capital markets if needed.
To date, there has been no material impact on the Company’s workforce, operations, financial performance, liquidity, or supply chain as a result of COVID-19. However,
the ultimate duration and severity of the pandemic or its effects on the economy, the capital and credit markets, or the Company’s workforce, customers, and suppliers, as well as governmental and regulatory responses, are uncertain.
Performance Measures
Company management uses financial measures including operating revenues, net income, earnings per share and return on equity to evaluate its financial performance.
Additional statistical measures including number of customers, customer complaint rate, annual customer rates and the efficiency ratio are used to evaluate performance quality. These measures are calculated on a regular basis and compared with
historical information, budget and the other publicly-traded water and wastewater companies.
The Company’s performance in 2022 was strong under the above measures. Operating revenues increased in 2022 compared to 2021 primarily due to an increase in the
number of customers and revenues from the DSIC. The increase in operating revenues offset the increases in operating expenses. The Company incurred lower income taxes primarily due to a higher deduction for the tax benefit under the IRS TPR. The
overall effect was an increase in net income in 2022 over 2021 of 15.3% and a return on year end common equity of 9.5%. The return on year end common equity was strong but lower than the 2021 result of 11.1% and the five-year historical average of
11.0% due to an increase in common equity from an underwritten public stock offering completed in 2022.
The efficiency ratio, which is calculated as net income divided by revenues, is used by management to evaluate its ability to control expenses. Over the five previous
years, the Company’s ratio averaged 28.8%. In 2022, the ratio was higher than the average at 32.6% due primarily to lower income taxes than are included in the historical average. Management is confident that its ratio will compare favorably to
that of its peers. Management continues to look for ways to decrease expenses and increase efficiency as well as to file for rate increases promptly when needed.
Page 11
2022 Compared with 2021
Net income for 2022 was $19,580, an increase of $2,596, or 15.3%, from net income of $16,984 for 2021. The primary contributing factors to the increase were higher
operating revenues and lower income taxes, which were partially offset by higher expenses.
Operating revenues for 2022 increased $4,942, or 9.0%, from $55,119 for 2021 to $60,061 for 2022. The increase was primarily due to growth in the customer base and
revenues from the DSIC of $2,243. The average number of wastewater customers served in 2022 increased as compared to 2021 by 2,284 customers, from 3,325 to 5,609 customers, primarily due to the West Manheim Township acquisition. The average
number of water customers served in 2022 increased as compared to 2021 by 798 customers, from 69,622 to 70,420 customers. Total per capita consumption for 2022 was approximately 1.2% higher than the same period of last year. The Company expects
revenues for 2023 to increase due to an increase in rates effective March 1, 2023, and the continued increase in the number of water and wastewater customers from acquisitions and growth within the Company’s service territory. Any slowdown
resulting from COVID-19 or economic factors or changes in consumption patterns could impact results. Other regulatory actions and weather patterns could also impact results.
Operating expenses for 2022 increased $3,855, or 12.2%, from $31,723 for 2021 to $35,578 for the corresponding 2022 period. The increase was primarily due to higher
expenses of approximately $1,280 for depreciation, $732 for wastewater treatment, $522 for wages, $499 for water treatment, $442 for distribution system maintenance, and $222 for billing and revenue collection services. Other expenses increased by
a net of $272. The increased expenses were partially offset by $114 for lower pension administration expenses. In 2023, the Company expects depreciation expense to continue to rise due to additional investment in utility plant, and other expenses
to increase as costs to treat water and wastewater, and to maintain and extend the distribution system, continue to rise.
Interest on debt for 2022 increased $188 or 3.8%, from $4,926 for 2021 to $5,114 for 2022. The increase was primarily due to an increase in interest rates and
long-term debt outstanding. The average debt outstanding under the lines of credit was $13,428 for 2022 and $11,487 for 2021. The weighted average interest rate on the lines of credit was 2.11% for 2022 and 1.30% for 2021. Interest expense for
2023 is expected to be higher due to continued borrowings and expected increases in interest rates.
Allowance for funds used during construction increased $280, from $1,221 in 2021 to $1,501 in 2022 due to a higher volume of eligible construction. Allowance for
funds used during construction in 2023 is expected to increase based on a projected increase in the amount of eligible construction.
Other income (expenses), net for 2022 reflects decreased expenses of $373 as compared to 2021. Lower retirement expenses of approximately $660 due mostly to an
increase in the discount rate, were the primary reason for the decrease. Lower earnings on life insurance policies of $145 and higher charitable contributions of $58 partially offset the decrease. Other expenses increased by a net of $84. In
2023, other income (expenses) will be largely determined by the change in market returns and discount rates for retirement programs and related assets.
Income taxes for 2022 decreased $1,105, or 98.7%, compared to 2021 primarily due to higher deductions from the IRS TPR. The Company’s effective tax rate was 0.1% for
2022 and 6.2% for 2021. The Company’s effective tax rate for 2023 will be largely determined by the level of eligible asset improvements expensed for tax purposes under TPR each period.
Rate Matters
See Note 10 to the Company’s financial statements included herein for a discussion of its rate matters.
Effective January 1, 2023, the Company’s tariff included a DSIC on revenues of 4.91%. The DSIC reset to zero when new rates took effect on March 1,
2023.
Page 12
Acquisitions and Growth
See Note 2 to the Company’s financial statements included herein for a discussion of completed acquisitions included in financial results.
On November 9, 2022, the Company signed an agreement to purchase the wastewater collection and treatment assets of CMV Sewage Co., Inc. in Chanceford Township, York
County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the second half of 2023 at which time the Company will add approximately 280 wastewater
customers.
On June 9, 2022, the Company signed an agreement to purchase the wastewater collection and treatment assets of MESCO, Inc. in Monaghan Township, York County,
Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the second half of 2023 at which time the Company will add approximately 180 wastewater customers.
On April 28, 2022, the Company signed an agreement to purchase the water assets and wastewater collection and treatment assets of Conewago Industrial Park Water &
Sewer Company in Donegal Township, Lancaster County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in the second half of 2023 at which time the
Company will add approximately 30 commercial and industrial water and wastewater customers.
In total, these acquisitions are expected to be immaterial to Company results. The Company is also pursuing other bulk water contracts and acquisitions in and around
its service territory to help offset any potential declines in per capita water consumption and to grow its business.
On May 10, 2017, the Company signed an emergency interconnect agreement with Dallastown-Yoe Water Authority. The effectiveness of this agreement is contingent upon
receiving approval from all required regulatory authorities. Approval is expected to be granted in 2023 at which time the Company will begin construction of a water main extension to a single point of interconnection and either supply a minimum
agreed upon amount of water to the authority, receive a payment in lieu of water, or provide water during an emergency, at current tariff rates.
Capital Expenditures
During 2022, the Company invested $50,532 in construction expenditures for routine items, armoring and replacing the spillway of the Lake Williams dam, and wastewater
treatment plant construction as well as various replacements and improvements to infrastructure. In addition, the Company invested $3,388 in the acquisition of multiple water and wastewater systems. The Company replaced approximately 61,000 feet
of main in 2022. The Company was able to fund construction expenditures using internally-generated funds, line of credit borrowings, cash generated from the underwritten common stock offering, proceeds from its stock purchase plans and customer
advances and contributions from developers, municipalities, customers, or builders. See Notes 1, 4 and 5 to the Company’s financial statements included herein.
The Company anticipates construction and acquisition expenditures for 2023 and 2024 of approximately $60,600 and $47,100, respectively, exclusive of any acquisitions
not yet approved. In addition to routine transmission and distribution projects, a portion of the anticipated 2023 and 2024 expenditures will be for additional main extensions, armoring and replacing the spillway of the Lake Williams dam,
wastewater treatment plant construction, water treatment plant upgrades, and various replacements of infrastructure. The Company intends to use primarily internally-generated funds for its anticipated 2023 and 2024 construction and fund the
remainder through line of credit borrowings, potential debt and equity offerings, proceeds from its stock purchase plans and customer advances and contributions (see Note 1 to the Company’s financial statements included herein). Customer advances
and contributions are expected to account for between 5% and 10% of funding requirements in 2023 and 2024. The Company believes it will have adequate credit facilities and access to the capital markets, if necessary, during 2023 and 2024, to fund
anticipated construction and acquisition expenditures.
Page 13
Liquidity and Capital Resources
Cash
The Company manages its cash through a cash management account that is directly connected to its line of credit. Excess cash generated automatically pays down
outstanding borrowings under the line of credit arrangement. If there are no outstanding borrowings, the cash is used as an earnings credit to reduce banking fees. Likewise, if additional funds are needed beyond what is generated internally for
payroll, to pay suppliers, to fund capital expenditures, or to pay debt service, funds are automatically borrowed under the line of credit. As of December 31, 2022, the Company borrowed $29,740 under its line of credit and incurred a cash
overdraft on its cash management account of $3,175, which was recorded in accounts payable. The cash management facility connected to the line of credit is expected to provide the necessary liquidity and funding for the Company’s operations,
capital expenditures, and acquisitions for the foreseeable future.
Restricted Cash
At December 31, 2020, the Company held $5,000 in restricted cash which was the bid deposit for a potential acquisition which became unrestricted in the first quarter
of 2021.
Accounts Receivable
The accounts receivable balance tends to follow the change in revenues but is also affected by the timeliness of payments by customers and the level of the reserve for
doubtful accounts. In 2022, higher revenue levels as compared to 2021 and a slight weakening in the timeliness of payments resulted in an increase in accounts receivable – customers. A reserve is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated based on inactive accounts with outstanding balances. Management periodically evaluates the adequacy of the reserve based on past experience, agings of the receivables, adverse situations that
may affect a customer’s ability to pay, current economic conditions, and other relevant factors. During 2022, management’s assessment included consideration of the COVID-19 pandemic along with past trends during times of economic instability and
regulations from the PPUC regarding customer collections, including the aging of balances in payment agreements, and determined its allowance for doubtful accounts should remain elevated compared to historical norms. If the status of these factors
deteriorates, the Company may incur additional expenses for uncollectible accounts and experience a reduction in its internally-generated funds.
Internally-generated Funds
The amount of internally-generated funds available for operations and construction depends on the Company’s ability to obtain timely and adequate rate relief, changes
in regulations, customers’ water usage, weather conditions, customer growth and controlled expenses. In 2022, the Company generated $22,018 internally as compared to $22,959 in 2021. The decrease from 2021 was primarily due to the increase in
accounts receivable – customers partially offset by higher net income and lower income taxes paid.
Common Stock
On April 5, 2022, the Company closed an underwritten public offering of 975,600 shares of its common stock, with an offering price of $41 per share. On April 7, 2022,
the Company closed on the full exercise of the underwriter’s option to purchase an additional 146,340 shares of its common stock at the same price. Janney Montgomery Scott LLC was the underwriter in the offering. The Company received net proceeds
in the offering, after deducting offering expenses and underwriters’ discounts and commissions, of $43,970. The net proceeds were used to repay the Company’s borrowings under its line of credit agreement incurred to fund capital expenditures and
acquisitions, and for general corporate purposes.
Common stockholders’ equity as a percent of the total capitalization was 59.3% as of December 31, 2022, compared with 50.6% as of December 31, 2021. Based on the
equity percentage falling to fifty percent, the Company completed the underwritten common stock offering, increasing equity as a percentage of total capitalization. The Company expects to use long-term debt for its future financing needs and allow
the debt percentage to trend upward until it approaches fifty percent before considering additional equity. It is the Company’s general intent to target equity between fifty and fifty-five percent of total capitalization.
Page 14
The Company has the ability to issue approximately $4,000 of additional shares of its common stock or debt securities remaining under an effective
“shelf” Registration Statement on Form S-3 on file with the Securities and Exchange Commission subject to market conditions at the time of any such offering.
Credit Line
Historically, the Company has borrowed under its lines of credit before refinancing with long-term debt or equity capital. As of December 31, 2022, the Company
maintained an unsecured line of credit in the amount of $50,000 at an interest rate of LIBOR plus 1.05% with an unused commitment fee and an interest rate floor which matures September 2024. The Company had $29,740 in outstanding borrowings under
its line of credit as of December 31, 2022. The interest rate on line of credit borrowings as of December 31, 2022 was 5.17%. In the third quarter of 2022, the Company renewed its committed line of credit and extended the maturity date to
September 2024. As part of the renewal, the interest rate changed from LIBOR plus 1.05% to a successor rate of the Secured Overnight Financing Rate, or SOFR, plus 1.17% on January 1, 2023, in advance of the likely discontinuation of LIBOR in
2023. No other terms or conditions of the line of credit agreement were modified. The Company expects to renew this line of credit as it matures under similar terms and conditions.
The Company has taken steps to manage the risk of reduced credit availability. It has established a committed line of credit with a 2-year revolving maturity that
cannot be called on demand. There is no guarantee that the Company will be able to obtain sufficient lines of credit with favorable terms in the future. If the Company is unable to obtain sufficient lines of credit or to refinance its line of
credit borrowings with long-term debt or equity, when necessary, it may have to eliminate or postpone capital expenditures. Management believes the Company will have adequate capacity under its current line of credit to meet financing needs
throughout 2023.
