YORK WATER CO
10-Ks and 10-Qs
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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⌧
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2020
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OR
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□
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________to____________
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Commission file number
001-34245
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THE YORK WATER COMPANY
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(Exact name of registrant as specified in its charter)
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PENNSYLVANIA
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23-1242500
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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130 EAST MARKET STREET, YORK, PENNSYLVANIA
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17401
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
(717) 845-3601
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Securities registered pursuant to Section 12(b) of the Act:
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None
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(Title of Each Class)
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Securities registered pursuant to Section 12(g) of the Act:
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COMMON STOCK, NO PAR VALUE
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YORW
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The NASDAQ Global Select Market
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(Title of Class)
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(Trading Symbol)
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(Name of Each Exchange on Which Registered)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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YES
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NO
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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YES
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NO
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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YES
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NO
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files).
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YES
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NO
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Small reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark if the registrant has filed a report on and attestation on its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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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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The aggregate market value of the Common Stock, no par value, held by nonaffiliates of the registrant on
June 30, 2020
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was
$625,110,599
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As of
March 9 ,2021
there were
13,063,448
shares of Common Stock, no par value, outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the Proxy Statement for the Company's 2021 Annual Meeting of Shareholders are incorporated
by reference into Part I and Part III.
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PART I
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PART II
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PART III
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PART IV
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Page 2
Certain statements contained in this annual report and in documents incorporated by reference constitute “forward-looking statements” within the meaning
of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as "may," "should," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:
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the amount and timing of rate increases and other regulatory matters including the recovery of costs
recorded as regulatory assets;
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expected profitability and results of operations;
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trends;
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goals, priorities and plans for, and cost of, growth and expansion;
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strategic initiatives;
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availability of water supply;
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water usage by customers; and
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the ability to pay dividends on common stock and the rate of those dividends.
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The forward-looking statements in this Annual Report reflect what the Company currently anticipates will happen. What actually happens could differ
materially from what it currently anticipates will happen. The Company does not intend to make a public announcement when forward-looking statements in this Annual Report are no longer accurate, whether as a result of new information, what
actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:
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changes in weather, including drought conditions or extended periods of heavy rainfall;
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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;
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levels of rate relief granted;
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the level of commercial and industrial business activity within the Company's service territory;
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construction of new housing within the Company's service territory and increases in population;
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changes in government policies or regulations, including the tax code;
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the ability to obtain permits for expansion projects;
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material changes in demand from customers, including the impact of conservation efforts which may
impact the demand of customers for water;
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changes in economic and business conditions, including interest rates;
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loss of customers;
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changes in, or unanticipated, capital requirements;
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the impact of acquisitions;
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changes in accounting pronouncements;
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changes in the Company’s credit rating or the market price of its common stock; and
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the ability to obtain financing.
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Page 3
THE YORK WATER COMPANY
PART I
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Item 1.
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Business.
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The York Water Company (the “Company”) is the oldest investor-owned water utility in the United States and is duly organized under the laws of the
Commonwealth of Pennsylvania. The Company has operated continuously since 1816. The primary business of the Company is to impound, purify to meet or exceed safe drinking water standards and distribute water. The Company also owns and operates
two 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 December 31, 2020, 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 202,000 as of December 31, 2020. 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 4
Competition
As a regulated utility, the Company operates within an exclusive franchised territory that is substantially free from direct competition with other
public utilities, municipalities, and other entities. Although the Company has been granted an exclusive franchise for each of its existing community water and wastewater systems, the ability of the Company to expand or acquire new service
territories may be affected by currently unknown competitors obtaining franchises to surrounding systems by application or acquisition. These competitors may include other investor-owned utilities, nearby municipally-owned utilities and sometimes
competition from strategic or financial purchasers seeking to enter or expand in the water and wastewater industry. The addition of new service territory and the acquisition of other utilities are generally subject to review and approval by the
PPUC.
Water and Wastewater Quality and Environmental Regulations
Provisions of water and wastewater service are subject to regulation under the federal Safe Drinking Water Act, the Clean Water Act and related state
laws, and under federal and state regulations issued under these laws. In addition, the Company is subject to federal and state laws and other regulations relating to solid waste disposal, dam safety and other aspects of its operations.
The federal Safe Drinking Water Act establishes criteria and procedures for the U.S. Environmental Protection Agency, or EPA, to develop national quality
standards. Regulations issued under the Act, and its amendments, set standards on the amount of certain contaminants allowable in drinking water. Current requirements are not expected to have a material impact on the Company’s operations or
financial condition as it already meets or exceeds standards. In the future, the Company may be required to change its method of treating drinking water and may incur additional capital investments if new regulations become effective.
Under the requirements of the Pennsylvania Safe Drinking Water Act, or SDWA, the Pennsylvania Department of Environmental Protection, or DEP, regulates
the quality of the finished water supplied to customers. The DEP requires the Company to submit monthly reports showing the results of daily bacteriological and other chemical and physical analyses. As part of this requirement, the Company
conducts over 70,000 laboratory tests annually. Management believes that the Company complies with the standards established by the agency under the SDWA. The DEP assists the Company by regulating discharges into the Company’s watershed area to
prevent and eliminate pollution.
The federal Groundwater Rule establishes protections against microbial pathogens in community water supplies. This rule requires additional testing of
water from well sources, and under certain circumstances requires demonstration and maintenance of effective disinfection. The Company holds public water supply permits issued by the DEP, which establishes the groundwater source operating
conditions for its wells, including demonstrated 4-log treatment of viruses. All of the satellite systems operated by the Company are in compliance with the federal Groundwater Rule.
The Clean Water Act regulates discharges from water and wastewater treatment facilities into lakes, rivers, streams, and groundwater. The Company
complies with this Act by obtaining and maintaining all required permits and approvals for discharges from its water and wastewater facilities and by satisfying all conditions and regulatory requirements associated with the permits.
The DEP monitors the quality of wastewater discharge effluent under the provisions of the National Pollutant Discharge Elimination System, or NPDES. The
Company submits monthly reports to the DEP showing the results of its daily effluent monitoring and removal of sludge and biosolids. The Company is not aware of any significant environmental remediation costs necessary from the handling and
disposal of waste material from its wastewater operations.
Page 5
Lead and copper may enter drinking water primarily through plumbing materials. The Company is required to comply with the Lead and Copper Rule
established by the EPA and administered by the DEP. The Company must monitor drinking water at customer taps for compliance with this rule. If lead concentrations exceed an action level, the Company must undertake a number of additional actions
to control corrosion, inform the public about steps they should take to protect their health and may be required to replace lead service lines under its control. See “Management’s Discussion and Analysis – Environmental Matters” for a discussion
of the Company’s compliance with the Lead and Copper rule.
The DEP and the Susquehanna River Basin Commission, or SRBC, regulate the amount of water withdrawn from streams in the watershed to assure that
sufficient quantities are available to meet the needs of the Company and other regulated users. Through its Division of Dam Safety, the DEP regulates the operation and maintenance of the Company’s impounding dams. The Company routinely inspects
its dams and prepares annual reports of their condition as required by DEP regulations. The DEP reviews these reports and inspects the Company’s dams. The DEP most recently inspected the Company’s dams in 2019.
Since 1980, the DEP has required any new dam to have a spillway that is capable of passing the design flood without overtopping the dam. The design
flood is either the Probable Maximum Flood, or PMF, or some fraction of it, depending on the size and location of the dam. PMF is very conservative and is calculated using the most severe combination of meteorological and hydrologic conditions
reasonably possible in the watershed area of a dam.
The Company engaged a professional engineer to analyze the spillway capacities at the Lake Williams and Lake Redman dams and validate the DEP’s
recommended flood design for the dams. Management presented the results of the study to the DEP in December 2004, and DEP then requested that the Company submit a proposed schedule for the actions to address the spillway capacities. Thereafter,
the Company retained an engineering firm to prepare preliminary designs for increasing the spillway capacities to pass the PMF through armoring the dams with roller compacted concrete. Management has met with the DEP on a regular basis to review
the preliminary design and discuss scheduling, permitting, and construction requirements. Recently, DEP expressed concern regarding the stability of the Lake Williams spillway in light of current design standards. The Company is currently
completing the final design and the permitting process to armor and replace the spillway of the Lake Williams dam. The Company expects to finalize its plans in 2021 and begin construction in 2022 at a total cost of approximately $27 million. The
Lake Redman dam will be reviewed following the completion of the work on the Lake Williams dam.
Capital expenditures and operating costs required as a result of water quality standards and environmental requirements have been traditionally
recognized by state public utility commissions as appropriate for inclusion in establishing rates. The capital expenditures currently required as a result of water quality standards and environmental requirements have been budgeted in the
Company’s capital program and represent less than 15% of its expected total capital expenditures over the next five years. The Company is currently in compliance with wastewater environmental standards and does not anticipate any major capital
expenditures for its current wastewater business.
Growth
(All dollar amounts are stated in thousands of dollars)
The Company continues to grow its number of customers and distribution facilities.
The growth in the number of customers of the Company is due primarily to the acquisition of water and wastewater systems and organic growth. During the
year ended December 31, 2020, the Company increased its number of customers from 71,411 to 72,681. See “Management’s Discussion and Analysis – Acquisitions and Growth” for a discussion of the Company’s recent acquisitions.
The Company continues to grow its water distribution and wastewater collection systems to provide reliable service to its expanding franchised service
territory and the increasing population within that territory. During the year ended December 31, 2020, the Company installed an additional 14,950 feet of water distribution mains and acquired an additional 32,593 feet of wastewater collection
mains resulting in 987 miles of water mains and 36 miles of wastewater mains as of December 31, 2020.
Page 6
The Company’s growth in revenues is primarily a result of customer growth and increases in water and wastewater rates. During the year ended December
31, 2020, the Company recognized revenue of $53,852, an increase of $2,274, or 4.4%, as compared to $51,578 during the year ended December 31, 2019. In 2020, operating revenue was derived from the following sources and in the following
percentages: residential, 66%; commercial and industrial, 26%; and other, 8%, which is primarily from the provision for fire service but includes other water and wastewater service-related income. See “Management’s Discussion and Analysis – Rate
Matters” for a discussion of the Company’s rate case management.
Information about Our Executive Officers
The Company presently has 108 employees, all of which are full time employees including the officers detailed in the information set forth under the
caption “Executive Officers of the Company” of the 2021 Proxy Statement incorporated herein by reference.
Available Information
The Company makes available free of charge, on or through its website (
www.yorkwater.com
),
its annual report on Form 10-K, its quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the
Company electronically files such material with, or furnishes it to, the SEC. The SEC also maintains a website at
www.sec.gov
that contains reports, proxy
statements, and other information about SEC registrants, including the Company.
Shareholders may request, without charge, copies of the Company’s financial reports. Such requests, as well as other investor relations inquiries,
should be addressed to:
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Molly E. Norton
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The York Water Company
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(717) 718-2942
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Investor Relations &
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130 East Market Street
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(800) 750-5561
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Communications Administrator
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York, PA 17401
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mollyn@yorkwater.com
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Item 1A.
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Risk Factors.
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Not applicable.
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Item 1B.
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Unresolved Staff Comments.
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None.
Page 7
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Item 2.
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Properties.
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Source of Water Supply
The Company owns two impounding dams located in York and Springfield Townships adjoining the Borough of Jacobus to the south. The lower dam, the Lake
Williams Impounding Dam, creates a reservoir covering approximately 165 acres containing about 870 million gallons of water. The upper dam, the Lake Redman Impounding Dam, creates a reservoir covering approximately 290 acres containing about 1.3
billion gallons of water.
In addition to the two impounding dams, the Company owns a 15-mile pipeline from the Susquehanna River to Lake Redman that provides access to a supply of
an additional 12.0 million gallons per day, or MGD.
The Company also owns four satellite water systems in Adams County, Pennsylvania. The systems consist of nine groundwater wells capable of providing a
combined safe yield of approximately 597,000 gallons per day.
As of December 31, 2020, the Company's present average daily availability was 35.6 million gallons, and daily consumption was approximately 19.9 million
gallons.
Pumping Stations
The Company's main pumping station is located in Spring Garden Township on the south branch of the Codorus Creek about four miles downstream from the
Company's lower impounding dam. The pumping station presently houses pumping equipment consisting of electrically driven centrifugal pumps with a combined pumping capacity of 68.0 MGD. The pumping capacity is more than double peak requirements
and is designed to provide an ample safety margin in the event of pump or power failure. A large diesel backup generator is installed to provide power to the pumps in the event of an emergency. The untreated water is pumped approximately two miles
to the filtration plant through pipes owned by the Company.
The Susquehanna River Pumping Station is located on the western shore of the Susquehanna River several miles south of Wrightsville, PA. The pumping
station is equipped with vertical turbine pumps with a combined pumping capacity of 18 MGD. The pumping station pumps water from the Susquehanna River approximately 15 miles through a combination of 30 inch and 36 inch ductile iron main to the
Company’s upper impounding dam, located at Lake Redman.
The Lake Redman Pumping Station is located in York Township adjacent to Lake Redman. The pumping station is designed to provide a redundant source with
the capacity to pump 20 MGD of untreated water through a company-owned 36 inch force main approximately 3.5 miles to the filtration plant, meeting the Company’s daily consumption needs.
Treatment Facilities
The Company's water filtration plant is located in Spring Garden Township about one-half mile south of the City of York. Water at this plant is filtered
through twelve dual media filters having a rated capacity of 39.0 MGD, with a maximum supply of 42.0 MGD for short periods if necessary. Based on an average daily consumption in 2020 of approximately 19.9 million gallons, the Company believes the
pumping and filtering facilities are adequate to meet present and anticipated demands.
The Company’s sediment recycling facility is located adjacent to its water filtration plant. This state of the art facility employs cutting edge
technology to remove fine, suspended solids from untreated water. The Company estimates that through this energy-efficient, environmentally friendly process, approximately 600 tons of sediment will be removed annually, thereby improving the
quality of the Codorus Creek watershed.
Page 8
The Company has five wastewater treatment facilities located in three counties within south-central Pennsylvania. The wastewater treatment plants are
small, packaged, extended aeration activated sludge facilities with a combined average daily flow capacity of 235,000 gallons. With a projected maximum daily demand of 123,000 gallons, the plants’ flow paths offer both capacity and operational
redundancy for maintenance, high flow events, and potential growth.
Distribution and Collection
The distribution system of the Company has approximately 987 miles of water main lines which range in diameter from 2 inches to 36 inches. The
distribution system includes 31 booster stations and 34 standpipes and reservoirs capable of storing approximately 58.4 million gallons of potable water. All booster stations are equipped with at least two pumps for protection in case of
mechanical failure. Following a deliberate study of customer demand and pumping capacity, the Company installed standby generators at all critical booster stations to provide an alternate energy source or emergency power in the event of an
electric utility interruption.
The seven wastewater collection systems of the Company have a combined approximate 174,000 feet of 6 inch and 8 inch gravity collection mains and 15,000
feet of 6 inch pressure force main along with nine redundant sewage pumping stations.
Other Properties
The Company's distribution center and material and supplies warehouse are located in Springettsbury Township and are composed of three one-story concrete
block buildings aggregating 30,680 square feet.
The administrative and executive offices of the Company are located in one three-story and one two-story brick and masonry buildings, containing a total
of approximately 21,861 square feet, in the City of York, Pennsylvania.
All of the Company's properties described above are held in fee by the Company. There are no material encumbrances on such properties.
In 1976, the Company entered into a Joint Use and Park Management Agreement with York County under which the Company licensed use of certain of its lands
and waters for public park purposes for a period of 50 years. Under the agreement, York County has agreed not to erect a dam upstream on the East Branch of the Codorus Creek or otherwise obstruct the flow of the creek.
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Legal Proceedings.
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There are no material legal proceedings involving the Company.
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Mine Safety Disclosures.
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Not applicable.
Page 9
PART II
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Market Information
The common stock of The York Water Company is traded on the NASDAQ Global Select Market under the symbol YORW.
Shareholders of record (excluding individual participants in securities positions listings) as of December 31, 2020 numbered approximately 1,982.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item
12 of this Annual Report.
Purchases of Equity Securities by the Company
The Company did not repurchase any of its securities during the fourth quarter of 2020.
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Item 6.
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Selected Financial Data.
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Not applicable.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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(All dollar amounts are stated in thousands of dollars.)
