YORK WATER CO - Quarter Report: 2022 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended March 31, 2022
|
OR
| ☐ |
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
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☐ 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 ⌧
|
|
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Smaller reporting company ☒
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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).
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☐ Yes
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⌧ No
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|
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
|
||
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Common stock, No par value
|
14,246,394 Shares outstanding
as of May 3, 2022
|
|
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PART I
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Financial Information
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|
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PART II
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Other Information
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|
Page 2
Balance Sheets (Unaudited)
(In thousands of dollars, except per share amounts)
|
Mar. 31, 2022
|
Dec. 31, 2021
|
|||||||
|
ASSETS
|
||||||||
|
UTILITY PLANT, at original cost
|
$
|
494,500
|
$
|
485,750
|
||||
|
Plant acquisition adjustments
|
(3,620
|
)
|
(3,637
|
)
|
||||
|
Accumulated depreciation
|
(101,000
|
)
|
(99,204
|
)
|
||||
|
Net utility plant
|
389,880
|
382,909
|
||||||
|
OTHER PHYSICAL PROPERTY, net of accumulated depreciation
of $489
in 2022 and $483
in 2021
|
717
|
717
|
||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
1
|
1
|
||||||
|
Accounts receivable, net of reserves of $852 in 2022
and $855 in 2021
|
4,434
|
4,634
|
||||||
|
Unbilled revenues
|
3,044
|
2,784
|
||||||
|
Recoverable income taxes
|
895
|
894
|
||||||
|
Materials and supplies inventories, at cost
|
2,107
|
1,917
|
||||||
|
Prepaid expenses
|
1,513
|
1,032
|
||||||
|
Total current assets
|
11,994
|
11,262
|
||||||
|
OTHER LONG-TERM ASSETS:
|
||||||||
|
Prepaid pension cost
|
15,097
|
14,054
|
||||||
|
Note receivable
|
255
|
255
|
||||||
|
Deferred regulatory assets
|
46,308
|
45,280
|
||||||
|
Other assets
|
4,661
|
4,376
|
||||||
|
Total other long-term assets
|
66,321
|
63,965
|
||||||
|
Total Assets
|
$
|
468,912
|
$
|
458,853
|
||||
The accompanying notes are an integral part of these statements.
Page 3
THE YORK WATER COMPANY
Balance Sheets (Unaudited)
(In thousands of dollars, except per share amounts)
|
Mar. 31, 2022
|
Dec. 31, 2021
|
|||||||
|
STOCKHOLDERS' EQUITY AND LIABILITIES
|
||||||||
|
COMMON STOCKHOLDERS' EQUITY:
|
||||||||
|
Common stock, no par value, authorized 46,500,000 shares,
issued and outstanding 13,123,619 shares in 2022
and 13,112,948
shares in 2021
|
$
|
88,725
|
$
|
88,230
|
||||
|
Retained earnings
|
65,695
|
64,392
|
||||||
|
Total common stockholders' equity
|
154,420
|
152,622
|
||||||
|
PREFERRED STOCK, authorized 500,000 shares, no shares issued
|
–
|
–
|
||||||
|
LONG-TERM DEBT, excluding current portion
|
143,999
|
138,869
|
||||||
|
COMMITMENTS
|
|
|
||||||
|
CURRENT LIABILITIES:
|
||||||||
| Current portion of long-term debt | 7,500 | 7,500 | ||||||
|
Accounts payable
|
7,580
|
6,712
|
||||||
|
Dividends payable
|
2,298
|
2,293
|
||||||
|
Accrued compensation and benefits
|
1,506
|
1,575
|
||||||
|
Accrued interest
|
1,071
|
959
|
||||||
|
Deferred regulatory liabilities
|
605
|
607
|
||||||
|
Other accrued expenses
|
536
|
440
|
||||||
|
Total current liabilities
|
21,096
|
20,086
|
||||||
|
DEFERRED CREDITS:
|
||||||||
|
Customers' advances for construction
|
13,161
|
12,820
|
||||||
|
Deferred income taxes
|
51,133
|
49,590
|
||||||
|
Deferred employee benefits
|
4,557
|
4,530
|
||||||
|
Deferred regulatory liabilities
|
37,172
|
36,374
|
||||||
|
Other deferred credits
|
1,500
|
2,086
|
||||||
|
Total deferred credits
|
107,523
|
105,400
|
||||||
|
Contributions in aid of construction
|
41,874
|
41,876
|
||||||
|
Total Stockholders' Equity and Liabilities
|
$
|
468,912
|
$
|
458,853
|
||||
The accompanying notes are an integral part of these statements.