Long-term Debt
The Company’s loan agreements contain various covenants and restrictions. Management believes it is currently in compliance with all of these restrictions. See Note
6 to the Company’s financial statements included herein for additional information regarding these restrictions.
The 8.43% Senior Notes, Series D had a maturity date of December 18, 2022. The Company retired the $7,500 notes using funds available under its line of credit.
The Company’s total long-term debt as a percentage of the total capitalization, defined as total common stockholders’ equity plus total long-term debt, was 40.7% as of
December 31, 2022, compared with 49.4% as of December 31, 2021. Based on the debt percentage reaching fifty percent, the Company completed an underwritten common stock offering in April 2022 and repaid its line of credit, decreasing long-term debt
as a percentage of total capitalization. The Company expects to use long-term debt for its future financing needs and allow the debt percentage to trend upward. A debt to total capitalization ratio between forty-five and fifty percent has
historically been acceptable to the PPUC in rate filings. See Note 6 to the Company’s financial statements included herein for the details of its long-term debt outstanding as of December 31, 2022.
The variable rate line of credit and the interest rate swap of the Company use the London Interbank Offering Rate (“LIBOR”) as a benchmark for establishing the rates.
The United Kingdom’s Financial Conduct Authority (UK FCA), which regulates LIBOR, has previously announced that it intends to stop encouraging or compelling banks to submit rates for the calculation of LIBOR rates after 2021. On January 4, 2022,
the UK FCA announced that certain dollar-denominated LIBOR settings, including the 1-month setting used by the Company’s variable line of credit and interest rate swap, would be calculated through June 30, 2023. This indicates that the continuation
of LIBOR on the current basis is not guaranteed after that date and, based on the foregoing, it appears likely that LIBOR will be discontinued or modified. As part of the renewal of its line of credit in the third quarter of 2022, the agreement
was amended to change the reference rate from LIBOR to SOFR on January 1, 2023. In the fourth quarter of 2022, the interest rate swap agreement was amended to change the reference rate from LIBOR to SOFR effective with the discontinuance of
LIBOR. The margin for both agreements were established at the historical spread between LIBOR and SOFR to minimize the impact on the Company’s financial position, results of operations and cash flows upon this change. The Company is not aware of
any additional modifications that need to be made to existing agreements before the discontinuance of LIBOR.
Page 15
Income Taxes, Deferred Income Taxes and Uncertain Tax Positions
Under the Internal Revenue Service TPR, the Company is permitted to deduct the costs of certain asset improvements that were previously being capitalized and
depreciated for tax purposes as an expense on its income tax return. This ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently
payable. It also results in increases to deferred tax liabilities and regulatory assets representing the appropriate book and tax basis difference on capital additions. The Company expects to continue to expense these asset improvements in the
future.
The Company’s effective tax rate will largely be determined by the level of eligible asset improvements expensed for tax purposes that would have been capitalized for
tax purposes prior to the implementation of the TPR.
On July 8, 2022, the Pennsylvania budget for the fiscal year ending June 30, 2023 was signed into law. A provision within the tax code bill included with the budget
provides for an annual phase-down of the Pennsylvania corporate net income tax rate of one percentage point in the first year beginning January 1, 2023 from 9.99% to 8.99%, and a one-half percentage point each year thereafter until it reaches 4.99%
beginning January 1, 2031. The Company has remeasured the state portion of the Company’s deferred income taxes. The effect, net of the federal benefit, of $3 was recognized in income for the year ended December 31, 2022. Deferred income taxes
for differences that are recognized for ratemaking purposes on a cash or flow-through basis were remeasured with offsetting changes to regulatory assets and liabilities on the balance sheet as of December 31, 2022. The Company expects any savings
in its Pennsylvania current income taxes to be returned to its customers through the rate making process or as a future negative surcharge on their bills.
The Company has a substantial deferred income tax asset primarily due to the excess accumulated deferred income taxes on accelerated depreciation from the 2017 Tax Act
and the differences between the book and tax balances of the customers’ advances for construction and contributions in aid of construction and deferred compensation plans. The Company does not believe a valuation allowance is required due to the
expected generation of future taxable income during the periods in which those temporary differences become deductible.
The Company has seen an increase in its deferred income tax liability amounts primarily as a result of the accelerated depreciation deduction available for federal tax
purposes which creates differences between book and tax depreciation expense. The Company expects this trend to continue as it makes significant investments in capital expenditures subject to accelerated depreciation or TPR.
The Company has determined there are no uncertain tax positions that require recognition as of December 31, 2022. See Note 14 to the Company’s financial statements
included herein for additional details regarding income taxes.
Credit Rating
On August 9, 2022, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. The Company’s ability to maintain
its credit rating depends, among other things, on adequate and timely rate relief, which it has been successful in obtaining, its ability to fund capital expenditures in a balanced manner using both debt and equity and its ability to generate cash
flow. In 2023, the Company’s objectives are to continue to maximize its funds provided by operations and maintain a strong capital structure in order to be able to attract capital.
Physical and Cyber Security
The Company maintains security measures at its facilities, and collaborates with federal, state, and local authorities, and industry trade associations
regarding information on possible threats and security measures for water and wastewater utility operations. The costs incurred are expected to be recoverable in water and wastewater rates and are not expected to have a material impact on its
business, financial condition, or results of operations.
Page 16
The Company relies on information technology systems in connection with the operation of the business, especially with respect to customer service,
billing, accounting, and in some cases, the monitoring and operation of treatment, storage, and pumping facilities. In addition, the Company relies on these systems to track utility assets and to manage maintenance and construction projects,
materials and supplies, and human resource functions. The information technology systems may be vulnerable to damage or interruption from cyber security attacks or other cyber-related events, including, but not limited to, power loss, computer
systems failures, internet, telecommunications or data network failures, physical and electronic loss of data, computer viruses, intentional security breaches, hacking, denial of service actions, misappropriation of data, and similar events. In
some cases, administration of certain functions may be outsourced to third-party service providers that could also be targets of cyber security attacks. A loss of these systems, or major problems with the operation of these systems, could harm the
business, financial condition, and results of operations of the Company through the loss or compromise of customer, financial, employee, or operational data, disruption of billing, collections or normal field service activities, disruption of
electronic monitoring and control of operational systems, and delays in financial reporting and other normal management functions.
Possible impacts associated with a cyber security attack or other events may include remediation costs related to lost, stolen, or compromised data,
repairs to data processing systems, increased cyber security protection costs, adverse effects on our compliance with regulatory and environmental laws and regulation, including standards for drinking water, litigation, and reputational damage.
The Company has implemented processes, procedures, and controls to prevent or limit the effect of these possible events and maintains insurance to help
defray costs associated with cyber security attacks. The Company has not experienced a material impact on business or operations from these attacks. Although the Company does not believe its systems are at a materially greater risk of cyber
security attacks than other similar organizations and despite the implementation of robust security measures, the Company cannot provide assurance that the insurance will fully cover the costs of a cyber security event, and its robust security
measures do not guarantee that reputation and financial results will not be adversely affected by such an incident.
Environmental Matters
The Company was granted approval by the PPUC to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned
service lines over nine years from the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base
rates to customers, over a four-year period. The cost for the customer-owned lead service line replacements was approximately $1,518 and $1,351 through December 31, 2022 and 2021, respectively, and is included as a regulatory asset. Based on its
experience, the Company estimates that lead customer-owned service lines replacements will cost $1,700. This estimate is subject to adjustment as more facts become available.
Dividends
During 2022, the Company’s dividend payout ratios relative to net income and net cash provided by operating activities were 56.2% and 48.5%, respectively. During
2021, the Company’s dividend payout ratios relative to net income and net cash provided by operating activities were 58.3% and 42.7%, respectively. During the fourth quarter of 2022, the Board of Directors increased the dividend by 4.00% from
$0.1949 per share to $0.2027 per share per quarter.
The Company’s Board of Directors declared a dividend in the amount of $0.2027 per share at its February 2023 meeting. The dividend is payable on April 14, 2023 to
shareholders of record as of February 28, 2023. While the Company expects to maintain this dividend amount in 2023, future dividends will be dependent upon the Company’s earnings, financial condition, capital demands and other factors and will be
determined by the Company’s Board of Directors. See Note 6 to the Company’s financial statements included herein for restrictions on dividend payments.
Page 17
Inflation
The Company is affected by inflation, most notably by the continually increasing costs incurred to maintain and expand its service capacity. The cumulative effect of
inflation results in significantly higher facility replacement costs which must be recovered from future cash flows. The ability of the Company to recover this increased investment in facilities is dependent upon future rate increases, which are
subject to approval by the PPUC. The Company can provide no assurances that its rate increases will be approved by the PPUC; and, if approved, the Company cannot guarantee that these rate increases will be granted in a timely or sufficient manner
to cover the investments and expenses for which the rate increase was sought.
Critical Accounting Estimates
The methods, estimates, and judgments the Company used in applying its accounting policies have a significant impact on the results reported in its financial
statements. The Company’s accounting policies require management to make subjective judgments because of the need to make estimates of matters that are inherently uncertain. The Company’s most critical accounting estimates include: revenue
recognition and accounting for its pension plans.
Revenue Recognition
Operating revenues include amounts billed to metered water and certain wastewater customers on a cycle basis and unbilled amounts based on both actual and estimated
usage from the latest meter reading to the end of the accounting period. Estimates are based on average daily usage for those particular customers. The unbilled revenue amount is recorded as a current asset on the balance sheet. Actual results
could differ from these estimates and would result in operating revenues being adjusted in the period in which the actual usage is known. Based on historical experience, the Company believes its estimate of unbilled revenues is reasonable.
Pension Accounting
Accounting for defined benefit pension plans requires estimates of future compensation increases, mortality, the discount rate, and expected return on plan assets as
well as other variables. These variables are reviewed annually with the Company’s pension actuary. The Company used compensation increases of 2.5% to 3.0% in 2021 and 2022.
The Company adopted a new mortality table in 2019, the Pri-2012, using the white collar table for the administrative and general plan and the blue collar table for the
union plan. In 2021, the Company adopted the MP-2021 mortality improvement scale, which slightly increased the life expectancy of pension plan participants, resulting in a slight increase to the pension benefit obligation, and ultimately, a
decrease in the Company’s funded status of the plans.
The Company selected its December 31, 2022 and 2021 discount rates based on the FTSE Pension Liability Index. This index uses spot rates for durations out to 30 years
and matches them to expected disbursements from the plan over the long term. The Company believes this index most appropriately matches its pension obligations. The present values of the Company’s future pension obligations were determined using
a discount rate of 5.00% at December 31, 2022 and 2.65% at December 31, 2021.
Adopting a new mortality table that represents a change in life expectancy and choosing a different discount rate normally changes the amount of pension expense and
the corresponding liability. In the case of the Company, these items change its liability, but do not have an impact on its pension expense. The PPUC, in a previous rate settlement, agreed to grant recovery of the Company’s contribution to the
pension plans in customer rates. As a result, under the accounting standards regarding rate-regulated activities, expense in excess of the Company’s pension plan contribution can be deferred as a regulatory asset and expensed as contributions are
made to the plans and are recovered in customer rates. Therefore, these changes affect regulatory assets rather than pension expense.
Page 18
The Company’s estimate of the expected return on plan assets is primarily based on the historic returns and projected future returns of the asset classes represented
in its plans. The target allocation of pension assets is 50% to 70% equity securities, 30% to 50% fixed income securities, and 0% to 10% cash reserves. The Company used 6.50% as its expected rate of return in 2021 and 2022. A decrease in the
expected pension return would normally cause an increase in pension expense; however due to the aforementioned rate settlement, the Company’s expense would continue to be equal to its contributions to the plans. The change would instead be
recorded in regulatory assets.
Lower discount rates and underperformance of assets could cause future required contributions and expense to increase substantially. If this were to happen, the
Company would have to consider changes to its pension plan benefits and possibly request additional recovery of expenses through increased rates charged to customers. See Note 11 to the Company’s financial statements included herein for additional
details regarding the pension plans.
Off-Balance Sheet Transactions
The Company does not use off-balance sheet transactions, arrangements or obligations that may have a material current or future effect on financial condition, results
of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. The Company does not use securitization of receivables or unconsolidated entities. For risk management purposes, the Company uses
a derivative financial instrument, an interest rate swap agreement discussed in Note 7 to the financial statements included herein. The Company does not engage in trading or other risk management activities, does not use other derivative financial
instruments for any purpose, has no material lease obligations, no guarantees and does not have material transactions involving related parties.
Impact of Recent Accounting Pronouncements
There are currently no recent accounting pronouncements that are expected to have a material impact to the Company’s financial statements.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Not applicable.
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Item 8.
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Financial Statements.
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Page
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Report of Independent Registered Public Accounting Firm (PCAOB ID )
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20 |
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Balance Sheets
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21 | |||
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Statements of Income
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23 | |||
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Statements of Common Stockholders’ Equity
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24 | |||
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Statements of Cash Flows
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25 | |||
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Notes to Financial Statements
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26 | |||
Page 19
To the Stockholders and the Board of Directors of
The York Water Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of The York Water Company (the “Company”) as of December 31, 2022 and 2021, the related statements of
income, common stockholders’ equity, and cash flows for the years then ended and the related notes and financial statement schedule listed in Item 15(a)2 (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
Basis for Opinion
The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.
