UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| | |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended September 30, 2026 |
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from __________to____________ |
Commission file number 001-34245
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
| |
| Pennsylvania | 23-1242500 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 130 East Market Street, York, Pennsylvania | 17401 |
| (Address of principal executive offices) | (Zip Code) |
| | |
Registrant’s telephone number, including area code (717) 845-3601
Securities registered pursuant to Section 12(b) of the Act:
| | |
| Common Stock, No par value | YORW | The Nasdaq Global Select Market |
| (Title of Class) | (Trading Symbol) | (Name of Each Exchange on Which Registered) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| | | | |
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
| | | |
| Smaller reporting company ☒ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | |
| Common stock, No par value | 16,241,275 Shares outstanding as of November 6, 2026 |
TABLE OF CONTENTS
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PART I
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Financial Information
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Item 1.
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Financial Statements
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3
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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27
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Item 4.
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Controls and Procedures
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27
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PART II
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Other Information
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Item 5.
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Other Information
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28
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Item 6.
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Exhibits
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29
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Signatures
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30
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THE YORK WATER COMPANY
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets (Unaudited)
(In thousands of dollars, except per share amounts)
| | | | | | | | |
| | | Sep. 30, 2026 | | | | Dec. 31, 2025 | |
| | | | | | | | |
| ASSETS | | | | | | | |
| UTILITY PLANT, at original cost | $ | 750,180 | | | $ | 711,121 | |
| Plant acquisition adjustments | | (9,965 | ) | | | (9,761 | ) |
| Accumulated depreciation | | (141,982 | ) | | | (132,934 | ) |
| Net utility plant | | 598,233 | | | | 568,426 | |
| | | | | | | | |
OTHER PHYSICAL PROPERTY, net of accumulated depreciation of $599 in 2026 and $573 in 2025 | | 1,482 | | | | 1,500 | |
| | | | | | | | |
| CURRENT ASSETS: | | | | | | | |
| Cash and cash equivalents | | 1 | | | | 1 | |
Accounts receivable, net of reserves of $2,000 in 2026 and $1,710 in 2025 | | 9,235 | | | | 8,572 | |
| Unbilled revenues | | 4,558 | | | | 3,833 | |
| Recoverable income taxes | | 626 | | | | 1,054 | |
| Materials and supplies inventories, at cost | | 3,153 | | | | 3,361 | |
| Prepaid expenses | | 2,287 | | | | 1,621 | |
| Total current assets | | 19,860 | | | | 18,442 | |
| | | | | | | | |
| OTHER LONG-TERM ASSETS: | | | | | | | |
| Prepaid pension cost | | 28,543 | | | | 27,969 | |
| Note receivable | | 213 | | | | 255 | |
| Deferred regulatory assets | | 62,830 | | | | 59,297 | |
| Other assets | | 5,191 | | | | 4,999 | |
| Total other long-term assets | | 96,777 | | | | 92,520 | |
| | | | | | | | |
| Total Assets | $ | 716,352 | | | $ | 680,888 | |
The accompanying notes are an integral part of these statements.
THE YORK WATER COMPANY
Balance Sheets (Unaudited)
(In thousands of dollars, except per share amounts)
| | | | | | | | |
| | | Sep. 30, 2026 | | | | Dec. 31, 2025 | |
| | | | | | | | |
| STOCKHOLDERS' EQUITY AND LIABILITIES | | | | | | | |
| COMMON STOCKHOLDERS' EQUITY: | | | | | | | |
Common stock, no par value, authorized 46,500,000 shares, issued and outstanding 16,239,135 shares in 2026 and 14,446,581 shares in 2025 | $ | 188,829 | | | $ | 139,952 | |
| Retained earnings | | 109,940 | | | | 100,395 | |
| Total common stockholders' equity | | 298,769 | | | | 240,347 | |
| | | | | | | | |
| PREFERRED STOCK, authorized 500,000 shares, no shares issued | | - | | | | - | |
| | | | | | | | |
| LONG-TERM DEBT | | 194,260 | | | | 221,900 | |
| | | | | | | | |
| COMMITMENTS | | - | | | | - | |
| | | | | | | | |
| CURRENT LIABILITIES: | | | | | | | |
| Short-term borrowings | | - | | | | 10,000 | |
| Current portion of long-term debt | | 340 | | | | 330 | |
| Accounts payable | | 9,515 | | | | 8,423 | |
| Dividends payable | | 3,475 | | | | 3,032 | |
| Accrued compensation and benefits | | 2,138 | | | | 1,879 | |
| Accrued interest | | 1,317 | | | | 2,490 | |
| Deferred regulatory liabilities | | 985 | | | | 889 | |
| Other accrued expenses | | 522 | | | | 584 | |
| Total current liabilities | | 18,292 | | | | 27,627 | |
| | | | | | | | |
| DEFERRED CREDITS: | | | | | | | |
| Customers' advances for construction | | 29,315 | | | | 22,357 | |
| Deferred income taxes | | 73,476 | | | | 67,276 | |
| Deferred employee benefits | | 3,610 | | | | 3,546 | |
| Deferred regulatory liabilities | | 46,422 | | | | 46,298 | |
| Other deferred credits | | 119 | | | | 479 | |
| Total deferred credits | | 152,942 | | | | 139,956 | |
| | | | | | | | |
| Contributions in aid of construction | | 52,089 | | | | 51,058 | |
| | | | | | | | |
| Total Stockholders' Equity and Liabilities | $ | 716,352 | | | $ | 680,888 | |
The accompanying notes are an integral part of these statements.
THE YORK WATER COMPANY
Statements of Income (Unaudited)
(In thousands of dollars, except per share amounts)
| | | | | | | | | | | | | | | |
| | Three Months | | Nine Months |
| | Ended September 30 | | Ended September 30 |
| | | 2026 | | | | 2025 | | | | 2026 | | | | 2025 | |
| | | | | | | | | | | | | | | | |
| OPERATING REVENUES: | $ | 24,333 | | | $ | 20,361 | | | $ | 67,922 | | | $ | 58,016 | |
| | | | | | | | | | | | | | | | |
| OPERATING EXPENSES: | | | | | | | | | | | | | | | |
| Operation and maintenance | | 6,073 | | | | 5,364 | | | | 18,019 | | | | 15,398 | |
| Administrative and general | | 3,607 | | | | 3,070 | | | | 10,767 | | | | 9,331 | |
| Depreciation and amortization | | 3,677 | | | | 3,568 | | | | 10,990 | | | | 10,638 | |
| Taxes other than income taxes | | 441 | | | | 445 | | | | 1,450 | | | | 1,366 | |
| | | 13,798 | | | | 12,447 | | | | 41,226 | | | | 36,733 | |
| | | | | | | | | | | | | | | | |
| Operating income | | 10,535 | | | | 7,914 | | | | 26,696 | | | | 21,283 | |
| | | | | | | | | | | | | | | | |
| OTHER INCOME (EXPENSES): | | | | | | | | | | | | | | | |
| Interest on debt | | (2,199 | ) | | | (2,615 | ) | | | (7,196 | ) | | | (7,555 | ) |
| Allowance for funds used during construction | | 443 | | | | 218 | | | | 1,049 | | | | 594 | |
| Other pension costs | | 130 | | | | 133 | | | | 390 | | | | 398 | |
| Other income (expenses), net | | (95 | ) | | | (32 | ) | | | (375 | ) | | | (307 | ) |
| | (1,721 | ) | | | (2,296 | ) | | | (6,132 | ) | | | (6,870 | ) |
| | | | | | | | | | | | | | | | |
| Income before income taxes | | 8,814 | | | | 5,618 | | | | 20,564 | | | | 14,413 | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | | 1,005 | | | | (583 | ) | | | 326 | | | | (478 | ) |
| | | | | | | | | | | | | | | |
| Net Income | $ | 7,809 | | | $ | 6,201 | | | $ | 20,238 | | | $ | 14,891 | |
| | | | | | | | | | | | | | | |
| Basic Earnings Per Share | $ | 0.48 | | | $ | 0.43 | | | $ | 1.30 | | | $ | 1.03 | |
| | | | | | | | | | | | | | | |
| Diluted Earnings Per Share | $ | 0.48 | | | $ | 0.43 | | | $ | 1.30 | | | $ | 1.03 | |
The accompanying notes are an integral part of these statements.