Overview
The York Water Company (the “Company”) is the oldest investor-owned water utility in the United States, operated continuously since 1816. The Company
also owns and operates two wastewater collection systems and five wastewater collection and treatment systems. The Company is a purely regulated water and wastewater utility. Profitability is largely dependent on water revenues. Due to the size
of the Company and the limited geographic diversity of its service territory, weather conditions, particularly rainfall, economic, and market conditions can have an adverse effect on revenues. The Company experienced increased revenues in 2020
compared to 2019 primarily due to changes in consumption patterns, a rate increase effective March 1, 2019, and an increase in the number of customers, which were partially offset by lower revenues from the distribution system improvement charge,
or DSIC.
The Company’s business does not require large amounts of working capital and is not dependent on any single customer or a very few customers for a
material portion of its business. In 2020, operating revenue was derived from the following sources and in the following percentages: residential, 66%; commercial and industrial, 26%; and other, 8%, which is primarily from the provision for fire
service, but includes other water and wastewater service-related income. The diverse customer mix helps to reduce volatility in consumption.
The Company seeks to grow revenues by increasing the volume of water sold through increases in the number of customers served, making timely and prudent
investments in infrastructure replacements, expansion and improvements, and timely filing for rate increases. The Company continuously looks for acquisition and expansion opportunities both within and outside its current service territory as well
as through contractual services and bulk water supply. The Company’s wastewater business provides additional opportunities to expand.
Page 10
The Company has entered into agreements with several municipalities to provide sewer billing and collection services. The Company also has a service
line protection program on a targeted basis. The Company continues to review and consider opportunities to expand both initiatives to further diversify the business.
In addition to increasing revenue, the Company consistently focuses on minimizing costs without sacrificing water quality or customer service. Paperless
billing, expanding online services, negotiation of favorable electric, banking, and other costs, as well as taking advantage of the Tax Cuts and Jobs Act of 2017, or the 2017 Tax Act, and the IRS tangible property regulations, or TPR, are examples
of the Company’s recent efforts to minimize costs.
Impact of COVID-19
In December 2019, an outbreak of a novel strain of coronavirus (“COVID-19”) was reported. On March 6, 2020, Governor Tom Wolf signed an emergency
disaster declaration for the Commonwealth of Pennsylvania which was extended for an additional ninety days on June 3, 2020, September 1, 2020, and November 29, 2020. On March 11, 2020, the World Health Organization characterized COVID-19 as a
pandemic. Developments in this area continue daily at the local, state, and national levels. The Company is taking steps, consistent with directions from local, state, and federal 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. The Company continues to monitor guidance from state and
local authorities and has made some modifications to its operations in order to comply with Pennsylvania’s guidelines. This includes implementing enhanced safety procedures in its lobby and when entering customers’ homes and businesses as well as
implementing social distancing practices such as halting unnecessary gatherings and travel. The Company has evaluated and re-prioritized some of its capital projects, but the 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 supply chain disruptions and continues to maintain relationships with its vendors to identify issues as early as possible. The Company believes it
has sufficient liquidity and access to the capital markets if needed.
As a water and wastewater utility, it is the Company’s mission to provide uninterrupted water and wastewater service. Due to the effect of COVID-19 on
the general public, in compliance with an order from the PPUC, the Company paused shut-off procedures for delinquent customers on March 13, 2020. In addition, the Company stopped billing late payment charges. These customers were billed at normal
tariff rates for the water they used, and wastewater service provided. Based on the October 8, 2020 order from the PPUC, the Company resumed normal shut-off procedures and began billing late payment charges for most customers in January 2021.
However, the Company will not terminate service and will waive late payment charges for certain “protected customers” as defined by the order.
The Company may continue to experience an increase in residential demand while commercial and industrial demand may decline based on many government,
commercial, and industrial concerns which have curtailed production, or limited capacity, due to government orders or in response to changing economic conditions, and simultaneously, many employees are now teleworking or have been laid off or
furloughed. The duration and magnitude of these changes is currently unknown and difficult to predict.
To date, there has been no material impact on the Company’s workforce, operations, financial performance, liquidity, or supply chain as a result of
COVID-19. However, the ultimate duration and severity of the pandemic or its effects on the economy, the capital and credit markets, or the Company’s workforce, customers, and suppliers, as well as governmental and regulatory responses, are
uncertain.
Performance Measures
Company management uses financial measures including operating revenues, net income, earnings per share and return on equity to evaluate its financial
performance. Additional statistical measures including number of customers, customer complaint rate, annual customer rates and the efficiency ratio are used to evaluate performance quality. These measures are calculated on a regular basis and
compared with historical information, budget and the other publicly-traded water and wastewater companies.
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The Company’s performance in 2020 was strong under the above measures. Operating revenues increased in 2020 compared to 2019 primarily due to changes in
consumption patterns, a rate increase effective March 1, 2019, and an increase in the number of customers. This increase was partially offset by the lower revenues from the DSIC. The increase in operating revenues offset the increases in
operating expenses. Other net expenses decreased primarily due to reduced interest expense and a non-recurring gain on life insurance. The Company incurred lower income taxes primarily due to a higher deduction for the tax benefit under the IRS
TPR. The overall effect was an increase in net income in 2020 over 2019 of 15.2% and a return on year end common equity of 11.6%, higher than the 2019 result of 10.7% and the five-year historical average of 10.8%.
The efficiency ratio, which is calculated as net income divided by revenues, is used by management to evaluate its ability to control expenses. Over the
five previous years, the Company’s ratio averaged 26.7%. In 2020, the ratio was higher than the average at 30.8% due primarily to lower income taxes than are included in the historical average. Management is confident that its ratio will compare
favorably to that of its peers. Management continues to look for ways to decrease expenses and increase efficiency as well as to file for rate increases promptly when needed.
2020 Compared with 2019
Net income for 2020 was $16,598, an increase of $2,196, or 15.2%, from net income of $14,402 for 2019. The primary contributing factors to the increase
were higher operating revenues and a gain on life insurance which were partially offset by higher operating expenses.
Operating revenues for the year increased $2,274, or 4.4%, from $51,578 for 2019 to $53,852 for 2020. The primary reasons for the increase were changes
in consumption patterns and a rate increase effective March 1, 2019. Total per capita consumption for 2020 was approximately 1.1% lower than the same period of last year. However, the Company experienced an increase in residential demand as many
employees are now teleworking or have been laid off or furloughed, while commercial and industrial demand declined based on many government, commercial, and industrial concerns which have curtailed production, or limited capacity, due to government
orders or in response to changing economic conditions. The Company reduced revenue by $1 in 2020 and $325 in 2019, by recording a regulatory liability for the benefit of the lower tax rate effective January 1, 2018 resulting from the enactment of
the 2017 Tax Act, which the Company agreed to give back to customers as part of the new rate order, including the gross-up of revenue necessary to return the effect of the temporary tax difference. Growth in the customer base also added to
revenues. The average number of water customers served in 2020 increased as compared to 2019 by 631 customers, from 68,288 to 68,919 customers. The average number of wastewater customers served in 2020 increased as compared to 2019 by 560
customers, from 2,519 to 3,079 customers, due to the recent acquisitions. The increased revenues were partially offset by a $249 decrease from a lower DSIC allowed by the PPUC. The DSIC reset to zero on March 1, 2019 when the rate order took
effect. In 2021, the Company expects revenues to show a modest increase due to an increase in the number of water and wastewater customers from acquisitions and growth within the Company’s service territory. 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 2020 increased $1,629, or 5.9%, from $27,792 for 2019 to $29,421 for 2020. The increase was primarily due to higher expenses of
approximately $489 for depreciation, $355 for a higher provision for uncollectible accounts, $287 for wastewater treatment, and $219 for outside services. Also adding to the increase were expenses of $76 for water treatment chemicals and $66 for
purchased power. Other expenses increased by a net of $330. The increased expenses were partially offset by reduced expenses of $72 for health insurance, $71 for water treatment plant maintenance, and $50 for wages. In 2021, 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 and collection systems
continue to rise.
Interest on debt for 2020 decreased $417, or 8.1%, from $5,124 for 2019 to $4,707 for 2020. The decrease was primarily due to lower interest on
long-term debt due to the refinancing of various debt issues. The average debt outstanding under the lines of credit was $7,467 for 2020 and $5,070 for 2019. The weighted average interest rate on the lines of credit was 1.59% for 2020 and 3.47%
for 2019. Interest expense for 2021 is expected to be slightly higher due to additional long-term debt and continued borrowings under the line of credit.
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Allowance for funds used during construction increased $164, from $366 in 2019 to $530 in 2020 due to a higher volume of eligible construction.
Allowance for funds used during construction in 2021 is expected to increase based on a projected increase in the amount of eligible construction.
A non-recurring gain on life insurance of $515 was recorded in 2020 as a result of a death benefit from a life insurance policy. No similar gains are
anticipated in 2021.
Other income (expenses), net for 2020 reflects decreased expenses of $144 as compared to 2019. Lower retirement expenses of approximately $43 and higher
earnings on life insurance policies of approximately $42 were the primary reasons for the decrease. Other expenses decreased by a net of $78. Higher charitable contributions of $19 partially offset the decrease. In 2021, 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 2020 decreased $222, or 9.9%, compared to 2019, due primarily to higher deductions from the IRS TPR partially offset by higher
taxable income. The Company’s effective tax rate was 10.8% for 2020 and 13.5% for 2019. The lower effective tax rate is primarily due to higher deductions from the TPR and a non-taxable gain on life insurance. The Company's effective tax rate
for 2021 will largely be determined by the level of eligible asset improvements expensed for tax purposes under TPR.
Rate Matters
See Note 10 to the Company’s financial statements included herein for a discussion of its rate matters.
The benefit from the implementation of the IRS TPR impacts the rate matters of the Company. The most recent rate order took into account the lower
income taxes which resulted from the implementation of the IRS TPR, as well as the lower income taxes from the 2017 Tax Act, effectively reducing the amount of revenue required and lowering the Company’s rate increase.
Acquisitions and Growth
See Note 2 to the Company’s financial statements included herein for a discussion of completed acquisitions included in financial results.
On 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 2021, 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.
On March 4, 2019, the Company signed an agreement to purchase the wastewater collection assets of West Manheim Township in York County, Pennsylvania.
Completion of the acquisition is contingent upon receiving approval from all required regulatory authorities. Closing is expected in 2021 at which time the Company will add approximately 1,800 wastewater customers. These wastewater customers are
currently water customers of the Company.
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 2021 at which time the Company will add
approximately 50 water and wastewater customers.
In total, these acquisitions are expected to be immaterial to Company results. The Company is also pursuing other bulk water contracts and acquisitions
in and around its service territory to help offset any further declines in per capita water consumption and to grow its business.
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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 2021 at which time the Company will begin construction of a water main extension to a single point of interconnection and either
supply a minimum agreed upon amount of water to the authority, receive a payment in lieu of water, or provide water during an emergency, at current tariff rates.
Capital Expenditures
During 2020, the Company invested $32,123 in construction expenditures for routine items, the replacement of a standpipe, reimbursement to the developer
for its construction of the water and wastewater system of the Amblebrook development in Adams County, Pennsylvania upon approval from the PPUC to provide service, improvements to a raw water pumping station, expansion of a wastewater treatment
plant, as well as various replacements and improvements to infrastructure. In addition, the Company invested $1,176 in the acquisition of two wastewater systems. The Company replaced or relined approximately 56,000 feet of main in 2020. 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. See Notes 1, 4 and 5 to the Company’s financial statements included herein.
The Company anticipates construction and acquisition expenditures for 2021 and 2022 of approximately $36,000 and $40,000, respectively, exclusive of any
acquisitions not yet approved. In addition to routine transmission and distribution projects, a portion of the anticipated 2021 and 2022 expenditures will be for additional main extensions, dam improvements, an elevated water tank, an upgrade to
the enterprise software system, completion of a wastewater treatment plant, and various replacements of infrastructure. The Company intends to use primarily internally-generated funds for its anticipated 2021 and 2022 construction and fund the
remainder through line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions (see Note 1 to the Company’s financial statements included herein). Customer advances and contributions are expected to
account for between 5% and 10% of funding requirements in 2021 and 2022. Potential debt and equity offerings may be utilized if required. The Company believes it will have adequate credit facilities and access to the capital markets, if
necessary, during 2021 and 2022, to fund anticipated construction and acquisition expenditures.
Liquidity and Capital Resources
Cash
The Company manages its cash through a cash management account that is directly connected to its line of credit. Excess cash generated automatically
pays down outstanding borrowings under the line of credit arrangement. If there are no outstanding borrowings, the cash is used as an earnings credit to reduce banking fees. Likewise, if additional funds are needed beyond what is generated
internally for payroll, to pay suppliers, to fund capital expenditures, or to pay debt service, funds are automatically borrowed under the line of credit. As of December 31, 2020, the Company borrowed $6,700 under its line of credit and incurred a
cash overdraft on its cash management account of $1,263. 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, acquisitions, and
potential buybacks of stock for the foreseeable future.
Restricted Cash
The Company held $5,000 in restricted cash which was the bid deposit for a potential acquisition. The Company expects the $5,000 in restricted cash to
become unrestricted in the first quarter of 2021.
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Accounts Receivable
The accounts receivable balance tends to follow the change in revenues but is also affected by the timeliness of payments by customers and the level of
the reserve for doubtful accounts. In 2020, higher revenue as compared to 2019 and a weakening in the timeliness of payments resulted in an increase in accounts receivable – customers. A reserve is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated based on inactive accounts with outstanding balances. Management periodically evaluates the adequacy of the reserve based on past experience, agings of the receivables, adverse situations that
may affect a customer’s ability to pay, current economic conditions, and other relevant factors. During 2020, 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 turn-offs and collections, and determined an increase in its allowance for doubtful accounts was warranted. If the status of these factors deteriorates, the Company may incur additional expenses for
uncollectible accounts and experience a reduction in its internally-generated funds.
Internally-generated Funds
The amount of internally-generated funds available for operations and construction depends on the Company’s ability to obtain timely and adequate rate
relief, changes in regulations, customers’ water usage, weather conditions, customer growth and controlled expenses. In 2020, the Company generated $20,235 internally as compared to $18,881 in 2019. The increase from 2019 was primarily due to
higher net income and lower interest paid.
Credit Lines
Historically, the Company has borrowed $15,000 to $20,000 under its lines of credit before refinancing with long-term debt or equity capital. As of
December 31, 2020, the Company maintained an unsecured line of credit in the amount of $50,000 at an interest rate of LIBOR plus 1.05% with an unused commitment fee and an interest rate floor which matures September 2022. The Company had $6,700 in
outstanding borrowings under its line of credit as of December 31, 2020. The interest rate on line of credit borrowings as of December 31, 2020 was 1.30%. The Company expects to renew this line of credit as it matures under similar terms and
conditions.
The Company has taken steps to manage the risk of reduced credit availability. It has established a committed line of credit with an increase in the
total amount available and a 2-year revolving maturity that cannot be called on demand. There is no guarantee that the Company will be able to obtain sufficient lines of credit with favorable terms in the future. If the Company is unable to
obtain sufficient lines of credit or to refinance its line of credit borrowings with long-term debt or equity when necessary, it may have to eliminate or postpone capital expenditures. Management believes the Company will have adequate capacity
under its current line of credit to meet financing needs throughout 2021.
Long-term Debt
The Company’s loan agreements contain various covenants and restrictions. Management believes it is currently in compliance with all of these
restrictions. See Note 6 to the Company’s financial statements included herein for additional information regarding these restrictions.
On September 30, 2020, the Company entered into a note purchase agreement with certain institutional investors relating to the private placement of
$30,000 aggregate principal amount of the Company’s senior notes. The senior notes bear interest at 3.24% per annum payable semiannually and mature on September 30, 2050. The senior notes are unsecured and unsubordinated obligations of the
Company. The Company received net proceeds, after deducting issuance costs, of approximately $29,838. The net proceeds were used to refinance the $6,500 aggregate principal amount of the Company’s 10.05% Senior Notes, Series C, due September 30,
2020, to refinance line of credit borrowings incurred by the Company as interim financing for various capital projects, to fund acquisitions and for general corporate purposes.
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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 46.9% as of December 31, 2020, compared with 43.7% as of December 31, 2019. The Company expects to allow the debt percentage to trend upward until it approaches fifty percent before considering additional equity. A debt to total
capitalization ratio between forty-six and fifty percent has historically been acceptable to the PPUC in rate filings. Due to its ability to generate more cash internally, the Company has been able to keep its ratio below fifty percent. See Note
6 to the Company’s financial statements included herein for the details of its long-term debt outstanding as of December 31, 2020.