/s/ Baker Tilly US, LLP
We have served as the Company’s auditor since 2003.
March 7, 2023
Page 20
THE YORK WATER COMPANY
(In thousands of dollars, except per share amounts)
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Dec. 31, 2022
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Dec. 31, 2021
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ASSETS
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UTILITY PLANT, at original cost
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$
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$
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Plant acquisition adjustments
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(
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)
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(
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)
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||||
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Accumulated depreciation
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(
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)
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(
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)
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||||
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Net utility plant
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||||||
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OTHER PHYSICAL PROPERTY, net of accumulated depreciation
of $
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||||||
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CURRENT ASSETS:
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Cash and cash equivalents
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||||||
|
Accounts receivable, net of reserves of $
and $ |
|
|
||||||
|
Unbilled revenues
|
|
|
||||||
|
Recoverable income taxes
|
|
|
||||||
|
Materials and supplies inventories, at cost
|
|
|
||||||
|
Prepaid expenses
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
OTHER LONG-TERM ASSETS:
|
||||||||
|
Prepaid pension cost
|
|
|
||||||
|
Note receivable
|
|
|
||||||
|
Deferred regulatory assets
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total other long-term assets
|
|
|
||||||
|
Total Assets
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these statements.
Page 21
THE YORK WATER COMPANY
Balance Sheets
(In thousands of dollars, except per share amounts)
|
Dec. 31, 2022
|
Dec. 31, 2021
|
|||||||
|
STOCKHOLDERS’ EQUITY AND LIABILITIES
|
||||||||
|
COMMON STOCKHOLDERS’ EQUITY:
|
||||||||
|
Common stock,
issued and outstanding
and
|
$
|
|
$
|
|
||||
|
Retained earnings
|
|
|
||||||
|
Total common stockholders’ equity
|
|
|
||||||
|
PREFERRED STOCK, authorized
|
|
|
||||||
|
LONG-TERM DEBT, excluding current portion
|
|
|
||||||
|
COMMITMENTS
|
|
|
||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current portion of long-term debt
|
|
|
||||||
|
Accounts payable
|
|
|
||||||
|
Dividends payable
|
|
|
||||||
|
Accrued compensation and benefits
|
|
|
||||||
|
Accrued interest
|
|
|
||||||
|
Deferred regulatory liabilities
|
|
|
||||||
|
Other accrued expenses
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
DEFERRED CREDITS:
|
||||||||
|
Customers’ advances for construction
|
|
|
||||||
|
Deferred income taxes
|
|
|
||||||
|
Deferred employee benefits
|
|
|
||||||
|
Deferred regulatory liabilities
|
|
|
||||||
|
Other deferred credits
|
|
|
||||||
|
Total deferred credits
|
|
|
||||||
|
Contributions in aid of construction
|
|
|
||||||
|
Total Stockholders’ Equity and Liabilities
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these statements.
Page 22
THE YORK WATER COMPANY
(In thousands of dollars, except per share amounts)
|
Year Ended December 31
|
||||||||
|
2022
|
2021
|
|||||||
|
OPERATING REVENUES
|
$
|
|
$
|
|
||||
|
OPERATING EXPENSES:
|
||||||||
|
Operation and maintenance
|
|
|
||||||
|
Administrative and general
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Taxes other than income taxes
|
|
|
||||||
|
|
|
|||||||
|
Operating income
|
|
|
||||||
|
OTHER INCOME (EXPENSES):
|
||||||||
|
Interest on debt
|
(
|
)
|
(
|
)
|
||||
|
Allowance for funds used during construction
|
|
|
||||||
|
Other pension costs
|
(
|
)
|
(
|
)
|
||||
|
Other income (expenses), net
|
|
|
(
|
)
|
||||
|
(
|
)
|
(
|
)
|
|||||
|
Income before income taxes
|
|
|
||||||
|
Income taxes
|
|
|
||||||
|
Net Income
|
$
|
|
$
|
|
||||
|
Basic Earnings Per Share
|
$
|
|
$
|
|
||||
|
Diluted Earnings Per Share
|
$
|
|
$
|
|
||||
The accompanying notes are an integral part of these statements.
Page 23
THE YORK WATER COMPANY
(In thousands of dollars, except per share amounts)
For the Years Ended December 31, 2022
and 2021
|
Common
Stock
Shares
|
Common
Stock
Amount
|
Retained
Earnings
|
Total
|
|||||||||||||
|
Balance, December 31, 2020
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Net income
|
–
|
|
|
|
||||||||||||
|
Cash dividends declared, $
|
– | ( |
) | ( |
) | |||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
|
|
|
|
||||||||||||
|
Stock-based compensation
|
|
|
|
|
||||||||||||
|
Balance, December 31, 2021
|
|
|
|
|
||||||||||||
|
Net income
|
–
|
|
|
|
||||||||||||
|
Cash dividends declared, $
|
–
|
|
(
|
)
|
(
|
)
|
||||||||||
|
Issuance of common stock
|
||||||||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
|
|
|
|
||||||||||||
|
Stock-based compensation
|
|
|
|
|
||||||||||||
|
Balance, December 31, 2022
|
|
$
|
|
$
|
|
$
|
|
|||||||||
The accompanying notes are an integral part of these statements.
Page 24
THE YORK WATER COMPANY
(In thousands of dollars, except per share amounts)
|
Year Ended December 31
|
||||||||
|
2022
|
2021
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
|
$
|
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
|
|
||||||
|
Stock-based compensation
|
|
|
||||||
|
Increase in deferred income taxes
|
|
|
||||||
|
Other
|
(
|
)
|
|
|||||
|
Changes in assets and liabilities:
|
||||||||
|
(Increase) decrease in accounts receivable and unbilled revenues
|
(
|
)
|
|
|||||
|
(Increase) decrease in recoverable income taxes
|
|
(
|
)
|
|||||
|
Increase in materials and supplies, prepaid expenses, prepaid pension cost,
regulatory and other assets
|
(
|
)
|
(
|
)
|
||||
|
Increase (decrease) in accounts payable, accrued compensation and benefits, accrued
expenses, deferred employee benefits, regulatory liabilities, and other deferred credits
|
(
|
)
|
|
|||||
|
Increase in accrued interest
|
|
|
||||||
|
Net cash provided by operating activities
|
|
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Utility plant additions, including debt portion of allowance for funds used during
construction of $
|
(
|
)
|
(
|
)
|
||||
|
Acquisitions of water and wastewater systems
|
(
|
)
|
(
|
)
|
||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Customers’ advances for construction and contributions in aid of construction
|
|
|
||||||
|
Repayments of customer advances
|
(
|
)
|
(
|
)
|
||||
|
Proceeds of long-term debt issues
|
|
|
||||||
|
Repayments of long-term debt
|
(
|
)
|
(
|
)
|
||||
|
Changes in cash overdraft position
|
|
|
||||||
|
Issuance of common stock
|
|
|
||||||
|
Dividends paid
|
(
|
)
|
(
|
)
|
||||
|
Net cash provided by financing activities
|
|
|
||||||
|
Net change in cash, cash equivalents, and restricted cash
|
|
(
|
)
|
|||||
|
Cash, cash equivalents, and restricted cash at beginning of year
|
|
|
||||||
|
Cash, cash equivalents, and restricted cash at end of year
|
$
|
|
$
|
|
||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Interest, net of amounts capitalized
|
$
|
|
$
|
|
||||
|
Income taxes
|
|
|
||||||
|
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
|
Accounts payable includes $
|
||||||||
The accompanying notes are an integral part of these statements.
Page 25
1. Significant Accounting Policies
The primary business of The York Water Company, or the Company, is to impound,
purify and distribute water. The Company also owns and operates three wastewater collection systems and eight wastewater collection and treatment systems. The Company operates within its franchised territory located in three counties within south-central Pennsylvania and is subject to regulation by the Pennsylvania Public Utility Commission, or PPUC.
The following summarizes the significant accounting policies employed by The York Water Company.
Utility Plant and Depreciation
The cost of additions includes contracted cost, direct labor and fringe benefits, materials, overhead and, for certain utility plant, allowance for funds
used during construction. In accordance with regulatory accounting requirements, water and wastewater systems acquired are recorded at estimated original cost of utility plant when first devoted to utility service and the applicable depreciation is
recorded to accumulated depreciation. The difference between the estimated original cost less applicable accumulated depreciation, and the purchase price and acquisition costs, is recorded as an acquisition adjustment within utility plant as
permitted by the PPUC. At December 31, 2022 and 2021, utility plant includes a net credit acquisition adjustment of $9,178 and $3,637 , respectively. For those amounts approved by the PPUC, the net acquisition adjustment is being amortized over the remaining life of the respective
assets. Certain amounts are still awaiting approval from the PPUC before amortization will commence. Amortization amounted to $67
Upon normal retirement of depreciable property, the estimated or actual cost of the asset is credited to the utility plant account, and such amounts,
together with the cost of removal less salvage value, are charged to the reserve for depreciation. To the extent the Company recovers cost of removal or other retirement costs through rates after the retirement costs are incurred, a regulatory asset
is reported. Gains or losses from abnormal retirements are reflected in income currently.
The straight-line remaining life method is used to compute depreciation on utility plant cost, exclusive of land and land rights. Annual provisions for
depreciation of transportation and mechanical equipment included in utility plant are computed on a straight-line basis over the estimated service lives. Such provisions are charged to clearing accounts and apportioned therefrom to operating
expenses and other accounts in accordance with the Uniform System of Accounts as prescribed by the PPUC.
The Company charges to maintenance expense the cost of repairs and replacements and renewals of minor items of property. Maintenance of transportation
equipment is charged to clearing accounts and apportioned from there in a manner similar to depreciation. The cost of replacements, renewals, and betterments of units of property is capitalized to the utility plant accounts.
The following remaining lives are used for financial reporting purposes:
|
December 31
|
Approximate range
|
|||||||||||
|
Utility Plant Asset Category
|
2022
|
2021
|
of remaining lives
|
|||||||||
|
Mains and accessories
|
$
|
|
$
|
|
|
|||||||
|
Services, meters, and hydrants
|
|
|
|
|||||||||
|
Operations structures, reservoirs, and water tanks
|
|
|
|
|||||||||
|
Pumping and treatment equipment
|
|
|
|
|||||||||
|
Office, transportation, and operating equipment
|
|
|
|
|||||||||
|
Land and other non-depreciable assets
|
|
|
–
|
|||||||||
|
Utility plant in service
|
|
|
||||||||||
|
Construction work in progress
|
|
|
–
|
|||||||||
|
Total Utility Plant
|
$
|
|
$
|
|
||||||||
Page 26
The effective rate of depreciation was 2.38 %
in 2022 and 2.33 % in 2021, on average utility plant, net of customers’ advances and contributions. Larger depreciation provisions resulting from allowable accelerated
methods are deducted for tax purposes.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents except for those instruments earmarked to fund construction expenditures or repay long-term debt.
The Company periodically maintains cash balances in major financial institutions in excess of the federally insured limit by the Federal Deposit Insurance
Corporation (FDIC). The Company has not experienced any losses and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Restricted Cash
The Company considers any cash account that it cannot access on demand due to contractual or legal reasons to be restricted cash.
At December 31, 2022 and 2021, the Company held no
Accounts Receivable
Accounts receivable are stated at outstanding balances, less a reserve for doubtful accounts. The reserve for doubtful accounts is established through
provisions charged against income. Accounts deemed to be uncollectible are charged against the reserve and subsequent recoveries, if any, are credited to the reserve. The reserve for doubtful accounts is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the reserve is based on past experience, agings of the receivables, adverse situations that may affect a customer’s ability to pay, current
economic conditions, and other relevant factors. This evaluation is inherently subjective. Unpaid balances remaining after the stated payment terms are considered past due.
Materials and Supplies Inventories
Materials and supplies inventories are stated at cost. Costs are determined using the average cost method.
Note Receivable
Note receivable is recorded at cost and represents amounts due from a municipality for construction of water mains in their municipality. Management,
considering current information and events regarding the borrowers’ ability to repay their obligations, considers a note to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms
of the note agreement. When a note is considered to be impaired, the carrying value of the note is written down. The amount of the impairment is measured based on the present value of expected future cash flows discounted at the note’s effective
interest rate.
Regulatory Assets and Liabilities
The Company is subject to the provisions of generally accepted accounting principles regarding rate-regulated entities. The accounting standards provide
for the recognition of regulatory assets and liabilities as allowed by regulators for costs or credits that are reflected in current customer rates or are considered probable of being included in future rates. The regulatory assets or liabilities
are then relieved as the cost or credit is reflected in rates. Regulatory assets represent costs that are expected to be fully recovered from customers in future rates while regulatory liabilities represent amounts that are expected to be refunded
to customers in future rates. These deferred costs have been excluded from the Company’s rate base and, therefore, no return is being earned on the unamortized balances.