THE YORK WATER COMPANY
Statements of Common Stockholders' Equity (Unaudited)
(In thousands of dollars, except per share amounts)
For the Periods Ended September 30, 2026 and 2025
| | | | | | | | | | | | | | | |
| | | Common | | | | Common | | | | | | | | | |
| | | Stock | | | | Stock | | | | Retained | | | | | |
| | | Shares | | | | Amount | | | | Earnings | | | | Total | |
| | | | | | | | | | | | | | | | |
| Balance, June 30, 2026 | | 16,227,737 | | | $ | 188,444 | | | $ | 105,832 | | | $ | 294,276 | |
| Net income | | - | | | | - | | | | 7,809 | | | | 7,809 | |
| Cash dividends declared, $0.2280 per share | | - | | | | - | | | | (3,701 | ) | | | (3,701 | ) |
| Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans | | 11,398 | | | | 342 | | | | - | | | | 342 | |
| Stock-based compensation | | - | | | | 43 | | | | - | | | | 43 | |
| Balance, September 30, 2026 | | 16,239,135 | | | $ | 188,829 | | | $ | 109,940 | | | $ | 298,769 | |
| | | | | | | | | | | | | | | | |
| Balance, December 31, 2025 | | 14,446,581 | | | $ | 139,952 | | | $ | 100,395 | | | $ | 240,347 | |
| Net income | | - | | | | - | | | | 20,238 | | | | 20,238 | |
| Cash dividends declared, $0.6840 per share | | - | | | | - | | | | (10,693 | ) | | | (10,693 | ) |
| Issuance of common stock | | 1,750,000 | | | | 47,634 | | | | - | | | | 47,634 | |
| Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans | | 35,919 | | | | 1,084 | | | | - | | | | 1,084 | |
| Stock-based compensation | | 6,635 | | | | 159 | | | | - | | | | 159 | |
| Balance, September 30, 2026 | | 16,239,135 | | | $ | 188,829 | | | $ | 109,940 | | | $ | 298,769 | |
| | | | | | | | | | | | | | | |
| | | Common | | | | Common | | | | | | | | | |
| | | Stock | | | | Stock | | | | Retained | | | | | |
| | | Shares | | | | Amount | | | | Earnings | | | | Total | |
| | | | | | | | | | | | | | | | |
| Balance, June 30, 2025 | | 14,420,319 | | | $ | 139,071 | | | $ | 95,480 | | | $ | 234,551 | |
| Net income | | - | | | | - | | | | 6,201 | | | | 6,201 | |
| Cash dividends declared, $0.2192 per share | | - | | | | - | | | | (3,162 | ) | | | (3,162 | ) |
| Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans | | 13,168 | | | | 390 | | | | - | | | | 390 | |
| Stock-based compensation | | (12 | ) | | | 41 | | | | - | | | | 41 | |
| Balance, September 30, 2025 | | 14,433,475 | | | $ | 139,502 | | | $ | 98,519 | | | $ | 238,021 | |
| | | | | | | | | | | | | | | | |
| Balance, December 31, 2024 | | 14,386,282 | | | $ | 138,089 | | | $ | 93,103 | | | $ | 231,192 | |
| Net income | | - | | | | - | | | | 14,891 | | | | 14,891 | |
| Cash dividends declared, $0.6576 per share | | - | | | | - | | | | (9,475 | ) | | | (9,475 | ) |
| Issuance of common stock under
dividend reinvestment, direct stock and
employee stock purchase plans | | 38,965 | | | | 1,202 | | | | - | | | | 1,202 | |
| Stock-based compensation | | 8,228 | | | | 211 | | | | - | | | | 211 | |
| Balance, September 30, 2025 | | 14,433,475 | | | $ | 139,502 | | | $ | 98,519 | | | $ | 238,021 | |
The accompanying notes are an integral part of these statements.
THE YORK WATER COMPANY
Statements of Cash Flows (Unaudited)
(In thousands of dollars, except per share amounts)
| | | | | | | | |
| | Nine Months |
| | Ended September 30 |
| | | 2026 | | | | 2025 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | |
| Net income | $ | 20,238 | | | $ | 14,891 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| Depreciation and amortization | | 10,990 | | | | 10,638 | |
| Stock-based compensation | | 159 | | | | 211 | |
| Decrease in deferred income taxes | | (145 | ) | | | (482 | ) |
| Other | | 592 | | | | 344 | |
| Changes in assets and liabilities: | | | | | | | |
| Increase in accounts receivable and unbilled revenues | | (3,602 | ) | | | (893 | ) |
| (Increase) decrease in recoverable income taxes | | 428 | | | | (466 | ) |
| Increase in materials and supplies inventories, prepaid expenses, prepaid pension cost,
deferred regulatory and other assets | | (6,401 | ) | | | (6,471 | ) |
| Increase in accounts payable, accrued compensation and benefits, other accrued expenses,
deferred employee benefits, deferred regulatory liabilities, and other deferred credits | | 6,737 | | | | 4,830 | |
| Decrease in accrued interest | | (1,173 | ) | | | (1,170 | ) |
| Net cash provided by operating activities | | 27,823 | | | | 21,432 | |
| | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | |
Utility plant additions, including debt portion of allowance for funds used during construction of $586 in 2026 and $332 in 2025 | | (36,233 | ) | | | (37,102 | ) |
| Acquisitions of wastewater systems | | (470 | ) | | | - | |
| Decrease in note receivable | | 42 | | | | - | |
| Cash received from surrender of life insurance policies | | 1,299 | | | | - | |
| Net cash used in investing activities | | (35,362 | ) | | | (37,102 | ) |
| | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | |
| Customers' advances for construction and contributions in aid of construction | | 9,463 | | | | 4,006 | |
| Repayments of customer advances | | (1,474 | ) | | | (574 | ) |
| Proceeds of long-term debt issues | | 39,502 | | | | 43,712 | |
| Repayments of long-term debt | | (67,272 | ) | | | (22,090 | ) |
| Repayments under short-term agreements | | (10,000 | ) | | | - | |
| Changes in cash overdraft position | | (1,148 | ) | | | (1,130 | ) |
| Issuance of common stock | | 48,718 | | | | 1,202 | |
| Dividends paid | | (10,250 | ) | | | (9,456 | ) |
| Net cash provided by financing activities | | 7,539 | | | | 15,670 | |
| | | | | | | | |
| Net change in cash and cash equivalents | | - | | | | - | |
| Cash and cash equivalents at beginning of period | | 1 | | | | 1 | |
| Cash and cash equivalents at end of period | $ | 1 | | | $ | 1 | |
| | | | | | | | |
| Supplemental disclosures of cash flow information: | | | | | | | |
| Cash paid during the period for: | | | | | | | |
| Interest, net of amounts capitalized | $ | 7,760 | | | $ | 8,202 | |
| Income taxes | | - | | | | 470 | |
| | | | | | | | |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | |
| Accounts payable includes $5,773 in 2026 and $3,089 in 2025 for the construction of utility plant. | | | | | | | |
The accompanying notes are an integral part of these statements.
THE YORK WATER COMPANY
Notes to Interim Financial Statements
(In thousands of dollars, except per share amounts)
1. Basis of Presentation
The interim financial statements are unaudited
but, in the opinion of management, reflect all adjustments, consisting of only
normal recurring accruals, necessary for a fair presentation of results for
such periods. Because the financial
statements cover an interim period, they do not include all disclosures and
notes normally provided in annual financial statements, and therefore, should
be read in conjunction with the financial statements and notes thereto contained
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Operating results for the three and nine months
ended September 30, 2026 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2026.
2. Acquisitions
On
January 28, 2026, the Company completed the acquisition of the wastewater collection and treatment assets of CMV
Sewage Co., Inc. in Chanceford Township, York County, Pennsylvania. The Company began operating the existing
wastewater collection and treatment assets on February 2, 2026. The acquisition resulted in
the addition of approximately 280 wastewater customers with purchase price and
acquisition costs of approximately $417, which is less than the depreciated
original cost of the assets. The Company
recorded a negative acquisition adjustment of $46 and will seek approval from
the Pennsylvania Public Utility Commission, or PPUC,
to amortize the acquisition adjustment over the remaining life of the acquired
assets. This acquisition is immaterial
to Company results.