Page 4
THE YORK WATER COMPANY
Statements of Income (Unaudited)
(In thousands of dollars, except per share amounts)
|
|
Three Months
Ended March 31
|
|||||||
|
|
2022
|
2021
|
||||||
|
OPERATING REVENUES
|
$
|
14,240
|
$
|
13,081
|
||||
|
|
||||||||
|
OPERATING EXPENSES:
|
||||||||
|
Operation and maintenance
|
3,451
|
2,806
|
||||||
|
Administrative and general
|
2,657
|
2,411
|
||||||
|
Depreciation and amortization
|
2,480
|
2,174
|
||||||
|
Taxes other than income taxes
|
354
|
336
|
||||||
|
|
8,942
|
7,727
|
||||||
|
|
||||||||
|
Operating income
|
5,298
|
5,354
|
||||||
|
|
||||||||
|
OTHER INCOME (EXPENSES):
|
||||||||
|
Interest on debt
|
(1,297
|
)
|
(1,214
|
)
|
||||
|
Allowance for funds used during construction
|
295
|
262
|
||||||
|
Other pension costs
|
(319
|
)
|
(304
|
)
|
||||
|
Other income (expenses), net
|
(349
|
)
|
(101
|
)
|
||||
|
|
(1,670
|
)
|
(1,357
|
)
|
||||
|
|
||||||||
|
Income before income taxes
|
3,628
|
3,997
|
||||||
|
|
||||||||
|
Income tax (benefit) expense
|
(231
|
)
|
292
|
|||||
|
|
||||||||
|
Net Income
|
$
|
3,859
|
$
|
3,705
|
||||
|
|
||||||||
|
Basic Earnings Per Share
|
$
|
0.29
|
$
|
0.28
|
||||
|
Diluted Earnings Per Share
|
$
|
0.29
|
$
|
0.28
|
||||
The accompanying notes are an integral part of these statements.
Page 5
THE YORK WATER COMPANY
Statements of Common Stockholders' Equity (Unaudited)
(In thousands of dollars, except per share amounts)
For the Periods Ended March 31, 2022
and 2021
|
|
Common
Stock
Shares
|
Common
Stock
Amount
|
Retained
Earnings
|
Total
|
||||||||||||
|
Balance, December 31, 2021
|
13,112,948
|
$
|
88,230
|
$
|
64,392
|
$
|
152,622
|
|||||||||
|
Net income
|
–
|
–
|
3,859
|
3,859
|
||||||||||||
|
Cash dividends declared, $0.1949 per share
|
–
|
–
|
(2,556
|
)
|
(2,556
|
)
|
||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
10,671
|
450
|
–
|
450
|
||||||||||||
|
Stock-based compensation
|
–
|
45
|
–
|
45
|
||||||||||||
|
Balance, March 31, 2022
|
13,123,619
|
$
|
88,725
|
$
|
65,695
|
$
|
154,420
|
|||||||||
|
|
Common
Stock
Shares
|
Common
Stock
Amount
|
Retained
Earnings
|
Total
|
||||||||||||
|
Balance, December 31, 2020
|
13,060,817
|
$
|
85,935
|
$
|
57,317
|
$
|
143,252
|
|||||||||
|
Net income
|
–
|
–
|
3,705
|
3,705
|
||||||||||||
|
Cash dividends declared, $0.1874 per share
|
–
|
–
|
(2,448
|
)
|
(2,448
|
)
|
||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
10,916
|
473
|
–
|
473
|
||||||||||||
|
Stock-based compensation
|
–
|
28
|
–
|
28
|
||||||||||||
|
Balance, March 31, 2021
|
13,071,733
|
$
|
86,436
|
$
|
58,574
|
$
|
145,010
|
|||||||||
The accompanying notes are an integral part of these statements.