Page 27
Regulatory assets and liabilities are comprised of the following:
|
December 31
|
Remaining Recovery
|
|||||||||||
|
2022
|
2021
|
Periods
|
||||||||||
|
Assets
|
||||||||||||
|
Income taxes
|
$
|
|
$
|
|
Various
|
|||||||
|
Unrealized swap losses
|
|
|
|
|||||||||
|
Utility plant retirement costs
|
|
|
|
|||||||||
|
Customer-owned lead service line replacements
|
|
|
Various
|
|||||||||
|
Income taxes on customers’ advances for
construction and contributions in aid of
construction
|
|
|
Various
|
|||||||||
|
Service life study expenses
|
|
|
|
|||||||||
|
Rate case filing expenses
|
|
|
|
|||||||||
|
$
|
|
$
|
|
|||||||||
|
Liabilities
|
||||||||||||
|
Excess accumulated deferred income
taxes on accelerated depreciation
|
$
|
|
$
|
|
Various
|
|||||||
|
Postretirement benefits
|
|
|
Not yet known
|
|||||||||
|
Income taxes
|
|
|
Various
|
|||||||||
|
IRS TPR catch-up deduction
|
|
|
|
|||||||||
|
$
|
|
$
|
|
|||||||||
The regulatory asset for income taxes includes (a) deferred state income taxes related primarily to differences between book and tax depreciation expense,
(b) deferred income taxes related to the differences that arise between specific asset improvement costs capitalized for book purposes and deducted as a repair expense for tax purposes, and (c) deferred income taxes associated with the gross-up of
revenues related to the differences. These assets are recognized for ratemaking purposes on a cash or flow-through basis and will be recovered in rates as they reverse.
The Company uses regulatory accounting treatment to defer the mark-to-market unrealized gains and losses on its interest rate swap to reflect that the gain
or loss is included in the ratemaking formula when the transaction actually settles. The value of the swap as of the balance sheet date is recorded as part of other deferred credits. Realized gains or losses on the swap will be recorded as interest
expense in the statement of income over its remaining term of 7 years.
Utility plant retirement costs represents costs already incurred for the removal of assets, which are expected to be recovered over a five-year period in rates, through depreciation expense.
The Company was granted approval by the PPUC to modify its tariff to replace lead customer-owned service lines that were discovered when the Company
replaced its lead service lines, and to include the cost of the annual replacement of up to 400 lead customer-owned service lines whenever
they are discovered, regardless of the material used for the company-owned service line over nine years . The tariff modification allows
the Company to replace customer-owned service lines at its own initial cost and record the costs as a regulatory asset to be recovered in future base rates to customers. The recovery period was established in the most recent rate order at four years beginning March 1, 2023. The recovery period for the customer-owned lead service line replacements completed subsequent to the most recent
rate order will begin after the next rate order.
Service life study expenses are deferred and amortized over their remaining life of five years . Rate case filing expenses are deferred and amortized over their remaining life of four years .
Page 28
Pursuant to the Tax Cuts and Jobs Act of 2017, or 2017 Tax Act, customers’ advances for construction and contributions in aid of construction are
considered taxable income. The Company’s tariff allows the Company to record these income taxes for inclusion in rate base. This asset is recognized for ratemaking purposes on a cash or flow-through basis and will be recovered in rates as it
reverses. In November 2021, the Infrastructure Investment and Jobs Act of 2021, or 2021 Infrastructure Act, repealed the tax treatment of customers’ advances for construction and contributions in aid of construction made after December 31, 2020.
Under normalization rules applicable to public utility property included in the 2017 Tax Act, the excess accumulated deferred income taxes on accelerated
depreciation from lowering of the enacted federal statutory corporate tax rate is recorded as a regulatory liability. The benefit will be given back to customers in rates over the remaining regulatory life of the property.
The regulatory liability for income taxes includes deferred taxes related to excess accumulated deferred income taxes on accelerated depreciation, other
postretirement benefits, customers’ advances for construction and contributions in aid of construction, and bad debts, as well as deferred investment tax credits. These liabilities will be given back to customers in rates, as tax deductions occur
over the next 1 to 50
years.
The regulatory liability for the Internal Revenue Service, or IRS, tangible property regulations, or TPR, catch-up deduction represents the tax benefits
realized on the Company’s 2014 income tax return for qualifying capital expenditures made prior to 2014. The period over which it will be given back to customers in rates was established in a rate order at 15 years beginning March 1, 2019.
Postretirement benefits include the difference between contributions and deferred pension expense and the overfunded status of the pension plans. The
overfunded status represents the difference between the projected benefit obligation and the fair market value of the assets. This liability will change in future years based on the amount of contributions made and market returns. The liability
will be given back to customers in rates over some period determined by the PPUC in a future rate filing.
Other Assets
Other assets consist mainly of the cash value of life insurance policies held as an investment by the Company for reimbursement of costs and benefits
associated with its supplemental retirement and deferred compensation programs.
Deferred Debt Expense
Deferred debt expense is amortized on a straight-line basis over the term of the related debt and is presented on the balance sheet as a direct reduction
from long-term debt.
Customers’ Advances for Construction
Customer advances are cash payments from developers, municipalities, customers, or builders for construction of utility plant, and are refundable upon
completion of construction, as operating revenues are earned. If the Company loans funds for construction to the customer, the refund amount is credited to the note receivable rather than paid out in cash. After all refunds to which the customer is
entitled are made, any remaining balance is transferred to contributions in aid of construction.
Contributions in Aid of Construction
Contributions in Aid of Construction is composed of (i) direct, non-refundable contributions from developers, customers, or builders for construction of
water infrastructure and (ii) customer advances that have become non-refundable. Contributions in aid of construction are deducted from the Company’s rate base, and therefore, no return is earned on property financed with contributions. The PPUC
requires that contributions received remain on the Company’s balance sheets indefinitely as a long-term liability.
Page 29
Interest Rate Swap Agreement
The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest
rate risk. The Company utilizes an interest rate swap agreement to effectively convert its variable-rate debt to a fixed rate. Interest rate swaps are contracts in which a series of interest rate cash flows are exchanged over a prescribed period.
The notional amount on which the interest payments are based is not exchanged. The Company has designated the interest rate swap agreement as a cash flow hedge, classified as a financial derivative used for non-trading activities.
The accounting standards regarding accounting for derivatives and hedging activities require companies to recognize all derivative instruments as either
assets or liabilities at fair value on the balance sheets. In accordance with the standards, the interest rate swap is recorded on the balance sheets in other deferred credits at fair value.
The Company uses regulatory accounting treatment rather than hedge accounting to defer the unrealized gains and losses on its interest rate swap. These
unrealized gains and losses are recorded as a regulatory asset. Based on current ratemaking treatment, the Company expects the gains and losses to be recognized in rates and in interest expense as the swap settlements occur. Swap settlements are
recorded in the income statement with the hedged item as interest expense. Swap settlements resulted in the reclassification from regulatory assets to interest expense of $247 in 2022 and $372 in 2021. The overall swap result was a gain of $1,133 in 2022 and $274 in 2021. During the year ending
December 31, 2023, the Company expects to reclassify $32 (before tax) from regulatory assets to interest expense.
The interest rate swap will expire on October 1, 2029.
Stock-Based Compensation
The Company records compensation expense in the financial statements for stock-based awards based on the grant date fair value of those awards.
Stock-based compensation expense is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. Forfeitures are recognized as they occur.
Income Taxes
Certain income and expense items are accounted for in different time periods for financial reporting than for income tax reporting purposes.
Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. To the extent such income taxes increase or decrease future rates, an offsetting regulatory asset or liability has been recorded.
Investment tax credits have been deferred and are being amortized to income over the average estimated service lives of the related assets. As of December
31, 2022 and 2021,
deferred investment tax credits amounted to $428 and $463 , respectively.
The Company filed for a change in accounting method under the IRS TPR effective in 2014. Under the change in accounting method, the Company is permitted
to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. The Company was permitted to make this deduction for prior years (the “catch-up
deduction”) and each year going forward, beginning with 2014 (the “ongoing deduction”). After receiving approval from the PPUC in a rate order, the Company began to recognize the catch-up deduction, recorded as a regulatory liability, over 15 years beginning March 1, 2019. The ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense,
and a reduction in the amount of income taxes currently payable. The catch-up deduction resulted in a decrease in current income taxes payable and an increase to regulatory liabilities. Both the ongoing and catch-up deductions resulted in increases
to deferred tax liabilities and regulatory assets representing the appropriate book and tax basis difference on capital additions.
Page 30
The 2017 Tax Act, among other things, reduces the federal statutory corporate tax rate for tax years beginning in 2018 from 34 % to 21 %, treats customers’ advances for
construction and contributions in aid of construction as taxable income, eliminates certain deductions, and eliminates bonus depreciation on qualified water and wastewater property. This resulted in the remeasurement of the federal portion of the
Company’s deferred taxes as of December 31, 2017 to the 21 % rate. The effect was recognized in income for the year ended December 31,
2017 for all deferred tax assets and liabilities except accelerated depreciation. Under normalization rules applicable to public utility property included in the 2017 Tax Act, the excess accumulated deferred income taxes on accelerated depreciation
is recorded as a regulatory liability. The regulatory liability is a temporary difference, so a deferred tax asset is recorded including the gross-up of revenue necessary to return, in rates, the effect of the temporary difference. In November
2021, the 2021 Infrastructure Act repealed the tax treatment of customers’ advances for construction and contributions in aid of construction made after December 31, 2020.
Allowance for Funds Used During Construction
Allowance for funds used during construction (AFUDC) represents the estimated cost of funds used for construction purposes during the period of
construction. These costs are reflected as non-cash income during the construction period and as an addition to the cost of plant constructed. AFUDC includes the net cost of borrowed funds and a rate of return on other funds. The PPUC approved
rate of 10.04
Use of Estimates in the Preparation of Financial Statements
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.
2. Acquisitions
On December 30, 2021, the Company completed the acquisition of the
wastewater collection assets of West Manheim Township in York County, Pennsylvania. The Company began operating the existing collection facilities on January 3, 2022. The acquisition resulted in the addition of approximately 1,800 wastewater customers with purchase price and acquisition costs of approximately $11,991 which is more than the depreciated original cost of the assets. The Company recorded an acquisition adjustment of $3 and will seek approval from the PPUC to expense the acquisition adjustment. This acquisition is immaterial to Company results.
On August 11, 2022, the Company completed the acquisition of the water assets and wastewater collection and treatment assets of Country View Manor
Community, LLC in York County, Pennsylvania. The Company began operating the existing water assets and wastewater collection and treatment assets on August 15, 2022. The acquisition resulted in the addition of approximately 50 water and wastewater customers with purchase price and acquisition costs of approximately $47 , which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $13 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. This acquisition is immaterial to Company
results.
On August 25, 2022, the Company completed the acquisition of the water assets and wastewater collection and treatment assets jointly owned by Letterkenny
Industrial Development Authority and Franklin County General Authority in Franklin County, Pennsylvania. The Company began operating the existing water assets and wastewater collection and treatment assets on August 29, 2022. The acquisition
resulted in the addition of approximately 90 water and wastewater customers with purchase price and acquisition costs of approximately $2,818 , which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $5,613 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. This acquisition is
immaterial to Company results.
Page 31
On October 28, 2022, the Company completed the acquisition of the water assets of the Albright Trailer Park of R.T. Barclay, Inc. in Springfield
Township, York County, Pennsylvania. The Company began operating the existing water system through an interconnection with its current distribution system on October 31, 2022. The acquisition resulted in the addition of approximately 60 water customers with purchase price and acquisition costs of approximately $10 , which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $5 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. These customers were previously served by the
Company through a single customer connection to the park. This acquisition is immaterial to Company results.
On November 17, 2022, the Company completed the acquisition of the water assets of Scott Water Company in Greene Township, Franklin County,
Pennsylvania. The Company began operating the existing water system through an interconnection with its current distribution system on November 18, 2022. The acquisition resulted in the addition of approximately 25 water customers with purchase price and acquisition costs of approximately $32 , which is more than the depreciated original cost of the assets. The Company recorded an acquisition adjustment of $23 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. This acquisition is immaterial to Company
results.
On December 1, 2022, the Company completed the acquisition of the wastewater collection and treatment assets of SYC WWTP, L.P. and the Albright Trailer
Park of R.T. Barclay, Inc. in Shrewsbury and Springfield Townships, York County, Pennsylvania. The Company began operating the existing collection and treatment facilities on December 5, 2022. The acquisition resulted in the addition of
approximately 90 wastewater customers with purchase price and acquisition costs of approximately $481 . The wastewater customers of the Albright Trailer Park were previously served by SYC WWTP, L.P. through a single customer connection to the park.
