UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2023

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

For the transition period from __________ to __________

Commission file number 001-34245

THE YORK WATER COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1242500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

130 East Market Street, York, Pennsylvania	17401
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (717) 845-3601

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

Common Stock, No par value	YORW	The Nasdaq Global Select Market
(Title of Class)	(Trading Symbol)	(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes

☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

⌧ Yes

☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer ⌧

Smaller reporting company ☒		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes		⌧ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common stock, No par value	14,310,349 Shares outstanding as of August 3, 2023

TABLE OF CONTENTS

PART I	Financial Information

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II	Other Information

Item 6.	Exhibits	26

Signatures		27

Page 2

THE YORK WATER COMPANY

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

Balance Sheets (Unaudited)

(In thousands of dollars, except per share amounts)

	Jun. 30, 2023			Dec. 31, 2022
ASSETS
UTILITY PLANT, at original cost	$	582,332		$	549,141
Plant acquisition adjustments		(9,347	)		(9,178	)
Accumulated depreciation		(113,570	)		(108,758	)
Net utility plant		459,415			431,205

OTHER PHYSICAL PROPERTY, net of accumulated depreciation of $477 in 2023 and $463 in 2022		1,587			696

CURRENT ASSETS:
Cash and cash equivalents		1			1
Accounts receivable, net of reserves of $875 in 2023 and $855 in 2022		6,096			6,701
Unbilled revenues		3,869			3,290
Recoverable income taxes		366			882
Materials and supplies inventories, at cost		3,532			2,335
Prepaid expenses		1,496			1,025
Total current assets		15,360			14,234

OTHER LONG-TERM ASSETS:
Prepaid pension cost		18,567			17,090
Note receivable		255			255
Deferred regulatory assets		43,686			42,545
Other assets		4,670			4,570
Total other long-term assets		67,178			64,460

Total Assets	$	543,540		$	510,595

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Balance Sheets (Unaudited)

(In thousands of dollars, except per share amounts)

	Jun. 30, 2023		Dec. 31, 2022
STOCKHOLDERS’ EQUITY AND LIABILITIES
COMMON STOCKHOLDERS’ EQUITY:
Common stock, no par value, authorized 46,500,000 shares, issued and outstanding 14,309,160 shares in 2023 and 14,285,584 shares in 2022	$	135,199	$	134,220
Retained earnings		77,345		72,963
Total common stockholders’ equity		212,544		207,183

PREFERRED STOCK, authorized 500,000 shares, no shares issued		–		–

LONG-TERM DEBT		157,771		139,465

COMMITMENTS		–		–

CURRENT LIABILITIES:
Accounts payable		14,382		10,766
Dividends payable		2,640		2,628
Accrued compensation and benefits		1,529		1,541
Accrued interest		1,738		965
Deferred regulatory liabilities		598		593
Other accrued expenses		416		488
Total current liabilities		21,303		16,981

DEFERRED CREDITS:
Customers’ advances for construction		15,871		14,911
Deferred income taxes		50,975		47,901
Deferred employee benefits		3,728		3,725
Deferred regulatory liabilities		38,531		37,448
Other deferred credits		516		680
Total deferred credits		109,621		104,665

Contributions in aid of construction		42,301		42,301

Total Stockholders’ Equity and Liabilities	$	543,540	$	510,595

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Income (Unaudited)

(In thousands of dollars, except per share amounts)

	Three Months Ended June 30						Six Months Ended June 30
	2023			2022			2023			2022

OPERATING REVENUES	$	18,767		$	14,899		$	34,168		$	29,139

OPERATING EXPENSES:
Operation and maintenance		4,105			2,915			8,217			6,366
Administrative and general		2,757			2,579			5,423			5,236
Depreciation and amortization		3,019			2,493			5,833			4,973
Taxes other than income taxes		370			338			761			692
		10,251			8,325			20,234			17,267