Page 6
THE YORK WATER COMPANY
Statements of Cash Flows (Unaudited)
(In thousands of dollars, except per share amounts)
|
Three Months
Ended March 31
|
||||||||
|
2022
|
2021
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
3,859
|
$
|
3,705
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
2,480
|
2,174
|
||||||
|
Stock-based compensation
|
45
|
28
|
||||||
|
Decrease in deferred income taxes
|
(230
|
)
|
(108
|
)
|
||||
|
Other
|
15
|
29
|
||||||
|
Changes in assets and liabilities:
|
||||||||
|
(Increase) decrease in accounts receivable and unbilled revenues
|
(161
|
)
|
1,038
|
|||||
|
(Increase) decrease in recoverable income taxes
|
(1
|
)
|
139
|
|||||
|
Increase in materials and supplies, prepaid expenses, prepaid pension cost,
regulatory and other assets
|
(3,242
|
)
|
(2,201
|
)
|
||||
|
Increase in accounts payable, accrued compensation and benefits, accrued
expenses, deferred employee benefits, regulatory liabilities, and other deferred credits
|
2,456
|
1,684
|
||||||
|
Increase in accrued interest
|
112
|
109
|
||||||
|
Net cash provided by operating activities
|
5,333
|
6,597
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Utility plant additions, including debt portion of allowance for funds used during
construction of $165
in 2022 and $146
in 2021
|
(7,504
|
)
|
(7,431
|
)
|
||||
|
Net cash used in investing activities
|
(7,504
|
)
|
(7,431
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Customers' advances for construction and contributions in aid of construction
|
676
|
792
|
||||||
|
Repayments of customer advances
|
(337
|
)
|
(137
|
)
|
||||
|
Proceeds of long-term debt issues
|
13,375
|
11,648
|
||||||
|
Repayments of long-term debt
|
(8,289
|
)
|
(13,178
|
)
|
||||
|
Changes in cash overdraft position
|
(1,153
|
)
|
(1,263
|
)
|
||||
|
Issuance of common stock
|
450
|
473
|
||||||
|
Dividends paid
|
(2,551
|
)
|
(2,448
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
2,171
|
(4,113
|
)
|
|||||
|
Net change in cash, cash equivalent, and restricted cash
|
–
|
(4,947
|
)
|
|||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
1
|
5,002
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
1
|
$
|
55
|
||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest, net of amounts capitalized
|
$
|
964
|
$
|
912
|
||||
|
Income taxes
|
–
|
–
|
||||||
|
Supplemental disclosure of non-cash investing and financing activities:
Accounts payable includes $3,715 in 2022 and $3,831 in 2021 for the construction of utility plant.
|
||||||||
The accompanying notes are an integral part of these statements.
Page 7
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, 2021.
Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2022.
Additionally, based on the duration and severity of the novel coronavirus ("COVID-19") pandemic, the Company is uncertain of the ultimate impact it could have on the business.
2. Accounts Receivable and Contract Assets
Accounts receivable and contract assets are summarized in the following table:
|
As of
Mar. 31, 2022
|
As of
Dec. 31, 2021
|
Change
|
||||||||||
|
Accounts receivable – customers
|
$
|
4,829
|
$
|
5,034
|
$
|
(205
|
)
|
|||||
|
Other receivables
|
457
|
455
|
2
|
|||||||||
|
5,286
|
5,489
|
(203
|
)
|
|||||||||
|
Less: allowance for doubtful accounts
|
(852
|
)
|
(855
|
)
|
3
|
|||||||
|
Accounts receivable, net
|
$
|
4,434
|
$
|
4,634
|
$
|
(200
|
)
|
|||||
|
Unbilled revenue
|
$
|
3,044
|
$
|
2,784
|
$
|
260
|
||||||
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.
3. Common Stock and Earnings Per Share
Net income of $3,859 and $3,705 for the three months ended March 31, 2022
and 2021, 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.