The variable rate lines 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, which regulates LIBOR, has announced that it intends to stop encouraging or compelling banks to submit rates for the calculation of LIBOR rates after 2021. This indicates
that the continuation of LIBOR on the current basis is not guaranteed after 2021 and, based on the foregoing, it appears likely that LIBOR will be discontinued or modified by 2021. 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
The 2017 Tax Act, among other things, reduces the federal statutory corporate tax rate for tax years beginning in 2018 from 34% to 21%, eliminates
certain deductions, and eliminates bonus depreciation on qualified water and wastewater property.
The Company filed for a change in accounting method under the IRS TPR effective in 2014. Under the change in accounting method, the Company is permitted
to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. As a result of the ongoing deduction, the net income tax benefits of $1,720 and
$1,426 for the years ended December 31, 2020 and 2019, respectively, reduced income tax expense and flowed through to net income. The ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense,
and a reduction in the amount of income taxes currently payable. 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 was permitted to make this deduction for prior years. As a result of the catch-up deduction, income tax benefits of $3,887 were deferred as a regulatory liability. After
receiving approval from the PPUC in its most recent rate order, the Company began to recognize the catch-up deduction, recorded as a regulatory liability, over 15 years beginning March 1, 2019. As a result, the Company recognized $259 and $216 in
income taxes during the years ended December 31, 2020 and 2019, respectively.
The Company’s effective tax rate will largely be determined by the level of eligible asset improvements expensed for tax purposes that would have been
capitalized for tax purposes prior to the implementation of the TPR.
The Company has a substantial deferred income tax asset primarily due to the excess accumulated deferred income taxes on accelerated depreciation from
the 2017 Tax Act and the differences between the book and tax balances of the customers’ advances for construction and contributions in aid of construction and deferred compensation plans. The Company does not believe a valuation allowance is
required due to the expected generation of future taxable income during the periods in which those temporary differences become deductible.
The Company has seen an increase in its deferred income tax liability amounts primarily as a result of the accelerated depreciation deduction available
for federal tax purposes which creates differences between book and tax depreciation expense. The Company expects this trend to continue as it makes significant investments in capital expenditures subject to accelerated depreciation or TPR.
The Company has determined there are no uncertain tax positions that require recognition as of December 31, 2020. See Note 14 to the Company’s financial
statements included herein for additional details regarding income taxes.
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Common Stock
Common stockholders’ equity as a percent of the total capitalization was 53.1% as of December 31, 2020, compared with 56.3% as of December 31, 2019. The
ratio decreased in 2020 due to higher debt primarily from increased capital expenditures. The volume of share repurchases and higher debt from capital expenditures, among other things, could reduce this percentage in the future. It is the
Company’s intent to target a ratio between fifty and fifty-four percent.
Credit Rating
On April 9, 2020, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook. The Company’s ability to maintain its credit
rating depends, among other things, on adequate and timely rate relief, which it has been successful in obtaining, its ability to fund capital expenditures in a balanced manner using both debt and equity and its ability to generate cash flow. In
2021, the Company’s objectives are to continue to maximize its funds provided by operations and maintain a strong capital structure in order to be able to attract capital.
Physical and Cyber Security
The Company maintains security measures at its facilities, and collaborates with federal, state, and local authorities, and industry trade associations
regarding information on possible threats and security measures for water and wastewater utility operations. The costs incurred are expected to be recoverable in water and wastewater rates and are not expected to have a material impact on its
business, financial condition, or results of operations.
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 committed to exceed the LCR replacement schedule by replacing
all of the remaining known company-owned lead service lines within four years from the agreement. The cost for these service line replacements was approximately $2,740 and $2,713 through
December 31
, 2020 and 2019, respectively, and is included in utility plant. As of December 31, 2020, all known company-owned lead service lines have been replaced. Any additional company-owned lead service
lines that are discovered will be replaced but are not expected to have a material impact on the financial position of the Company.
The Company was granted approval by the PPUC to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned service
lines over nine years from the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base rates to
customers, over a four-year period. The cost for the customer-owned lead service line replacements was approximately $1,204 and $1,000 through December 31, 2020 and 2019, respectively, and is included as a regulatory asset. Based on its
experience, the Company estimates that lead customer-owned service lines replacements will cost $1,500. This estimate is subject to adjustment as more facts become available.
Dividends
During 2020, the Company's dividend payout ratios relative to net income and net cash provided by operating activities were 57.2% and 46.4%,
respectively. During 2019, the Company's dividend payout ratios relative to net income and net cash provided by operating activities were 63.1% and 47.6%, respectively. During the fourth quarter of 2020, the Board of Directors increased the
dividend by 4.00% from $0.1802 per share to $0.1874 per share per quarter.
The Company’s Board of Directors declared a dividend in the amount of $0.1874 per share at its January 2021 meeting. The dividend is payable on April
15, 2021 to shareholders of record as of February 26, 2021. While the Company expects to maintain this dividend amount in 2021, future dividends will be dependent upon the Company’s earnings, financial condition, capital demands and other factors
and will be determined by the Company’s Board of Directors. See Note 6 to the Company’s financial statements included herein for restrictions on dividend payments.
Inflation
The Company is affected by inflation, most notably by the continually increasing costs incurred to maintain and expand its service capacity. The
cumulative effect of inflation results in significantly higher facility replacement costs which must be recovered from future cash flows. The ability of the Company to recover this increased investment in facilities is dependent upon future rate
increases, which are subject to approval by the PPUC. The Company can provide no assurances that its rate increases will be approved by the PPUC; and, if approved, the Company cannot guarantee that these rate increases will be granted in a timely
or sufficient manner to cover the investments and expenses for which the rate increase was sought.
Critical Accounting Estimates
The methods, estimates, and judgments the Company used in applying its accounting policies have a significant impact on the results reported in its
financial statements. The Company’s accounting policies require management to make subjective judgments because of the need to make estimates of matters that are inherently uncertain. The Company’s most critical accounting estimates include:
regulatory assets and liabilities, revenue recognition, accounting for its pension plans, and income taxes.
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Regulatory Assets and Liabilities
Generally accepted accounting principles define accounting standards for companies whose rates are established by or are subject to approval by an
independent third-party regulator. In accordance with the accounting standards, the Company defers costs and credits on its balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in
the rate-making process in a period different from when the costs and credits were incurred. These deferred amounts are then recognized in the statement of income in the period in which they are reflected in customer rates. If the Company later
finds that these assets and liabilities cannot be included in rate-making, they are adjusted appropriately. See Note 1 for additional details regarding regulatory assets and liabilities.
Revenue Recognition
Operating revenues include amounts billed to metered water and certain wastewater customers on a cycle basis and unbilled amounts based on both actual
and estimated usage from the latest meter reading to the end of the accounting period. Estimates are based on average daily usage for those particular customers. The unbilled revenue amount is recorded as a current asset on the balance sheet.
Actual results could differ from these estimates and would result in operating revenues being adjusted in the period in which the actual usage is known. Based on historical experience, the Company believes its estimate of unbilled revenues is
reasonable.
Pension Accounting
Accounting for defined benefit pension plans requires estimates of future compensation increases, mortality, the discount rate, and expected return on
plan assets as well as other variables. These variables are reviewed annually with the Company’s pension actuary. The Company used compensation increases of 2.5% to 3.0% in 2019 and 2020.
The Company adopted a new mortality table in 2019, the Pri-2012, using the white collar table for the administrative and general plan and the blue collar
table for the union plan, and the Company adopted the MP-2020 mortality improvement scale in 2020. Using the new mortality table slightly decreased the life expectancy of pension plan participants, resulting in a slight decrease to the pension
benefit obligation, and ultimately, an increase in the Company’s funded status of the plans.
The Company selected its December 31, 2020 and 2019 discount rates based on the FTSE Pension Liability Index. This index uses spot rates for durations
out to 30 years and matches them to expected disbursements from the plan over the long term. The Company believes this index most appropriately matches its pension obligations. The present values of the Company’s future pension obligations were
determined using a discount rate of 2.30% at December 31, 2020 and 3.10% at December 31, 2019.
Adopting a new mortality table that represents a change in life expectancy and choosing a different discount rate normally changes the amount of pension
expense and the corresponding liability. In the case of the Company, these items change its liability, but do not have an impact on its pension expense. The PPUC, in a previous rate settlement, agreed to grant recovery of the Company’s
contribution to the pension plans in customer rates. As a result, under the accounting standards regarding rate-regulated activities, expense in excess of the Company’s pension plan contribution can be deferred as a regulatory asset and expensed
as contributions are made to the plans and are recovered in customer rates. Therefore, these changes affect regulatory assets rather than pension expense.
The Company’s estimate of the expected return on plan assets is primarily based on the historic returns and projected future returns of the asset classes
represented in its plans. The target allocation of pension assets is 50% to 70% equity securities, 30% to 50% fixed income securities, and 0% to 10% cash reserves. The Company used 6.50% as its expected rate of return in 2019 and 2020. A
decrease in the expected pension return would normally cause an increase in pension expense; however due to the aforementioned rate settlement, the Company’s expense would continue to be equal to its contributions to the plans. The change would
instead be recorded in regulatory assets.
Lower discount rates and underperformance of assets could cause future required contributions and expense to increase substantially. If this were to
happen, the Company would have to consider changes to its pension plan benefits and possibly request additional recovery of expenses through increased rates charged to customers. See Note 11 to the Company’s financial statements included herein
for additional details regarding the pension plans.
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Income Taxes
The Company estimates the amount of income tax payable or refundable for the current year and the deferred income tax liabilities and assets that results
from estimating temporary differences resulting from the treatment of certain items, such as depreciation, for tax and financial statement reporting. Generally, these differences result in the recognition of a deferred tax asset or liability on
the balance sheet and require the Company to make judgments regarding the probability of the ultimate tax impact of the various transactions entered into. Based on these judgments, it may require tax reserves or valuation allowances on deferred
tax assets to reflect the expected realization of future tax benefits. The Company believes its determination of what qualifies as a repair expense tax deduction versus a capital cost as it relates to the IRS TPR ongoing and catch-up deductions is
consistent with the regulations. The Company also believes it has appropriately applied the provisions of the 2017 Tax Act including properly applying the accounting standards related to the 2017 Tax Act. Actual income taxes could vary from these
estimates and changes in these estimates could increase income tax expense in the period that these changes in estimates occur.
Other critical accounting estimates are discussed in the Significant Accounting Policies Note to the Financial Statements.
Off-Balance Sheet Transactions
The Company does not use off-balance sheet transactions, arrangements or obligations that may have a material current or future effect on financial
condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses. The Company does not use securitization of receivables or unconsolidated entities. For risk management
purposes, the Company uses a derivative financial instrument, an interest rate swap agreement discussed in Note 7 to the financial statements included herein. The Company does not engage in trading or other risk management activities, does not use
other derivative financial instruments for any purpose, has no material lease obligations, no guarantees and does not have material transactions involving related parties.
Impact of Recent Accounting Pronouncements
There are currently no recent accounting pronouncements that are expected to have a material impact to the Company’s financial statements.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Not applicable.
|
Item 8.
|
Financial Statements.
|
Page 20
To the Stockholders and the Board of Directors of
The York Water Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of The York Water Company (the "Company") as of December 31, 2020 and 2019, the related statements of
income, common stockholders' equity, and cash flows for the years then ended and the related notes and financial statement schedule listed in Item 15(a)2 (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
Basis for Opinion
The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no
critical audit matters.
/s/ Baker Tilly US, LLP (formerly known as Baker Tilly Virchow Krause, LLP)
We have served as the Company’s auditor since 2003.
York, Pennsylvania
March 9, 2021
Page 21
THE YORK WATER COMPANY
Balance Sheets
(In thousands of dollars, except per share amounts)
|
Dec. 31, 2020
|
Dec. 31, 2019
|
|||||||
|
ASSETS
|
||||||||
|
UTILITY PLANT, at original cost
|
$
|
438,670
|
$
|
401,383
|
||||
|
Plant acquisition adjustments
|
(3,707
|
)
|
(3,318
|
)
|
||||
|
Accumulated depreciation
|
(91,340
|
)
|
(84,841
|
)
|
||||
|
Net utility plant
|
343,623
|
313,224
|
||||||
|
OTHER PHYSICAL PROPERTY, net of accumulated depreciation
|
||||||||
|
of $458 in 2020 and $435 in 2019
|
742
|
769
|
||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
2
|
2
|
||||||
|
Restricted cash
|
5,000
|
–
|
||||||
|
Accounts receivable, net of reserves of $655 in 2020
and $305 in 2019
|
5,184
|
4,421
|
||||||
|
Unbilled revenues
|
2,847
|
2,276
|
||||||
|
Recoverable income taxes
|
721
|
547
|
||||||
|
Materials and supplies inventories, at cost
|
1,010
|
1,007
|
||||||
|
Prepaid expenses
|
1,526
|
1,131
|
||||||
|
Total current assets
|
16,290
|
9,384
|
||||||
|
OTHER LONG-TERM ASSETS:
|
||||||||
|
Prepaid pension cost
|
2,209
|
1,819
|
||||||
|
Note receivable
|
255
|
255
|
||||||
|
Deferred regulatory assets
|
39,893
|
34,189
|
||||||
|
Other assets
|
3,945
|
3,889
|
||||||
|
Total other long-term assets
|
46,302
|
40,152
|
||||||
|
Total Assets
|
$
|
406,957
|
$
|
363,529
|
||||
The accompanying notes are an integral part of these statements.
Page 22
THE YORK WATER COMPANY
Balance Sheets
(In thousands of dollars, except per share amounts)
|
Dec. 31, 2020
|
Dec. 31, 2019
|
|||||||
|
STOCKHOLDERS' EQUITY AND LIABILITIES
|
||||||||
|
COMMON STOCKHOLDERS' EQUITY:
|
||||||||
|
Common stock, no par value, authorized 46,500,000 shares,
issued and outstanding 13,060,817 shares in 2020
and 13,014,898 shares in 2019
|
$
|
85,935
|
$
|
83,976
|
||||
|
Retained earnings
|
57,317
|
50,209
|
||||||
|
Total common stockholders' equity
|
143,252
|
134,185
|
||||||
|
PREFERRED STOCK, authorized 500,000 shares, no shares issued
|
–
|
–
|
||||||
|
LONG-TERM DEBT, excluding current portion
|
123,573
|
94,535
|
||||||
|
COMMITMENTS
|
–
|
–
|
||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Current portion of long-term debt
|
–
|
6,500
|
||||||
|
Accounts payable
|
6,540
|
3,452
|
||||||
|
Dividends payable
|
2,192
|
2,096
|
||||||
|
Accrued compensation and benefits
|
1,417
|
1,247
|
||||||
|
Accrued interest
|
959
|
914
|
||||||
|
Deferred regulatory liabilities
|
525
|
609
|
||||||
|
Other accrued expenses
|
360
|
338
|
||||||
|
Total current liabilities
|
11,993
|
15,156
|
||||||
|
DEFERRED CREDITS:
|
||||||||
|
Customers' advances for construction
|
10,326
|
7,844
|
||||||
|
Deferred income taxes
|
43,538
|
40,426
|
||||||
|
Deferred employee benefits
|
4,793
|
4,317
|
||||||
|
Deferred regulatory liabilities
|
25,444
|
24,790
|
||||||
|
Other deferred credits
|
2,731
|
2,247
|
||||||
|
Total deferred credits
|
86,832
|
79,624
|
||||||
|
Contributions in aid of construction
|
41,307
|
40,029
|
||||||
|
Total Stockholders' Equity and Liabilities
|
$
|
406,957
|
$
|
363,529
|
||||
The accompanying notes are an integral part of these statements.
Page 23
THE YORK WATER COMPANY
Statements of Income
(In thousands of dollars, except per share amounts)
|
|
Year Ended December 31
|
|||||||
|
2020
|
2019
|
|||||||
|
OPERATING REVENUES
|
$
|
53,852
|
$
|
51,578
|
||||
|
OPERATING EXPENSES:
|
||||||||
|
Operation and maintenance
|
10,781
|
10,387
|
||||||
|
Administrative and general
|
9,258
|
8,517
|
||||||
|
Depreciation and amortization
|
8,177
|
7,688
|
||||||
|
Taxes other than income taxes
|
1,205
|
1,200
|
||||||
|
29,421
|
27,792
|
|||||||
|
Operating income
|
24,431
|
23,786
|
||||||
|
OTHER INCOME (EXPENSES):
|
||||||||
|
Interest on debt
|
(4,707
|
)
|
(5,124
|
)
|
||||
|
Allowance for funds used during construction
|
530
|
366
|
||||||
|
Other pension costs
|
(1,362
|
)
|
(1,451
|
)
|
||||
|
Gain on life insurance
|
515
|
–
|
||||||
|
Other income (expenses), net
|
(791
|
)
|
(935
|
)
|
||||
|
(5,815
|
)
|
(7,144
|
)
|
|||||
|
Income before income taxes
|
18,616
|
16,642
|
||||||
|
Income taxes
|
2,018
|
2,240
|
||||||
|
Net Income
|
$
|
16,598
|
$
|
14,402
|
||||
|
Basic Earnings Per Share
|
$
|
1.27
|
$
|
1.11
|
||||
|
Diluted Earnings Per Share
|
$
|
1.27
|
$
|
1.11
|
||||
The accompanying notes are an integral part of these statements.