Operating income		8,516			6,574			13,934			11,872

OTHER INCOME (EXPENSES):
Interest on debt		(1,678	)		(1,205	)		(3,191	)		(2,502	)
Allowance for funds used during construction		844			225			1,593			520
Other pension costs		(239	)		(319	)		(603	)		(638	)
Other income (expenses), net		(206	)		(80	)		(300	)		(429	)
		(1,279	)		(1,379	)		(2,501	)		(3,049	)

Income before income taxes		7,237			5,195			11,433			8,823

Income tax (benefit) expense		713			166			1,256			(65	)

Net Income	$	6,524		$	5,029		$	10,177		$	8,888

Basic Earnings Per Share	$	0.45		$	0.36		$	0.71		$	0.65

Diluted Earnings Per Share	$	0.45		$	0.36		$	0.71		$	0.65

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Common Stockholders’ Equity (Unaudited)

(In thousands of dollars, except per share amounts)

For the Periods Ended June 30, 2023 and 2022

	Common Stock Shares		Common Stock Amount		Retained Earnings			Total

Balance, March 31, 2023		14,294,898	$	134,679	$	73,719		$	208,398
Net income		–		–		6,524			6,524
Cash dividends declared, $0.2027 per share		–		–		(2,898	)		(2,898	)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans		10,148		415		–			415
Stock-based compensation		4,114		105		–			105
Balance, June 30, 2023		14,309,160	$	135,199	$	77,345		$	212,544

Balance, December 31, 2022		14,285,584	$	134,220	$	72,963		$	207,183
Net income		–		–		10,177			10,177
Cash dividends declared, $0.4054 per share		–		–		(5,795	)		(5,795	)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans		19,462		820		–			820
Stock-based compensation		4,114		159		–			159
Balance, June 30, 2023		14,309,160	$	135,199	$	77,345		$	212,544

	Common Stock Shares		Common Stock Amount		Retained Earnings			Total

Balance, March 31, 2022		13,123,619	$	88,725	$	65,695		$	154,420
Net income		–		–		5,029			5,029
Cash dividends declared, $0.1949 per share		–		–		(2,779	)		(2,779	)
Issuance of common stock		1,121,940		43,970		–			43,970
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans		11,185		431		–			431
Stock-based compensation		8,019		113		–			113
Balance, June 30, 2022		14,264,763	$	133,239	$	67,945		$	201,184

Balance, December 31, 2021		13,112,948	$	88,230	$	64,392		$	152,622
Net income		–		–		8,888			8,888
Cash dividends declared, $0.3898 per share		–		–		(5,335	)		(5,335	)
Issuance of common stock		1,121,940		43,970		–			43,970
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans		21,856		881		–			881
Stock-based compensation		8,019		158		–			158
Balance, June 30, 2022		14,264,763	$	133,239	$	67,945		$	201,184

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Statements of Cash Flows (Unaudited)

(In thousands of dollars, except per share amounts)

	Six Months Ended June 30
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	10,177		$	8,888
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,833			4,973
Stock-based compensation		159			158
Increase (decrease) in deferred income taxes		694			(64	)
Other		(425	)		62
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenues		(162	)		(1,069	)
(Increase) decrease in recoverable income taxes		516			(1	)
Increase in materials and supplies, prepaid expenses, prepaid pension cost, regulatory and other assets		(5,284	)		(5,993	)
Increase in accounts payable, accrued compensation and benefits, accrued expenses, deferred employee benefits, regulatory liabilities, and other deferred credits		2,315			4,052
Increase in accrued interest		773			7
Net cash provided by operating activities		14,596			11,013

CASH FLOWS FROM INVESTING ACTIVITIES:
Utility plant additions, including debt portion of allowance for funds used during construction of $890 in 2023 and $291 in 2022		(29,725	)		(19,004	)
Acquisitions of water and wastewater systems		(35	)		–
Net cash used in investing activities		(29,760	)		(19,004	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Customers’ advances for construction and contributions in aid of construction		1,117			2,590
Repayments of customer advances		(157	)		(635	)
Proceeds of long-term debt issues		66,358			13,674
Debt issuance costs		(171	)		–
Repayments of long-term debt		(47,971	)		(42,994	)
Changes in cash overdraft position		951			(1,746	)
Issuance of common stock		820			44,851
Dividends paid		(5,783	)		(5,106	)
Net cash provided by financing activities		15,164			10,634

Net change in cash and cash equivalents		–			2,643
Cash and cash equivalents at beginning of period		1			1
Cash and cash equivalents at end of period	$	1		$	2,644

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	1,480		$	2,132

Supplemental disclosure of non-cash investing and financing activities: Accounts payable includes $7,372 in 2023 and $5,796 in 2022 for the construction of utility plant.