On March 30, 2026, the Company completed the acquisition of the
wastewater collection and treatment assets of Pine Run Retirement Community in
Hamilton Township, Adams County, Pennsylvania.
The Company began operating the existing wastewater collection and
treatment assets on April 1, 2026. The
acquisition resulted in the addition of approximately 100 wastewater customers
with purchase price and acquisition costs of approximately $53, which is less
than the depreciated original cost of the assets. The Company recorded a negative acquisition
adjustment of $237 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.
3. Accounts Receivable and Unbilled Revenue
Accounts receivable are summarized in the following table:
| | | | | | | | | | | | |
| | | | As of | | | | As of | | | | | |
| | | | Sep. 30, 2026 | | | | Dec. 31, 2025 | | | | Change | |
| | | | | | | | | | | | | |
| Accounts receivable – customers | | $ | 10,973 | | | $ | 8,761 | | | $ | 2,212 | |
| Life insurance receivable | | | - | | | | 1,299 | | | | (1,299 | ) |
| Other receivables | | | 262 | | | | 222 | | | | 40 | |
| | | | 11,235 | | | | 10,282 | | | | 953 | |
| Less allowance for doubtful accounts | | | (2,000 | ) | | | (1,710 | ) | | | (290 | ) |
| Accounts receivable, net | | $ | 9,235 | | | $ | 8,572 | | | $ | 663 | |
| | | | | | | | | | | | | |
| Unbilled revenue | | $ | 4,558 | | | $ | 3,833 | | | $ | 725 | |
Differences in timing of revenue recognition,
billings, and cash collections result in receivables. Generally, billing occurs subsequent to
revenue recognition, resulting in unbilled revenue on the balance sheet. The Company does not receive advances or
deposits from customers before revenue is recognized so no contract liabilities
are reported. Accounts receivable are
recorded when the right to consideration becomes unconditional and are
presented separately on the balance sheet.
The changes in accounts receivable – customers and in unbilled revenue
were primarily due to the normal timing difference between performance and the
customer’s payments.
4. Common Stock and Earnings Per Share
Net income of $7,809 and $6,201 for the three months ended September
30, 2026 and 2025, respectively, and $20,238 and $14,891 for the nine months
ended September 30, 2026 and 2025, respectively, is used to calculate both
basic and diluted earnings per share.
Basic earnings per share is based on the weighted average number of
common shares outstanding. Diluted
earnings per share is based on the weighted average number of common shares
outstanding plus potentially dilutive shares.
The dilutive effect of employee stock-based compensation is included in
the computation of diluted earnings per share and is calculated using the
treasury stock method and expected proceeds upon exercise or issuance of the
stock-based compensation.
The following table summarizes the shares used in computing basic and diluted earnings per share:
| | | | | | | | | | | | | | | | |
| | | Three Months | | Nine Months |
| | | Ended September 30 | | Ended September 30 |
| | | | 2026 | | | | 2025 | | | | 2026 | | | | 2025 | |
| | | | | | | | | | | | | | | | | |
| Weighted average common shares, basic | | | 16,218,199 | | | | 14,412,114 | | | | 15,519,845 | | | | 14,396,599 | |
| Effect of dilutive securities: | | | | | | | | | | | | | | | | |
| Employee stock-based compensation | | | 1,153 | | | | 38 | | | | 525 | | | | 55 | |
| Weighted average common shares, diluted | | | 16,219,352 | | | | 14,412,152 | | | | 15,520,370 | | | | 14,396,654 | |
On April 17, 2026, the Company closed an underwritten public offering of 1,521,739 shares of its common stock, with an offering price of $28.50 per share. On April 22, 2026, the Company closed on the full exercise of the underwriters’ option to purchase an additional 228,261 shares of its common stock at the same price. Huntington Capital Markets acted as sole book-running manager and Seaport Global Securities acted as co-manager for the offering. The Company received net proceeds in the offering, after deducting offering expenses and underwriters’ discounts and commissions, of $47,634. The net proceeds were used to repay the Company’s short-term borrowings under its term loan and borrowings under its line of credit agreement incurred to fund capital expenditures and acquisitions, and for general corporate purposes.
On March 11, 2013, the Board of Directors, or the Board, authorized a share repurchase program granting the Company authority to repurchase up to 1,200,000 shares of the Company’s common stock from time to time. The stock repurchase program has no specific end date and the Company may repurchase shares in the open market or through privately negotiated transactions. The Company may suspend or discontinue the repurchase program at any time. No shares were repurchased during the three or nine months ended September 30, 2026 and 2025. As of September 30, 2026, 618,004 shares remain authorized for repurchase.
5. Debt
| | | | | | | | | |
| | | | | | | | | |
| | | | As of | | | | As of | |
| | | | September 30, 2026 | | | | December 31, 2025 | |
| | | | | | | | | |
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 | | | 9,670 | | | | 10,000 | |
| 4.54% Senior Notes, due 2049 | | | 20,000 | | | | 20,000 | |
| 3.24% Senior Notes, due 2050 | | | 30,000 | | | | 30,000 | |
| 5.50% Senior Notes, due 2053 | | | 40,000 | | | | 40,000 | |
| 5.67% Senior Notes, due 2054 | | | 40,000 | | | | 40,000 | |
| Committed Line of Credit, due September 2028 | | | 4,850 | | | | 32,290 | |
| Total long-term debt | | | 196,890 | | | | 224,660 | |
| Less discount on issuance of long-term debt | | | (116 | ) | | | (124 | ) |
| Less unamortized debt issuance costs | | | (2,174 | ) | | | (2,306 | ) |
| Less current maturities | | | (340 | ) | | | (330 | ) |
| Long-term portion | | $ | 194,260 | | | $ | 221,900 | |
In the third quarter of 2026,
the Company renewed its committed line of credit and extended the maturity date
to September 2028. No other terms or
conditions of the line of credit agreement were modified.
6. Interest Rate Swap Agreement
The Company is exposed to certain risks relating
to its ongoing business operations. The
primary risk managed by using derivative instruments is interest rate
risk. The Company utilizes an interest
rate swap agreement to effectively convert the Company’s $12,000 variable-rate
debt issue to a fixed rate. Interest
rate swaps are contracts in which a series of interest rate cash flows are
exchanged over a prescribed period. The notional
amount on which the interest payments are based ($12,000) is not
exchanged. The interest rate swap
provides that the Company pays the counterparty a fixed interest rate of 3.16%
on the notional amount of $12,000. In
exchange, the counterparty pays the Company a variable interest rate based on 59%
of the daily simple Secured Overnight Financing Rate plus a spread adjustment
of 11.448 basis points on the notional amount.
The intent is for the variable rate received from the swap counterparty
to approximate the variable rate the Company pays to bondholders on its
variable rate debt issue, resulting in a fixed rate being paid to the swap
counterparty and reducing the Company’s interest rate risk. The Company’s net payment rate on the swap averaged
0.94% and 0.54% for the three months ended September 30, 2026 and 2025,
respectively, and 0.94% and 0.53% for the nine months ended September 30, 2026
and 2025, respectively.
The
interest rate swap agreement is classified as a financial derivative used for
non-trading activities. The accounting
standards regarding accounting for derivatives and hedging activities require
companies to recognize all derivative instruments as either assets or
liabilities at fair value on the balance sheet.
In accordance with the standards, the interest rate swap is recorded on
the balance sheet in other deferred credits at fair value (see Note 7).