Page 24
THE YORK WATER COMPANY
Statements of Common Stockholders' Equity
(In thousands of dollars, except per share amounts)
For the Years Ended December 31, 2020 and 2019
|
|
Common
Stock
Shares
|
Common
Stock
Amount
|
Retained
Earnings
|
Total
|
||||||||||||
|
Balance, December 31, 2018
|
12,943,536
|
$
|
81,305
|
$
|
44,890
|
$
|
126,195
|
|||||||||
|
Net income
|
–
|
–
|
14,402
|
14,402
|
||||||||||||
|
Cash dividends declared, $0.7001 per share
|
–
|
–
|
(9,083
|
)
|
(9,083
|
)
|
||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
64,399
|
2,505
|
–
|
2,505
|
||||||||||||
|
Stock-based compensation
|
6,963
|
166
|
–
|
166
|
||||||||||||
|
Balance, December 31, 2019
|
13,014,898
|
83,976
|
50,209
|
134,185
|
||||||||||||
|
Net income
|
–
|
–
|
16,598
|
16,598
|
||||||||||||
|
Cash dividends declared, $0.7280 per share
|
–
|
–
|
(9,490
|
)
|
(9,490
|
)
|
||||||||||
|
Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans
|
41,088
|
1,805
|
–
|
1,805
|
||||||||||||
|
Stock-based compensation
|
4,831
|
154
|
–
|
154
|
||||||||||||
|
Balance, December 31, 2020
|
13,060,817
|
$
|
85,935
|
$
|
57,317
|
$
|
143,252
|
|||||||||
The accompanying notes are an integral part of these statements.
Page 25
THE YORK WATER COMPANY
Statements of Cash Flows
(In thousands of dollars, except per share amounts)
|
|
Year Ended December 31
|
|||||||
|
2020
|
2019
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net income
|
$
|
16,598
|
$
|
14,402
|
||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Gain on life insurance
|
(515
|
)
|
–
|
|||||
|
Depreciation and amortization
|
8,177
|
7,688
|
||||||
|
Stock-based compensation
|
154
|
166
|
||||||
|
Increase in deferred income taxes
|
88
|
641
|
||||||
|
Other
|
552
|
251
|
||||||
|
Changes in assets and liabilities:
|
||||||||
|
(Increase) decrease in accounts receivable and unbilled revenues
|
(1,948
|
)
|
282
|
|||||
|
Increase in recoverable income taxes
|
(174
|
)
|
(547
|
)
|
||||
|
Increase in materials and supplies, prepaid expenses, prepaid pension cost,
regulatory and other assets
|
(8,205
|
)
|
(5,903
|
)
|
||||
|
Increase in accounts payable, accrued compensation and benefits, accrued
expenses, deferred employee benefits, regulatory liabilities, and other deferred credits
|
5,463
|
2,129
|
||||||
|
Increase (decrease) in accrued interest and taxes
|
45
|
(228
|
)
|
|||||
|
Net cash provided by operating activities
|
20,235
|
18,881
|
||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Utility plant additions, including debt portion of allowance for funds used during
construction of $296 in 2020 and $205 in 2019
|
(32,123
|
)
|
(18,425
|
)
|
||||
|
Acquisitions of wastewater systems
|
(1,176
|
)
|
(2,112
|
)
|
||||
|
Cash received from surrender of life insurance policies
|
672
|
–
|
||||||
|
Net cash used in investing activities
|
(32,627
|
)
|
(20,537
|
)
|
||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Customers' advances for construction and contributions in aid of construction
|
3,155
|
1,695
|
||||||
|
Repayments of customer advances
|
(419
|
)
|
(396
|
)
|
||||
|
Proceeds of long-term debt issues
|
62,156
|
94,043
|
||||||
|
Debt issuance costs
|
(162
|
)
|
(613
|
)
|
||||
|
Repayments of long-term debt
|
(39,628
|
)
|
(85,906
|
)
|
||||
|
Repayments under short-term line of credit agreements
|
–
|
(1,000
|
)
|
|||||
|
Changes in cash overdraft position
|
(121
|
)
|
314
|
|||||
|
Issuance of common stock
|
1,805
|
2,505
|
||||||
|
Dividends paid
|
(9,394
|
)
|
(8,986
|
)
|
||||
|
Net cash provided by financing activities
|
17,392
|
1,656
|
||||||
|
Net change in cash, cash equivalents, and restricted cash
|
5,000
|
–
|
||||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
2
|
2
|
||||||
|
Cash, cash equivalents, and restricted cash at end of period
|
$
|
5,002
|
$
|
2
|
||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Interest, net of amounts capitalized
|
$
|
4,180
|
$
|
4,821
|
||||
|
Income taxes
|
2,429
|
2,230
|
||||||
|
Supplemental schedule of non-cash investing and financing activities:
|
||||||||
|
Accounts payable includes $3,022 in 2020 and $1,029 in 2019 for the construction of utility plant.
|
||||||||
|
Contributions in aid of construction includes $1,024 recorded as part of the Felton Borough acquisition.
|
||||||||
|
Reconciliation of cash, cash equivalents, and restricted cash reported in the Balance Sheets
|
||||||||
|
Cash and cash equivalents
|
$
|
2
|
$
|
2
|
||||
|
Restricted cash
|
5,000
|
–
|
||||||
|
Cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
$
|
5,002
|
$
|
2
|
||||
The accompanying notes are an integral part of these statements.
Page 26
Notes to Financial Statements
(In thousands of dollars, except per share amounts)
1. Significant Accounting Policies
The primary business of The York Water Company, or the Company, is to impound,
purify and distribute water. The Company also owns and operates two
wastewater collection systems and five wastewater collection and treatment systems.
The
Company operates within its franchised territory located in three counties within south-central Pennsylvania and is subject to regulation by the Pennsylvania Public Utility Commission, or PPUC.
The following summarizes the significant accounting policies employed by The York Water Company.
Utility Plant and Depreciation
The cost of additions includes contracted cost, direct labor and fringe benefits, materials, overhead and, for certain utility plant, allowance for funds
used during construction. In accordance with regulatory accounting requirements, water and wastewater systems acquired are recorded at estimated original cost of utility plant when first devoted to utility service and the applicable depreciation is
recorded to accumulated depreciation. The difference between the estimated original cost less applicable accumulated depreciation, and the purchase price and acquisition costs is recorded as an acquisition adjustment within utility plant as
permitted by the PPUC. At December 31, 2020 and 2019, utility plant includes a net credit acquisition adjustment of $3,707 and $3,318, respectively. For those amounts approved by the PPUC, the net acquisition adjustment is being amortized over the
remaining life of the respective assets. Certain amounts are still awaiting approval from the PPUC before amortization will commence. Amortization amounted to $67 and $61 for the years ended December 31, 2020 and 2019, respectively.
Upon normal retirement of depreciable property, the estimated or actual cost of the asset is credited to the utility plant account, and such amounts,
together with the cost of removal less salvage value, are charged to the reserve for depreciation. To the extent the Company recovers cost of removal or other retirement costs through rates after the retirement costs are incurred, a regulatory asset
is reported. Gains or losses from abnormal retirements are reflected in income currently.
The straight-line remaining life method is used to compute depreciation on utility plant cost, exclusive of land and land rights. Annual provisions for
depreciation of transportation and mechanical equipment included in utility plant are computed on a straight-line basis over the estimated service lives. Such provisions are charged to clearing accounts and apportioned therefrom to operating
expenses and other accounts in accordance with the Uniform System of Accounts as prescribed by the PPUC.
The Company charges to maintenance expense the cost of repairs and replacements and renewals of minor items of property. Maintenance of transportation
equipment is charged to clearing accounts and apportioned therefrom in a manner similar to depreciation. The cost of replacements, renewals and betterments of units of property is capitalized to the utility plant accounts.
The following remaining lives are used for financial reporting purposes:
|
|
December 31
|
Approximate range
|
||||||||||
|
Utility Plant Asset Category
|
2020
|
2019
|
of remaining lives
|
|||||||||
|
Mains and accessories
|
$
|
212,164
|
$
|
200,954
|
10 – 86 years
|
|||||||
|
Services, meters and hydrants
|
80,590
|
77,501
|
17 – 51 years
|
|||||||||
|
Operations structures, reservoirs and water tanks
|
65,617
|
63,530
|
9 – 58 years
|
|||||||||
|
Pumping and treatment equipment
|
34,163
|
33,124
|
6 – 30 years
|
|||||||||
|
Office, transportation and operating equipment
|
15,520
|
14,464
|
3 – 22 years
|
|||||||||
|
Land and other non-depreciable assets
|
3,478
|
3,393
|
–
|
|||||||||
|
Utility plant in service
|
411,532
|
392,966
|
||||||||||
|
Construction work in progress
|
27,138
|
8,417
|
–
|
|||||||||
|
Total Utility Plant
|
$
|
438,670
|
$
|
401,383
|
||||||||
Page 27
The effective rate of depreciation was 2.33% in 2020 and 2.29% in 2019, on average utility plant, net of customers’ advances and contributions. Larger
depreciation provisions resulting from allowable accelerated methods are deducted for tax purposes.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents except for those instruments earmarked to fund construction expenditures or repay long-term debt.
The Company periodically maintains cash balances in major financial institutions in excess of the federally insured limit by the Federal Deposit Insurance
Corporation (FDIC). The Company has not experienced any losses and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Restricted Cash
The Company considers any cash account that it cannot access on demand due to contractual or legal reasons to be restricted cash.
At December 31, 2020, the Company held $5,000 in restricted cash which was a bid deposit held in escrow for a potential acquisition. At December 31, 2019,
the Company held no restricted cash.
Accounts Receivable
Accounts receivable are stated at outstanding balances, less a reserve for doubtful accounts. The reserve for doubtful accounts is established through
provisions charged against income. Accounts deemed to be uncollectible are charged against the reserve and subsequent recoveries, if any, are credited to the reserve. The reserve for doubtful accounts is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated. Management’s periodic evaluation of the adequacy of the reserve is based on past experience, agings of the receivables, adverse situations that may affect a customer’s ability to pay, current
economic conditions, and other relevant factors. This evaluation is inherently subjective. Unpaid balances remaining after the stated payment terms are considered past due.
Materials and Supplies Inventories
Materials and supplies inventories are stated at cost. Costs are determined using the average cost method.
Note Receivable
Note receivable is recorded at cost and represents amounts due from a municipality for construction of water mains in their municipality. Management,
considering current information and events regarding the borrowers’ ability to repay their obligations, considers a note to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms
of the note agreement. When a note is considered to be impaired, the carrying value of the note is written down. The amount of the impairment is measured based on the present value of expected future cash flows discounted at the note’s effective
interest rate.
Regulatory Assets and Liabilities
The Company is subject to the provisions of generally accepted accounting principles regarding rate-regulated entities. The accounting standards provide
for the recognition of regulatory assets and liabilities as allowed by regulators for costs or credits that are reflected in current customer rates or are considered probable of being included in future rates. The regulatory assets or liabilities
are then relieved as the cost or credit is reflected in rates. Regulatory assets represent costs that are expected to be fully recovered from customers in future rates while regulatory liabilities represent amounts that are expected to be refunded
to customers in future rates. These deferred costs have been excluded from the Company’s rate base and, therefore, no return is being earned on the unamortized balances.
Page 28
Regulatory assets and liabilities are comprised of the following:
|
|
December 31
|
Remaining Recovery
|
||||||||||
|
2020
|
2019
|
Periods
|
||||||||||
|
Assets
|
||||||||||||
|
Income taxes
|
$
|
28,200
|
$
|
24,405
|
Various
|
|||||||
|
Postretirement benefits
|
–
|
365
|
-
|
|||||||||
|
Unrealized swap losses
|
2,700
|
2,227
|
1 – 9 years
|
|||||||||
|
Utility plant retirement costs
|
5,968
|
5,012
|
5 years
|
|||||||||
|
Customer-owned lead service line replacements
|
1,081
|
944
|
Various
|
|||||||||
|
Income taxes on customers’ advances for
construction and contributions in aid of
construction |
1,815
|
998
|
Various
|
|||||||||
|
Service life study expenses
|
8
|
13
|
2 years
|
|||||||||
|
Rate case filing expenses
|
121
|
225
|
1 year
|
|||||||||
|
$
|
39,893
|
$
|
34,189
|
|||||||||
|
Liabilities
|
||||||||||||
|
Excess accumulated deferred income
taxes on accelerated depreciation
|
$
|
13,826
|
$
|
14,008
|
Various
|
|||||||
|
Income taxes
|
8,706
|
7,494
|
Various
|
|||||||||
|
IRS TPR catch-up deduction
|
3,412
|
3,671
|
13 years
|
|||||||||
|
Postretirement benefits
|
25
|
–
|
Not yet known
|
|||||||||
|
Revenue reduction for tax rate change
|
–
|
226
|
-
|
|||||||||
|
$
|
25,969
|
$
|
25,399
|
|||||||||
The regulatory asset for income taxes includes (a) deferred state income taxes related primarily to differences between book and tax depreciation expense,
(b) deferred income taxes related to the differences that arise between specific asset improvement costs capitalized for book purposes and deducted as a repair expense for tax purposes, and (c) deferred income taxes associated with the gross-up of
revenues related to the differences. These assets are recognized for ratemaking purposes on a cash or flow-through basis and will be recovered in rates as they reverse.
The Company uses regulatory accounting treatment to defer the mark-to-market unrealized gains and losses on its interest rate swap to reflect that the gain
or loss is included in the ratemaking formula when the transaction actually settles. The value of the swap as of the balance sheet date is recorded as part of other deferred credits. Realized gains or losses on the swap will be recorded as interest
expense in the statement of income over its remaining term of 9 years.
Utility plant retirement costs represents costs already incurred for the removal of assets, which are expected to be recovered over a five-year period in
rates, through depreciation expense.
The Company was granted approval by the PPUC to modify its tariff to replace lead customer-owned service lines that are discovered when the Company
replaces its lead service lines over the remaining three years, and to include the cost of the annual replacement of up to 400 lead customer-owned service lines whenever they are discovered, regardless of the material used for the company-owned
service line over nine years. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost and record the costs as a regulatory asset to be recovered in future base rates to customers. The recovery
period was established in the most recent rate order at four years beginning March 1, 2019. The recovery period for the customer-owned lead service line replacements completed subsequent to the most recent rate order will begin after the next rate
order.
Service life study expenses are deferred and amortized over their remaining life of two years. Rate case filing expenses are deferred and amortized over
their remaining life of one year.
Page 29
Pursuant to the Tax Cuts and Jobs Act of 2017, or 2017 Tax Act, customers’ advances for construction and contributions in aid of construction are
considered taxable income. The Company’s tariff allows the Company to record these income taxes for inclusion in rate base. This asset is recognized for ratemaking purposes on a cash or flow-through basis and will be recovered in rates as it
reverses.
Under normalization rules applicable to public utility property included in the 2017 Tax Act, the excess accumulated deferred income taxes on accelerated
depreciation from lowering of the enacted federal statutory corporate tax rate is recorded as a regulatory liability. The benefit will be given back to customers in rates over the remaining regulatory life of the property.
The regulatory liability for income taxes includes deferred taxes related to excess accumulated deferred income taxes on accelerated depreciation, other
postretirement benefits, customers’ advances for construction and contributions in aid of construction, and bad debts, as well as deferred investment tax credits. These liabilities will be given back to customers in rates, as tax deductions occur
over the next 1 to 50 years.
The regulatory liability for the Internal Revenue Service, or IRS, tangible property regulations, or TPR, catch-up deduction represents the tax benefits
realized on the Company’s 2014 income tax return for qualifying capital expenditures made prior to 2014. The period over which it will be given back to customers in rates was established in the most recent rate order at 15 years beginning March 1,
2019.
