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YORK WATER CO

For the period ended Jun 30, 2025. Filed Aug 12, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 12, 2025

YORW$32.62+1.2%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

Item 1.Financial Statements.

Balance Sheets (Unaudited)

Jun. 30, 2025Dec. 31, 2024
ASSETS
UTILITY PLANT, at original cost$687,929$664,927
Plant acquisition adjustments(9,800)(9,838)
Accumulated depreciation(129,414)(124,082)
Net utility plant548,715531,007
OTHER PHYSICAL PROPERTY, net of accumulated depreciation of $555 in 2025 and $536 in 20241,5181,534
CURRENT ASSETS:
Cash and cash equivalents11
Accounts receivable, net of reserves of $1,610 in 2025 and $1,610 in 20247,4847,249
Unbilled revenues3,4933,604
Recoverable income taxes824587
Materials and supplies inventories, at cost3,4483,413
Prepaid expenses1,9211,597
Total current assets17,17116,451
OTHER LONG-TERM ASSETS:
Prepaid pension cost25,29325,009
Note receivable255255
Deferred regulatory assets55,47554,061
Other assets5,3045,156
Total other long-term assets86,32784,481
Total Assets$653,731$633,473

Balance Sheets (Unaudited)

Jun. 30, 2025Dec. 31, 2024
STOCKHOLDERS’ EQUITY AND LIABILITIES
COMMON STOCKHOLDERS’ EQUITY:
Common stock, no par value, authorized 46,500,000 shares, issued and outstanding 14,420,319 shares in 2025 and 14,386,282 shares in 2024$139,071$138,089
Retained earnings95,48093,103
Total common stockholders’ equity234,551231,192
PREFERRED STOCK, authorized 500,000 shares, no shares issued––
LONG-TERM DEBT218,056205,561
COMMITMENTS––
CURRENT LIABILITIES:
Current portion of long-term debt330–
Accounts payable8,5179,525
Dividends payable2,8972,892
Accrued compensation and benefits1,7081,806
Accrued interest2,4832,490
Deferred regulatory liabilities858864
Other accrued expenses446712
Total current liabilities17,23918,289
DEFERRED CREDITS:
Customers’ advances for construction21,81220,546
Deferred income taxes63,74361,157
Deferred employee benefits3,5413,526
Deferred regulatory liabilities43,92443,947
Other deferred credits525386
Total deferred credits133,545129,562
Contributions in aid of construction50,34048,869
Total Stockholders’ Equity and Liabilities$653,731$633,473

Statements of Income (Unaudited)

Three Months Ended June 30Six Months Ended June 30
2025202420252024
OPERATING REVENUES:$19,199$18,750$37,655$36,378
OPERATING EXPENSES:
Operation and maintenance4,8234,86210,0349,674
Administrative and general3,3383,1576,2616,231
Depreciation and amortization3,5063,2677,0706,350
Taxes other than income taxes446402921846
12,11311,68824,28623,101
Operating income7,0867,06213,36913,277
OTHER INCOME (EXPENSES):
Interest on debt(2,521)(2,183)(4,940)(4,306)
Allowance for funds used during construction1913473761,481
Other pension costs132436265206
Other income (expenses), net(203)(148)(275)(215)
(2,401)(1,548)(4,574)(2,834)
Income before income taxes4,6855,5148,79510,443
Income tax expense (benefit)(367)5211051,123
Net Income$5,052$4,993$8,690$9,320
Basic Earnings Per Share$0.35$0.35$0.60$0.65
Diluted Earnings Per Share$0.35$0.35$0.60$0.65

Statements of Common Stockholders’ Equity (Unaudited)