The
Company uses regulatory accounting treatment rather than hedge accounting to
defer the unrealized gains and losses on its interest rate swap. These unrealized gains and losses are
recorded as a regulatory asset or regulatory liability. Based on current ratemaking treatment, the
Company expects the unrealized gains and losses to be recognized in rates as a
component of interest expense as the swap settlements occur. Swap settlements are recorded in the income
statement with the hedged item as interest expense. Swap settlements
resulted in the reclassification from regulatory assets to interest expense of
$28 and $16 for the three months ended September 30, 2026 and 2025,
respectively, and $84 and $48 for the nine months ended September 30, 2026 and
2025, respectively. The overall swap
result was a (gain) loss of $(151) and $1 for the three months ended September 30,
2026 and 2025, respectively, and $(276) and $170 for the nine months ended September
30, 2026 and 2025, respectively. The
Company expects to reclassify $57 before tax from regulatory assets to interest
expense as a result of swap settlements over the next 12 months.
The interest rate swap agreement contains
provisions that require the Company to maintain a credit rating of at least
BBB- with Standard & Poor’s. If the
Company’s rating were to fall below this rating, it would be in violation of
these provisions, and the counterparty to the derivative could request
immediate payment if the derivative was in a liability position. On June 30, 2026, Standard & Poor’s
affirmed the Company’s credit rating at A-, with a stable outlook and adequate
liquidity. The Company’s interest rate
swap was in a liability position as of September 30, 2026. If a violation due to credit rating, or some
other default provision, were triggered on September 30, 2026, the Company
would have been required to pay the counterparty approximately $120.
The
interest rate swap will expire on October 1, 2029. Other than the interest rate swap, the
Company has no other derivative instruments.
7. Fair Value of Financial Instruments
The accounting standards regarding fair value
measurements establish a fair value hierarchy which indicates the extent to
which inputs used in measuring fair value are observable in the market. Level 1 inputs include quoted prices for
identical instruments and are the most observable. Level 2 inputs include quoted prices for
similar assets and observable inputs such as interest rates, commodity rates
and yield curves. Level 3 inputs are not
observable in the market and include management’s own judgments about the
assumptions market participants would use in pricing the asset or liability.
The Company has recorded its interest rate swap liability at fair value in accordance with the standards. The liability is recorded under the caption “Other deferred credits” on the balance sheet. The table below illustrates the fair value of the interest rate swap as of the end of the reporting period.
| | |
| | | |
| | | Fair Value Measurements |
| | | at Reporting Date Using |
| Description | September 30, 2026 | Significant Other Observable Inputs (Level 2) |
| Interest Rate Swap | $119 | $119 |
Fair values are measured as the present value of all
expected future cash flows based on the 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 September 30, 2026. 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 September 30, 2026. The use of the Company’s
credit quality resulted in a reduction in the swap liability of $1 as of September
30, 2026. The fair value of the swap
reflecting the Company’s credit quality as of December 31, 2025 is shown in the
table below.
| | | |
| | | Fair Value Measurements |
| | | at Reporting Date Using |
| Description | December 31, 2025 | Significant Other Observable Inputs (Level 2) |
| Interest Rate Swap | $479 | $479 |
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 $196,890 at September 30, 2026,
and $224,660 at December 31, 2025, had an estimated fair value of approximately
$157,000 and $207,000, respectively. The
estimated fair value of debt was calculated using a discounted cash flow
technique that incorporates a market interest yield curve with adjustments for
duration and risk profile. These inputs
to this calculation are deemed to be Level 2 inputs. The Company recognized its credit rating in
determining the yield curve and did not factor in third-party credit
enhancements including the letter of credit on the 2008 Pennsylvania Economic
Development Financing Authority Series A issue.
Customers’ advances for construction and note
receivable had carrying values at September 30, 2026
of $29,315 and $213, respectively. At
December 31, 2025, customers’ advances for construction and note receivable had
carrying values of $22,357 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
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 date of the agreement. The tariff modification allowed the Company
to replace customer-owned service lines at its own initial cost. The Company recorded 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 $2,093 and $2,087
through September 30, 2026 and December 31, 2025, respectively, and is included
as a regulatory asset. The tariff
modification expired on March 8, 2026. The
Company has filed a Lead Service Line Replacement Plan with the PPUC and is
awaiting a decision. If approved, the
plan would establish the requirements for, and the associated cost recovery
mechanisms related to, the future replacement of customer‑owned lead service
lines.
9. Revenue Recognition
The following table shows the Company’s operating revenues disaggregated by service and customer type.
| | | | | | | | | | | | | | | | |
| | | Three Months | | Nine Months |
| | | Ended September 30 | | Ended September 30 |
| | | | 2026 | | | | 2025 | | | | 2026 | | | | 2025 | |
| Water utility service: | | | | | | | | | | | | | | | | |
| Residential | | $ | 12,870 | | | $ | 11,343 | | | $ | 36,547 | | | $ | 32,219 | |
| Commercial and industrial | | | 7,021 | | | | 5,592 | | | | 18,884 | | | | 15,742 | |
| Fire protection | | | 1,400 | | | | 1,240 | | | | 4,064 | | | | 3,644 | |
| Wastewater utility service: | | | | | | | | | | | | | | | | |
| Residential | | | 2,295 | | | | 1,695 | | | | 6,400 | | | | 4,891 | |
| Commercial and industrial | | | 565 | | | | 334 | | | | 1,498 | | | | 1,028 | |
| Billing and revenue collection services | | | 20 | | | | 18 | | | | 59 | | | | 61 | |
| Collection services | | | 17 | | | | 9 | | | | 42 | | | | 42 | |
| Other revenue | | | 34 | | | | 15 | | | | 110 | | | | 44 | |
| Total Revenue from Contracts with Customers | | | 24,222 | | | | 20,246 | | | | 67,604 | | | | 57,671 | |
| Rents from regulated property | | | 111 | | | | 115 | | | | 318 | | | | 345 | |
| Total Operating Revenue | | $ | 24,333 | | | $ | 20,361 | | | $ | 67,922 | | | $ | 58,016 | |
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.
The Company has a low-income bill discount program pursuant to an order
by the PPUC whereby a limited number of qualified low-income water customers
are not billed the fixed charge. Each
customer is invoiced every month and the invoice is due within twenty
days. The utility service has no returns
or warranties associated with it. No
revenue is recognized from performance obligations satisfied in prior periods
and no performance obligations remain unsatisfied as of the end of the
reporting period. A contract asset for
unbilled revenue is recognized for the passage of time and the actual or
estimated usage from the latest meter reading to the end of the accounting
period. The methodology is standardized
and consistently applied to reduce bias and the need for judgment.
Billing and Revenue Collection Service
The
Company provides billing and revenue collection service as distinct performance
obligations to two municipalities within the service territory of the
Company. The municipalities provide
service to their residents and the Company acts as the billing and revenue
collection agent for the municipalities.
The transaction price is a fixed amount per bill prepared as established
in the contract. There is no variable
consideration. Due to the fact that both
the billing performance obligation and the revenue collection performance
obligation are materially complete by the end of the reporting period, the
Company does not allocate the transaction price between the two performance
obligations. The performance obligations
are satisfied at a point in time when the bills are sent as the municipalities
receive all the benefits and bear all of the risk of non-collection at that
time. Each municipality is invoiced when
the bills are complete and the invoice is due within thirty days. The billing and revenue collection service
has no returns or warranties associated with it. No revenue is recognized from performance
obligations satisfied in prior periods and no performance obligations remain
unsatisfied as of the end of the reporting period.
Collection Service
The Company provides collection service as a distinct and single performance obligation to several municipalities within the service territory of the Company. The municipalities provide wastewater service to their residents. If those residents are delinquent in paying for their wastewater service, the municipalities request that the Company post for and shut off the supply of water to the premises of those residents. When the resident is no longer delinquent, the Company will restore water service to the premises. The transaction price for each posting, each shut off, and each restoration is a fixed amount as established in the contract. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied at a point in time when the posting, shut off, or restoration is completed as the municipalities receive all the benefits in the form of payment or no longer providing wastewater service. Each municipality is invoiced periodically for the posting, shut offs, and restorations that have been completed since the last billing and the invoice is due within thirty days. The collection service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for postings, shut offs, and restorations that have been completed from the last billing to the end of the accounting period.