Postretirement benefits include the difference between contributions and deferred pension expense and the overfunded status of the pension plans. The
overfunded status represents the difference between the projected benefit obligation and the fair market value of the assets. This liability will change in future years based on the amount of contributions made and market returns. The liability
will be given back to customers in rates over some period determined by the PPUC in a future rate filing. Postretirement benefits was a regulatory asset as of December 31, 2019.
Pursuant to a rate order approved by the PPUC, the Company has agreed to return the 2018 income tax savings pursuant to the 2017 Tax Act, the associated
tax gross-up, and the excess accumulated deferred income taxes on accelerated depreciation to customers as a reconcilable negative surcharge on bills. The Company began giving back the liability over one year beginning March 1, 2019 and was fully
returned to customers in 2020.
Other Assets
Other assets consist mainly of the cash value of life insurance policies held as an investment by the Company for reimbursement of costs and benefits
associated with its supplemental retirement and deferred compensation programs.
Deferred Debt Expense
Deferred debt expense is amortized on a straight-line basis over the term of the related debt and is presented on the balance sheet as a direct reduction
from long-term debt.
Customers’ Advances for Construction
Customer advances are cash payments from developers, municipalities, customers, or builders for construction of utility plant, and are refundable upon
completion of construction, as operating revenues are earned. If the Company loans funds for construction to the customer, the refund amount is credited to the note receivable rather than paid out in cash. After all refunds to which the customer is
entitled are made, any remaining balance is transferred to contributions in aid of construction.
Contributions in Aid of Construction
Contributions in Aid of Construction is composed of (i) direct, non-refundable contributions from developers, customers, or builders for construction of
water infrastructure and (ii) customer advances that have become non-refundable. Contributions in aid of construction are deducted from the Company’s rate base, and therefore, no return is earned on property financed with contributions. The PPUC
requires that contributions received remain on the Company’s balance sheets indefinitely as a long-term liability.
Page 30
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 convert its variable-rate debt to a fixed rate. Interest rate swaps are contracts in which a series of interest rate cash flows are exchanged over a prescribed period. The notional
amount on which the interest payments are based is not exchanged. The Company has designated the interest rate swap agreement as a cash flow hedge, classified as a financial derivative used for non-trading activities.
The accounting standards regarding accounting for derivatives and hedging activities require companies to recognize all derivative instruments as either
assets or liabilities at fair value on the balance sheets. In accordance with the standards, the interest rate swap is recorded on the balance sheets in other deferred credits at fair value.
The Company uses regulatory accounting treatment rather than hedge accounting to defer the unrealized gains and losses on its interest rate swap. These
unrealized gains and losses are recorded as a regulatory asset. Based on current ratemaking treatment, the Company expects the gains and losses to be recognized in rates and in interest expense as the swap settlements occur. Swap settlements are
recorded in the income statement with the hedged item as interest expense. Swap settlements resulted in the reclassification from regulatory assets to interest expense of $342 in 2020 and $221 in 2019. The overall swap result was a loss of $815 in
2020 and $649 in 2019. During the twelve months ending December 31, 2021, the Company expects to reclassify $370 (before tax) from regulatory assets to interest expense.
The interest rate swap will expire on October 1, 2029.
Stock-Based Compensation
The Company records compensation expense in the financial statements for stock-based awards based on the grant date fair value of those awards.
Stock-based compensation expense is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. Forfeitures are recognized as they occur.
Income Taxes
Certain income and expense items are accounted for in different time periods for financial reporting than for income tax reporting purposes.
Deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date. To the extent such income taxes increase or decrease future rates, an offsetting regulatory asset or liability has been recorded.
Investment tax credits have been deferred and are being amortized to income over the average estimated service lives of the related assets. As of December
31, 2020 and 2019, deferred investment tax credits amounted to $500 and $539, respectively.
The Company filed for a change in accounting method under the IRS TPR effective in 2014. Under the change in accounting method, the Company is permitted
to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. The Company was permitted to make this deduction for prior years (the “catch-up
deduction”) and each year going forward, beginning with 2014 (the “ongoing deduction”). After receiving approval from the PPUC in its most recent rate order, the Company began to recognize the catch-up deduction, recorded as a regulatory liability,
over 15 years beginning March 1, 2019. The ongoing deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently payable. The catch-up deduction
resulted in a decrease in current income taxes payable and an increase to regulatory liabilities. Both the ongoing and catch-up deductions resulted in increases to deferred tax liabilities and regulatory assets representing the appropriate book and
tax basis difference on capital additions.
Page 31
The 2017 Tax Act, among other things, reduces the federal statutory corporate tax rate for tax years beginning in 2018 from 34% to 21%, eliminates certain
deductions, and eliminates bonus depreciation on qualified water and wastewater property. This resulted in the remeasurement of the federal portion of the Company’s deferred taxes as of December 31, 2017 to the 21% rate. The effect was recognized
in income for the year ended December 31, 2017 for all deferred tax assets and liabilities except accelerated depreciation. Under normalization rules applicable to public utility property included in the 2017 Tax Act, the excess accumulated deferred
income taxes on accelerated depreciation is recorded as a regulatory liability. The regulatory liability is a temporary difference, so a deferred tax asset is recorded including the gross-up of revenue necessary to return, in rates, the effect of
the temporary difference.
Allowance for Funds Used During Construction
Allowance for funds used during construction (AFUDC) represents the estimated cost of funds used for construction purposes during the period of
construction. These costs are reflected as non-cash income during the construction period and as an addition to the cost of plant constructed. AFUDC includes the net cost of borrowed funds and a rate of return on other funds. The PPUC approved
rate of 10.04% was applied for 2020 and 2019. AFUDC is recovered through water and wastewater rates as utility plant is depreciated.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Reclassifications
Certain 2019 amounts have been reclassified to conform to the 2020 presentation. This reclassification had no impact on the statements of income, the
statement of common stockholders’ equity, or the statement of cash flows.
2. Acquisitions
On August 29, 2019, the Company completed the acquisition of the wastewater collection assets of the Jacobus Borough Sewer Authority in York County,
Pennsylvania. The Company began operating the existing collection facilities on August 30, 2019. The acquisition resulted in the addition of approximately 700 wastewater customers with purchase price and acquisition cost of approximately $2,112,
which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of approximately $271 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the
acquired assets. This acquisition is immaterial to Company results.
On April 9, 2020, the Company completed the acquisition of the wastewater collection and treatment assets of Felton Borough in York County, Pennsylvania.
The Company began operating the existing collection and treatment facilities on April 16, 2020. The acquisition resulted in the addition of approximately 130 wastewater customers with purchase price and acquisition costs of approximately $914, which
is more than the depreciated original cost of the assets net of contributions in aid of construction. The Company recorded an acquisition adjustment of $295 and will seek approval from the PPUC to amortize the acquisition adjustment over the
remaining life of the acquired assets. This acquisition is immaterial to Company results.
On September 14, 2020, the Company completed the acquisition of the wastewater collection and treatment assets and began operating the existing collection
and treatment facilities of the Letterkenny Township Municipal Authority in Franklin County, Pennsylvania. The acquisition resulted in the addition of approximately 180 wastewater customers with purchase price and acquisition costs of approximately
$262 which is less than the depreciated original cost of the assets. The Company recorded a negative acquisition adjustment of $751 and will seek approval from the PPUC to amortize the acquisition adjustment over the remaining life of the acquired
assets. This acquisition is immaterial to Company results.
Page 32
3. Accounts Receivable and Contract Assets
Accounts receivable and contract assets are summarized in the following table:
|
|
As of
|
As of
|
||||||||||
|
Dec. 31, 2020
|
Dec. 31, 2019
|
Change
|
||||||||||
|
Accounts receivable – customers
|
$
|
5,633
|
$
|
4,574
|
$
|
1,059
|
||||||
|
Other receivables
|
206
|
152
|
54
|
|||||||||
|
5,839
|
4,726
|
1,113
|
||||||||||
|
Less: allowance for doubtful accounts
|
(655
|
)
|
(305
|
)
|
(350
|
)
|
||||||
|
Accounts receivable, net
|
$
|
5,184
|
$
|
4,421
|
$
|
763
|
||||||
|
Unbilled revenue
|
$
|
2,847
|
$
|
2,276
|
$
|
571
|
||||||
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. In 2020, a weakening in the timeliness of payments due to the COVID-19 pandemic increased the accounts receivable – customers. This was considered in the review of the allowance for
doubtful accounts resulting in the increase in the balance in 2020.
4. Note Receivable and Customers’ Advances for Construction
The Company entered into an agreement with a municipality to extend water service into a previously formed water district. The Company loaned funds to the
municipality to cover the costs related to the project. The municipality concurrently advanced these funds back to the Company in the form of customers’ advances for construction. The municipality is required by enacted ordinance to charge
application fees and water revenue surcharges (fees) to customers connected to the system, which are remitted to the Company. The note principal and the related customer advance that could be used to settle the note receivable are reduced
periodically as operating revenues are earned by the Company from customers connected to the system and refunds of the advance are made. There is no due date for the notes or expiration date for the advance.
The Company recorded interest income of $139 in 2020 and $121 in 2019. The interest rate on the note outstanding is 7.5%.
Included in the accompanying balance sheets at December 31, 2020 and 2019 were the following amounts related to this project.
|
|
2020
|
2019
|
||||||
|
Note receivable, including interest
|
$
|
255
|
$
|
255
|
||||
|
Customers’ advances for construction
|
302
|
303
|
||||||
The Company has other customers’ advances for construction totaling $10,024 and $7,541 at December 31, 2020 and 2019, respectively.
Page 33
5. Common Stock and Earnings Per Share
Net income of $16,598 and $14,402 for the years ended December 31, 2020 and 2019 respectively, is used to calculate both basic and diluted earnings per
share. Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares outstanding plus potentially dilutive shares. The
dilutive effect of employee stock-based compensation is included in the computation of diluted net income per share. The dilutive effect of stock-based compensation is calculated using the treasury stock method and expected proceeds upon exercise or
issuance of the stock-based compensation.
The following table summarizes the shares used in computing basic and diluted net income per share:
|
|
2020
|
2019
|
||||||
|
Weighted average common shares, basic
|
13,033,681
|
12,964,080
|
||||||
|
Effect of dilutive securities:
|
||||||||
|
Employee stock-based compensation
|
839
|
2,212
|
||||||
|
Weighted average common shares, diluted
|
13,034,520
|
12,966,292
|
||||||
Under the employee stock purchase plan, all full-time employees who have been employed at least ninety consecutive days may purchase shares of the
Company’s common stock limited to 10% of gross compensation. The purchase price is 95% of the fair market value (as defined). Shares issued during 2020 and 2019 were 3,718 and 3,914, respectively. As of December 31, 2020, 58,007 authorized shares
remain unissued under the plan.
The Company has a Dividend Reinvestment and Direct Stock Purchase and Sale Plan (“the Plan”), which is available to both current shareholders and the
general public. On November 8, 2019, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (SEC) to authorize an additional 157,000 shares and rollover the unissued 344,379 shares authorized under the
2016 Form S-3, for issuance under the new Prospectus for the Plan. Under the optional dividend reinvestment portion of the Plan, holders of the Company’s common stock may purchase additional shares instead of receiving cash dividends. The purchase
price is 95% of the fair market value (as defined). Under the direct stock purchase portion of the Plan, purchases are made monthly at 100% of the stock’s fair market value, as defined in the new Prospectus. The Registration Statement was declared
effective by the SEC on November 18, 2019. Shares issued during 2020 and 2019 were 37,370 and 60,485, respectively. As of December 31, 2020, 438,519 authorized shares remain unissued under the Plan.
On March 11, 2013, the Board of Directors, or the Board, authorized a share repurchase program granting the Company authority to repurchase up to 1,200,000
shares of the Company’s common stock from time to time. The stock repurchase program has no specific end date and the Company may repurchase shares in the open market or through privately negotiated transactions. The Company may suspend or
discontinue the repurchase program at any time. During both 2020 and 2019, the Company did not repurchase or retire any shares. As of December 31, 2020, 618,004 shares remain available for repurchase.
Page 34
6. Long-Term Debt and Short-Term Borrowings
Long-term debt as of December 31, 2020 and 2019 is summarized in the following table:
|
|
2020
|
2019
|
||||||
|
10.05% Senior Notes, Series C, due 2020
|
$
|
–
|
$
|
6,500
|
||||
|
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
|
–
|
||||||
|
Committed Line of Credit, due 2022
|
6,700
|
7,672
|
||||||
|
Total long-term debt
|
126,570
|
104,042
|
||||||
|
Less discount on issuance of long-term debt
|
(181
|
)
|
(192
|
)
|
||||
|
Less unamortized debt issuance costs
|
(2,816
|
)
|
(2,815
|
)
|
||||
|
Less current maturities
|
–
|
(6,500
|
)
|
|||||
|
Long-term portion
|
$
|
123,573
|
$
|
94,535
|
||||
Payments due by year as of December 31, 2020:
|
2021
|
2022
|
2023
|
2024
|
2025
|
|||||||||||||||
|
$
|
–
|
$
|
26,200
|
$
|
–
|
$
|
–
|
$
|
–
|
||||||||||
Payments due in 2022 include payback of the committed line of credit. The committed line of credit is reviewed annually, and upon favorable outcome, would
likely be extended for another year. Payments due in 2022 also include potential payments of $12,000 on the variable rate bonds (due 2029) which would only be payable if all bonds were tendered and could not be remarketed, or in the event the
Company was unable to, or chose not to, renew the letter of credit backing the bonds. There is currently no such indication of this happening.
Fixed Rate Long-Term Debt
On September 30, 2020, the Company entered into a note purchase agreement with certain institutional investors relating to the private placement of $30,000
aggregate principal amount of the Company’s senior notes. The senior notes bear interest at 3.24% per annum payable semiannually and mature on September 30, 2050. The senior notes are unsecured and unsubordinated obligations of the Company. The
Company received net proceeds, after deducting issuance costs, of approximately $29,838. The net proceeds were used to refinance the $6,500 aggregate principal amount of the Company’s 10.05% Senior Notes, Series C, due September 30, 2020, to
refinance line of credit borrowings incurred by the Company as interim financing for various capital projects, to fund acquisitions and for general corporate purposes.
On January 31, 2019, the Company entered into a note purchase agreement with
certain institutional investors relating to the private placement of $
20,000
aggregate principal amount of the Company’s senior notes. The senior notes bear
interest at
4.54%
per annum payable semiannually and mature on
January 31, 2049
.
The senior notes are unsecured and unsubordinated obligations of the Company. The Company received net proceeds, after deducting issuance costs, of approximately $
19,820
. The net proceeds were used to refinance the $
11,000
aggregate principal amount of the Company’s
10.17%
Series A Senior Notes due
February 1, 2019
and the
9.60%
Series B Senior Notes due
February 1, 2019
, and to refinance line of credit borrowings incurred by the Company as interim financing for various
capital projects of the Company.
Page 35
On October 1, 2019, the Company entered into a note purchase agreement with
certain institutional investors relating to the private placement of $
15,000
aggregate principal amount of the Company’s senior notes. The senior notes bear
interest at
3.23%
per annum payable semiannually and mature on
October 1, 2040
.
The senior notes are unsecured and unsubordinated obligations of the Company. The Company received net proceeds, after deducting issuance costs, of approximately $
14,888
. The net proceeds were used to refinance the $
15,000
aggregate principal amount of the Company’s
5.00%
Monthly Senior Notes Series 2010A due
October 1, 2040
.
On October 8, 2019, the Pennsylvania Economic Development Financing Authority,
or PEDFA, issued and sold $
10,500
aggregate principal amount of PEDFA Exempt Facilities Revenue Refunding Bonds, Series A of 2019, or the Series A Bonds, and $
14,870
aggregate principal amount of PEDFA Exempt Facilities Revenue Refunding Bonds, Series B of 2019, or the Series B Bonds, for the Company’s benefit pursuant to the terms of a
trust indenture, dated as of September 1, 2019, between the PEDFA and Manufacturers and Traders Trust Company, as trustee. The PEDFA then loaned the proceeds of the issuance and sale of the Series A and the Series B Bonds to the Company pursuant
to a loan agreement dated as of September 1, 2019, between the Company and the PEDFA. The Series A Bonds, and therefore the loan, bears interest at
3.00%
per
annum payable semiannually and the maturity date of the loan is
October 1, 2036
subject to optional and mandatory redemption provisions. The Series B Bonds, and
therefore the loan, bears interest at
3.10%
per annum payable semiannually and the maturity date of the loan is
November 1, 2038
subject to optional and mandatory redemption provisions. Amounts outstanding under the loan agreement are direct, unsecured and unsubordinated obligations of the Company. The Company received
net proceeds, after deducting issuance costs, of approximately $
25,049
. The net proceeds were used to refinance the $
10,500
aggregate principal amount of the Company’s
4.75%
York County Industrial Development Authority Revenue Bonds Series
2006 due
October 1, 2036
and the $
14,870
aggregate principal amount of the
Company’s
4.50%
PEDFA Exempt Facilities Revenue Refunding Bonds Series 2014 due
November 1, 2038
.