3. Accounts Receivable and Contract Assets
Accounts receivable and contract assets are summarized in the following table:
|
As of
|
As of
|
|||||||||||
|
Dec. 31, 2022
|
Dec. 31, 2021
|
Change
|
||||||||||
|
Accounts receivable – customers
|
$
|
|
$
|
|
$
|
|
||||||
|
Other receivables
|
|
|
|
|||||||||
|
|
|
|
||||||||||
|
Less: allowance for doubtful accounts
|
(
|
)
|
(
|
)
|
|
|||||||
|
Accounts receivable, net
|
$
|
|
$
|
|
$
|
|
||||||
|
Unbilled revenue
|
$
|
|
$
|
|
$
|
|
||||||
Differences in timing of revenue recognition, billings, and cash collections result in receivables and contract assets. Generally, billing occurs
subsequent to revenue recognition, resulting in a contract asset reported as unbilled revenue on the balance sheet. The Company does not receive advances or deposits from customers before revenue is recognized so no contract liabilities are
reported. Accounts receivable are recorded when the right to consideration becomes unconditional and are presented separately on the balance sheet. The changes in accounts receivable – customers and in unbilled revenue were primarily due to
normal timing difference between performance and the customer’s payments.
Page 32
4. Note Receivable and Customers’ Advances for Construction
The Company entered into an agreement with
municipality to extend water service into a previously formed water district. The Company loaned funds to the municipality to cover the costs related to the project. The municipality concurrently advanced these funds back to the Company in the form
of customers’ advances for construction. The municipality is required by enacted ordinance to charge application fees and water revenue surcharges (fees) to customers connected to the system, which are remitted to the Company. The note principal
and the related customer advance that could be used to settle the note receivable are reduced periodically as operating revenues are earned by the Company from customers connected to the system and refunds of the advance are made. There is no due
date for the notes or expiration date for the advance.
The Company recorded interest income of $194
in 2022 and $164 in 2021. The interest rate on the note outstanding is 7.5 %.
Included in the accompanying balance sheets at December 31, 2022
and 2021 were the following amounts related to this project.
|
2022
|
2021
|
|||||||
|
Note receivable, including interest
|
$
|
|
$
|
|
||||
|
Customers’ advances for construction
|
|
|
||||||
The Company has other customers’ advances for construction totaling $14,668 and $12,536 at December 31, 2022 and 2021, respectively.
5. Common Stock and Earnings Per Share
Net income of $19,580 and $16,984 for the years ended December 31, 2022
and 2021, respectively, is used to calculate both basic and diluted earnings per share. Basic net income per share is based on the
weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding plus potentially dilutive shares. The dilutive effect of employee stock-based compensation is
included in the computation of diluted net income per share. The dilutive effect of stock-based compensation is calculated using the treasury stock method and expected proceeds upon exercise or issuance of the stock-based compensation.
The following table summarizes the shares used in computing basic and diluted net income per share:
|
2022
|
2021
|
|||||||
|
Weighted average common shares, basic
|
|
|
||||||
|
Effect of dilutive securities:
|
||||||||
|
Employee stock-based compensation
|
|
|
||||||
|
Weighted average common shares, diluted
|
|
|
||||||
Under the employee stock purchase plan, all full-time employees who have been employed at least consecutive days may purchase shares of the Company’s common stock limited to 10 %
of gross compensation. The purchase price is 95 % of the fair market value (as defined). Shares issued during 2022 and 2021 were 4,378 and 3,986 , respectively. As of
December 31, 2022, 49,643
authorized shares remain unissued under the plan.
Page 33
The Company has a Dividend Reinvestment and Direct Stock Purchase and Sale Plan (“the Plan”), which is available to both current shareholders and the
general public. On November 7, 2022, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (SEC) to rollover the unissued 365,975 shares authorized under the 2019 Form S-3, for issuance under the new Prospectus for the Plan. Under the optional dividend reinvestment portion of the Plan, holders of the Company’s
common stock may purchase additional shares instead of receiving cash dividends. The purchase price is 95 % of the fair market value (as
defined). Under the direct stock purchase portion of the Plan, purchases are made monthly at 100 % of the stock’s fair market value, as
defined in the new Prospectus. The Registration Statement was declared effective by the SEC on November 17, 2022. Shares issued during 2022
and 2021 were 38,361 and
41,975 , respectively. As of December 31, 2022,
358,183 authorized shares remain unissued under the Plan.
On April 5, 2022, the Company closed an underwritten public offering of 975,600 shares of its common stock, with an offering price of $41 146,340 shares
of its common stock at the same price. Janney Montgomery Scott LLC was the underwriter in the offering. The Company received net proceeds in the offering, after deducting offering expenses and underwriters’ discounts and commissions, of $43,970 . The net proceeds were used to repay the Company’s borrowings under its line of credit agreement incurred to fund capital expenditures and
acquisitions, and for general corporate purposes.
On March 11, 2013, the Board of Directors, or the Board, authorized a share repurchase program granting the Company authority to repurchase up to 1,200,000 shares of the Company’s common stock from time to time. The stock repurchase program has no specific end date and the Company may repurchase
shares in the open market or through privately negotiated transactions. The Company may suspend or discontinue the repurchase program at any time. During both 2022 and 2021, the Company did no 618,004 shares remain available for repurchase.
6. Long-Term Debt and Short-Term Borrowings
Long-term debt as of December 31, 2022 and 2021 is summarized in the following table:
|
2022
|
2021
|
|||||||
|
|
$
|
|
$
|
|
||||
|
Variable Rate Pennsylvania Economic Development Financing Authority
Exempt Facilities Revenue Refunding Bonds, Series 2008A, due 2029
|
|
|
||||||
|
Facilities Revenue Refunding Bonds, Series A of 2019, due 2036
|
|
|
||||||
|
Facilities Revenue Refunding Bonds, Series B of 2019, due 2038
|
|
|
||||||
|
|
|
|
||||||
|
Facilities Revenue Bonds, Series 2015, due 2029 - 2045
|
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
Committed Line of Credit, due 2024
|
|
|
||||||
|
Total long-term debt
|
|
|
||||||
|
Less discount on issuance of long-term debt
|
(
|
)
|
(
|
)
|
||||
|
Less unamortized debt issuance costs
|
(
|
)
|
(
|
)
|
||||
|
Less current maturities
|
|
(
|
)
|
|||||
|
Long-term portion
|
$
|
|
$
|
|
||||
Page 34
Payments due by year as of December 31, 2022:
|
2023
|
2024
|
2025
|
2026
|
2027
|
|||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||
Payments due in 2024 include payback of the committed line of credit. The committed line of credit is reviewed annually, and upon favorable outcome, would
likely be extended for another year. Payments due in 2024 also include potential payments of $12,000 on the variable rate bonds (due
2029) which would only be payable if all bonds were tendered and could not be remarketed, or in the event the Company was unable to, or chose not to, renew the letter of credit backing the bonds. There is currently no such indication of this
happening.
Fixed Rate Long-Term Debt
The 8.43 % Senior Notes, Series D had a
maturity date of December 18, 2022 . The Company retired the $7,500 notes using funds available under its line of credit.
Variable Rate Long-Term Debt
On May 7, 2008, the PEDFA issued $12,000
aggregate principal amount of PEDFA Exempt Facilities Revenue Refunding Bonds, Series A of 2008 (the “Series A Bonds”) for the Company’s benefit pursuant to the terms of a trust indenture, dated as of May 1, 2008, between the PEDFA and Manufacturers
and Traders Trust Company, as trustee. The PEDFA then loaned the proceeds of the offering of the Series A Bonds to the Company pursuant to a loan agreement, dated as of May 1, 2008, between the Company and the PEDFA. The loan agreement provides for
a $12,000 loan with a maturity date of October 1, 2029 . Amounts outstanding under the loan agreement are the Company’s direct general obligations. The proceeds of the loan were used to redeem the PEDFA Exempt Facilities Revenue Bonds, Series B of 2004 (the “2004 Series B
Bonds”). The 2004 Series B Bonds were redeemed because the bonds were tendered and could not be remarketed due to the downgrade of the bond insurer’s credit rating.
Borrowings under the loan agreement bear interest at a variable rate as determined by PNC Capital Markets, as remarketing agent, on a periodic basis
elected by the Company, which has currently elected that the interest rate be determined on a weekly basis. The remarketing agent determines the interest rate based on the current market conditions in order to determine the lowest interest rate
which would cause the Series A Bonds to have a market value equal to the principal amount thereof plus accrued interest thereon. The variable interest rate under the loan agreement averaged 1.25 % in 2022 and 0.07 % in 2021. As of December 31, 2022 and 2021, the interest rate was 3.75 % and 0.13 %, respectively.
The holders of the $12,000 Series A Bonds
may tender their bonds at any time. When the bonds are tendered, they are subject to an annual remarketing agreement, pursuant to which a remarketing agent attempts to remarket the tendered bonds according to the terms of the indenture. In order to
keep variable interest rates down and to enhance the marketability of the Series A Bonds, the Company entered into a Reimbursement, Credit and Security Agreement with PNC Bank, National Association (“the Bank”) dated as of May 1, 2008. This
agreement provides for a direct pay letter of credit issued by the Bank to the trustee for the Series A Bonds. The Bank is responsible for providing the trustee with funds for the timely payment of the principal and interest on the Series A Bonds
and for the purchase price of the Series A Bonds that have been tendered or deemed tendered for purchase and have not been remarketed. The Company’s responsibility is to reimburse the Bank the same day as regular interest payments are made, and
within fourteen months for the purchase price of tendered bonds that have not been remarketed. The reimbursement period for the principal
is immediate at maturity, upon default by the Company, or if the Bank does not renew the Letter of Credit. The current expiration date of the Letter of Credit is June 30, 2024. It is reviewed annually for a potential extension of the expiration
date.
The Company may elect to have the Series A Bonds redeemed, in whole or in part, on any date that interest is payable for a redemption price equal to the
principal amount thereof plus accrued interest to the date of redemption. The Series A Bonds are also subject to mandatory redemption for the same redemption price in the event that the IRS determines that the interest payable on the Series A Bonds
is includable in gross income of the holders of the bonds for federal tax purposes.
Page 35
Interest Rate Swap Agreement
In connection with the issuance of the PEDFA 2004 Series B Bonds, the Company entered into an interest rate swap agreement with a counterparty, in the
notional principal amount of $12,000 . The Company elected to retain the swap agreement for the 2008 Series A Bonds. Interest rate swap
agreements derive their value from underlying interest rates. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do
not represent direct credit exposure. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the swap, is reflected on the
Company’s balance sheets. See Note 7 for additional information regarding the fair value of the swap.
The interest rate swap will terminate on the maturity date of the 2008 Series A Bonds (which is the same date as the maturity date of the loan under the
loan agreement), unless sooner terminated pursuant to its terms. In the event the interest rate swap terminates prior to the maturity date of the 2008 Series A Bonds, either the Company or the swap counterparty may be required to make a termination
payment to the other based on market conditions at such time. The Company is exposed to credit-related losses in the event of nonperformance by the counterparty. The Company controls the credit risk of its financial contracts through credit
approvals, limits and monitoring procedures, and does not expect the counterparty to default on its obligations. Notwithstanding the terms of the swap agreement, the Company is ultimately obligated for all amounts due and payable under the loan
agreement.
The interest rate swap agreement contains provisions that require the Company to maintain a credit rating of at least BBB- with Standard & Poor’s. On
August 9, 2022, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. If the Company’s rating were to fall below this rating, it would be in violation of these provisions, and the
counterparty to the derivative could request immediate payment if the derivative was in a liability position. The Company’s interest rate swap was in a liability position as of December 31, 2022. If a violation was triggered on December 31, 2022, the Company would
have been required to pay the counterparty approximately $719 .
The Company’s interest rate swap agreement provides that it pays the counterparty a fixed interest rate of 3.16 % on the notional amount of $12,000 . In exchange, the
counterparty pays the Company a floating interest rate (based on 59 % of the U.S. Dollar one-month LIBOR rate) on the notional amount. In the fourth quarter of 2022, the Company amended the interest rate swap agreement and changed the floating interest rate to 59 % of the daily simple Secured Overnight Financing Rate, or SOFR, plus a spread adjustment of 11.448 basis points commencing upon the discontinuance of LIBOR in 2023. No other
terms or conditions of the interest rate swap agreement were modified. The floating interest rate paid to the Company is intended, over the term of the swap, to approximate the variable interest rate on the loan agreement and the interest
rate paid to bondholders, thereby managing its exposure to fluctuations in prevailing interest rates. The Company’s net payment rate on the swap averaged 2.04 %
in 2022 and 3.10 % in 2021.
As of December 31, 2022, there was a
spread of 122 basis points between the variable rate paid to bondholders and the variable rate received from the swap counterparty, which
equated to an overall effective rate of 4.38 % (including variable interest and swap payments). As of December 31, 2021, there was a spread of 7 basis
points which equated to an overall effective rate of 3.23 % (including variable interest and swap payments).
Line of Credit Borrowings
As of December 31, 2022, the Company
maintained a $50,000 unsecured,
committed line of credit at an interest rate of LIBOR plus 1.05 % with an unused commitment fee and an interest rate floor. In the third quarter of 2022, the Company renewed its committed line
of credit and extended the maturity date to September 2024. As part of the renewal, the interest rate changed from LIBOR plus 1.05 % to a successor rate of SOFR plus 1.17 %
on January 1, 2023, in advance of the
likely discontinuation of LIBOR in 2023. No other terms or conditions of the line of credit agreement were modified. Average
borrowings outstanding under the lines of credit were $13,428 in 2022 and $11,487 in 2021. The average cost of borrowings under the lines of credit was 2.11 %
during 2022 and 1.30 %
during 2021. The weighted average interest rate on the line of credit borrowings was 5.17 % as of December 31, 2022 and 1.30 % as of December 31, 2021.