Page 8
The following table summarizes the shares used in computing basic and diluted earnings per share:
|
Three Months
Ended March 31
|
||||||||
|
2022
|
2021
|
|||||||
|
Weighted average common shares, basic
|
13,105,674
|
13,055,871
|
||||||
|
Effect of dilutive securities:
|
||||||||
|
Employee stock-based compensation
|
2,756
|
2,690
|
||||||
|
Weighted average common shares, diluted
|
13,108,430
|
13,058,561
|
||||||
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 months ended March 31, 2022 and 2021. As of March 31, 2022, 618,004 shares remain authorized for repurchase.
4. Debt
For the three months ended March 31, 2022, the Company did not enter into any new long-term debt arrangements or modify its outstanding long-term debt,
which is summarized in the table below.
|
As of
Mar. 31, 2022
|
As of
Dec. 31, 2021
|
|||||||
|
8.43%
Senior Notes, Series D, due 2022
|
$
|
7,500
|
$
|
7,500
|
||||
|
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
|
||||||
|
Committed Line of Credit, due September 2023
|
34,406
|
29,320
|
||||||
|
Total long-term debt
|
154,276
|
149,190
|
||||||
|
Less discount on issuance of long-term debt
|
(167
|
)
|
(169
|
)
|
||||
| Less unamortized debt issuance costs | (2,610 | ) | (2,652 | ) | ||||
|
Less current maturities
|
(7,500
|
)
|
(7,500
|
)
|
||||
|
Long-term portion
|
$
|
143,999
|
$
|
138,869
|
||||
Page 9
5. 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 pays the Company a variable interest rate based on 59% of the U.S. Dollar one-month LIBOR rate on the notional amount. 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 2.90% and 2.95% for the three months ended March 31, 2022 and 2021, 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 6).
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 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 $90 and $91 for the three months ended March 31, 2022 and 2021, respectively. The overall swap result was a gain of $494
and $431 for the three months ended March 31, 2022 and 2021,
respectively. The Company expects to reclassify $246 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 October 8, 2021 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 March 31, 2022. If a violation due to credit rating, or some other default provision, were triggered on March 31, 2022, the Company would have been required to pay the counterparty approximately $1,523.
The interest rate swap will expire on October 1, 2029. Other than the
interest rate swap, the Company has no other derivative instruments.
6. 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.
Page 10
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
|
March 31, 2022
|
Fair Value Measurements
at Reporting Date Using
Significant Other Observable Inputs (Level 2)
|
||
|
Interest Rate Swap
|
$1,500
|
$1,500
|
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 March 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 March 31, 2022. The
use of the Company's credit rating resulted in a reduction in the fair value of the swap liability of $23 as of March 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
|
$2,086
|
$2,086
|
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 $154,276 at March 31, 2022, and $149,190 at December 31, 2021, had an estimated fair value of approximately $155,000 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 Pennsylvania Economic Development Financing Authority Series A issue.
Customers' advances for construction and note receivable had carrying values at March 31, 2022 of $13,161 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.
7. Commitments
The Company has committed to capital expenditures of approximately $39,205 to armor and replace the spillway of the Lake Williams dam, all of which remains to be incurred as of March 31, 2022. The Company may make additional commitments for this project in the future.
The Company entered into a consent order agreement with the Pennsylvania Department of Environmental Protection in December 2016 after the Company
determined it exceeded the action level for lead as established by the Lead and Copper Rule, or LCR, issued by the U.S. Environmental Protection Agency. The Company did not have an exceedance in any subsequent compliance test. Under the agreement,
the Company successfully completed its commitment to exceed the LCR replacement schedule by replacing all the known company-owned lead service lines within four years from the agreement. Any additional company-owned lead service lines that are discovered will be replaced and included in utility plant but are not expected to have a material impact on the financial position of the Company.
Page 11
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
$1,401 and $1,351 through March 31, 2022 and December 31, 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 $1,450. This estimate is subject to adjustment as more facts become available.
8. Revenue
The following table shows the Company’s revenues disaggregated by service and customer type.
|
|
Three Months
Ended March 31
|
|||||||
|
|
2022
|
2021
|
||||||
|
Water utility service:
|
||||||||
|
Residential
|
$
|
8,447
|
$
|
8,145
|
||||
|
Commercial and industrial
|
3,588
|
3,310
|
||||||
|
Fire protection
|
836
|
806
|
||||||
|
Wastewater utility service:
|
||||||||
|
Residential
|
929
|
471
|
||||||
|
Commercial and industrial
|
109
|
79
|
||||||
|
Billing and revenue collection services
|
130
|
119
|
||||||
|
Collection services
|
59
|
–
|
||||||
|
Other revenue
|
14
|
10
|
||||||
|
Total Revenue from Contracts with Customers
|
14,112
|
12,940
|
||||||
|
Rents from regulated property
|
128
|
141
|
||||||
|
Total Operating Revenue
|
$
|
14,240
|
$
|
13,081
|
||||
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.
Page 12
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 wastewater 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.
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.
Page 13
9. 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. Most recently,
the PPUC authorized an increase in rates effective March 1, 2019. The company anticipates that it will file a rate increase request in 2022.
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 Company's earnings are currently below the
regulatory benchmark allowing the Company to collect DSIC. The DSIC provided revenues of $404 and $0 for the three months ended March 31, 2022 and 2021, respectively.
10. Pensions
Components of Net Periodic Pension Cost
|
|
Three Months
Ended March 31
|
|||||||
|
|
2022
|
2021
|
||||||
|
Service cost
|
$
|
256
|
$
|
271
|
||||
|
Interest cost
|
334
|
302
|
||||||
|
Expected return on plan assets
|
(1,055
|
)
|
(913
|
)
|
||||
|
Amortization of actuarial loss
|
–
|
121
|
||||||
|
Amortization of prior service cost
|
(3
|
)
|
(3
|
)
|
||||
|
Rate-regulated adjustment
|
1,043
|
797
|
||||||
|
Net periodic pension expense
|
$
|
575
|
$
|
575
|
||||
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).
Employer Contributions
The Company previously disclosed in its financial statements for the year
ended December 31, 2021 that it expected to
contribute $2,300 to its pension plans in 2022. For the three months ended March 31, 2022, contributions of $575 have been made. The Company expects to contribute the remaining $1,725 during the final three quarters of 2022.
Page 14
11. 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 will be administered by the Compensation Committee of the Board, or the full Board, provided that the full Board will administer the LTIP as it relates to awards to non-employee directors
of the Company. The Company filed a registration statement with the Securities and Exchange Commission on May 11, 2016 covering the offering of stock under the LTIP. The LTIP was effective on July 1, 2016.
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.
No long-term stock-based awards were granted
under the LTIP during the three months ended March 31, 2022. No previously issued restricted stock awards vested or were forfeited during the three months ended March 31, 2022. For the three months ended March 31, 2022 and 2021, the statement of income includes $45
and $28 of stock-based compensation, respectively, and related recognized tax benefits of $13 and $8, respectively. Total stock based compensation related to
nonvested awards not yet recognized is $413 which will be recognized over the remaining three-year vesting period.
12. Income Taxes
Under the Internal Revenue Service tangible property regulations, or 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’s effective tax rate was (6.4)%
and 7.3% for the three months ended March 31, 2022 and 2021, respectively. The lower effective tax rate is primarily due to higher deductions from the TPR.
The effective tax rate will vary depending on the level of eligible asset improvements expensed for tax purposes under TPR each period.
13. Subsequent Event
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 approximately $44,000. 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. The proceeds and new shares issued have not been reflected in the financial statements for the period ended
March 31, 2022.
Page 15
|
Item 2.
|
Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(In thousands of dollars, except per share amounts)
|
Forward-looking Statements
Certain statements contained in this report on Form 10-Q 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; statements including, but not limited to:
|
•
|
the amount and timing of rate changes and other regulatory matters including the recovery of costs
recorded as regulatory assets;
|
|
•
|
expected profitability and results of operations;
|
|
•
|
trends;
|
|
•
|
goals, priorities and plans for, and cost of, growth and expansion;
|
|
•
|
strategic initiatives;
|
|
•
|
availability of water supply;
|
|
•
|
water usage by customers; and
|
|
•
|
the ability to pay dividends on common stock and the rate of those dividends.
|
The forward-looking statements in this 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 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:
|
•
|
changes in weather, including drought conditions or extended periods of heavy rainfall;
|
|
•
|
natural disasters, including pandemics such as the current outbreak of the novel strain of coronavirus
known as “COVID-19” and the effectiveness of the Company’s pandemic plans;
|
|
•
|
levels of rate relief granted;
|
|
•
|
the level of commercial and industrial business activity within the Company's service territory;
|
|
•
|
construction of new housing within the Company's service territory and increases in population;
|
|
•
|
changes in government policies or regulations, including the tax code;
|
|
•
|
the ability to obtain permits for expansion projects;
|
|
•
|
material changes in demand from customers, including the impact of conservation efforts which may reduce
the demand of customers for water;
|
|
•
|
changes in economic and business conditions, including interest rates;
|
|
•
|
loss of customers;
|
|
•
|
changes in, or unanticipated, capital requirements;
|
|
•
|
the impact of acquisitions;
|
|
•
|
changes in accounting pronouncements;
|
|
•
|
changes in the Company’s credit rating or the market price of its common stock; and
|
|
•
|
the ability to obtain financing.
|
Page 16
General Information
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 five wastewater collection and treatment systems. The Company operates within its franchised water and wastewater territory, which covers portions of 51 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 from both the South Branch and
East Branch of the Codorus Creek, which together have an average daily flow of 73.0 million gallons. This combined watershed area is approximately 117 square miles. The Company has two reservoirs, Lake Williams and Lake Redman, which together hold
up to approximately 2.2 billion gallons of water. The Company supplements its 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 also owns nine wells which are capable of providing a safe yield of approximately 597,000 gallons per day to supply water to the customers of its satellite systems in Adams County. As of March 31, 2022, the Company's average daily
availability was 35.6 million gallons, and average daily consumption was approximately 19.9 million gallons. The Company's service territory had an estimated population of 204,000 as of December 31, 2021. 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 rainfall. 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 sewer 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.
Page 17
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.
Results of Operations
Three Months Ended March 31, 2022 Compared
With Three Months Ended March 31, 2021
Net income for the first quarter of 2022 was $3,859, an increase of $154, or 4.2%, from net income of $3,705 for the same period of 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 the first quarter of 2022 increased $1,159, or 8.9%, from $13,081 for the three months ended March 31, 2021 to $14,240 for the
corresponding 2022 period. The increase was primarily due to growth in the customer base and revenues from the distribution system improvement charge, or DSIC, allowed by the PPUC of $404. The average number of wastewater customers served in 2022
increased as compared to 2021 by 2,171 customers, from 3,295 to 5,466 customers, primarily due to the Company beginning to operate the West Manheim Township wastewater collection system on January 3, 2022. The average number of water customers
served in 2022 increased as compared to 2021 by 586 customers, from 69,409 to 69,995 customers. Total per capita consumption for 2022 was approximately 1.9% higher than the same period of last year. For the remainder of the year, the Company
expects revenues to increase due to an increase in the number of water and wastewater customers from acquisitions and growth within the Company’s service territory, the DSIC, and higher summer demand. The duration and severity of the COVID-19
pandemic including any resulting economic slowdown or changes in consumption patterns could impact results. Other regulatory actions and weather patterns could also impact results.
Operating expenses for the first quarter of 2022 increased $1,215, or 15.7%, from $7,727 for the first quarter of 2021 to $8,942 for the corresponding 2022
period. The increase was primarily due to higher expenses of approximately $306 for depreciation, $300 for wastewater treatment, $199 for distribution system maintenance, $141 for wages, and $101 for outside services. Other expenses increased by a
net of $168. For the remainder of the year, the Company expects depreciation expense to continue to rise due to additional investment in utility plant, and other expenses to increase at a moderate rate as costs to treat water and wastewater, and to
maintain and extend the distribution system, continue to rise.