Variable Rate Long-Term Debt
On May 7, 2008, the PEDFA issued $12,000 aggregate principal amount of PEDFA Exempt Facilities Revenue Refunding Bonds, Series A of 2008 (the “Series A
Bonds”) for the Company’s benefit pursuant to the terms of a trust indenture, dated as of May 1, 2008, between the PEDFA and Manufacturers and Traders Trust Company, as trustee. The PEDFA then loaned the proceeds of the offering of the Series A
Bonds to the Company pursuant to a loan agreement, dated as of May 1, 2008, between the Company and the PEDFA. The loan agreement provides for a $12,000 loan with a maturity date of October 1, 2029. Amounts outstanding under the loan agreement are
the Company’s direct general obligations. The proceeds of the loan were used to redeem the PEDFA Exempt Facilities Revenue Bonds, Series B of 2004 (the “2004 Series B Bonds”). The 2004 Series B Bonds were redeemed because the bonds were tendered
and could not be remarketed due to the downgrade of the bond insurer’s credit rating.
Borrowings under the loan agreement bear interest at a variable rate as determined by PNC Capital Markets, as remarketing agent, on a periodic basis
elected by the Company, which has currently elected that the interest rate be determined on a weekly basis. The remarketing agent determines the interest rate based on the current market conditions in order to determine the lowest interest rate
which would cause the Series A Bonds to have a market value equal to the principal amount thereof plus accrued interest thereon. The variable interest rate under the loan agreement averaged 0.62% in 2020 and 1.50% in 2019. As of December 31, 2020
and 2019, the interest rate was 0.12% and 1.78%, respectively.
The holders of the $12,000 Series A Bonds may tender their bonds at any time. When the bonds are tendered, they are subject to an annual remarketing
agreement, pursuant to which a remarketing agent attempts to remarket the tendered bonds according to the terms of the indenture. In order to keep variable interest rates down and to enhance the marketability of the Series A Bonds, the Company
entered into a Reimbursement, Credit and Security Agreement with PNC Bank, National Association (“the Bank”) dated as of May 1, 2008. This agreement provides for a direct pay letter of credit issued by the Bank to the trustee for the Series A
Bonds. The Bank is responsible for providing the trustee with funds for the timely payment of the principal and interest on the Series A Bonds and for the purchase price of the Series A Bonds that have been tendered or deemed tendered for purchase
and have not been remarketed. The Company’s responsibility is to reimburse the Bank the same day as regular interest payments are made, and within fourteen months for the purchase price of tendered bonds that have not been remarketed. The
reimbursement period for the principal is immediate at maturity, upon default by the Company, or if the Bank does not renew the Letter of Credit. The current expiration date of the Letter of Credit is June 30, 2022. It is reviewed annually for a
potential extension of the expiration date.
Page 36
The Company may elect to have the Series A Bonds redeemed, in whole or in part, on any date that interest is payable for a redemption price equal to the
principal amount thereof plus accrued interest to the date of redemption. The Series A Bonds are also subject to mandatory redemption for the same redemption price in the event that the IRS determines that the interest payable on the Series A Bonds
is includable in gross income of the holders of the bonds for federal tax purposes.
Interest Rate Swap Agreement
In connection with the issuance of the PEDFA 2004 Series B Bonds, the Company entered into an interest rate swap agreement with a counterparty, in the
notional principal amount of $12,000. The Company elected to retain the swap agreement for the 2008 Series A Bonds. Interest rate swap agreements derive their value from underlying interest rates. These transactions involve both credit and market
risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do not represent direct credit exposure. Direct credit exposure is limited to the net difference between the
calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the swap, is reflected on the Company’s balance sheets. See Note 7 for additional information regarding the fair value of the swap.
The interest rate swap will terminate on the maturity date of the 2008 Series A Bonds (which is the same date as the maturity date of the loan under the
loan agreement), unless sooner terminated pursuant to its terms. In the event the interest rate swap terminates prior to the maturity date of the 2008 Series A Bonds, either the Company or the swap counterparty may be required to make a termination
payment to the other based on market conditions at such time. The Company is exposed to credit-related losses in the event of nonperformance by the counterparty. The Company controls the credit risk of its financial contracts through credit
approvals, limits and monitoring procedures, and does not expect the counterparty to default on its obligations. Notwithstanding the terms of the swap agreement, the Company is ultimately obligated for all amounts due and payable under the loan
agreement.
The interest rate swap agreement contains provisions that require the Company to maintain a credit rating of at least BBB- with Standard & Poor’s. On
April 9, 2020, Standard & Poor’s affirmed the Company’s credit rating at A-, with a stable outlook and adequate liquidity. If the Company’s rating were to fall below this rating, it would be in violation of these provisions, and the counterparty
to the derivative could request immediate payment if the derivative was in a liability position. The Company’s interest rate swap was in a liability position as of December 31, 2020. If a violation was triggered on December 31, 2020, the Company
would have been required to pay the counterparty approximately $2,830.
The Company’s interest rate swap agreement provides that it pays the counterparty a fixed interest rate of 3.16% on the notional amount of $12,000. In
exchange, the counterparty pays the Company a floating interest rate (based on 59% of the U.S. Dollar one-month LIBOR rate) on the notional amount. The floating interest rate paid to the Company is intended, over the term of the swap, to approximate
the variable interest rate on the loan agreement and the interest rate paid to bondholders, thereby managing its exposure to fluctuations in prevailing interest rates. The Company’s net payment rate on the swap averaged 2.87% in 2020 and 1.84% in
2019.
As of December 31, 2020, there was a spread of 3 basis points between the variable rate paid to bondholders and the variable rate received from the swap
counterparty, which equated to an overall effective rate of 3.19% (including variable interest and swap payments). As of December 31, 2019, there was a spread of 75 basis points which equated to an overall effective rate of 3.91% (including variable
interest and swap payments).
Page 37
Line of Credit Borrowings
In 2020, the Company entered into an agreement for a $50,000 unsecured, committed line of credit maturing in September 2022 at an interest rate of LIBOR
plus 1.05% with an unused commitment fee and an interest rate floor. Simultaneously, the Company paid off and terminated all prior existing line of credit agreements. As of December 31, 2019, the Company maintained unsecured lines of credit
aggregating $41,500 with four banks. The first line of credit, in the amount of $13,000, was a committed line of credit with a revolving 2-year maturity and carried an interest rate of LIBOR plus 1.20%. The Company had $3,672 outstanding under this
line of credit as of December 31, 2019. The second line of credit, in the amount of $11,000, was a committed line of credit and carried an interest rate of LIBOR plus 1.25%. The third line of credit, in the amount of $7,500, was a committed line of
credit and carried an interest rate of LIBOR plus 1.15%. The Company had $4,000 outstanding under this line of credit as of December 31, 2019. The fourth line of credit, in the amount of $10,000, was a committed line of credit and carried an interest
rate of LIBOR plus 1.20%. Average borrowings outstanding under the lines of credit were $7,467 in 2020 and $5,070 in 2019. The average cost of borrowings under the lines of credit was 1.59% during 2020 and 3.47% during 2019. The weighted average
interest rate on the line of credit borrowings was 1.30% as of December 31, 2020 and 2.92% as of December 31, 2019.
Debt Covenants and Restrictions
The terms of the debt agreements carry certain covenants and limit in some cases the Company’s ability to borrow additional funds, to prepay its borrowings
and include certain restrictions with respect to declaration and payment of cash dividends and the Company’s acquisition of its stock. Under the terms of the most restrictive agreements, the Company cannot borrow in excess of 60% of its utility
plant, and cumulative payments for dividends and acquisition of stock since December 31, 1982 may not exceed $1,500 plus net income since that date. As of December 31, 2020, none of the earnings retained in the business are restricted under these
provisions. The Company’s debt is unsecured.
The Company’s line of credit requires it to maintain a minimum equity to total capitalization ratio (defined as the sum of equity plus funded debt) and a
minimum interest coverage ratio (defined as net income plus interest expense plus income tax expense divided by interest expense). As of December 31, 2020, the Company was in compliance with these covenants.
7. Fair Value of Financial Instruments
The accounting standards regarding fair value measurements establish a fair value hierarchy which indicates the extent to which inputs used in measuring
fair value are observable in the market. Level 1 inputs include quoted prices for identical instruments and are the most observable. Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, commodity
rates and yield curves. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability.
The Company has recorded its interest rate swap liability at fair value in accordance with the standards. The liability is recorded under the caption
“Other deferred credits” on the balance sheets. The table below illustrates the fair value of the interest rate swap as of the end of the reporting period.
|
Description
|
December 31, 2020
|
Fair Value Measurements
at Reporting Date Using
Significant Other Observable Inputs (Level 2)
|
|
Interest Rate Swap
|
$2,731
|
$2,731
|
Fair values are measured as the present value of all expected future cash flows based on the LIBOR-based swap yield curve as of the date of the valuation.
These inputs to this calculation are deemed to be Level 2 inputs. The balance sheet carrying value reflects the Company’s credit quality as of December 31, 2020. The rate used in discounting all prospective cash flows anticipated to be made under
this swap reflects a representation of the yield to maturity for 30-year debt on utilities rated A- as of December 31, 2020. The use of the Company’s credit quality resulted in a reduction in the swap liability of $99 as of December 31, 2020. The
fair value of the swap reflecting the Company’s credit quality as of December 31, 2019 is shown in the table below.
Page 38
|
Description
|
December 31, 2019
|
Fair Value Measurements
at Reporting Date Using
Significant Other Observable Inputs (Level 2)
|
|
Interest Rate Swap
|
$2,248
|
$2,248
|
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 $126,570 at December 31, 2020, and $104,042 at December 31, 2019, had an estimated fair value of approximately $151,000 and $115,000, respectively. The estimated fair value of debt was
calculated using a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration and risk profile. These inputs to this calculation are deemed to be Level 2 inputs. The Company recognized its credit
rating in determining the yield curve, and did not factor in third party credit enhancements including the letter of credit on the 2008 PEDFA Series A issue.
Customers’ advances for construction and note receivable have carrying values at December 31, 2020 of $10,326 and $255, respectively. At December 31,
2019, customers’ advances for construction and note receivable had carrying values of $7,844 and $255, respectively. The relative fair values of these amounts cannot be accurately estimated since the timing of future payment streams is dependent
upon several factors, including new customer connections, customer consumption levels and future rate increases.
8. Commitments
Based on its capital budget, the Company anticipates construction and acquisition expenditures for 2021 and 2022 of approximately $36,000 and $40,000,
respectively, exclusive of any acquisitions not yet approved. The Company plans to finance ongoing capital expenditures with internally-generated funds, borrowings against the Company’s line of credit, proceeds from the issuance of common stock
under its dividend reinvestment and direct stock purchase and sale plan and ESPP, potential common stock or debt issues and customer advances and contributions.
The Company 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 committed to exceed the LCR replacement schedule by replacing all of the remaining known company-owned lead service lines within
four years
from the agreement. The cost for these service line replacements was approximately $
2,740
and $
2,713
through
December 31, 2020 and 2019, respectively,
and is included
in utility plant. As of
December 31, 2020
, all known company-owned lead service lines have been replaced. Any additional company-owned lead service lines that
are discovered will be replaced but are not expected to have a material impact on the financial position of the Company.
The Company was granted approval by the PPUC, to modify its tariff to
include the cost of the annual replacement of up to
400
lead customer-owned service lines over
nine years
from the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future
base rates to customers, over a
four-year
period. The cost for the customer-owned lead service line replacements was approximately $
1,204
and $
1,000
through
December 31, 2020 and 2019, respectively,
and is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $
1,500
. This estimate is subject to adjustment as more facts become available.
As of December 31, 2020, approximately 33% of the Company’s full time employees are under union contract. The current contract was ratified in October
2020 and expires on April 30, 2023.
The Company is involved in certain legal and administrative proceedings before various courts and governmental agencies concerning water service and other
matters. The Company expects that the ultimate disposition of these proceedings will not have a material effect on the Company’s financial position, results of operations and cash flows.
Page 39
9. Revenue
The following table shows the Company’s revenues disaggregated by service and customer type.
|
|
2020
|
2019
|
||||||
|
Water utility service:
|
||||||||
|
Residential
|
$
|
33,987
|
$
|
32,118
|
||||
|
Commercial and industrial
|
13,764
|
14,161
|
||||||
|
Fire protection
|
3,191
|
3,074
|
||||||
|
Wastewater utility service:
|
||||||||
|
Residential
|
1,746
|
1,291
|
||||||
|
Commercial and industrial
|
304
|
280
|
||||||
|
Billing and revenue collection services
|
266
|
70
|
||||||
|
Collection services
|
15
|
52
|
||||||
|
Other revenue
|
23
|
13
|
||||||
|
Total Revenue from Contracts with Customers
|
53,296
|
51,059
|
||||||
|
Rents from regulated property
|
556
|
519
|
||||||
|
Total Operating Revenue
|
$
|
53,852
|
$
|
51,578
|
||||
Utility Service
The Company provides utility service as a distinct and single performance obligation to each of its water and wastewater customers. The transaction price
is detailed in the tariff pursuant to an order by the PPUC and made publicly available. There is no variable consideration and no free service, special rates, or subnormal charges to any customer. Due to the fact that the contract includes a single
performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of utility service through a stand-ready obligation to perform and the transfer of
water or the collection of wastewater through a series of distinct transactions that are identical in nature and have the same pattern of transfer to the customer. The Company uses an output method to recognize the utility service revenue over
time. The stand-ready obligation is recognized through the passage of time in the form of a fixed charge and the transfer of water or the collection of wastewater is recognized at a per unit rate based on the actual or estimated flow through the
meter. Each customer is invoiced every month and the invoice is due within twenty days. The utility service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no
performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for the passage of time and the actual or estimated usage from the latest meter reading to the end of the
accounting period. The methodology is standardized and consistently applied to reduce bias and the need for judgment.
Billing and Revenue Collection Service
The Company provides billing and revenue collection service as distinct performance obligations to three 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.
Page 40
Collection Service
The Company provides collection service as a distinct and single performance obligation to several municipalities within the service territory of the
Company. The municipalities provide wastewater service to their residents. If those residents are delinquent in paying for their wastewater service, the municipalities request that the Company post for and shut off the supply of water to the
premises of those residents. When the resident is no longer delinquent, the Company will restore water service to the premises. The transaction price for each posting, each shut off, and each restoration is a fixed amount as established in the
contract. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied at a point in time when
the posting, shut off, or restoration is completed as the municipalities receive all the benefits in the form of payment or no longer providing wastewater service. Each municipality is invoiced periodically for the posting, shut offs, and
restorations that have been completed since the last billing and the invoice is due within thirty days. The collection service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior
periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for postings, shut offs, and restorations that have been completed from the last billing to the end
of the accounting period.
Service Line Protection Plan
The Company provides service line protection as a distinct and single performance obligation to current water customers that choose to participate. The
transaction price is detailed in the plan’s terms and conditions and made publicly available. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the
transaction price. The performance obligation is satisfied over time through the continuous provision of service line protection through a stand-ready obligation to perform. The Company uses an output method to recognize the service line protection
revenue over time. The stand-ready obligation is recognized through the passage of time. A customer has a choice to prepay for an entire year or to pay in advance each month. The service line protection plan has no returns or extended warranties
associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no material performance obligations remain unsatisfied as of the end of the reporting period.
10. Rate Matters
From time to time, the Company files applications for rate increases with the PPUC and is granted rate relief as a result of such requests. The most
recent rate request was filed by the Company on May 30, 2018, and sought an annual increase in water rates of $6,399 and an annual increase in wastewater rates of $289. Effective March 1, 2019, the PPUC authorized an increase in water rates designed
to produce approximately $3,361 in additional annual revenues and an increase in wastewater rates designed to produce approximately $289 in additional annual revenues.
