8-K
YORK WATER CO (YORW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: March 7, 2023
(Date of earliest event reported)
THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-34245 | 23-1242500 | |
|---|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer | |
| of incorporation) | File Number) | 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 | |||
| --- | |||
| Not Applicable | |||
| --- | |||
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ◻
THE YORK WATER COMPANY
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On March 7, 2023, The York Water Company issued a press release announcing its fourth quarter and annual 2022 financial results. The press release is being furnished with this Current Report on Form 8-K Exhibit 99.1 and is hereby incorporated herein by reference. This report (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (c) Exhibits. | |
| Exhibit No. | Description of Exhibit |
| 99.1 | Press Release, March 7, 2023,<br> issued by the York Water Company |
THE YORK WATER COMPANY
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.
| THE YORK WATER COMPANY | |
|---|---|
| /s/ Matthew E. Poff | |
| Date: March 7, 2023 | Matthew E. Poff |
| Chief Financial Officer |
EXHIBIT 99.1
| News Release | ||
|---|---|---|
| The York Water Company | ||
| 130 East Market Street | ||
| Contact: | JT Hand, President and CEO | York, PA 17401 |
| jth@yorkwater.com, 717-718-7554 | ||
| or | Matthew E. Poff, Chief Financial Officer | |
| matthewp@yorkwater.com, 717-718-7549 | ||
| Phone: | 717-845-3601 | FOR IMMEDIATE RELEASE |
THE YORK WATER COMPANY REPORTS 2022 ANNUAL AND FOURTH QUARTER RESULTS
York, Pennsylvania, March 7, 2023: The York Water Company's (NASDAQ:YORW) President and CEO, JT Hand, announced the Company's 2022 financial results.
President Hand reported that 2022 operating revenues of $60,061,000 increased $4,942,000 and net income of $19,580,000 increased $2,596,000 compared to 2021. Basic and Diluted Earnings per share of $1.40 for 2022 increased $0.10 compared to 2021. Dividends per share rose 4% compared to 2021. Increased revenues were primarily due to growth in the customer base from acquisitions and the utilization of the Distribution System Improvement Charge (DSIC). The DSIC is a Pennsylvania Public Utility Commission allowed charge that water utilities collect from customers for the replacement of aging infrastructure. The increased revenue was partially offset by higher operation and maintenance expenses and depreciation. Income taxes decreased due to higher deductions from the IRS tangible property regulations.
During the year, the Company invested $50.5 million in construction expenditures for armoring and replacing the spillway of the Lake Williams dam, wastewater treatment plant construction, routine items, as well as various replacements and improvements to infrastructure. During 2022, the Company replaced approximately 61,000 feet of pipe to improve its distribution system, reduce ongoing expenses, and improve customer service. In addition, the Company invested a combined $3.4 million in the acquisition of multiple water and wastewater systems.
President Hand also reported that for the fourth quarter of 2022 operating revenues increased $1,377,000 and net income increased $1,010,000 compared to the fourth quarter of 2021. Basic and Diluted Earnings per share of $0.35 for the fourth quarter of 2022 increased $0.04 compared to the same period last year. Increased revenues were primarily due to growth in the customer base from acquisitions and the utilization of the DSIC. The increased revenue was partially offset by higher operation and maintenance expenses and depreciation.
President Hand reported that York Water plans to invest approximately $60.6 million in 2023 and $47.1 million in 2024, excluding acquisitions, for additional main extensions, armoring and replacing the spillway of the Lake Williams dam, wastewater treatment plant construction, water treatment plant upgrades, and improvements to its pipes, service lines, and other facilities to ensure a safe, adequate, and reliable supply of drinking water and to maintain proper handling and disposal of wastewater for the Company’s growing customer base.
| Period Ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| In 000's (except per share) | ||||||||
| Quarter | Twelve Months | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Operating Revenues | $ | 15,111 | $ | 13,734 | $ | 60,061 | $ | 55,119 |
| Net Income | $ | 5,011 | $ | 4,001 | $ | 19,580 | $ | 16,984 |
| Average Number of Common Shares Outstanding | 14,266 | 13,096 | 13,958 | 13,076 | ||||
| Basic and Diluted Earnings Per Common Share | $ | 0.35 | $ | 0.31 | $ | 1.40 | $ | 1.30 |
| Dividends Declared Per Common Share | $ | 0.2027 | $ | 0.1949 | $ | 0.7874 | $ | 0.7571 |
This news release may contain forward-looking statements regarding the Company’s operational and financial expectations. These statements are based on currently available information and are subject to risks, uncertainties, and other events which could cause the Company’s actual results to be materially different from the results described in this statement. The Company undertakes no duty to update any forward-looking statement.