The accompanying notes are an integral part of these statements.

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THE YORK WATER COMPANY

Notes to Interim Financial Statements

(In thousands of dollars, except per share amounts)

1. Basis of Presentation

The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of results for such periods. Because the financial statements cover an interim period, they do not include all disclosures and notes normally provided in annual financial statements, and therefore, should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

2. Acquisitions

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 $516, of which $35 was paid in 2023, which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $202 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired assets. The wastewater customers of the Albright Trailer Park were previously served by SYC WWTP, L.P. through a single customer connection to the park. This acquisition is immaterial to Company results.

3. Accounts Receivable and Contract Assets

Accounts receivable and contract assets are summarized in the following table:

	As of			As of
	Jun. 30, 2023			Dec. 31, 2022			Change

Accounts receivable – customers	$	6,862		$	7,069		$	(207	)
Other receivables		109			487			(378	)
		6,971			7,556			(585	)
Less: allowance for doubtful accounts		(875	)		(855	)		(20	)
Accounts receivable, net	$	6,096		$	6,701		$	(605	)

Unbilled revenue	$	3,869		$	3,290		$	579

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 the normal timing difference between performance and the customer’s payments.

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4. Common Stock and Earnings Per Share

Net income of $6,524 and $5,029 for the three months ended June 30, 2023 and 2022, respectively, and $10,177 and $8,888 for the six months ended June 30, 2023 and 2022, respectively, is used to calculate both basic and diluted earnings per share. Basic earnings per share is based on the weighted average number of common shares outstanding. Diluted earnings 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 earnings per share and 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 earnings per share:

	Three Months Ended June 30				Six Months Ended June 30
	2023		2022		2023		2022

Weighted average common shares, basic		14,288,605		14,188,579		14,282,270		13,650,118
Effect of dilutive securities:
Employee stock-based compensation		1,230		1,123		857		1,060
Weighted average common shares, diluted		14,289,835		14,189,702		14,283,127		13,651,178

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. No shares were repurchased during the three or six months ended June 30, 2023 and 2022. As of June 30, 2023, 618,004 shares remain authorized for repurchase.

5. Debt

	As of Jun. 30, 2023			As of Dec. 31, 2022

Variable Rate Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series 2008A, due 2029	$	12,000		$	12,000
3.00% Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series A of 2019, due 2036		10,500			10,500
3.10% Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series B of 2019, due 2038		14,870			14,870
3.23% Senior Notes, due 2040		15,000			15,000
4.00% - 4.50% York County Industrial Development Authority Exempt Facilities Revenue Bonds, Series 2015, due 2029 - 2045		10,000			10,000
4.54% Senior Notes, due 2049		20,000			20,000
3.24% Senior Notes, due 2050		30,000			30,000
5.50% Senior Notes, due 2053		40,000			–
Committed Line of Credit, due September 2024		8,127			29,740
Total long-term debt		160,497			142,110
Less discount on issuance of long-term debt		(152	)		(158	)
Less unamortized debt issuance costs		(2,574	)		(2,487	)
Long-term portion	$	157,771		$	139,465

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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 $39,829. 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.