As part of a rate order approved by the PPUC, the Company has agreed to return $2,117 to customers as a reconcilable negative surcharge on their bills
generated from March 2019 through February 2020 for the benefit of the lower tax rate effective January 1, 2018 resulting from the enactment of the Tax Cuts and Jobs Act of 2017, or 2017 Tax Act. During the years ended December 31, 2020 and 2019,
the Company increased its regulatory liability by reducing revenue by $1 and $325, respectively, including the gross-up of revenue necessary to return, in rates, the effect of this temporary tax difference, and reclassified $0 and $27, respectively,
from excess accumulated deferred income taxes on accelerated depreciation recorded at December 31, 2017. As of December 31, 2020 the Company returned $2,117 in negative surcharges to customers.
The PPUC permits water utilities to collect a distribution system improvement charge, or DSIC. The DSIC allows the Company to add a charge to customers’
bills for qualified replacement costs of certain infrastructure without submitting a rate filing. This surcharge mechanism typically adjusts periodically based on additional qualified capital expenditures completed or anticipated in a future
period. The DSIC is capped at 5% of base rates, and is reset to zero when new base rates that reflect the costs of those additions become effective or when a utility’s earnings exceed a regulatory benchmark.
The DSIC reset to zero when the new base rates took effect March 1, 2019.
The DSIC provided revenues of $0 in 2020 and $249 in 2019. The DSIC is subject to audit by the PPUC.
Page 41
11. Employee Benefit Plans
Pensions
The Company maintains a general and administrative and a union-represented defined benefit pension plan covering all of its employees hired prior to May 1,
2010. Employees hired after May 1, 2010 are eligible for an enhanced 401(k) plan rather than a defined benefit plan. The benefits under the defined benefit plans are based upon years of service and compensation near retirement. The Company amended
its defined benefit pension plans in 2014, generally limiting the years of eligible service under the plans to 30 years. The Company’s funding policy is to contribute annually the amount permitted by the PPUC to be collected from customers in rates,
but in no case less than the minimum Employee Retirement Income Security Act (ERISA) required contribution.
The following table sets forth the plans’ funded status as of December 31, 2020 and 2019. The measurement of assets and obligations of the plans is as of
December 31, 2020 and 2019.
|
Obligations and Funded Status
At December 31
|
2020
|
2019
|
||||||
|
Change in Benefit Obligation
|
||||||||
|
Pension benefit obligation, beginning of year
|
$
|
47,530
|
$
|
41,511
|
||||
|
Service cost
|
938
|
849
|
||||||
|
Interest cost
|
1,457
|
1,645
|
||||||
|
Actuarial loss
|
6,165
|
5,241
|
||||||
|
Benefit payments
|
(1,984
|
)
|
(1,716
|
)
|
||||
|
Pension benefit obligation, end of year
|
54,106
|
47,530
|
||||||
|
Change in Plan Assets
|
||||||||
|
Fair value of plan assets, beginning of year
|
49,349
|
40,624
|
||||||
|
Actual return on plan assets
|
6,650
|
8,141
|
||||||
|
Employer contributions
|
2,300
|
2,300
|
||||||
|
Benefits paid
|
(1,984
|
)
|
(1,716
|
)
|
||||
|
Fair value of plan assets, end of year
|
56,315
|
49,349
|
||||||
|
Funded Status of Plans at End of Year
|
$
|
2,209
|
$
|
1,819
|
||||
The accounting standards require that the funded status of defined benefit pension plans be fully recognized on the balance sheets. They also call for the
unrecognized actuarial gain or loss, the unrecognized prior service cost and the unrecognized transition costs to be adjustments to shareholders’ equity (accumulated other comprehensive income). Due to a rate order granted by the PPUC, the Company
is permitted under the accounting standards to defer the charges otherwise recorded in accumulated other comprehensive income as a regulatory asset. Management believes these costs will be recovered in future rates charged to customers. The asset
for the funded status of the Company’s pension plans as of December 31, 2020 and 2019 is recorded in “Prepaid pension cost” on its balance sheets.
In 2020, the plans recognized a significant actuarial loss. The Company adopted the new mortality improvement scale (MP-2020) but recognized an 80 basis
point decrease in the discount rate. In 2019, the plans recognized a significant actuarial loss. The Company adopted the new mortality table (Pri-2012) and the new mortality improvement scale (MP-2019) but recognized a 100 basis point decrease in
the discount rate. The Company uses the corridor method to amortize actuarial gains and losses. Gains and losses over 10% of the greater of pension benefit obligation or the market value of assets are amortized over the average future service of
plan participants expected to receive benefits.
Page 42
Changes in plan assets and benefit obligations recognized in regulatory assets are as follows:
|
|
2020
|
2019
|
||||||
|
Net gain (loss) arising during the period
|
$
|
2,713
|
$
|
(167
|
)
|
|||
|
Recognized net actuarial loss
|
(370
|
)
|
(421
|
)
|
||||
|
Recognized prior service credit
|
13
|
13
|
||||||
|
Total changes in regulatory asset during the year
|
$
|
2,356
|
$
|
(575
|
)
|
|||
Amounts recognized in regulatory assets that have not yet been recognized as components of net periodic benefit cost consist of the following at December
31:
|
|
2020
|
2019
|
||||||
|
Net loss
|
$
|
10,497
|
$
|
8,154
|
||||
|
Prior service credit
|
(63
|
)
|
(76
|
)
|
||||
|
Regulatory asset
|
$
|
10,434
|
$
|
8,078
|
||||
Components of net periodic benefit cost are as follows:
|
|
2020
|
2019
|
||||||
|
Service cost
|
$
|
938
|
$
|
849
|
||||
|
Interest cost
|
1,457
|
1,645
|
||||||
|
Expected return on plan assets
|
(3,198
|
)
|
(2,733
|
)
|
||||
|
Amortization of loss
|
370
|
421
|
||||||
|
Amortization of prior service credit
|
(13
|
)
|
(13
|
)
|
||||
|
Rate-regulated adjustment
|
2,746
|
2,131
|
||||||
|
Net periodic benefit cost
|
$
|
2,300
|
$
|
2,300
|
||||
Pension service cost is recorded in operating expenses. All other components of net periodic pension cost are recorded as other pension costs in other
income (expenses).
The rate-regulated adjustment set forth above is required in order to reflect pension expense for the Company in accordance with the method used in
establishing water rates. The Company is permitted by rate order of the PPUC to expense pension costs to the extent of contributions and defer the remaining expense to regulatory assets to be collected in rates at a later date as additional
contributions are made. During 2020, the deferral decreased by $2,746.
The estimated costs for the defined benefit pension plans relating to the December 31, 2020 balance sheet that will be amortized from regulatory assets
into net periodic benefit cost over the next fiscal year are as follows:
|
Net loss
|
$
|
582
|
||
|
Net prior service credit
|
(13
|
)
|
||
|
$
|
569
|
The Company plans to contribute $2,300 to the plans in 2021.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid in each of the next five years and the
subsequent five years in the aggregate:
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026
–
2030
|
||||||||||||||||||
|
$
|
1,903
|
$
|
1,984
|
$
|
2,163
|
$
|
2,224
|
$
|
2,216
|
$
|
12,472
|
||||||||||||
Page 43
The following tables show the projected benefit obligation, the accumulated benefit obligation and the fair value of plan assets as of December 31:
|
|
2020
|
2019
|
||||||
|
Projected benefit obligation
|
$
|
54,106
|
$
|
47,530
|
||||
|
Fair value of plan assets
|
56,315
|
49,349
|
||||||
|
|
2020
|
2019
|
||||||
|
Accumulated benefit obligation
|
$
|
50,578
|
$
|
44,587
|
||||
|
Fair value of plan assets
|
56,315
|
49,349
|
||||||
Weighted-average assumptions used to determine benefit obligations at December 31:
|
|
2020
|
2019
|
|
|
Discount rate
|
2.30%
|
3.10%
|
|
|
Rate of compensation increase
|
2.50% – 3.00%
|
2.50% – 3.00%
|
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
|
|
2020
|
2019
|
|
|
Discount rate
|
3.10%
|
4.10%
|
|
|
Expected long-term return on plan assets
|
6.50%
|
6.50%
|
|
|
Rate of compensation increase
|
2.50% – 3.00%
|
2.50% – 3.00%
|
The selected long-term rate of return on plan assets was primarily based on the asset allocation of each of the plan’s assets (approximately 50% to 70%
equity securities and 30% to 50% fixed income securities). Analysis of the historic returns of these asset classes and projections of expected future returns were considered in setting the long-term rate of return.
The investment objective of the Company’s defined benefit pension plans is that of Growth and Income. The weighted-average target asset allocations are
50% to 70% equity securities, 30% to 50% fixed income securities, and 0% to 10% reserves (cash and cash equivalents). Within the equity category, the Company’s target allocation is approximately 60-95% large cap, 0-25% mid cap, 0-10% small cap,
0-25% International Developed Nations, and 0-10% International Emerging Nations. Within the fixed income category, its target allocation is approximately 15-55% U.S. Treasuries, 0–22% Federal Agency securities, 0-40% corporate bonds, 15-55%
mortgage-backed securities, 0-20% international, and 0-20% high yield bonds. The Company’s investment performance objectives over a three to five-year period are to exceed the annual rate of inflation as measured by the Consumer Price Index by 3%,
and to exceed the annualized total return of specified benchmarks applicable to the funds within the asset categories.
Further guidelines within equity securities include: (1) holdings in any one company cannot exceed 5% of the portfolio; (2) a minimum of 20 individual
stocks must be included in the domestic stock portfolio; (3) a minimum of 30 individual stocks must be included in the international stock portfolio; (4) equity holdings in any one industry cannot exceed 20-25% of the portfolio; and (5) only
U.S.-denominated currency securities are permitted.
Further guidelines for fixed income securities include: (1) fixed income holdings in a single issuer are limited to 5% of the portfolio; (2) acceptable
investments include money market securities, U.S. Government and its agencies and sponsored entities’ securities, mortgage-backed and asset-backed securities, corporate securities and mutual funds offering high yield bond portfolios; (3) purchases
must be limited to investment grade or higher; (4) non-U.S. dollar denominated securities are not permissible; and (5) high risk derivatives are prohibited.
Page 44
The fair values of the Company’s pension plan assets at December 31, 2020 and 2019 by asset category and fair value hierarchy level are as follows. The
majority of the valuations are based on quoted prices on active markets (Level 1), with the remaining valuations based on broker/dealer quotes, active market makers, models, and yield curves (Level 2).
|
|
Total
Fair
Value
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
|||||||||||||||||||||
|
Asset Category
|
2020
|
2019
|
2020
|
2019
|
2020
|
2019
|
||||||||||||||||||
|
Cash and Money Market Funds (a)
|
$
|
624
|
$
|
682
|
$
|
624
|
$
|
682
|
$
|
–
|
$
|
–
|
||||||||||||
|
Equity Securities:
|
||||||||||||||||||||||||
|
Common Equity Securities (b)
|
–
|
662
|
–
|
662
|
–
|
–
|
||||||||||||||||||
|
Equity Mutual Funds (c)
|
35,707
|
29,677
|
35,707
|
29,677
|
–
|
–
|
||||||||||||||||||
|
Fixed Income Securities:
|
||||||||||||||||||||||||
|
U.S. Treasury Obligations
|
631
|
615
|
–
|
–
|
631
|
615
|
||||||||||||||||||
|
Corporate and Foreign Bonds (d)
|
5,615
|
6,078
|
–
|
–
|
5,615
|
6,078
|
||||||||||||||||||
|
Fixed Income Mutual Funds (e)
|
13,738
|
11,635
|
13,738
|
11,635
|
–
|
–
|
||||||||||||||||||
|
Total Plan Assets
|
$
|
56,315
|
$
|
49,349
|
$
|
50,069
|
$
|
42,656
|
$
|
6,246
|
$
|
6,693
|
||||||||||||
|
(a)
|
The portfolios are designed to keep up to one year of distributions in immediately available funds.
|
|
(b)
|
This category includes investments in U.S. common stocks and foreign stocks trading in the U.S. widely distributed among consumer discretionary,
consumer staples, healthcare, information technology, financial services, telecommunications, industrials, real estate, materials, and energy. The individual stocks are primarily large cap stocks which track with the S&P 500.
|
|
(c)
|
This category currently includes a majority of investments in closed-end mutual funds as well as domestic equity mutual funds and international
mutual funds which give the portfolio exposure to mid and large cap index funds as well as international diversified index funds.
|
|
(d)
|
This category currently includes only U.S. corporate bonds and notes widely distributed among consumer discretionary, consumer staples,
healthcare, information technology, energy, transportation, and financial services.
|
|
(e)
|
This category includes fixed income investments in mutual funds which include government, corporate and mortgage securities of both the U.S. and
other countries. The mortgage-backed securities and non-U.S. corporate and sovereign investments add further diversity to the fixed income portion of the portfolio.
|
Defined Contribution Plan
The Company has a savings plan pursuant to the provisions of section 401(k) of the Internal Revenue Code. For employees hired before May 1, 2010, this
plan provides for elective employee contributions of up to 15% of compensation and Company matching contributions of 100% of the participant’s contribution, up to a maximum annual Company contribution of $2.8 for each employee.
Employees hired after May 1, 2010 are entitled to an enhanced feature of the plan. This feature provides for elective employee contributions of up to 15%
of compensation and Company matching contributions of 100% of the participant’s contribution, up to a maximum of 4% of the employee’s compensation. In addition, the Company will make an annual contribution of $1.2 to each employee’s account whether
or not they defer their own compensation. Employees eligible for this enhanced 401(k) plan feature are not eligible for the defined benefit plans. As of December 31, 2020, 56 employees were participating in the enhanced feature of the plan. The
Company’s contributions to both portions of the plan amounted to $313 in 2020 and $300 in 2019.
Page 45
Deferred Compensation
The Company has non-qualified deferred compensation and supplemental retirement agreements with certain members of management. The future commitments under
these arrangements are offset by corporate-owned life insurance policies. At December 31, 2020 and 2019, the present value of the future obligations included in "Accrued compensation and benefits" and "Deferred employee benefits" was approximately
$4,757 and $4,416, respectively. The insurance policies included in "Other assets" had a total cash value of approximately $3,735 and $3,667 at December 31, 2020 and 2019, respectively. The Company’s net expenses under the plans amounted to $585 in
2020 and $670 in 2019.
Other
The Company has a retiree life insurance program which pays the beneficiary of a retiree $2 upon the retiree’s death. At December 31, 2020 and 2019, the
present value of the future obligations was approximately $165 and $137, respectively. There is no trust or insurance covering this future liability, instead the Company will pay these benefits out of its general assets. The Company’s net expenses
under the plan amounted to $38 in 2020 and $34 in 2019.
12. Stock-Based Compensation
On May 2, 2016, the Company’s stockholders approved The York Water Company Long-Term Incentive Plan, or LTIP. The LTIP was adopted to provide the
incentive of long-term stock-based awards to officers, directors and key employees. The LTIP provides for the granting of nonqualified stock options, incentive stock options, stock appreciation rights, performance restricted stock grants and units,
restricted stock grants and units, and unrestricted stock grants. A maximum of 100,000 shares of common stock may be issued under the LTIP over the ten-year life of the plan. The maximum number of shares of common stock subject to awards that may
be granted to any participant in any one calendar year is 2,000. Shares of common stock issued under the LTIP may be treasury shares or authorized but unissued shares. The LTIP is administered by the Compensation Committee of the Board, or the full
Board, provided that the full Board administers the LTIP as it relates to awards to non-employee directors of the Company. The Company filed a registration statement with the SEC on May 11, 2016 covering the offering of stock under the LTIP. The
LTIP was effective on July 1, 2016.
On November 21, 2016, the Board awarded stock to non-employee directors effective November 28, 2016. This stock award vested immediately. On the same
date, the Compensation Committee awarded restricted stock to officers and key employees effective November 28, 2016. This restricted stock award vested ratably over three years beginning November 28, 2016 and has been fully recognized as of December
31, 2019.
On April 26, 2017, the Board awarded stock to non-employee directors effective
May 1, 2017. This stock award vested immediately. On April 26, 2017, the Compensation Committee awarded restricted stock to officers and key employees effective May 1, 2017. This restricted stock award vested ratably over
three years
beginning May 1, 2017 and has been fully recognized as of December 31, 2020.
On May 7, 2018, the Board awarded stock to non-employee directors effective
May 7, 2018. This stock award vested immediately. On May 7, 2018, the Compensation Committee awarded restricted stock to officers and key employees effective May 7, 2018. This restricted stock award vests ratably over
three years
beginning May 7, 2018.
On November 20, 2018, the Board accelerated the vesting period for restricted
stock granted in 2016, 2017, and 2018 to
one
retiring officer from
three years
to that officer’s 2019 retirement date and has been fully recognized as of December 31, 2019.