Page 36
The Company utilizes a cash management account that is directly connected to its line of credit. Excess cash generated automatically pays down
outstanding borrowings under the line of credit. If there are no outstanding borrowings, the cash is used as an earnings credit to reduce banking fees. Likewise, if additional funds are needed beyond what is generated internally, funds are
automatically borrowed under the line of credit. The Company borrowed $29,740 and $29,320 under its line of credit and incurred a cash overdraft of $3,175
and $1,746 , which was recorded in accounts payable, as of December 31, 2022 and 2021, respectively.
Debt Covenants and Restrictions
The terms of the debt agreements carry certain covenants and limit in some cases the Company’s ability to borrow additional funds, to prepay its borrowings
and include certain restrictions with respect to declaration and payment of cash dividends and the Company’s acquisition of its stock. Under the terms of the most restrictive agreements, the Company cannot borrow in excess of 60 % of its utility plant, and cumulative payments for dividends and acquisition of stock since December 31, 1982 may not exceed $1,500 plus net income since that date. As of December 31, 2022,
none of the earnings retained in the business are restricted under these provisions. The Company’s debt is unsecured.
The Company’s line of credit requires it to maintain a minimum equity to total capitalization ratio (defined as the sum of equity plus funded debt) and a
minimum interest coverage ratio (defined as net income plus interest expense plus income tax expense divided by interest expense). As of December 31, 2022,
the Company was in compliance with these covenants.
7. Fair Value of Financial Instruments
The accounting standards regarding fair value measurements establish a fair value hierarchy which indicates the extent to which inputs used in measuring
fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, commodity
rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability.
The Company has recorded its interest rate swap liability at fair value in accordance with the standards. The liability is recorded under the caption
“Other deferred credits” on the balance sheets. The table below illustrates the fair value of the interest rate swap as of the end of the reporting period.
|
Description
|
December 31, 2022
|
Fair Value Measurements
at Reporting Date Using
Significant Other Observable Inputs (Level 2)
|
||
|
Interest Rate Swap
|
$
|
$
|
Fair values are measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation.
These inputs to this calculation are deemed to be Level 2 inputs. The balance sheet carrying value reflects the Company’s credit quality as of December 31, 2022. The rate used in discounting all prospective cash flows anticipated to be made under this swap reflects a representation of the yield to maturity for 30 -year debt on utilities rated A- as of December 31, 2022.
The use of the Company’s credit quality resulted in a reduction in the swap liability of $39 as of December 31, 2022. The fair value of the swap reflecting the Company’s credit quality as of December 31, 2021 is shown in the table below.
|
Description
|
December 31, 2021
|
Fair Value Measurements
at Reporting Date Using
Significant Other Observable Inputs (Level 2)
|
||
|
Interest Rate Swap
|
$
|
$
|
Page 37
The carrying amount of current assets and liabilities that are considered financial instruments approximates fair value as of the dates presented. The
Company’s total long-term debt, with a carrying value of $142,110 at December 31, 2022, and $149,190 at December 31, 2021, had an estimated fair value of approximately $126,000 and $168,000 , respectively. The estimated fair value of debt was calculated using a discounted cash flow technique that incorporates a market interest yield
curve with adjustments for duration and risk profile. These inputs to this calculation are deemed to be Level 2 inputs. The Company recognized its credit rating in determining the yield curve and did not factor in third party credit enhancements
including the letter of credit on the 2008 PEDFA Series A issue.
Customers’ advances for construction and note receivable have carrying values at December 31, 2022 of $14,911 and $255 , respectively. At December 31, 2021, customers’ advances for construction
and note receivable had carrying values of $12,820 and $255 , respectively. The relative fair values of these amounts cannot be accurately estimated since the timing of future payment streams is dependent upon several factors, including new
customer connections, customer consumption levels and future rate increases.
8. Commitments
Based on its
capital budget, the Company anticipates construction and acquisition expenditures for 2023 and 2024 of approximately $60,600 and $47,100 , respectively, exclusive of any acquisitions not yet approved. The Company plans to finance ongoing capital expenditures with internally-generated
funds, borrowings against the Company’s line of credit, proceeds from the issuance of common stock under its dividend reinvestment and direct stock purchase and sale plan and ESPP, potential common stock or debt issues and customer advances and
contributions.
The
Company has committed to capital expenditures of approximately $39,205 to armor and replace the spillway of the Lake Williams dam, of
which $26,181 remains to be incurred as of December 31, 2022. The Company may make additional commitments for this project in the
future.
The Company was granted approval by the PPUC to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned service lines over nine years from the agreement.
The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base rates to customers, over a four-year period. The cost for the customer-owned lead service line replacements was approximately $1,518 and $1,351 through December 31, 2022 and 2021, respectively, and
is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $1,700 .
This estimate is subject to adjustment as more facts become available.
As of
December 31, 2022, approximately 32 % of the Company’s full-time employees are under union contract. The current contract was ratified
in October 2020 and expires on April 30, 2023. Management is currently preparing for negotiations with the union leadership. The Company expects to reach an operationally and fiscally responsible agreement with no interruption of service.
The Company
is involved in certain legal and administrative proceedings before various courts and governmental agencies concerning utility service and other matters. The Company expects that the ultimate disposition of these proceedings will not have a material
effect on the Company’s financial position, results of operations and cash flows.
Page 38
9. Revenue
The following table shows the Company’s revenues disaggregated by service and customer type.
|
2022
|
2021
|
|||||||
|
Water utility service:
|
||||||||
|
Residential
|
$
|
|
$
|
|
||||
|
Commercial and industrial
|
|
|
||||||
|
Fire protection
|
|
|
||||||
|
Wastewater utility service:
|
||||||||
|
Residential
|
|
|
||||||
|
Commercial and industrial
|
|
|
||||||
|
Billing and revenue collection services
|
|
|
||||||
|
Collection services
|
|
|
||||||
|
Other revenue
|
|
|
||||||
|
Total Revenue from Contracts with Customers
|
|
|
||||||
|
Rents from regulated property
|
|
|
||||||
|
Total Operating Revenue
|
$
|
|
$
|
|
||||
Utility Service
The Company provides utility service as a distinct and single performance obligation to each of its water and wastewater customers. The transaction price
is detailed in the tariff pursuant to an order by the PPUC and made publicly available. There is no variable consideration and no free service, special rates, or subnormal charges to any customer. Due to the fact that the contract includes a single
performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of utility service through a stand-ready obligation to perform and the transfer of
water or the collection of wastewater through a series of distinct transactions that are identical in nature and have the same pattern of transfer to the customer. The Company uses an output method to recognize the utility service revenue over
time. The stand-ready obligation is recognized through the passage of time in the form of a fixed charge and the transfer of water or the collection of wastewater is recognized at a per unit rate based on the actual or estimated flow through the
meter. Each customer is invoiced every month and the invoice is due within twenty days . The utility service has no returns or warranties
associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for
the passage of time and the actual or estimated usage from the latest meter reading to the end of the accounting period. The methodology is standardized and consistently applied to reduce bias and the need for judgment.
Billing and Revenue Collection Service
The Company provides billing and revenue collection service as distinct performance obligations to two municipalities within the service territory of the Company. The municipalities provide service to their residents and the Company acts as the billing and revenue collection agent for the
municipalities. The transaction price is a fixed amount per bill prepared as established in the contract. There is no variable consideration. Due to the fact that both the billing performance obligation and the revenue collection performance
obligation are materially complete by the end of the reporting period, the Company does not allocate the transaction price between the two performance obligations. The performance obligations are satisfied at a point in time when the bills are sent
as the municipalities receive all the benefits and bears all of the risk of non-collection at that time. Each municipality is invoiced when the bills are complete and the invoice is due within thirty days . The billing and revenue collection service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and
no performance obligations remain unsatisfied as of the end of the reporting period.
Page 39
Collection Service
The Company provides collection service as a distinct and single performance obligation to several municipalities within the service territory of the
Company. The municipalities provide wastewater service to their residents. If those residents are delinquent in paying for their wastewater service, the municipalities request that the Company post for and shut off the supply of water to the
premises of those residents. When the resident is no longer delinquent, the Company will restore water service to the premises. The transaction price for each posting, each shut off, and each restoration is a fixed amount as established in the
contract. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied at a point in time when
the posting, shut off, or restoration is completed as the municipalities receive all the benefits in the form of payment or no longer providing wastewater service. Each municipality is invoiced periodically for the posting, shut offs, and
restorations that have been completed since the last billing and the invoice is due within thirty days . The collection service has no
returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled
revenue is recognized for postings, shut offs, and restorations that have been completed from the last billing to the end of the accounting period.
Service Line Protection Plan
The Company provides service line protection as a distinct and single performance obligation to current water customers that choose to participate. The
transaction price is detailed in the plan’s terms and conditions and made publicly available. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the
transaction price. The performance obligation is satisfied over time through the continuous provision of service line protection through a stand-ready obligation to perform. The Company uses an output method to recognize the service line protection
revenue over time. The stand-ready obligation is recognized through the passage of time. A customer has a choice to prepay for an entire year or to pay in advance each month. The service line protection plan has no returns or extended warranties
associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no material performance obligations remain unsatisfied as of the end of the reporting period.
10. Rate Matters
From time to time, the Company files applications for rate increases with the PPUC and is granted rate relief as a result of such requests. The most
recent rate request was filed by the Company on May 27, 2022 and sought an annual increase in water rates of $18,854 and an annual
increase in wastewater rates of $1,457 . Effective March 1, 2023, the PPUC authorized an increase in water rates designed to produce
approximately $11,600 in additional annual revenues and an increase in wastewater rates designed to produce approximately $1,900 in additional annual revenues.
The PPUC permits water utilities to collect a distribution system improvement charge, or DSIC. The DSIC allows the Company to add a charge to customers’ bills for
qualified replacement costs of certain infrastructure without submitting a rate filing. This surcharge mechanism typically adjusts periodically based on additional qualified capital expenditures completed or anticipated in a future period. The DSIC
is capped at 5 % of base rates, and is reset to zero when new base rates that reflect the costs of those additions become effective or when a utility’s earnings exceed a regulatory benchmark. The DSIC reset to zero when the new base rates took effect March 1, 2023. The DSIC provided revenues of $2,243 in 2022 and $627 in 2021. The DSIC is subject to audit by the PPUC.
Page 40
11. Employee Benefit Plans
Pensions
The Company maintains a general and administrative and a union-represented defined benefit pension plan covering all of its employees hired prior to May 1,
2010. Employees hired after May 1, 2010 are eligible for an enhanced 401(k) plan rather than a defined benefit plan. The benefits under the defined benefit plans are based upon years of service and compensation near retirement. The Company amended
its defined benefit pension plans in 2014, generally limiting the years of eligible service under the plans to 30 years. The Company’s
funding policy is to contribute annually the amount permitted by the PPUC to be collected from customers in rates, but in no case less than the minimum Employee Retirement Income Security Act (ERISA) required contribution.
The following table sets forth the plans’ funded status as of December 31, 2022 and 2021. The measurement of assets and obligations of the plans is as
of December 31, 2022 and 2021.
|
Obligations and Funded Status
At December 31
|
2022
|
2021
|
||||||
|
Change in Benefit Obligation
|
||||||||
|
Pension benefit obligation beginning of year
|
$
|
|
$
|
|
||||
|
Service cost
|
|
|
||||||
|
Interest cost
|
|
|
||||||
|
Actuarial gain
|
(
|
)
|
(
|
)
|
||||
|
Benefit payments
|
(
|
)
|
(
|
)
|
||||
|
Pension benefit obligation end of year
|
|
|
||||||
|
Change in Plan Assets
|
||||||||
|
Fair value of plan assets beginning of year
|
|
|
||||||
|
Actual return on plan assets
|
(
|
)
|
|
|||||
|
Employer contributions
|
|
|
||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||
|
Fair value of plan assets end of year
|
|
|
||||||
|
Funded Status of Plans at End of Year
|
$
|
|
$
|
|
||||
The accounting standards require that the funded status of defined benefit pension plans be fully recognized on the balance sheets. They also call for the
unrecognized actuarial gain or loss, the unrecognized prior service cost, and the unrecognized transition costs to be adjustments to shareholders’ equity (accumulated other comprehensive income). Due to a rate order granted by the PPUC, the Company
is permitted under the accounting standards to defer the charges otherwise recorded in accumulated other comprehensive income as a regulatory asset. Management believes these costs will be recovered in future rates charged to customers. The asset
for the funded status of the Company’s pension plans as of December 31, 2022 and 2021 is recorded in “Prepaid pension cost” on its balance sheets.
In 2022, the plans recognized a significant actuarial gain. In 2022, the Company recognized a 235 basis point increase in the discount rate. In 2021, the plans recognized a significant actuarial gain. The Company adopted the new mortality improvement scale (MP-2021) and recognized
a 35 basis point increase in the discount rate. The Company uses the corridor method to amortize actuarial gains and losses. Gains
and losses over 10 % of the greater of pension benefit obligation or the market value of assets are amortized over the average future
service of plan participants expected to receive benefits.