Service Line Protection Plan
In
2026, the Company partnered with a third-party vendor that provides homeowners
with repair services for domestic infrastructure and related systems. Under this arrangement, the third-party
vendor is solely responsible for administering the program and providing
services to participating customers. The
Company earns a commission based on fees received by the third-party vendor
from customers referred by the Company. Commission
revenue is recognized as earned in accordance with the terms of the agreement. The Company has determined that it acts as an
agent in the arrangement and therefore recognizes revenue on a net basis equal
to the commission earned. The Company began
recognizing commission revenue related to this arrangement in the third quarter
of 2026. Prior to this partnership, the
Company provided service line protection as a distinct and single performance
obligation to water customers that chose to participate. The transaction price was detailed in the
plan’s terms and conditions and made publicly available. There was no variable consideration. Due to the fact that the contract included a
single performance obligation, no judgment was required to allocate the
transaction price. The performance
obligation was satisfied over time through the continuous provision of service
line protection through a stand-ready obligation to perform. The Company used an output method to
recognize the service line protection revenue over time. The stand-ready obligation was recognized
through the passage of time. A customer
had a choice to prepay for an entire year or to pay in advance each month. The service line protection plan had no
returns or extended warranties associated with it. No revenue was recognized from performance
obligations satisfied in prior periods and no material performance obligations
remained unsatisfied as of the end of the reporting period. The Company has recognized all revenue
related to this plan as of September 30, 2026.
Management does not expect this change in business operations to have a
material impact on the Company's revenue, results of operations, or cash flows.
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, 2025, and sought an annual
increase in water rates of $20,312 and an annual increase in wastewater rates
of $3,858. Effective March 1, 2026, the
PPUC authorized an increase in water rates designed to produce approximately
$16,000 in additional annual revenues and an increase in wastewater rates
designed to produce approximately $2,850 in additional annual revenues.
The PPUC permits water
utilities to collect a distribution system improvement charge, or DSIC. The DSIC allows the Company to add a charge
to customers’ bills for qualified replacement costs of certain infrastructure
without submitting a rate filing. This
surcharge mechanism typically adjusts periodically based on additional
qualified capital expenditures completed or anticipated in a future period. The DSIC is capped at 5% of base rates and is
reset to zero when new base rates that reflect the costs of those additions
become effective or when a utility’s earnings exceed a regulatory
benchmark. The
DSIC reset to zero when the new base rates took effect March 1, 2026. The DSIC provided revenues of $0 and $673
for the three months ended September 30, 2026 and 2025, respectively, and $279
and $1,590 for the nine months ended September 30, 2026 and 2025, respectively.
11. Pensions
Components of Net Periodic Pension Cost
| | | | | | | | | | | | | | | | |
| | | Three Months | | Nine Months |
| | | Ended September 30 | | Ended September 30 |
| | | | 2026 | | | | 2025 | | | | 2026 | | | | 2025 | |
| | | | | | | | | | | | | | | | | |
| Service cost | | $ | 130 | | | $ | 133 | | | $ | 390 | | | $ | 398 | |
| Interest cost | | | 494 | | | | 495 | | | | 1,481 | | | | 1,486 | |
| Expected return on plan assets | | | (815 | ) | | | (767 | ) | | | (2,445 | ) | | | (2,301 | ) |
| Amortization of prior service credit | | | - | | | | (4 | ) | | | - | | | | (10 | ) |
| Rate-regulated adjustment | | | 191 | | | | 143 | | | | 574 | | | | 427 | |
| Net periodic pension cost | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Pension service cost is recorded in operating expenses. All other components of net periodic pension cost are recorded as other pension costs in other income (expenses).
Employer Contributions
The
Company previously disclosed in its financial statements for the year ended
December 31, 2025 that it did not expect to contribute to its pension plans in
2026. For the nine months ended September
30, 2026,
no contributions have been made. The
Company does not expect to contribute any amounts in the final quarter of 2026.
12. Stock-Based Compensation
The
Company has a Long-Term Incentive Plan, or LTIP. The LTIP was approved by the Company’s
shareholders 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. The maximum number of shares of common stock
subject to awards that may be granted to any participant in any one calendar
year is 10,000. Shares of common stock
issued under the LTIP may be treasury shares or authorized but unissued
shares. The LTIP will be administered by
the Compensation and Human Capital Committee of the Board, or the full Board,
provided that the full Board will administer the LTIP as it relates to awards
to non-employee directors of the Company.
The LTIP was originally effective on July 1, 2016 (“2016 LTIP”), and was
amended, restated, and renamed the 2025 LTIP effective on May 6, 2025 (“2025
LTIP”). The Company filed a registration
statement with the Securities and Exchange Commission on May 6, 2025 covering
the offering of stock under the 2025 LTIP.
The registration statement added 150,000 shares to the 55,786 unissued
shares from the 2016 LTIP, which may be issued under the 2025 LTIP over ten
years.
On
May 4, 2026, the Board awarded stock to non-employee directors effective May 4,
2026. This stock award vested
immediately. On May 4, 2026, the
Compensation and Human Capital Committee awarded restricted stock to officers
and key employees effective May 4, 2026. The stock award vests ratably over three years
beginning May 4, 2026.
The restricted stock awards
provide the grantee with the rights of a shareholder, including the right to
receive dividends, subject to vesting restrictions, 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 requisite service period.
The
following tables summarize the stock grant amounts and activity for the nine months
ended September 30, 2026.
| | | | | | | |
| | | | | | | Grant Date Weighted | |
| | | Number of Shares | | | | Average Fair Value | |
| Nonvested at beginning of the period | | 9,653 | | | $ | 36.11 | |
| Granted | | 6,804 | | | $ | 29.14 | |
| Vested | | (5,568 | ) | | $ | 35.55 | |
| Forfeited | | (169 | ) | | $ | 34.58 | |
| Nonvested at end of the period | | 10,720 | | | $ | 32.00 | |
For the three months ended September 30, 2026
and 2025, the statement of income includes $43 and $41 of stock-based
compensation, respectively, and related recognized tax benefits of $12 for both
periods. For the nine months ended September
30, 2026 and 2025, the statement of income includes $159 and $211 of
stock-based compensation, respectively, and related recognized tax benefits of
$43 and $58, respectively. Total
stock-based compensation related to nonvested awards not yet recognized is $343
at September 30, 2026, which will be recognized over the remaining three-year
vesting period.
13. Income Taxes
Under the Internal Revenue Service tangible
property regulations, or TPR, the Company is permitted to deduct the costs of
certain asset improvements that were previously being capitalized and
depreciated for tax purposes as an expense on its income tax return. This ongoing deduction results in a reduction
in the effective income tax rate, a net reduction in income tax expense, and a
reduction in the amount of income taxes currently payable. It also results in increases to deferred tax
liabilities and regulatory assets representing the appropriate book and tax
basis difference on capital additions.
The Company’s effective tax rate was 11.4% and (10.4)%
for the three months ended September 30, 2026 and 2025, respectively, and 1.6%
and (3.3)% for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate will vary depending on
income before income taxes and the level of eligible asset improvements
expensed for tax purposes under TPR each period.
| | |
|
Item 2.
|
Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
(In thousands of dollars, except per share amounts)
|
Forward-looking Statements
Certain statements contained in this report on Form 10-Q constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as “may,” “should,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “objective” 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 changes 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 our common stock and the rate of those dividends.
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The forward-looking statements in this report reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently anticipates and you should not place undue reliance upon such statements, which are based only on information currently available to the Company and speak only as of the date hereof. The Company does not intend to make a public announcement when forward-looking statements in this report are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:
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changes in weather or climate, including drought conditions or extended periods of heavy precipitation;
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natural disasters, including pandemics and the effectiveness of the Company’s pandemic response;
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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, and the impact of government shutdowns;
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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, including requirements relating to compliance with increasing environmental and safety regulations;
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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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General Information
The primary business of the Company is to
impound, purify to meet or exceed safe drinking water standards and distribute
water. The Company also owns and operates
three wastewater collection systems and thirteen wastewater collection and treatment
systems. The Company operates within its
franchised water and wastewater territory, which covers portions of 58 municipalities
within four counties in south-central Pennsylvania. The Company is regulated by the Pennsylvania
Public Utility Commission, or PPUC, for both water and wastewater in the areas
of billing, payment procedures, dispute processing, terminations, service
territory, debt and equity financing and rate setting. The Company must obtain PPUC approval before
changing any practices associated with the aforementioned areas.