On May 6, 2019, the Board awarded stock to non-employee directors effective May 6, 2019. This stock award vested immediately. On May 6, 2019, the
Compensation Committee awarded restricted stock to officers and key employees effective May 6, 2019. This restricted stock award vests ratably over three years beginning May 6, 2019.
On August 19, 2019, the Board accelerated the vesting period for restricted
stock granted in 2017, 2018, and 2019 to
one
retiring officer from three years to that officer’s 2020 retirement date and has been fully recognized as of December
31, 2020.
Page 46
On September 18, 2020, the Board awarded stock to non-employee directors
effective September 18, 2020. This stock award vested immediately. On September 18, 2020, the Compensation Committee awarded restricted stock to officers and key employees effective September 18, 2020. This restricted stock award vests ratably
over
three years
beginning September 18, 2020.
The restricted stock awards provide the grantee with the rights of a shareholder, including the right to receive dividends and to vote such shares, but not
the right to sell or otherwise transfer the shares during the restriction period. As a result, the awards are included in common shares outstanding on the balance sheet. Restricted stock awards result in compensation expense valued at the fair
market value of the stock on the date of the grant and are amortized ratably over the restriction period.
The following table summarizes the stock grant amounts and activity for the years ended December 31, 2019 and 2020.
|
Number of Shares
|
Grant Date Weighted
Average Fair Value
|
||
|
Nonvested at beginning of the year 2019
|
3,080
|
$33.85
|
|
|
Granted
|
6,963
|
$33.61
|
|
|
Vested
|
(2,701)
|
$33.99
|
|
|
Forfeited
|
-
|
-
|
|
|
Nonvested at end of the year 2019
|
7,342
|
$33.57
|
|
|
Granted
|
4,912
|
$44.07
|
|
|
Vested
|
(5,491)
|
$36.00
|
|
|
Forfeited
|
(81)
|
$33.61
|
|
|
Nonvested at end of the year 2020
|
6,682
|
$39.30
|
For the years ended December 31, 2020 and 2019, the statement of income includes $154 and $166 of stock based compensation and related recognized tax
benefits of $45 and $48, respectively. The total fair value of the shares vested in the years ended December 31, 2020 and 2019 was $198 and $92, respectively. Total stock based compensation related to nonvested awards not yet recognized is $263 at
December 31, 2020 which will be recognized over the remaining three-year vesting period.
13. Taxes Other than Income Taxes
The following table provides the components of taxes other than income taxes:
|
|
||||||||
|
2020
|
2019
|
|||||||
|
Regulatory Assessment
|
$
|
298
|
$
|
285
|
||||
|
Property
|
353
|
348
|
||||||
|
Payroll, net of amounts capitalized
|
551
|
564
|
||||||
|
Other
|
3
|
3
|
||||||
|
Total taxes other than income taxes
|
$
|
1,205
|
$
|
1,200
|
||||
Page 47
14. Income Taxes
The provisions for income taxes consist of:
|
|
||||||||
|
2020
|
2019
|
|||||||
|
Federal current
|
$
|
1,376
|
$
|
1,148
|
||||
|
State current
|
554
|
451
|
||||||
|
Federal deferred
|
247
|
475
|
||||||
|
State deferred
|
(120
|
)
|
205
|
|||||
|
Federal investment tax credit, net of current utilization
|
(39
|
)
|
(39
|
)
|
||||
|
Total income taxes
|
$
|
2,018
|
$
|
2,240
|
||||
A reconciliation of the statutory Federal tax provision to the total provision follows:
|
|
||||||||
|
2020
|
2019
|
|||||||
|
Statutory Federal tax provision
|
$
|
3,909
|
$
|
3,495
|
||||
|
State income taxes, net of Federal benefit
|
426
|
574
|
||||||
|
IRS TPR deduction
|
(1,979
|
)
|
(1,642
|
)
|
||||
|
Tax-exempt interest
|
(29
|
)
|
(25
|
)
|
||||
|
Amortization of investment tax credit
|
(39
|
)
|
(39
|
)
|
||||
|
Cash value of life insurance
|
(110
|
)
|
6
|
|||||
|
Amortization of excess accumulated deferred income taxes
on accelerated depreciation
|
(182
|
)
|
(149
|
)
|
||||
|
Other, net
|
22
|
20
|
||||||
|
Total income taxes
|
$
|
2,018
|
$
|
2,240
|
||||
The Company filed for a change in accounting method under the IRS TPR effective in 2014. Under the change in accounting method, the Company is permitted
to deduct the costs of certain asset improvements that were previously being capitalized and depreciated for tax purposes as an expense on its income tax return. The Company was permitted to make this deduction for prior years (the “catch-up
deduction”) and for each year going forward (the “ongoing deduction”). As a result of the catch-up deduction, income tax benefits of $3,887 were deferred as a regulatory liability. After receiving approval from the PPUC in its most recent rate
order, the Company began to recognize the catch-up deduction, recorded as a regulatory liability, over 15 years beginning March 1, 2019. As a result, the Company recognized $259 and $216 in income taxes during the years ended December 31, 2020 and
2019, respectively. As a result of the ongoing deduction, the net income tax benefits of $1,720 and $1,426 for the years ended December 31, 2020 and 2019, respectively, reduced income tax expense and flowed through to net income. The ongoing
deduction results in a reduction in the effective income tax rate, a net reduction in income tax expense, and a reduction in the amount of income taxes currently payable. Both the ongoing and catch-up deductions result in increases to deferred tax
liabilities and regulatory assets representing the appropriate book and tax basis difference on capital additions.
The 2017 Tax Act, among other things, reduces the federal statutory corporate tax rate for tax years beginning in 2018 from 34% to 21%, eliminates
certain deductions, and eliminates bonus depreciation on qualified water and wastewater property. This resulted in the remeasurement of the federal portion of the Company’s deferred taxes as of December 31, 2017 to the 21% rate. The effect was
recognized in income for the year ended December 31, 2017 for all deferred tax assets and liabilities except accelerated depreciation. Under normalization rules applicable to public utility property included in the 2017 Tax Act, the excess
accumulated deferred income taxes on accelerated depreciation is recorded as a regulatory liability. The regulatory liability is a temporary difference so a deferred tax asset is recorded including the gross-up of revenue necessary to return, in
rates, the effect of the temporary difference. The Company is recognizing the excess accumulated deferred income taxes on accelerated depreciation, recorded as a regulatory liability, over the remaining useful life of the underlying assets. As a
result, the Company recognized $182 and $149 in income taxes during the years ended December 31, 2020 and 2019, respectively.
Page 48
The tax effects of temporary differences between book and tax balances that give rise to significant portions of the deferred tax assets and deferred tax
liabilities as of December 31, 2020 and 2019 are summarized in the following table:
|
|
2020
|
2019
|
||||||
|
Deferred tax assets:
|
||||||||
|
Reserve for doubtful accounts
|
$
|
189
|
$
|
88
|
||||
|
Compensated absences
|
151
|
148
|
||||||
|
Deferred compensation
|
1,375
|
1,276
|
||||||
|
Excess accumulated deferred income taxes on accelerated depreciation
|
3,995
|
4,047
|
||||||
|
Deferred taxes associated with the gross-up of revenues necessary to
return, in rates, the effect of temporary differences
|
2,456
|
2,104
|
||||||
|
Customers’ advances for construction and contributions in aid of construction
|
1,815
|
998
|
||||||
|
Revenue reduction for tax rate change
|
–
|
7
|
||||||
|
Tax effect of pension regulatory liability
|
7
|
–
|
||||||
|
Other costs deducted for book, not for tax
|
64
|
69
|
||||||
|
Total deferred tax assets
|
10,052
|
8,737
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Accelerated depreciation
|
29,893
|
28,891
|
||||||
|
Basis differences from IRS TPR
|
13,671
|
11,311
|
||||||
|
Investment tax credit
|
356
|
384
|
||||||
|
Deferred taxes associated with the gross-up of revenues necessary to
recover, in rates, the effect of temporary differences
|
8,088
|
6,987
|
||||||
|
Pensions
|
638
|
525
|
||||||
|
Tax effect of pension regulatory asset
|
–
|
106
|
||||||
|
Unamortized debt issuance costs
|
500
|
531
|
||||||
|
Other costs deducted for tax, not for book
|
444
|
428
|
||||||
|
Total deferred tax liabilities
|
53,590
|
49,163
|
||||||
|
Net deferred tax liability
|
$
|
43,538
|
$
|
40,426
|
||||
In accordance with accounting standards, the net deferred tax liability is classified as a noncurrent deferred income tax liability on the balance sheets.
No valuation allowance was required for deferred tax assets as of December 31, 2020 and 2019. In assessing the value of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon
expected future taxable income and the current regulatory environment, management believes it is more likely than not that the Company will realize the benefits of these deductible differences.
The Company determined that there were no uncertain tax positions meeting the recognition and measurement test of the accounting standards recorded in
the years that remain open for review by taxing authorities, which are 2017 through 2019 for both federal and state income tax returns. The Company has not yet filed tax returns for 2020. The Company believes that it has fully complied with any
changes pursuant to the 2017 Tax Act and has not taken any new positions in its 2020 income tax provision.
Page 49
The Company’s policy is to recognize interest and penalties related to income tax matters in other expenses. The Company paid no interest or penalties
for the years ended December 31, 2020 and 2019, respectively.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
None.
|
Item 9A.
|
Controls and Procedures.
|
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's President and Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the Company's President and Chief Executive Officer along with the Chief Financial Officer concluded
that the Company's disclosure controls and procedures as of the end of the period covered by this report are effective such that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is
(i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Company’s management, including the President and Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected.
No change in the Company's internal control over financial reporting occurred during the Company's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework (2013
framework)
. As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective.
Page 50
|
Item 9B.
|
Other Information.
|
None.
PART III
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Directors of the Registrant
The information set forth under the caption "Election of Directors" of the 2021 Proxy Statement is incorporated herein by reference.
Executive Officers of the Registrant
The information set forth under the caption “Executive Officers of the Company” of the 2021 Proxy Statement is incorporated herein by reference.
Code of Ethics
The information set forth under the caption “Code of Ethics” of the 2021 Proxy Statement is incorporated herein by reference.
Audit Committee
The information set forth under the caption “Board Committees and Functions” of the 2021 Proxy Statement is incorporated herein by reference.
|
Item 11.
|
Executive Compensation.
|
The information set forth under the caption "Compensation of Directors and Executive Officers" of the 2021 Proxy Statement is incorporated herein by
reference.
Page 51
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information for the equity compensation plan of the Company as of December 31, 2020:
|
Plan Category
|
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||
|
(a)
|
(b)
|
(c)
|
||||
|
Equity compensation plans approved by security holders*
|
-
|
-
|
81,727
|
|||
|
Equity compensation plans not approved by security holders
|
-
|
-
|
0
|
*Amounts are subject to adjustment to reflect stock dividends, stock splits, or other relevant changes in capitalization.
In addition, the Company has an employee stock purchase plan that allows employees to purchase stock at a 5% discount up to a maximum of 10% of their
gross compensation. Under this plan, 58,007 authorized shares remain unissued as of December 31, 2020.
The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" of the 2021 Proxy Statement is incorporated
herein by reference.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
The information set forth under the caption “Director Independence” of the 2021 Proxy Statement is incorporated herein by reference.
|
Item 14.
|
Principal Accounting Fees and Services.
|
The information set forth under the caption "Principal Accountant’s Fees and Services" of the 2021 Proxy Statement is incorporated herein by reference.
Page 52
PART IV
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
|
(a)
|
Certain documents filed as part of the Form 10-K.
|
|
1.
|
The financial statements set forth under
Item 8
of this Form 10-K.
|
|
Report of Independent Registered Public Accounting Firm
|
|
Balance Sheets as of December 31, 2020 and 2019
|
|
Statements of Income for Years Ended December 31, 2020 and 2019
|
|
Statements of Common Stockholders’ Equity for Years Ended December 31, 2020 and 2019
|
|
Statements of Cash Flows for Years Ended December 31, 2020 and 2019
|
|
Notes to Financial Statements
|
|
2.
|
Financial Statement schedules.
|
|
Schedule
|
Schedule
|
Page
|
|
Number
|
Description
|
Number
|
The report of the Company's independent registered public accounting firm with respect to the financial statement schedule appears on
page 21
.
All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the
notes thereto, or is not applicable or required.
|
3.
|
Exhibits required by Item 601 of Regulation S-K.
|
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
|
Page 53
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
10.1
|
Articles of Agreement Between The York Water Company and Springettsbury Township relative to Extension of Water Mains dated April 17, 1985
|
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company's 1989 Form 10-K.
|
||
|
10.2
|
Note Agreement relative to the $6,500,000 10.05% Senior Notes, Series C dated August 15, 1990
|
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.6 to the Company's 1990 Form 10-K.
|
||
|
10.3
|
Note Agreement relative to the $7,500,000 8.43% Senior Notes, Series D dated December 15, 1992
|
Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.7 to the Company's 1992 Form 10-K.
|
||
|
|
||||
|
|
||||
|
|
||||
|
|
||||
Page 54
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
||||
|
10.9
*
|
||||
|
|
||||
|
|
||||
|
|
||||
|
10.14
*
|
|
|
||
|
10.15
*
|
|
|
Page 55
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
|
|
|||
|
|
||||
|
|
||||
Page 56
|
Exhibit
Number
|
Exhibit
Description
|
Page Number of
Incorporation
By Reference
|
||
|
101.INS
|
XBRL Instance Document
|
Filed herewith.
|
||
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
Filed herewith.
|
||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith.
|
||
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith.
|
||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
Filed herewith.
|
||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith.
|
||
|
* Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant
|
||||
|
to Item 15(a)(3) of this Annual Report.
|
||||
|
Item 16.
|
Form 10-K Summary.
|
None.
Page 57
THE YORK WATER COMPANY
For the Two Years Ended December 31, 2020
|
|
Additions
|
|||||||||||||||||||
|
Description
|
Balance at
Beginning
of Year
|
Charged to
Cost and
Expenses
|
Recoveries
|
Deductions
|
Balance at
End of Year
|
|||||||||||||||
|
For the Year Ended
December 31, 2020
Reserve for
uncollectible accounts
|
$
|
305,000
|
$
|
613,556
|
$
|
54,653
|
$
|
318,209
|
$
|
655,000
|
||||||||||
|
For the Year Ended
December 31, 2019
Reserve for
uncollectible accounts
|
$
|
305,000
|
$
|
258,542
|
$
|
51,900
|
$
|
310,442
|
$
|
305,000
|
||||||||||
The Deductions column above represents write-offs of accounts receivable during the applicable year.
Page 58
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
THE YORK WATER COMPANY
|
|
|
(Registrant)
|
|
|
Dated:
March 8, 2021
|
By:
/s/ Joseph T. Hand
|
|
Joseph T. Hand
|
|
|
President and CEO
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
|
By:
/s/ Joseph T. Hand
|
By:
/s/ Matthew E. Poff
|
|
Joseph T. Hand
|
Matthew E. Poff
|
|
(Principal Executive Officer and Director)
|
(Principal Accounting Officer and Chief Financial Officer)
|
|
Dated:
March 8, 2021
|
Dated:
March 8, 2021
|
|
Directors:
|
Date:
|
|
By:
/s/ Cynthia A. Dotzel
|
March 8, 2021
|
|
Cynthia A. Dotzel
|
|
|
By:
/s/ Michael W. Gang
|
March 8, 2021
|
|
Michael W. Gang
|
|
|
By:
/s/ Joseph T. Hand
|
March 8, 2021
|
|
Joseph T. Hand
|
|
|
By:
/s/ Jeffrey R. Hines
|
March 8, 2021
|
|
Jeffrey R. Hines
|
|
|
By:
/s/ George W. Hodges
|
March 8, 2021
|
|
George W. Hodges
|
|
|
By:
/s/ George Hay Kain, III
|
March 8, 2021
|
|
George Hay Kain, III
|
|
|
By:
/s/ Jody L. Keller
|
March 8, 2021
|
|
Jody L. Keller
|
|
|
By:
/s/ Erin C. McGlaughlin
|
March 8, 2021
|
|
Erin C. McGlaughlin
|
|
|
By:
/s/ Robert P. Newcomer
|
March 8, 2021
|
|
Robert P. Newcomer
|
|
|
By:
/s/ Steven R. Rasmussen
|
March 8, 2021
|
|
Steven R. Rasmussen
|
|
|
By:
/s/ Ernest J. Waters
|
March 8, 2021
|
|
Ernest J. Waters
|
Page 59
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary