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 (Date of earliest event reported): March 31, 2022 (March 31, 2022)


THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
 
Pennsylvania
(State or Other Jurisdiction of Incorporation)

001-34245
  
23-1242500
(Commission File Number)
  
(IRS Employer Identification No.)
           
130 East Market Street,
York, PA
      
17401
(Address of Principal Executive Offices)
  
(Zip Code)


(717) 845-3601
(Registrant's telephone number, including area code)
 
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 Instructions 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:

Title of Each Class
  
Trading Symbol(s)
  
Name of Exchange on which Registered
Common Stock, no par value
  
YORW
  
The NASDAQ Global Select Market

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 8.01.          OTHER EVENTS

On March 31, 2022, The York Water Company (the “Company”) issued a press release announcing a proposed public offering of shares of the Company’s common stock, no par value (the “Offering”). A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, the Company and its underwriters for the Offering are using an electronic roadshow investor presentation concerning the Company and the Offering, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Neither the disclosures in this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy the securities described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.


Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this Form 8-K and the exhibits hereto constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933.  Words such as "may," "should," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements.  These forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:

•          the amount and timing of rate increases and other regulatory matters including the recovery of costs recorded as regulatory assets;

•          expected profitability and results of operations;

•          trends;

•          goals, priorities and plans for, and cost of, growth and expansion;

•          strategic initiatives;

•          availability of water supply;

•          water usage by customers; and

•          the ability to pay dividends on common stock and the rate of those dividends.

The forward-looking statements in this investor presentation reflect what the Company currently anticipates will happen.  What actually happens could differ materially from what it currently anticipates will happen.  The Company does not intend to make a public announcement when forward-looking statements are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason.  Important matters that may affect what will actually happen include, but are not limited to:

•          changes in weather, including drought conditions or extended periods of heavy rainfall;

•          natural disasters, including pandemics such as the current outbreak of the novel strain of coronavirus known as “COVID-19” and the effectiveness of the Company’s pandemic plans;

•          levels of rate relief granted;

•          the level of commercial and industrial business activity within the Company's service territory;

•          construction of new housing within the Company's service territory and increases in population;

•          changes in government policies or regulations, including the tax code;

•          the ability to obtain permits for expansion projects;

•          material changes in demand from customers, including the impact of conservation efforts which may impact the demand of customers for water;

•          changes in economic and business conditions, including interest rates;

•          loss of customers;

•          changes in, or unanticipated, capital requirements;

•          the impact of acquisitions;

•          changes in accounting pronouncements;

•          changes in the Company’s credit rating or the market price of its common stock; and

•          the ability to obtain financing.

You should also refer to the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, including in our most recent Annual Report on Form 10-K for the year ended December 31, 2021. York’s SEC filings are accessible on the SEC website at www.sec.gov.


ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit Number
  
Description
     
 
Press release dated March 31, 2022.
     
 
Electronic roadshow investor presentation.
     
104
  
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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 hereunto duly authorized.


 
THE YORK WATER COMPANY
 
(Registrant)
     
 
By:
/s/ Matthew E. Poff
 
Name:
Matthew E. Poff
 
Title:
Chief Financial Officer


Dated: March 31, 2022

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 ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

York, Pennsylvania, March 31, 2022:  The York Water Company (“York Water” or the “Company”) (NASDAQ: YORW), a provider of water and wastewater utility services, announced today a proposed public offering of approximately 825,000 shares of its common stock. All of the shares are being offered by York Water. In addition, York Water intends to grant the underwriters a 30-day option to purchase up to an additional 123,750 shares of its common stock.

York Water intends to use the net proceeds from the offering for general corporate purposes, including our capital investment program, repayment of outstanding indebtedness, and potential acquisitions.

Janney Montgomery Scott is acting as sole book-running manager for the offering. The offering is subject to market and other customary closing conditions, and York Water cannot assure you as to whether or when the offering may be completed.

The proposed offering will be made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form S-3 (Registration No. 333-259809).

The offering may be made only by means of a prospectus supplement and an accompanying prospectus. A preliminary prospectus supplement relating to the offering has been filed with the SEC. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or from: Janney Montgomery Scott LLC, Attn: Equity Capital Markets Group, 60 State Street, Boston, MA 02109, or by email at prospectus@janney.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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. More information concerning forward-looking statements can be found in the Company’s SEC filings with the SEC at sec.gov.

###
Exhibit 99.2

 The York Water CompanyInvestor Presentation  Spring 2022 
 
 JT Hand,President and Chief Executive Officer  Matthew E. Poff,Chief Financial Officer  2 
 
       Matthew E. Poff, Chief Financial Officer  3 
 






   4  Certain statements contained in this investor presentation constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Words such as "may," "should," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements. These forward-looking statements include certain information relating to the Company’s business strategy and future prospects; including, but not limited to:the amount and timing of rate increases and other regulatory matters including the recovery of costs recorded as regulatory assets;expected profitability and results of operations;trends;goals, priorities and plans for, and cost of, growth and expansion;strategic initiatives;availability of water supply;water usage by customers; andthe ability to pay dividends on common stock and the rate of those dividends.The forward-looking statements in this investor presentation reflect what the Company currently anticipates will happen. What actually happens could differ materially from what it currently anticipates will happen. The Company does not intend to make a public announcement when forward-looking statements are no longer accurate, whether as a result of new information, what actually happens in the future or for any other reason. Important matters that may affect what will actually happen include, but are not limited to:changes in weather, including drought conditions or extended periods of heavy rainfall;natural disasters, including pandemics such as the current outbreak of the novel strain of coronavirus known as “COVID-19” and the effectiveness of the Company’s pandemic plans;levels of rate relief granted;the level of commercial and industrial business activity within the Company's service territory;construction of new housing within the Company's service territory and increases in population;changes in government policies or regulations, including the tax code;the ability to obtain permits for expansion projects;material changes in demand from customers, including the impact of conservation efforts which may impact the demand of customers for water;changes in economic and business conditions, including interest rates;loss of customers;changes in, or unanticipated, capital requirements;the impact of acquisitions;changes in accounting pronouncements;changes in the Company’s credit rating or the market price of its common stock; andthe ability to obtain financing.You should also refer to the risk factors and cautionary statements described in other documents that we file from time to time with the SEC, including in our most recent Annual Report on Form 10-K for the year ended December 31, 2021. 
 
 The York Water Company  PROFILE(1)Established February 23, 1816, Oldest Investor- Owned Utility in the United StatesEstimated Population Served 204,000Customers (Connections) 73,144Employees 110Nasdaq Global Select Market YORWConsecutive Dividends 206 Years  KEY METRICS(2)as of March 25, 2022Stock Price $44.70S & P Rating A-Debt/Equity Ratio(1) 49%/51%Return on Equity(1) 11.1%LTM Price/Earnings Ratio 34.4xDividend Yield 1.7%  5  Source: Company SEC Filings – 10-KSource: S&P Capital IQ as of 3/25/2022 unless otherwise statedNote: Refer to page 27 for definitions of Key Metrics 
 
       Current FootprintYork County, PAAdams County, PAFranklin County, PA  6 
 
 Customers  7  Source: Company SEC Filings – 10-K 
 
 Operating Revenues (in Millions)  8  Source: Company SEC Filings – 10-K 
 
 Revenues by Class(in Thousands)  9  $51,578  $53,852  $55,119  Source: Company SEC Filings – 10-K 
 
 Net Income(in Millions)  10  Source: Company SEC Filings – 10-K 
 
 Construction Expenditures(in Millions)  hi  11  Source: Company SEC Filings – 10-K 
 
       JT Hand,President and Chief Executive Officer  12 
 






 Construction expenditures in 2021 included routine items, an upgrade to the enterprise software system, and an elevated water tank, as well as various replacements and improvements to infrastructure  13  Source: Company SEC Filings – 10-K 
 

     Current  Future Renderings  14  Source: Company SEC Filings – 10-K 




 










   Lake Williams Dam Renovation ProjectPreliminary Site Construction Activities for Access Road  15 
 
     “I’m very excited, and very honored, to be leading the board. I think it’s great to have a woman at the helm. But, it’s equally important to me that I am judged by my abilities and not just the fact that I am female.” – Cynthia Dotzel, CPA   Board Leadership Transition  16 
 
 The York Water Company’s Board of Directors  Nasdaq reviewed dozens of empirical studies and found that an extensive body of academic research demonstrates that diverse boards are positively associated with improved corporate governance and financial performance. 
 
 Shareholder Value  January 24, 2022The York Water Company’s 605th Dividend Declared  Over 200 years of consecutive dividends.Dividends increased for 25 consecutive years.Celebrating over 21 years listed on NASDAQ.  Photo courtesy of NASDAQ.  Earnings Per Share  Common Stock Dividends  18  Source: Company SEC Filings – 10-K 
 
       Growth and Acquisition Landscape  19 
 
       “In York Water, we have found a top-rated utility provider that understands the business of water and wastewater operations,” said Pete Martin, Community Development Manager for CCD Rock Creek. “It was important that we found an owner with a longstanding reputation of stable rates, quality and a proven track record of responsible investment backed by the depth of experience to manage necessary services to the quality of life to our residents.”   Amblebrook Water and Wastewater SystemsAdams County  20 
 
   Letterkenny Township Wastewater SystemFranklin County  Letterkenny Township Municipal Authority Chairman Charles Myers acknowledged the collaborative relationship between the Authority and York Water. “From the outset of our discussions, we knew that York Water was the right partner for Letterkenny Township Municipal Authority.  We are community focused, and York Water’s history of community engagement and customer focus were exactly what we wanted as we pursued this agreement.”   21 
 









   22  “While I joined West Manheim Township midway through this transaction, I’ve been impressed with York Water’s advocacy for the township’s residents, and in particular addressing the surcharge assessed by Penn Township on West Manheim residents. We’re experiencing continued growth in the township, and we are confident that York Water will provide high-quality water and wastewater service and infrastructure responsive to our community’s utility needs.”– Mike Bowersox, West Manheim Township Manager  (1) Added 1,900 customers following the purchase of the West Manheim wastewater treatment system Source: Company SEC Filings – 10-K 
   Geographic Expansion and Future Acquisitions  23  The York Water Company is continuously pursuing water and wastewater acquisitions in and around its service territory to grow its business. We expect to acquire three water systems and four wastewater systems in 2022 contingent upon receiving approval from all required regulatory authorities. 
 
   Climate-ready utility 2018 CREAT Exercise Sampling completedInvolved in organizations that monitor guidelines and requirements regarding these contaminants.      Contaminants of Concern  24 
 
   Customer/Community Assistance During a Global Pandemic  York Water Cares Program (YWC)YWC is a program which provides limited funding, which is payable through community agencies, to those who need help paying their York Water Company water bill. $60,000 has gone to customers in need over the last three years.Emergency Rental Assistance Program (ERAP)Our customers received $150,000 in utility assistance to those impacted by the pandemic.EITC Donations$500,000 donated to more than 50 local non-profit organizations in York County through participation in the state’s annual Educational Improvement Tax Credit (EITC) program.      25 
 
   We will now take the time to answer any questions.  26   
 
   27  Debt / Equity Ratio: 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 as of December 31, 2021.Return on Equity: The Company’s net income for the year ended December 31, 2021 as a percentage of total common stockholders’ equity as of December 31, 2021.LTM Price / Earnings Ratio: The Company’s stock price (as of the date indicated) divided by the Company’s latest twelve months’ earnings per share.Dividend Yield: The Company’s most recent annualized quarterly dividend divided by the Company’s stock price (as of the date indicated).