Water service is supplied through the Company’s
own distribution system. The Company
obtains the bulk of its water supply for its primary system for York and Adams
Counties from both the South Branch and East Branch of the Codorus Creek, which
together have an average daily flow of approximately 73.0 million gallons from
a combined watershed area of approximately 117 square miles. The Company has two reservoirs on this
primary system, Lake Williams and Lake Redman, which together hold up to
approximately 2.5 billion gallons of water.
The Company supplements these reservoirs with a 15-mile pipeline from
the Susquehanna River to Lake Redman which provides access to an additional
supply of 12.0 million gallons of untreated water per day. The Company obtains its water supply for its
system for Franklin County from the Roxbury Dam on the Conodoguinet Creek,
which has an average daily flow of approximately 26.0 million gallons from a
watershed area of approximately 33 square miles. The Company has a reservoir on this system
which holds up to approximately 330 million gallons of water. The Company also owns fifteen wells which are
capable of providing a safe yield of approximately 923,000 gallons per day to
supply water to the customers of its groundwater satellite systems in York,
Adams, and Lancaster Counties. As of September 30, 2026, the Company’s average daily
availability was 41.1 million gallons, and average daily consumption was
approximately 22.6 million gallons. The
Company’s service territory had an estimated population of 214,000 as of
December 31, 2025. Industry within
the Company’s service territory is diversified, manufacturing such items as
fixtures and furniture, electrical machinery, food products, paper, ordnance
units, textile products, air conditioning systems, laundry detergent, barbells,
and motorcycles.
The Company’s water business is somewhat
dependent on weather conditions, particularly the amount and timing of precipitation. Revenues are particularly vulnerable to
weather conditions in the summer months.
Prolonged periods of hot and dry weather generally cause increased water
usage for watering lawns, washing cars, and keeping golf courses and sports
fields irrigated. Conversely, prolonged
periods of dry weather could lead to drought restrictions from governmental
authorities. Despite the Company’s
adequate water supply, customers may be required to cut back water usage under
such drought restrictions which would negatively impact revenues. The Company has addressed some of this
vulnerability by instituting minimum customer charges which are intended to
cover fixed costs of operations under all likely weather conditions.
The Company’s business does not require large amounts of working capital and is not dependent on any single customer or a very few customers for a material portion of its business. Increases in revenues are generally dependent on the Company’s ability to obtain rate increases from the PPUC in a timely manner and in adequate amounts and to increase volumes of water sold through increased consumption and increases in the number of customers served. The Company continuously looks for water and wastewater acquisition and expansion opportunities both within and outside its current service territory as well as additional opportunities to enter into bulk water contracts with municipalities and other entities to supply water.
The Company has agreements with several municipalities to provide billing and collection services. The Company continues to review and consider opportunities to expand this initiative to further diversify the business.
Results of Operations
Three Months Ended September 30, 2026 Compared
With
Three Months Ended September 30, 2025
Net
income for the third quarter of 2026 was $7,809, an increase of $1,608, or
25.9%, from net income of $6,201 for the same period of 2025. The primary contributing factors to the increase
were higher operating revenues, which were partially offset by higher operating
expenses and income taxes.
Operating
revenues for the third quarter of 2026 increased $3,972, or 19.5%, from $20,361
for the third quarter of 2025 to $24,333 for the corresponding 2026
period. The primary reason for the
increase was a rate increase effective March 1, 2026. Growth in the customer base also added to
revenues. The average number of water
customers served in 2026 increased as compared to 2025 by 841 customers, from
73,684 to 74,525 customers. The average
number of wastewater customers served in 2026 increased as compared to 2025 by
575 customers, from 7,115 to 7,690 customers, primarily due to
acquisitions. The increased revenues
were partially offset by a $673 decrease from a lower distribution system
improvement charge, or DSIC, allowed by the PPUC. The DSIC reset to zero on March 1, 2026 when
the rate order took effect. Total per
capita consumption for 2026 was approximately 3.7% lower than the same period
of last year.
Operating
expenses for the third quarter of 2026 increased $1,351, or 10.9%, from $12,447
for the third quarter of 2025 to $13,798 for the corresponding 2026
period. The increase was primarily due
to higher expenses of approximately $352 for wages and benefits, $216 for
purchased power, $211 for wastewater treatment, $202 for the provision for
uncollectible accounts, $109 for depreciation and amortization, $104 for water
treatment, and $61 for insurance. Other
operating expenses increased by a net of $96.
Interest
on debt for the third quarter of 2026 decreased $416, or 15.9%, from $2,615 for
the third quarter of 2025 to $2,199 for the corresponding 2026 period. The decrease was primarily due to a decrease
in short-term and long-term debt outstanding.
Upon the completion of the underwritten common stock offering in April
2026, the Company repaid its term loan and line of credit. The average debt outstanding under the
short-term borrowings and line of credit was $3,129 for the third quarter of
2026 and $33,331 for the third quarter of 2025.
The weighted average interest rate on the line of credit and short-term
borrowings was 4.22% for the quarter ended September 30, 2026 and 5.49% for the
quarter ended September 30, 2025.
Allowance
for funds used during construction increased $225, from $218 in the third
quarter of 2025 to $443 in the corresponding 2026 period due to a higher volume
of eligible construction.
Other
income (expenses), net for the third quarter of 2026 reflects increased expense
of $63 as compared to the same period of 2025.
Lower interest income of approximately $62 and higher charitable
contributions of approximately $28 were offset by higher earnings on life
insurance policies of approximately $30.
Other expenses increased by a net of $3.
Income
tax expense for the third quarter of 2026 increased $1,588 as compared to the
same period of 2025 due to higher taxable income and lower deductions for the
Internal Revenue Service, or IRS, tangible property regulations, or TPR. The Company’s effective tax rate was 11.4%
for the third quarter of 2026 and (10.4)% for the third quarter of 2025.
Nine
Months Ended September 30, 2026 Compared
With
Nine Months Ended September 30, 2025
Net
income for the first nine months of 2026 was $20,238, an increase of $5,347, or
35.9%, from net income of $14,891 for the same period of 2025. The primary contributing factor to the
increase were higher operating revenues, which were partially offset by higher
operating expenses and income taxes.
Operating
revenues for the first nine months of 2026 increased $9,906, or 17.1%, from
$58,016 for the nine months ended September 30, 2025 to $67,922 for the
corresponding 2026 period. The primary
reason for the increase was a rate increase effective March 1, 2026. Growth in the customer base also added to
revenues. The average number of water
customers served in 2026 increased as compared to 2025 by 905 customers, from
73,443 to 74,348 customers. The average
number of wastewater customers served in 2026 increased as compared to 2025 by
613 customers, from 6,948 to 7,561 customers, primarily due to
acquisitions. The increased revenues
were partially offset by a $1,311 decrease from a lower DSIC allowed by the
PPUC. The DSIC reset to zero on March 1,
2026 when the rate order took effect.
Total per capita consumption for 2026 was approximately 2.9% lower than
the same period of last year. For the remainder of the year, the Company
expects revenues to increase due to the increase in rates and an increase in
the number of water and wastewater customers from acquisitions and growth
within the Company’s service territory. Other regulatory actions, drought warnings or
restrictions, weather patterns, and economic conditions could impact results.
Operating
expenses for the first nine months of 2026 increased $4,493, or 12.2%, from
$36,733 for the first nine months of 2025 to $41,226 for the corresponding 2026
period. The increase was primarily due
to higher expenses of approximately $1,060 for wages and benefits, $896 for
distribution system maintenance, $555 for purchased power, $510 for wastewater
treatment, $449 for the provision for uncollectible accounts, $352 for
depreciation and amortization, $313 for insurance, and $128 for water
treatment. Other operating expenses
increased by a net of $230. For the
remainder of the year, the Company expects depreciation and amortization
expense to continue to rise due to additional investment in utility plant, and
other expenses to increase as costs to treat water and wastewater, and to
maintain and extend the distribution system, continue to rise. Weather patterns could further increase
operating expenses.