6. 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 the Company’s $12,000 variable-rate debt issue 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 ($12,000) is not exchanged. The interest rate swap provides that the Company pays the counterparty a fixed interest rate of 3.16% on the notional amount of $12,000. In exchange, the counterparty paid the Company a variable interest rate based on 59% of the U.S. Dollar one-month LIBOR rate on the notional amount. The variable interest rate changed to 59% of the daily simple Secured Overnight Financing Rate, or SOFR, plus a spread adjustment of 11.448 basis points upon the discontinuance of LIBOR in 2023. The intent is for the variable rate received from the swap counterparty to approximate the variable rate the Company pays to bondholders on its variable rate debt issue, resulting in a fixed rate being paid to the swap counterparty and reducing the Company’s interest rate risk. The Company’s net payment rate on the swap was 0.16% and 2.60% for the three months ended June 30, 2023 and 2022, respectively, and 0.30% and 2.75% for the six months ended June 30, 2023 and 2022, respectively.

The interest rate swap agreement is 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 sheet. In accordance with the standards, the interest rate swap is recorded on the balance sheet in other deferred credits at fair value (see Note 7).

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 or regulatory liability. Based on current ratemaking treatment, the Company expects the unrealized gains and losses to be recognized in rates as a component of 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 $5 and $78 for the three months ended June 30, 2023 and 2022, respectively, and $19 and $168 for the six months ended June 30, 2023 and 2022, respectively. The overall swap result was a gain of $267 and $281 for the three months ended June 30, 2023 and 2022, respectively, and $140 and $775 for the six months ended June 30, 2023 and 2022, respectively. The Company expects to reclassify $(10) from regulatory assets to interest expense as a result of swap settlements over the next 12 months.

The interest rate swap agreement contains provisions that require the Company to maintain a credit rating of at least BBB- with Standard & Poor’s. 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. On July 26, 2023, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. The Company’s interest rate swap was in a liability position as of June 30, 2023. If a violation due to credit rating, or some other default provision, were triggered on June 30, 2023, the Company would have been required to pay the counterparty approximately $600.

The interest rate swap will expire on October 1, 2029. Other than the interest rate swap, the Company has no other derivative instruments.

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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 sheet. The table below illustrates the fair value of the interest rate swap as of the end of the reporting period.

Description		June 30, 2023		Fair Value Measurements at Reporting Date Using Significant Other Observable Inputs (Level 2)
Interest Rate Swap		$516		$516

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 June 30, 2023. 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 June 30, 2023. The use of the Company’s credit rating resulted in a reduction in the fair value of the swap liability of $84 as of June 30, 2023. The fair value of the swap reflecting the Company’s credit quality as of December 31, 2022 is shown in the table below.

Description		December 31, 2022		Fair Value Measurements at Reporting Date Using Significant Other Observable Inputs (Level 2)
Interest Rate Swap		$680		$680

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 $160,497 at June 30, 2023, and $142,110 at December 31, 2022, had an estimated fair value of approximately $145,000 and $126,000, 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 Pennsylvania Economic Development Financing Authority Series A issue.

Customers’ advances for construction and note receivable had carrying values at June 30, 2023 of $15,871 and $255, respectively. At December 31, 2022, customers’ advances for construction and note receivable had carrying values of $14,911 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.

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8. Commitments

The Company has committed to capital expenditures of approximately $39,626 to armor and replace the spillway of the Lake Williams dam, of which $14,001 remains to be incurred as of June 30, 2023. The Company may make additional commitments for this project in the future.

The Company was granted approval by the Pennsylvania Public Utility Commission, or 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 $1,589 and $1,518 through June 30, 2023 and December 31, 2022, respectively, and is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $1,800. This estimate is subject to adjustment as more facts become available.

9. Revenue

The following table shows the Company’s revenues disaggregated by service and customer type.

	Three Months Ended June 30				Six Months Ended June 30
	2023		2022		2023		2022
Water utility service:
Residential	$	10,640	$	8,819	$	19,528	$	17,266
Commercial and industrial		5,093		3,896		9,097		7,484
Fire protection		1,050		836		1,982		1,672
Wastewater utility service:
Residential		1,456		925		2,540		1,854
Commercial and industrial		267		116		488		225
Billing and revenue collection services		116		84		242		214
Collection services		9		89		16

SEC Form 10-Q filed by York Water Company