Page 41
Changes in plan assets and benefit obligations recognized in regulatory assets are as follows:
|
2022
|
2021
|
|||||||
|
Net gain (loss) arising during the year
|
$
|
|
$
|
(
|
)
|
|||
|
Recognized net actuarial loss
|
|
(
|
)
|
|||||
|
Recognized prior service credit
|
|
|
||||||
|
Total changes in regulatory asset during the year
|
$
|
|
$
|
(
|
)
|
|||
Amounts recognized in regulatory assets that have not yet been recognized as components of net periodic benefit cost consist of the following at December
31:
|
2022
|
2021
|
|||||||
|
Net loss
|
$
|
|
$
|
|
||||
|
Prior service credit
|
(
|
)
|
(
|
)
|
||||
|
Regulatory asset
|
$
|
|
$
|
|
||||
Components of net periodic benefit cost are as follows:
|
2022
|
2021
|
|||||||
|
Service cost
|
$
|
|
$
|
|
||||
|
Interest cost
|
|
|
||||||
|
Expected return on plan assets
|
(
|
)
|
(
|
)
|
||||
|
Amortization of loss
|
|
|
||||||
|
Amortization of prior service credit
|
(
|
)
|
(
|
)
|
||||
|
Rate-regulated adjustment
|
|
|
||||||
|
Net periodic benefit cost
|
$
|
|
$
|
|
||||
Pension service cost is recorded in operating expenses. All other components of net periodic pension cost are recorded as other pension costs in other
income (expenses).
The rate-regulated adjustment set forth above is required in order to reflect pension expense for the Company in accordance with the method used in
establishing water rates. The Company is permitted by rate order of the PPUC to expense pension costs to the extent of contributions and defer the remaining expense to regulatory assets to be collected in rates at a later date as additional
contributions are made. During 2022, the deferral decreased by $4,170 .
The estimated costs for the defined benefit pension plans relating to the December 31, 2022 balance sheet that will be amortized from regulatory assets into net periodic benefit cost over the next fiscal year are as follows:
|
Net loss
|
$
|
|
||
|
Net prior service credit
|
(
|
)
|
||
| $ |
(
|
)
|
The Company plans to contribute $1,680 to
the plans in 2023.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid in each of the next five years and the
subsequent five years in the aggregate:
|
2023
|
2024
|
2025
|
2026
|
2027
|
2028–2032
|
||||||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
Page 42
The following tables show the projected benefit obligation, the accumulated benefit obligation, and the fair value of plan assets as of December 31:
|
2022
|
2021
|
|||||||
|
Projected benefit obligation
|
$
|
|
$
|
|
||||
|
Fair value of plan assets
|
|
|
||||||
|
2022
|
2021
|
|||||||
|
Accumulated benefit obligation
|
$
|
|
$
|
|
||||
|
Fair value of plan assets
|
|
|
||||||
Weighted-average assumptions used to determine benefit obligations at December 31:
|
2022
|
2021
|
||
|
Discount rate
|
|
|
|
|
Rate of compensation increase
|
|
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
|
2022
|
2021
|
||
|
Discount rate
|
|
|
|
|
Expected long-term return on plan assets
|
|
|
|
|
Rate of compensation increase
|
|
|
The selected long-term rate of return on plan assets was primarily based on the asset allocation of each of the plan’s assets (approximately 50 % to 70 % equity securities and 30 % to 50 % fixed income securities).
Analysis of the historic returns of these asset classes and projections of expected future returns were considered in setting the long-term rate of return.
The investment objective of the Company’s defined benefit pension plans is that of Growth and Income. The weighted-average target asset allocations are 50 % to 70 % equity securities, 30 % to 50 % fixed income securities, and 0 % to 10 % reserves (cash and cash
equivalents). Within the equity category, the Company’s target allocation is approximately 60 -95 % large cap, 0 -25 % mid cap, 0 -10 % small cap, 0 -25 % International Developed Nations, and 0 -10 % International Emerging Nations. Within the fixed income category, its target allocation is approximately 15 -55 % U.S. Treasuries, 0 -22 % Federal Agency securities, 0 -40 % corporate bonds, 15 -55 % mortgage-backed securities, 0 -20 % international, and 0 -20 % high yield bonds. The Company’s
investment performance objectives over a to five year period are to exceed the annual rate of inflation as measured by the Consumer Price Index by 3 %, and to exceed the annualized total return of specified benchmarks applicable to the funds within the asset categories.
Further guidelines within equity securities include: (1) holdings in any one company cannot exceed 5 % of the portfolio; (2) a minimum of 20 individual stocks must be included in
the domestic stock portfolio; (3) a minimum of 30 individual stocks must be included in the international stock portfolio; (4) equity
holdings in any one industry cannot exceed 20 -25 %
of the portfolio; and (5) only U.S.-denominated currency securities are permitted.
Further guidelines for fixed income securities include: (1) fixed income holdings in a single issuer are limited to 5 % of the portfolio; (2) acceptable investments include money market securities, U.S. Government and its agencies and sponsored entities’ securities,
mortgage-backed and asset-backed securities, corporate securities and mutual funds offering high yield bond portfolios; (3) purchases must be limited to investment grade or higher; (4) non-U.S. dollar denominated securities are not permissible; and
(5) high risk derivatives are prohibited.
Page 43
The fair values of the Company’s pension plan assets at December 31, 2022 and 2021 by asset category and fair value hierarchy level are as
follows. The majority of the valuations are based on quoted prices on active markets (Level 1), with the remaining valuations based on broker/dealer quotes, active market makers, models, and yield curves (Level 2).
|
Total
Fair
Value
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
||||||||||||||||||||||
|
Asset Category
|
2022
|
2021
|
2022
|
2021
|
2022
|
2021
|
||||||||||||||||||
|
Cash and Money Market Funds (a)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Equity Securities:
|
||||||||||||||||||||||||
|
Common Equity Securities (b)
|
||||||||||||||||||||||||
|
Equity Mutual Funds (c)
|
|
|
|
|
|
|
||||||||||||||||||
|
Fixed Income Securities:
|
||||||||||||||||||||||||
|
U.S. Treasury Obligations
|
|
|
|
|
|
|
||||||||||||||||||
|
Corporate and Foreign Bonds (d)
|
|
|
|
|
|
|
||||||||||||||||||
|
Fixed Income Mutual Funds (e)
|
|
|
|
|
|
|
||||||||||||||||||
|
Total Plan Assets
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
| (a) |
|
|
(b)
|
|
| (c) |
|
| (d) |
|
| (e) |
|
Defined Contribution Plan
The Company has a savings plan pursuant to the provisions of section 401(k) of the Internal Revenue Code. For employees hired before May 1, 2010, this
plan provides for elective employee contributions of up to 15 % of compensation and Company matching contributions of 100 % of the participant’s contribution, up to a maximum annual Company contribution of $2.8 for each employee.
Employees hired after May 1, 2010 are entitled to an enhanced feature of the plan. This feature provides for elective employee contributions of up to 15 % of compensation and Company matching contributions of 100 %
of the participant’s contribution, up to a maximum of 4 % of the employee’s compensation. In addition, the Company will make an annual
contribution of $1.2 to each employee’s account whether or not they defer their own compensation. Employees eligible for this enhanced
401(k) plan feature are not eligible for the defined benefit plans. As of December 31, 2022, 67 employees were participating in the enhanced feature of the plan. The Company’s contributions to both portions of the plan amounted to $345 in 2022 and $340 in 2021.
Page 44
Deferred Compensation
The Company has non-qualified deferred compensation and supplemental retirement agreements with certain members of management. The future commitments under
these arrangements are offset by corporate-owned life insurance policies. At December 31, 2022 and 2021, the present value of the future obligations included in “Accrued compensation and benefits” and “Deferred employee benefits” was approximately $4,067 and $4,762 , respectively. The
insurance policies included in “Other assets” had a total cash value of approximately $4,306 and $4,090 at December 31, 2022 and 2021, respectively. The Company’s net (income) expenses under the plans amounted to $(385 ) in 2022 and $131 in 2021.
Other
The Company has a retiree life insurance program which pays the beneficiary of a retiree $2 upon the retiree’s death. At December 31, 2022 and 2021, the present value of the future obligations was approximately $91 and $152 , respectively. There is no trust or insurance covering this future
liability, instead the Company will pay these benefits out of its general assets. The Company’s net income under the plan amounted to $58
in 2022 and $9 in 2021.
12. Stock-Based Compensation
On May 2, 2016, the Company’s stockholders approved The York Water Company Long-Term Incentive Plan, or LTIP. The LTIP was adopted to provide the
incentive of long-term stock-based awards to officers, directors, and key employees. The LTIP provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, performance restricted stock grants and units,
restricted stock grants and units, and unrestricted stock grants. A maximum of 100,000 shares of common stock may be issued under the
LTIP over the ten-year life of the plan. The maximum number of shares of common stock subject to awards that may be granted to any
participant in any one calendar year is 2,000 . Shares of common stock issued under the LTIP may be treasury shares or authorized but
unissued shares. The LTIP is administered by the Compensation Committee of the Board, or the full Board, provided that the full Board administers the LTIP as it relates to awards to non-employee directors of the Company. The Company filed a
registration statement with the SEC on May 11, 2016 covering the offering of stock under the LTIP. The LTIP was effective on July 1, 2016.
On May 7, 2018, the Board awarded stock to non-employee directors effective
May 7, 2018. This stock award vested immediately. On May 7, 2018, the Compensation Committee awarded restricted stock to officers and key employees effective May 7, 2018. This restricted stock award vested ratably over three years beginning May 7, 2018 and has been fully recognized as of
December 31, 2021.
On May 6, 2019, the Board awarded stock to non-employee directors effective May 6, 2019. This stock award vested immediately. On May 6, 2019, the
Compensation Committee awarded restricted stock to officers and key employees effective May 6, 2019. This restricted stock award vests ratably over three years beginning May 6, 2019 and has been fully recognized as of December 31, 2022.
On September 18, 2020, the Board awarded stock to non-employee directors
effective September 18, 2020. This stock award vested immediately. On September 18, 2020, the Compensation Committee awarded restricted stock to officers and key employees effective September 18, 2020. This restricted stock award vests ratably
over three years beginning September 18, 2020.
On May 3, 2021, the Board awarded stock to non-employee directors effective May 3, 2021. This stock award vested immediately. On May 3, 2021, the
Compensation Committee awarded restricted stock to officers and key employees effective May 3, 2021. This restricted stock award vests ratably over three years beginning May 3, 2021.
On May 2, 2022, the Board awarded stock to non-employee directors effective May 2, 2022. This stock award vested immediately. On May
2, 2022, the Compensation Committee awarded restricted stock to officers and key employees effective May 2, 2022. This stock award vests ratably over three years beginning May 2, 2022.
On October 24, 2022, the Board awarded stock to an officer effective October 24, 2022. This stock award vested immediately.
Page 45
The restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends and to vote such shares, but not
the right to sell or otherwise transfer the shares during the restriction period. As a result, the awards are included in common shares outstanding on the balance sheet. Restricted stock awards result in compensation expense valued at the fair
market value of the stock on the date of the grant and are amortized ratably over the restriction period.
The following table summarizes the stock grant amounts and activity for the years ended December 31, 2021 and 2022.
|
Number of Shares
|
Grant Date Weighted
Average Fair Value
|
|||||
|
Nonvested at beginning of the year 2021
|
|
$
|
||||
|
Granted
|
|
$
|
||||
|
Vested
|
(
|
)
|
$
|
|||
|
Forfeited
|
|
|
||||
|
Nonvested at end of the year 2021
|
|
$
|
||||
|
Granted
|
|
$
|
||||
|
Vested
|
(
|
)
|
$
|
|||
|
Forfeited
|
(
|
)
|
$
|
|||
|
Nonvested at the end of the year 2022
|
|
$
|
||||
For the years ended December 31, 2022 and
2021, the statement of income includes $279
and $213 of stock-based compensation and related
recognized tax benefits of $81 and $62 ,
respectively. The total fair value of the shares vested in the years ended December 31, 2022 and 2021 was $255 and $167 , respectively. Total stock-based compensation related to
nonvested awards not yet recognized is $465 at December 31, 2022 which will be recognized over the remaining three-year vesting period.
13. Taxes Other than Income Taxes
The following table provides the components of taxes other than income taxes:
|
2022
|
2021
|
|||||||
|
Regulatory Assessment
|
$
|
|
$
|
|
||||
|
Property
|
|
|
||||||
|
Payroll, net of amounts capitalized
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total taxes other than income taxes
|
$
|
|
$
|
|
||||
14. Income Taxes
The provisions for income taxes consist of:
|
2022
|
2021
|
|||||||
|
Federal current
|
$
|
|
$
|
|
||||
|
State current
|
|
|
||||||
|
Federal deferred
|
|
|
||||||
|
State deferred
|
(
|
)
|
(
|
)
|
||||
|
Federal investment tax credit, net of current utilization
|
(
|
)
|
(
|
)
|
||||
|
Total income taxes
|
$
|
|
$
|
|
||||
Page 46
A reconciliation of the statutory Federal tax provision to the total provision follows:
|
2022
|
2021
|
|||||||
|
Statutory Federal tax provision
|
$
|
|
$
|
|
||||
|
State income taxes, net of Federal benefit
|
(
|
)
|
|
|||||
|
IRS TPR deduction
|
(
|
)
|
(
|
)
|
||||
|
Tax-exempt interest
|
(
|
)
|
(
|
)
|
||||
|
Amortization of investment tax credit
|
(
|
)
|
(
|
)
|
||||
|
Cash value of life insurance
|
|
(
|
)
|
|||||
|
Amortization of excess accumulated deferred income taxes
on accelerated depreciation
|
(
|
)
|
(
|
)
|
||||
| Change in enacted state tax rate |
||||||||
|
Other, net
|
(
|
)
|
|
|||||
|
Total income taxes
|
$
|
|
$
|
|
||||
The Company filed for a change in accounting method under the IRS TPR effective in 2014. Under the change in accounting method, the Company is permitted
to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. The Company was permitted to make this deduction for prior years (the “catch-up
deduction”) and for each year going forward (the “ongoing deduction”). As a result of the catch-up deduction, income tax benefits of $3,887
were deferred as a regulatory liability. After receiving approval from the PPUC in a rate order, the Company began to recognize the catch-up deduction, recorded as a regulatory liability, over 15 years beginning March 1, 2019. As a result, the Company recognized $259 3,416
and $2,361 for the years ended December 31, 2022
and 2021, respectively, reduced income tax expense and flowed through to net income. The ongoing deduction results in a reduction in
the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently payable. Both the ongoing and catch-up deductions result in increases to deferred tax liabilities and regulatory assets
representing the appropriate book and tax basis difference on capital additions.
The 2017 Tax Act, among other things, reduces the federal statutory corporate tax rate for tax years beginning in 2018 from 34 % to 21 160 and $182 in income taxes for the years ended December 31, 2022
and 2021. In November 2021, the 2021 Infrastructure Act repealed the tax treatment of customers’ advances for construction and
contributions in aid of construction made after December 31, 2020.
On July 8, 2022, the Pennsylvania budget for the fiscal year ending June 30, 2023 was signed into law. A
provision within the tax code bill included with the budget provides for an annual phase-down of the Pennsylvania corporate net income tax rate of one percentage point in the first year beginning January 1, 2023 from 9.99% to 8.99%, and a one-half
percentage point each year thereafter until it reaches 4.99% beginning January 1, 2031. The Company has remeasured the state portion of the Company’s deferred income taxes. The effect, net of the federal benefit, of $3 was recognized in income for the year ended December 31, 2022. Deferred income taxes for differences that are recognized for ratemaking purposes on a
cash or flow-through basis were remeasured with offsetting changes to regulatory assets and liabilities on the balance sheet as of December 31, 2022. The Company expects any savings in its Pennsylvania current income taxes to be returned to its
customers through the rate making process or as a future negative surcharge on their bills.
Page 47
The tax effects of temporary differences between book and tax balances that give rise to significant portions of the deferred tax assets and deferred tax
liabilities as of December 31, 2022 and 2021
are summarized in the following table:
|
2022
|
2021
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Reserve for doubtful accounts
|
$
|
|
$
|
|
||||
|
Compensated absences
|
|
|
||||||
|
Deferred compensation
|
|
|
||||||
|
Excess accumulated deferred income taxes on accelerated depreciation
|
|
|
||||||
|
Deferred taxes associated with the gross-up of revenues necessary to
return, in rates, the effect of temporary differences
|
|
|
||||||
|
Customers’ advances for construction and contributions in aid of
construction
|
|
|
||||||
|
Tax effect of pension regulatory liability
|
|
|
||||||
|
Tax loss carryover
|
||||||||
|
Contribution carryover
|
||||||||
|
Other costs deducted for book, not for tax
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Accelerated depreciation
|
|
|
||||||
|
Basis differences from IRS TPR
|
|
|
||||||
|
Investment tax credit
|
|
|
||||||
|
Deferred taxes associated with the gross-up of revenues necessary to
recover, in rates, the effect of temporary differences
|
|
|
||||||
|
Pensions
|
|
|
||||||
|
Unamortized debt issuance costs
|
|
|
||||||
|
Other costs deducted for tax, not for book
|
|
|
||||||
|
Total deferred tax liabilities
|
|
|
||||||
|
Net deferred tax liability
|
$
|
|
$
|
|
||||
In accordance with accounting standards, the net deferred tax liability is classified as a noncurrent deferred income tax liability on the balance sheets.
The Company has a federal tax loss carryover of $2,739 . This carryforward has an indefinite life. The Company has a Pennsylvania tax loss carryover of $3,716 . If not used, this carryover will expire in . The Company has
contribution carryovers of $499 . If not used, these carryovers will expire in and .
Page 48
The Company determined that there were no
uncertain tax positions meeting the recognition and measurement test of the accounting standards recorded in the years that remain open for review by taxing authorities, which are through for both federal and state income tax returns.
The Company has not yet filed tax returns for 2022. The Company believes that it has fully complied with any changes pursuant to the
2017 Tax Act and the 2021 Infrastructure Act and has no t taken any new positions in its 2022 income tax provision.
The Company’s policy is to recognize interest and penalties related to income tax matters in other expenses. The Company paid no
15. Subsequent Event
On February 24, 2023, the Company entered into a note purchase agreement with certain institutional investors
relating to the private placement of $40,000 aggregate principal amount of the Company’s senior notes. The senior notes bear interest at
5.50 % per annum payable semiannually and mature on February 24, 2053 . The senior notes are unsecured and unsubordinated obligations of the Company. The Company received net proceeds, after deducting issuance costs, of approximately $39,830 . The net proceeds were used to refinance line of credit borrowings incurred by the Company as interim financing for various capital projects of
the Company.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
None.
|
Item 9A.
|
Controls and Procedures.
|
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s President and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the Company’s President and Chief Executive Officer along with the Chief Financial Officer concluded that the Company’s
disclosure controls and procedures as of the end of the period covered by this report are effective such that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been detected.
No change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
Page 49
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). As a result
of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective.
|
Item 9B.
|
Other Information.
|
None.
|
Item 9C.
|
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
|
None.
PART III
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Directors of the Registrant
The information set forth under the caption “Election of Directors” of the 2023 Proxy Statement is incorporated herein by reference.
Executive Officers of the Registrant
The information set forth under the caption “Executive Officers of the Company” of the 2023 Proxy Statement is incorporated herein by reference.
Code of Ethics
The information set forth under the caption “Code of Ethics” of the 2023 Proxy Statement is incorporated herein by reference.
Page 50
Audit Committee
The information set forth under the caption “Board Committees and Functions” of the 2023 Proxy Statement is incorporated herein by reference.
|
Item 11.
|
Executive Compensation.
|
The information set forth under the caption “Compensation of Directors and Executive Officers” of the 2023 Proxy Statement is incorporated herein by reference.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information for the equity compensation plan of the Company as of December 31, 2022:
|
Plan Category
|
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||
|
(a)
|
(b)
|
(c)
|
||||
|
Equity compensation plans
approved by security holders*
|
-
|
-
|
67,600
|
|||
|
Equity compensation plans not
approved by security holders
|
-
|
-
|
0
|
*Amounts are subject to adjustment to reflect stock dividends, stock splits, or other relevant changes in capitalization.
In addition, the Company has an employee stock purchase plan that allows employees to purchase stock at a 5% discount up to a maximum of 10% of their gross
compensation. Under this plan, 49,643 authorized shares remain unissued as of December 31, 2022.
The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” of the 2023 Proxy Statement is incorporated herein by
reference.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
The information set forth under the caption “Director Independence” of the 2023 Proxy Statement is incorporated herein by reference.
|
Item 14.
|
Principal Accounting Fees and Services.
|
The information set forth under the caption “Principal Accountant’s Fees and Services” of the 2023 Proxy Statement is incorporated herein by reference.
Page 51
PART IV
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
|
(a)
|
Certain documents filed as part of the Form 10-K.
|
|
1.
|
The financial statements set forth under Item 8 of this Form 10-K.
|
|
Report of Independent Registered Public Accounting Firm
|
|
Balance Sheets as of December 31, 2022 and 2021
|
|
Statements of Income for Years Ended December 31, 2022 and 2021
|
|
Statements of Common Stockholders’ Equity for Years Ended December 31, 2022 and 2021
|
|
Statements of Cash Flows for Years Ended December 31, 2022 and 2021
|
|
Notes to Financial Statements
|
|
2.
|
Financial Statement schedules.
|
|
Schedule
|
Schedule
|
Page
|
|
Number
|
Description
|
Number
|
|
II
|
Valuation and Qualifying Accounts
|
|
|
for the years ended December 31, 2022 and 2021
|
The report of the Company’s independent registered public accounting firm with respect to the financial statement schedule appears on page 20.
All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the
notes thereto, or is not applicable or required.
|
3.
|
Exhibits required by Item 601 of Regulation S-K.
|
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
|
Page 52
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
10.1
|
Articles of Agreement Between The York Water Company and Springettsbury Township relative to Extension of Water Mains dated April 17, 1985
|
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s 1989 Form 10-K.
|
||
|
10.2
|
Note Agreement relative to the $7,500,000 8.43% Senior Notes, Series D dated December 15, 1992
|
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.7 to the Company’s 1992 Form 10-K.
|
||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
|
|
Page 53
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
10.8*
|
||||
|
|
||||
|
|
||||
|
|
|
|||
|
|
|
|||
|
|
||||
|
|
|
Page 54
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
|
||||
|
Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm
|
Filed herewith.
|
|||
|
Certification pursuant to
Rule 13a-15(f) and 15d-15(f)
|
Filed herewith.
|
|||
|
Certification pursuant to
Rule 13a-15(f) and 15d-15(f)
|
Filed herewith.
|
|||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith.
|
|||
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith.
|
Page 55
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
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)
|
Filed herewith.
|
||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
Filed herewith.
|
||
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith.
|
||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith.
|
||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase
|
Filed herewith.
|
||
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith.
|
||
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
Filed herewith.
|
||
|
* Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant
|
||||
|
to Item 15(a)(3) of this Annual Report.
|
||||
|
Item 16.
|
Form 10-K Summary.
|
None.
Page 56
THE YORK WATER COMPANY
Schedule II Valuation and Qualifying Accounts
For the Two Years Ended December 31, 2022
|
Additions
|
||||||||||||||||||||
|
Description
|
Balance at
Beginning
of Year
|
Charged to
Cost and
Expenses
|
Recoveries
|
Deductions
|
Balance at
End of Year
|
|||||||||||||||
|
FOR THE YEAR ENDED
DECEMBER 31, 2022
Reserve for
uncollectible accounts
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
FOR THE YEAR ENDED
DECEMBER 31, 2021
Reserve for
uncollectible accounts
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
The Deductions column above represents write-offs of accounts receivable during the applicable year.
Page 57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
THE YORK WATER COMPANY
|
|
|
(Registrant)
|
|
|
Dated: March 6, 2023
|
By: /s/ Joseph T. Hand
|
|
Joseph T. Hand
|
|
|
President and CEO
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
By: /s/ Joseph T. Hand
|
By: /s/ Matthew E. Poff
|
|
Joseph T. Hand
|
Matthew E. Poff
|
|
(Principal Executive Officer and Director)
|
(Principal Accounting Officer and Chief Financial Officer)
|
|
Dated: March 6, 2023
|
Dated: March 6, 2023
|
|
Directors:
|
Date:
|
|
By: /s/ Paul R. Bonney
|
March 6, 2023
|
|
Paul R. Bonney
|
|
|
By: /s/ Cynthia A. Dotzel
|
March 6, 2023
|
|
Cynthia A. Dotzel
|
|
|
By: /s/ Michael W. Gang
|
March 6, 2023
|
|
Michael W. Gang
|
|
|
By: /s/ Joseph T. Hand
|
March 6, 2023
|
|
Joseph T. Hand
|
|
|
By: /s/ Jeffrey R. Hines
|
March 6, 2023
|
|
Jeffrey R. Hines
|
|
|
By: /s/ George W. Hodges
|
March 6, 2023
|
|
George W. Hodges
|
|
|
By: /s/ George Hay Kain, III
|
March 6, 2023
|
|
George Hay Kain, III
|
|
|
By: /s/ Jody L. Keller
|
March 6, 2023
|
|
Jody L. Keller
|
|
|
By: /s/ Erin C. McGlaughlin
|
March 6, 2023
|
|
Erin C. McGlaughlin
|
|
|
By: /s/ Robert P. Newcomer
|
March 6, 2023
|
|
Robert P. Newcomer
|
|
|
By: /s/ Steven R. Rasmussen
|
March 6, 2023
|
|
Steven R. Rasmussen
|
|
|
By: /s/ Ernest J. Waters
|
March 6, 2023
|
|
Ernest J. Waters
|