Interest
on debt for the first nine months of 2026 decreased $359 or 4.8%, from $7,555
for the first nine months of 2025 to $7,196 for the corresponding 2026
period. The decrease was primarily due to a decrease in short-term and
long-term debt outstanding. The average debt outstanding under the
short-term borrowings and line of credit was $19,553 for the first nine months
of 2026 and $26,137 for the first nine months of 2025. The weighted average interest rate on the line
of credit was 4.34% for the nine months ended September 30, 2026 and 5.49% for
the nine months ended September 30, 2025.
Interest expense for the remainder of the year is expected to increase
due to continued borrowings under the line of credit.
Allowance
for funds used during construction increased $455, from $594 in the first nine
months of 2025 to $1,049 in the corresponding 2026 period due to a higher
volume of eligible construction.
Allowance for funds used during construction for the remainder of the
year is expected to increase based on a projected increase in the amount of
eligible construction.
Other
income (expenses), net for the first nine months of 2026 reflects increased
expenses of $68 as compared to the same period of 2025. Lower interest income of approximately $62
and higher charitable contributions of approximately $48 were offset by higher
earnings on life insurance policies of approximately $46. Other expenses increased by a net of $4. For
the remainder of the year, other income (expenses) will be largely determined
by the change in market returns and discount rates for retirement programs and
related assets.
Income
tax expense for the first nine months of 2026 increased $804 as compared to the
same period of 2025 due to higher taxable income partially offset by higher
deductions for the IRS TPR. The
Company’s effective tax rate was 1.6% for the first nine months of 2026 and (3.3)%
for the first nine months of 2025. The
Company’s effective tax rate for the remainder of 2026 will be largely
determined by taxable income and the level of eligible asset improvements
expensed for tax purposes under IRS TPR each period. The Company expects taxable income and the
level of eligible asset improvements to increase the effective tax rate in the
remainder of the year.
Rate Matters
See Note 10 to the financial statements included herein for a discussion of rate matters.
The Company does not expect to collect a DSIC or file a rate increase request in 2026.
Acquisitions and Growth
On September 14, 2026, the Company signed an agreement to purchase the
wastewater collection and treatment assets of Paradise Township Sewer Authority
in Paradise Township, Lancaster County, Pennsylvania. Completion of the acquisition is contingent
upon receiving approval from all required regulatory authorities. Closing is expected in the second half of 2027
at which time the Company will add approximately 700 wastewater customers.
On August 27, 2026, the Company
signed an agreement to purchase the wastewater collection and treatment assets
of Paradise Homes Community in Paradise Township, York County, Pennsylvania. Completion of the acquisition is contingent
upon receiving approval from all required regulatory authorities. Closing is expected in the second half of 2027
at which time the Company will add approximately 90 wastewater customers.
On December 23, 2025,
the Company signed an agreement to purchase the water assets of Lenwood
Management, LLC in Southampton Township, Franklin County, Pennsylvania. Completion of the acquisition is
contingent upon receiving approval from all required regulatory
authorities. Closing is expected in the first
half of 2027 at which time the Company will add approximately 90 water
customers.
On December 11, 2025,
the Company signed an agreement to purchase the water assets of Mt. Rock Manor
Management, LLC in Southampton Township, Franklin County, Pennsylvania. Completion of the acquisition is
contingent upon receiving approval from all required regulatory
authorities. Closing is expected in the first
half of 2027 at which time the Company will add approximately 140 water
customers.
On January 24, 2025, the Company
signed an agreement to purchase the water assets of Eagle View Manufactured
Housing Community in Berwick Township, Adams County, Pennsylvania. Completion of the acquisition is contingent
upon receiving approval from all required regulatory authorities. Closing is expected in the fourth quarter of
2026 at which time the Company will add approximately 140 water customers.
On February 7, 2024, the Company
signed an agreement to purchase the wastewater collection assets of Margaretta Mobile
Home Park in Lower Windsor Township, York County, Pennsylvania. Completion of the acquisition is contingent
upon receiving approval from all required regulatory authorities. Closing is expected in the fourth quarter of 2026
at which time the Company will add approximately 65 wastewater customers.
In total, these acquisitions are expected to be
immaterial to Company results. The
Company is also pursuing other bulk water contracts and acquisitions in and
around its service territory to help offset any potential declines in per
capita water consumption and to grow its business.
Capital Expenditures
For the nine months ended September 30, 2026, the Company invested $36,233 in construction expenditures for main extensions, wastewater treatment plant construction, and an upgrade to the enterprise software system, as well as various replacements and improvements to infrastructure and routine items. The Company was able to fund construction expenditures using internally-generated funds, line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions from developers, municipalities, customers, or builders.
The Company anticipates construction expenditures for the remainder of 2026 of approximately $11,800 exclusive of any potential acquisitions not yet approved. In addition to routine transmission and distribution projects, a portion of the anticipated expenditures will be for additional main extensions and an upgrade to the enterprise software system, as well as various replacements and improvements to infrastructure and routine items. The Company intends to use primarily internally-generated funds for its anticipated construction and fund the remainder through line of credit borrowings, proceeds from its stock purchase plans and customer advances and contributions. Customer advances and contributions are expected to account for between 5% and 10% of funding requirements during the remainder of 2026. The Company believes it will have adequate credit facilities and access to the capital markets, if necessary, during 2026 and 2027, 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 September 30, 2026, the Company borrowed
$4,850 on its line of credit and incurred a cash overdraft on its cash
management account of $688. The
cash management facility connected to the line of credit is expected to provide
the necessary liquidity and funding for the Company’s operations, capital expenditures,
and acquisitions for the foreseeable future.
Accounts Receivable
The
accounts receivable balance tends to follow the change in revenues but is also
affected by the timeliness of payments by customers and the level of the
reserve for doubtful accounts. In the
three months ended September 30, 2026, higher revenue levels as compared to the
three months ended December 31, 2025, resulted in an increase in accounts
receivable – customers.A reserve is maintained at a level considered adequate
to provide for expected credit losses.
Expected credit losses are based on historical write-offs combined with
an evaluation of current conditions and reasonable and supportable forecasts
including inactive accounts with outstanding balances, the aging of balances in
payment agreements, adverse situations that may affect a customer’s ability to
pay, economic conditions, and other relevant factors applied to the current
aging of receivables. Customer accounts
are written off when collection efforts have been exhausted. If the status of the evaluated factors
deteriorate, the Company may incur additional expenses for uncollectible
accounts and experience a reduction in its internally-generated funds.
Internally-generated Funds
The
amount of internally-generated funds available for operations and construction
depends on the Company’s ability to obtain timely and adequate rate relief,
changes in regulations including taxes, customers’ water usage, weather
conditions, customer growth and controlled expenses. During the first nine months of 2026, the
Company generated $27,823 internally from operations as compared to the $21,432
it generated during the first nine months of 2025. The increase was primarily due to higher net
income.
Common Stock
On
April 17, 2026, the Company closed an underwritten public offering of 1,521,739
shares of its common stock, with an offering price of $28.50 per share. On April 22, 2026, the Company closed on the
full exercise of the underwriters’ option to purchase an additional 228,261 shares
of its common stock at the same price. Huntington Capital Markets acted as sole
book-running manager and Seaport Global Securities acted as co-manager for the
offering. The Company received
net proceeds in the offering, after deducting offering expenses and
underwriters’ discounts and commissions, of $47,634. The net proceeds were used to repay the
Company’s short-term borrowings under its term loan and borrowings under its
line of credit agreement incurred to fund capital expenditures and
acquisitions, and for general corporate purposes.
Common stockholders’ equity as a percent of the
total capitalization was 60.3% as of September 30, 2026, compared with 51.7% as
of December 31, 2025. Based on the
equity percentage falling to near fifty percent, the Company completed the
underwritten common stock offering, increasing equity as a percentage of total
capitalization. The Company expects to
use long-term debt for its future financing needs and allow the debt percentage
to trend upward until it approaches fifty percent before considering additional
equity. It is the Company’s general
intent to target equity between fifty and fifty-five percent of total
capitalization.
The Company has the ability to issue approximately $10,000
of additional shares of its common stock or debt securities remaining under an
effective “shelf” Registration Statement on Form S-3 on file with the
Securities and Exchange Commission subject to market conditions at the time of
any such offering.