Page 18
Interest on debt for the first quarter of 2022 increased $83, or 6.8%, from $1,214 for the first quarter of 2021 to $1,297 for the corresponding 2022
period. The increase was primarily due to an increase in long-term debt outstanding. The average debt outstanding under the lines of credit was $32,524 for the first quarter of 2022 and $6,821 for the first quarter of 2021. The weighted average
interest rate on the lines of credit was 1.30% for the quarters ended March 31, 2022 and 2021. Interest expense for the remainder of the year is expected to decrease after the line of credit was repaid upon the completion of the underwritten common
stock offering in April 2022.
Allowance for funds used during construction increased $33, from $262 in the first quarter of 2021 to $295 in the corresponding 2022 period due to a higher
volume of eligible construction. Allowance for funds used during construction for the remainder of the year is expected to increase based on a projected increase in the amount of eligible construction.
Other income (expenses), net for the first quarter of 2022 reflects increased expenses of $248 as compared to the same period of 2021. Higher
charitable contributions of approximately $260 were the primary reason for the increase. Other expenses decreased by a net of $12. For the remainder of the year, 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 the first quarter of 2022 decreased $523, or 179.1%, compared to the same period of 2021 primarily due to higher deductions from the
Internal Revenue Service, or IRS, tangible property regulations, or TPR. The Company’s effective tax rate was (6.4)% for the first quarter of 2022 and 7.3% for the first quarter of 2021. The Company's effective tax rate for the remainder of 2022
will largely be determined by the level of eligible asset improvements expensed for tax purposes under TPR each period.
Rate Matters
See Note 9 to the financial statements included herein for a discussion of rate matters.
Effective April 1, 2022, the Company's tariff included a distribution system improvement charge on revenues of 4.15%.
The Company expects to file a rate increase request in 2022.
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 first quarter of 2023 at
which time the Company will add approximately 30 commercial and industrial water and wastewater customers.
On July 30, 2021, the Company signed an agreement to purchase the water assets of Scott Water Company in Greene Township, Franklin County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required
regulatory authorities. Closing is expected in 2022 at which time the Company will add approximately 25 water customers.
On April 22, 2021, the Company signed an agreement to purchase the water assets and wastewater collection and treatment assets jointly owned by
Letterkenny Industrial Development Authority and Franklin County General Authority in Letterkenny and Greene Townships, Franklin County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory
authorities. Closing is expected in 2022 at which time the Company will add approximately 90 water and wastewater customers.
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On May 27, 2020, the Company signed an agreement to purchase the water assets and wastewater collection and treatment assets of Country View Manor
Community, LLC in Washington Township, York County, Pennsylvania. Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2022 at which time the Company will add
approximately 50 water and wastewater customers.
On October 8, 2013, the Company signed an agreement to purchase the wastewater collection and treatment assets of SYC WWTP, L.P. in Shrewsbury and Springfield Townships, York County, Pennsylvania. On July 1, 2020, the Company signed an agreement
to purchase the Albright Trailer Park water assets and wastewater collection assets of R.T. Barclay, Inc. in Springfield Township, York County, Pennsylvania. Completion of the acquisitions is contingent upon receiving approval from all required
regulatory authorities. Closing is expected in 2022, at which time the Company will add approximately 90 combined wastewater customers and approximately 60 water customers through an interconnection with its current water distribution system. The
wastewater customers of the Albright Trailer Park are currently served by SYC WWTP, L.P. and the water customers are currently served by the Company, each through a single customer connection to the park.
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 further 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 2022 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
For the three months ended March 31, 2022, the Company invested $7,504 in construction expenditures for routine items and wastewater treatment plant
construction as well as various replacements and improvements to infrastructure. The Company was able to fund construction expenditures using internally-generated funds, line of credit borrowings, proceeds from its stock purchase plans and customer
advances and contributions from developers, municipalities, customers, or builders.
The Company anticipates construction expenditures for the remainder of 2022 of approximately $35,300 exclusive of any potential
acquisitions not yet approved. In addition to routine transmission and distribution projects, a portion of the anticipated expenditures will be for armoring and replacing
the spillway of the Lake Williams dam, additional main extensions, and various replacements and improvements to infrastructure. The Company intends to use primarily internally-generated funds for its anticipated construction and fund the
remainder through cash generated from the underwritten common stock offering, line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions. Customer advances and contributions are expected to account for
between 5% and 10% of funding requirements during the remainder of 2022. The Company believes it will have adequate credit facilities and access to the capital markets, if necessary, to fund anticipated capital and acquisition expenditures in the
remainder of 2022.
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Liquidity and Capital Resources
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 March 31, 2022, the Company borrowed $34,406 on its line of credit
and incurred a cash overdraft on its cash management account of $593, which was recorded in accounts payable. Upon completion of the underwritten common stock offering in April 2022, the Company repaid its line of credit and generated a cash
balance with the remaining portion of the proceeds. The Company expects the cash balance to be fully utilized in 2022, after which 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.
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. Accounts receivable – customers for the three months ended March 31, 2022 were consistent with the end of 2021. 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 including taxes, customers’ water usage, weather conditions, customer growth and controlled expenses. During the first three months of 2022, the Company generated $5,333 internally from operations as compared to the
$6,597 it generated during the first three months of 2021. The decrease was primarily due to the prior year decrease in accounts receivable – customers due to a strengthening in the timeliness of payments not repeated in the current year.
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 approximately $44,000. 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 50.0% as of March 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. It is the Company’s general intent to target a ratio between fifty and
fifty-four percent.
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.
Page 21
Credit Line
Historically, the Company has borrowed under its line of credit before refinancing with long-term debt or equity capital. As
of March 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. The Company had $34,406 in outstanding borrowings
under its line of credit as of March 31, 2022. The interest rate on the line of credit borrowings as of March 31, 2022 was 1.30%. Upon completion of the underwritten common stock offering in April 2022, the Company repaid its line of credit. The
Company expects to extend the maturity for this line of credit into 2024 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 anticipated financing needs throughout 2022.
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 financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for additional information regarding these restrictions.
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
50.0% as of March 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. A debt to total capitalization ratio between forty-six and fifty percent has historically been acceptable to the PPUC in rate filings.
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. The Company’s line of credit agreement explicitly states that another index may
be used if LIBOR is discontinued or otherwise unavailable. The Company believes that it is implicit in its other agreements that a successor rate to LIBOR may be used. The Company is not yet aware what successor rate will be used and therefore
cannot estimate the impact to the Company’s financial position, results of operations and cash flows, but it could include an increase in the cost of the variable rate indebtedness.
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 TPR.
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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 March 31, 2022.
Credit Rating
On October 8, 2021, 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. 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.
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.
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.
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Environmental Matters
The Company entered into a consent order agreement with the Pennsylvania Department of Environmental Protection in December 2016 after the Company
determined it exceeded the action level for lead as established by the Lead and Copper Rule, or LCR, issued by the U.S. Environmental Protection Agency. The Company did not have an exceedance in any subsequent compliance test. Under the agreement,
the Company successfully completed its commitment to exceed the LCR replacement schedule by replacing all the known company-owned lead service lines within four years from the agreement. Any additional company-owned lead service lines that are
discovered will be replaced and included in utility plant but are not expected to have a material impact on the financial position of the Company.
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
$1,401 and $1,351 through March 31, 2022 and December 31, 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 $1,450. This estimate is subject to adjustment as more facts become available.
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
regulatory assets and liabilities, revenue recognition, accounting for its pension plans, and income taxes. There has been no significant change in accounting estimates or the method of estimation during the quarter ended March 31, 2022.
Off-Balance Sheet Arrangements
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 5 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 guarantees and does not have material transactions involving related parties.
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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Not applicable.
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Item 4.
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Controls and Procedures.
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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, as
amended, 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.
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PART II - OTHER INFORMATION
| Item 6. |
Exhibits.
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Exhibit No.
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Description
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101.INS
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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).
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|
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101.SCH
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Inline XBRL Taxonomy Extension Schema.
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|
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase.
|
|
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase.
|
|
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase.
|
|
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase.
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|
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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Page 26
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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THE YORK WATER COMPANY
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/s/ Joseph T. Hand
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Date: May 3, 2022
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Joseph T. Hand
Principal Executive Officer
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/s/ Matthew E. Poff
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Date: May 3, 2022
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Matthew E. Poff
Principal Financial and Accounting Officer
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