Credit Line
Historically,
the Company has borrowed under its line of credit before refinancing with
long-term debt or equity capital. As of September 30, 2026,
the Company maintained an unsecured line of credit in the amount of $50,000 at
an interest rate of the Secured Overnight Financing Rate plus 1.17% with an
unused commitment fee and an interest rate floor. The Company had $4,850 in borrowings under
its line of credit as of September 30, 2026.
The interest
rate on the line of credit borrowings as of September 30, 2026 was 4.85%. In the third quarter of 2026, the Company
renewed its committed line of credit and extended the maturity date to
September 2028. No other terms and
conditions of the line of credit agreement were modified.
The
Company has taken steps to manage the risk of reduced credit availability. It has established a committed line of credit
with a 2-year revolving maturity that cannot be called on demand. There is no guarantee that the Company will
be able to obtain sufficient lines of credit with favorable terms in the
future. If the Company is unable to obtain
sufficient lines of credit or to refinance its line of credit borrowings with
long-term debt or equity when necessary, it may have to eliminate or postpone
capital expenditures. Management
believes the Company will have adequate capacity under its current line of
credit to meet anticipated financing needs throughout 2026 and 2027.
Term Loan
The Company maintained a $10,000 unsecured,
committed term loan. Interest was
payable monthly at an interest rate of SOFR plus 1.35% as established on the
first day of each calendar month. Upon
completion of the underwritten common stock offering in April 2026, the Company
repaid this term loan.
Long-term Debt
The
Company’s loan agreements contain various covenants and restrictions. Management believes it is currently in compliance
with all of these restrictions. See Note
6 to the financial statements included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding these
restrictions.
The
Company’s total long-term debt as a percentage of the total capitalization,
defined as total common stockholders’ equity plus total long-term debt, was 39.7%
as of September 30, 2026, compared with 48.3% as of December 31, 2025. Based on the debt percentage nearly reaching
fifty percent, the Company completed an underwritten common stock offering in
April 2026 and repaid its line of credit, decreasing long-term debt as a
percentage of total capitalization. The
Company expects to use long-term debt for its future financing needs and allow
the debt percentage to trend upward. A
debt to total capitalization ratio between forty-five and fifty percent has
historically been acceptable to the PPUC in rate filings.
Income Taxes, Deferred Income Taxes and Uncertain Tax Positions
Under the IRS TPR, the Company is permitted to
deduct the costs of certain asset improvements that were previously being
capitalized and depreciated for tax purposes as an expense on its income tax
return. This ongoing deduction results
in a reduction in the effective income tax rate, a net reduction in income tax
expense, and a reduction in the amount of income taxes currently payable. It also results in increases to deferred tax
liabilities and regulatory assets representing the appropriate book and tax
basis difference on capital additions.
The Company expects to continue to expense these asset improvements in
the future.
The
Company’s effective tax rate will largely be determined by income before income
taxes and the level of eligible asset improvements expensed for tax purposes
that would have been capitalized for tax purposes prior to the implementation
of TPR.
The
Company has a substantial deferred income tax asset primarily due to the excess
accumulated deferred income taxes on accelerated depreciation from the Tax Cuts
and Jobs Act of 2017 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 September
30, 2026.
Credit Rating
On June 30, 2026, Standard & Poor’s affirmed
the Company’s credit rating at A-, with a stable outlook and adequate
liquidity. The Company’s ability to maintain its credit
rating depends, among other things, on adequate and timely rate relief, which it
has been successful in obtaining, its ability to fund capital expenditures in a
balanced manner using both debt and equity and its ability to generate cash
flow. The Company’s objectives are to continue
to maximize its funds provided by operations and maintain a strong capital
structure in order to be able to attract capital.
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 the Company’s compliance
with regulatory and environmental laws and regulation, including standards for
drinking water, litigation, and reputational damage.
The Company has implemented processes,
procedures, and controls to prevent or limit the effect of these possible
events and maintains insurance to help defray costs associated with cyber
security attacks. The Company has not
experienced a material impact on business or operations from these attacks. Although the Company does not believe its
systems are at a materially greater risk of cyber security attacks than other
similar organizations and despite the implementation of robust security
measures, the Company cannot provide assurance that the insurance will fully
cover the costs of a cyber security event, and its robust security measures do
not guarantee that reputation and financial results will not be adversely
affected by such an incident.
Environmental Matters
The Company was granted
approval by the PPUC to modify its
tariff to include the cost of the annual replacement of up to 400 lead
customer-owned service lines over nine years from the date of the agreement. The tariff modification allowed the Company
to replace customer-owned service lines at its own initial cost. The Company recorded 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 $2,093 and $2,087
through September 30, 2026 and December 31, 2025, respectively, and is included
as a regulatory asset. The tariff
modification expired on March 8, 2026.
The Company has filed a Lead Service Line Replacement Plan with the PPUC
and is awaiting a decision. If approved,
the plan would establish the requirements for, and the associated cost recovery
mechanisms related to, the future replacement of customer‑owned lead service
lines.
Labor Relations
The
prior union contract expired on April 30, 2026. Management and the union
leadership agreed to a new contract, which was ratified in August 2026 and
expires April 30, 2029.
Drought
As of October 2, 2026, Pennsylvania state officials maintained a drought
watch for five counties in Pennsylvania, including Franklin County within the
Company’s service territory. All
remaining counties in Pennsylvania, including York, Adams, and Lancaster Counties
within the Company’s service territory, are in normal status. The watch calls for a voluntary reduction in
nonessential water use of 5 to 10 percent. This measure could potentially impact future
revenues, operating expenses, and net income depending on the length and
severity of the dry conditions.
Critical Accounting Estimates
The
methods, estimates, and judgments the Company used in applying its accounting
policies have a significant impact on the results reported in its financial
statements. The Company’s accounting
policies require management to make subjective judgments because of the need to
make estimates of matters that are inherently uncertain. The Company’s most critical accounting
estimates include regulatory assets and liabilities, revenue recognition,
accounting for its pension plans, and income taxes. There has been no significant change in
accounting estimates or the method of estimation during the quarter ended September
30, 2026.
Off-Balance Sheet Arrangements
The Company does not use off-balance sheet
transactions, arrangements or obligations that may have a material current or
future effect on financial condition, results of operations, liquidity, capital
expenditures, capital resources or significant components of revenues or
expenses. The Company does not use
securitization of receivables or unconsolidated entities. For risk management
purposes, the Company uses a derivative financial instrument, an interest rate
swap agreement discussed in Note 6 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.
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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Not applicable.
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Item 4.
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Controls and Procedures.
|
Evaluation of Disclosure Controls and Procedures
The Company’s
management, with the participation of the Company’s President and Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Company’s disclosure controls and procedures as of the end of the period
covered by this report. Based upon this
evaluation, the Company’s President and Chief Executive Officer along with the
Chief Financial Officer concluded that the Company’s disclosure controls and
procedures as of the end of the period covered by this report are effective
such that the information required to be disclosed by the Company in reports
filed under the Securities Exchange Act of 1934, as amended, is (i) recorded,
processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and (ii) accumulated and communicated to the Company’s
management, including the President and Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot
provide absolute assurance, however, that the objectives of the controls system
are met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.
No change in the Company’s
internal control over financial reporting occurred during the Company’s most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.
PART II - OTHER INFORMATION
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Item 5.
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Other Information.
|
During the quarter ended September 30, 2026, no director or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
| | | |
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Exhibit No.
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Description
|
|
3
|
Amended and Restated Articles of Incorporation. Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2010.
|
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3.1
|
Amended and Restated By-Laws. Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2012.
|
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31.1
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.
|
|
31.2
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934.
|
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32.1
|
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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32.2
|
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
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101.SCH
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Inline XBRL Taxonomy Extension Schema
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase
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101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase
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101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase
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104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | |
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THE YORK WATER COMPAN
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/s/ Joseph T. Hand
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Date: November 6, 2026
|
Joseph T. Hand
Principal Executive Officer
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/s/ Matthew E. Poff
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Date: November 6, 2026
|
Matthew E. Poff
Principal Financial and Accounting Officer
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30
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