For the Periods Ended June 30, 2025 and 2024

Common Stock SharesCommon Stock AmountRetained EarningsTotal
Balance, March 31, 202514,399,650$138,556$93,587$232,143
Net income––5,0525,052
Cash dividends declared, $0.2192 per share––(3,159)(3,159)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans13,412417–417
Stock-based compensation7,25798–98
Balance, June 30, 202514,420,319$139,071$95,480$234,551
Balance, December 31, 202414,386,282$138,089$93,103$231,192
Net income––8,6908,690
Cash dividends declared, $0.4384 per share––(6,313)(6,313)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans25,797812–812
Stock-based compensation8,240170–170
Balance, June 30, 202514,420,319$139,071$95,480$234,551
Common Stock SharesCommon Stock AmountRetained EarningsTotal
Balance, March 31, 202414,343,500$136,622$86,309$222,931
Net income––4,9934,993
Cash dividends declared, $0.2108 per share––(3,025)(3,025)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans11,855419–419
Stock-based compensation5,87097–97
Balance, June 30, 202414,361,225$137,138$88,277$225,415
Balance, December 31, 202314,332,245$136,174$85,004$221,178
Net income––9,3209,320
Cash dividends declared, $0.4216 per share––(6,047)(6,047)
Issuance of common stock under dividend reinvestment, direct stock and employee stock purchase plans23,623824–824
Stock-based compensation5,357140–140
Balance, June 30, 202414,361,225$137,138$88,277$225,415

Statements of Cash Flows (Unaudited)

20252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$8,690$9,320
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization7,0706,350
Stock-based compensation170140
Increase (decrease) in deferred income taxes(155)220
Other244(73)
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenues(440)(557)
(Increase) decrease in recoverable income taxes(237)332
Increase in materials and supplies inventories, prepaid expenses, prepaid pension cost, deferred regulatory and other assets(3,319)(5,316)
Increase in accounts payable, accrued compensation and benefits, other accrued expenses, deferred employee benefits, deferred regulatory liabilities, and other deferred credits1,5871,444
Increase (decrease) in accrued interest and taxes(7)981
Net cash provided by operating activities13,60312,841
CASH FLOWS FROM INVESTING ACTIVITIES:
Utility plant additions, including debt portion of allowance for funds used during construction of $210 in 2025 and $827 in 2024(22,182)(20,867)
Acquisitions of water and wastewater systems–(52)
Net cash used in investing activities(22,182)(20,919)
CASH FLOWS FROM FINANCING ACTIVITIES:
Customers’ advances for construction and contributions in aid of construction2,9841,928
Repayments of customer advances(247)(262)
Proceeds of long-term debt issues26,42356,565
Debt issuance costs–(167)
Repayments of long-term debt(13,692)(45,377)
Changes in cash overdraft position(1,393)607
Issuance of common stock812824
Dividends paid(6,308)(6,040)
Net cash provided by financing activities8,5798,078
Net change in cash and cash equivalents––
Cash and cash equivalents at beginning of period11
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$4,588$2,744
Income taxes470300
Supplemental disclosure of non-cash investing and financing activities:
Accounts payable includes $5,016 in 2025 and $7,771 in 2024 for the construction of utility plant.

Notes to Interim Financial Statements

  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, 2024.

Operating results for thethree and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31,2025.

  1. Accounts Receivable and Unbilled Revenue

Accounts receivable are summarized in the following table:

As of · As of
Jun. 30, 2025Dec. 31, 2024Change
Accounts receivable – customers$8,725$8,392$333
Other receivables369467(98)
9,0948,859235
Less: allowance for doubtful accounts(1,610)(1,610)–
Accounts receivable, net$7,484$7,249$235
Unbilled revenue$3,493$3,604$(111)

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.

  1. Common Stock and Earnings Per Share

Net income of $5,052 and $4,993 for the three months ended June 30, 2025 and 2024, respectively, and $8,690 and $9,320 for the six months ended June 30, 2025 and 2024, 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 Ended June 30Six Months Ended June 30
2025202420252024
Weighted average common shares, basic14,396,64814,340,57514,388,71214,332,727
Effect of dilutive securities:
Employee stock-based compensation–257–214
Weighted average common shares, diluted14,396,64814,340,83214,388,71214,332,941

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 six months ended June 30, 2025 and 2024. As of June 30, 2025,618,004 shares remain authorized for repurchase.

  1. Debt

For the six months ended June 30, 2025, the Company did not enter into any new long-term debt arrangements or modify its outstanding long-term debt, which is summarized in the table below.

As of Jun. 30, 2025As of Dec. 31, 2024
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 203610,50010,500
3.10% Pennsylvania Economic Development Financing Authority Exempt Facilities Revenue Refunding Bonds, Series B of 2019, due 203814,87014,870
3.23% Senior Notes, due 204015,00015,000
4.00% - 4.50% York County Industrial Development Authority Exempt Facilities Revenue Bonds, Series 2015, due 2029 – 204510,00010,000
4.54% Senior Notes, due 204920,00020,000
3.24% Senior Notes, due 205030,00030,000
5.50% Senior Notes, due 205340,00040,000
5.67% Senior Notes, due 205440,00040,000
Committed Line of Credit, due September 202628,53915,808
Total long-term debt220,909208,178
Less discount on issuance of long-term debt(130)(136)
Less unamortized debt issuance costs(2,393)(2,481)
Less current maturities(330)–
Long-term portion$218,056$205,561
  1. 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 thedaily 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 0.54% and (0.04)% for the three months ended June 30, 2025 and 2024, respectively, and 0.53% and (0.04)% for the six months ended June 30, 2025 and 2024, respectively.

The interest rate swap agreement is classified as a financial derivative used for non-trading activities. The accounting standards regarding accounting for derivatives and hedging activities require companies to recognize all derivative instruments as either assets or liabilities at fair value on the balance sheet. In accordance with the standards, the interest rate swap is recorded on the balance sheet in other deferred credits at fair value (see Note 6).

The Company uses regulatory accounting treatment rather than hedge accounting to defer the unrealized gains and losses on its interest rate swap. These unrealized gains and losses are recorded as a regulatory asset 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 $16 and $(1) for the three months ended June 30, 2025 and 2024, respectively, and $32 and $(2) for the six months ended June 30, 2025 and 2024, respectively. The overall swap result was a (gain) loss of $55 and $(62) for the three months ended June 30, 2025 and 2024, respectively, and $169 and $(237) for the six months ended June 30, 2025 and 2024, respectively. The Company expects to reclassify $101 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 July 30, 2025, 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 June 30, 2025. If a violation due to credit rating, or some other default provision, were triggered on June 30, 2025, the Company would have been required to pay the counterparty approximately $535.

The interest rate swap will expire on October 1, 2029. Other than the interest rate swap, the Company has no other derivative instruments.

  1. 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.

DescriptionJune 30, 2025Fair Value Measurements at Reporting Date Using Significant Other Observable Inputs (Level 2)
Interest Rate Swap$525$525

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 June 30, 2025. 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 June 30, 2025. The use of the Company’s credit quality resulted in a reduction in the swap liability of $10 as of June 30, 2024. The fair value of the swap reflecting the Company’s credit quality as of December 31, 2024 is shown in the table below.

DescriptionDecember 31, 2024Fair Value Measurements at Reporting Date Using Significant Other Observable Inputs (Level 2)
Interest Rate Swap$386$386

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 $220,909 at June 30, 2025, and $208,178 at December 31, 2024, had an estimated fair value of approximately $197,000 and $189,000, 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 June 30, 2025 of $21,812 and $255, respectively. At December 31, 2024, customers’ advances for construction and note receivable had carrying values of $20,546 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.

  1. Commitments

The Company was granted approval by the Pennsylvania Public Utility Commission, or PPUC, to modify its tariff to include the cost of the annual replacement of up to 400 lead customer-owned service lines over nine years from the date of the agreement. The tariff modification allows the Company to replace customer-owned service lines at its own initial cost. The Company will record the costs as a regulatory asset to be recovered in future base rates to customers, over afour-year period. The cost for the customer-owned lead service line replacements was approximately $2,018 and $1,961 through June 30, 2025 and December 31, 2024, respectively, and is included as a regulatory asset. Based on its experience, the Company estimates that lead customer-owned service lines replacements will cost $2,100. This estimate is subject to adjustment as more facts become available.

  1. Revenue

The following table shows the Company’s revenues disaggregated by service and customer type.

Three Months Ended June 30Six Months Ended June 30
2025202420252024
Water utility service:
Residential$10,626$10,422$20,876$20,266
Commercial and industrial5,2145,10910,1509,765
Fire protection1,2141,1232,4042,204
Wastewater utility service:
Residential1,6141,5023,1962,976
Commercial and industrial349352694668
Billing and revenue collection services1712243252
Collection services30–333
Other revenue1962916
Total Revenue from Contracts with Customers19,08318,63637,42536,150
Rents from regulated property116114230228
Total Operating Revenue$19,199$18,750$37,655$36,378

Utility Service

The Company provides utility service as a distinct and single performance obligation to each of its water and wastewater customers. The transaction price is detailed in the tariff pursuant to an order by the PPUC and made publicly available. There is no variable consideration and no free service, special rates, or subnormal charges to any customer. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of utility service through a stand-ready obligation to perform and the transfer of water or the collection of wastewater through a series of distinct transactions that are identical in nature and have the same pattern of transfer to the customer. The Company uses an output method to recognize the utility service revenue over time. The stand-ready obligation is recognized through the passage of time in the form of a fixed charge and the transfer of water or the collection of wastewater is recognized at a per unit rate based on the actual or estimated flow through the meter. Each customer is invoiced every month and the invoice is due within twenty days. The utility service has no returns or warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no performance obligations remain unsatisfied as of the end of the reporting period. A contract asset for unbilled revenue is recognized for the passage of time and the actual or estimated usage from the latest meter reading to the end of the accounting period. The methodology is standardized and consistently applied to reduce bias and the need for judgment.

Billing and Revenue Collection Service

The Company provides billing and revenue collection service as distinct performance obligations totwo 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

The Company provides service line protection as a distinct and single performance obligation to current water customers that choose to participate. The transaction price is detailed in the plan’s terms and conditions and made publicly available. There is no variable consideration. Due to the fact that the contract includes a single performance obligation, no judgment is required to allocate the transaction price. The performance obligation is satisfied over time through the continuous provision of service line protection through a stand-ready obligation to perform. The Company uses an output method to recognize the service line protection revenue over time. The stand-ready obligation is recognized through the passage of time. A customer has a choice to prepay for an entire year or to pay in advance each month. The service line protection plan has no returns or extended warranties associated with it. No revenue is recognized from performance obligations satisfied in prior periods and no material performance obligations remain unsatisfied as of the end of the reporting period.

  1. 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 seeks an annual increase in water rates of $20,312, which would represent a 28.9% increase, and an annual increase in wastewater rates of $3,858, which would represent a 44.5% increase. The request is currently under review by the PPUC and other interested parties. Any rate increase approved by the PPUC will be effective no later than March 1, 2026. There can be no assurance that the PPUC will grant the Company’s rate increase in the amount requested, if at all.

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 tozero when new base rates that reflect the costs of those additions become effective or when a utility’s earnings exceed a regulatory benchmark. The Company’s earnings are currently below the regulatory benchmark, thus allowing the Company to collect DSIC. The DSIC provided revenues of $531 and $34 for the three months ended June 30, 2025 and 2024, respectively, and $917 and $34 for the six months ended June 30, 2025 and 2024, respectively.

  1. Pensions

Components of Net Periodic Pension Cost

Three Months Ended June 30Six Months Ended June 30
2025202420252024
Service cost$132$158$265$317
Interest cost496465991928
Expected return on plan assets(767)(792)(1,534)(1,583)
Amortization of prior service cost(3)(3)(6)(6)
Rate-regulated adjustment142(106)284455
Net periodic pension cost$–$(278)$–$111

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, 2024 that it didnot expect to contribute to its pension plans in 2025. For thesix months ended June 30, 2025, no contributions have been made. The Company doesnot expect to contribute any amounts in the final two quarters of 2025.

  1. 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 unissued shares from the 2016 LTIP, which may be issued under the 2025 LTIP overten years.

On November 25, 2024, the Board awarded stock to an officer effective January 1, 2025. This stock award vested immediately.

On May 5, 2025, the Board awarded stock to non-employee directors effective May 5, 2025. This stock award vested immediately. On May 5, 2025, the Compensation and Human Capital Committee awarded restricted stock to officers and key employees effective May 5, 2025. The stock award vests ratably over three years beginning May 5, 2025.

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 six months ended June 30, 2025.

Number of SharesGrant Date Weighted Average Fair Value
Nonvested at beginning of the period8,117$38.62
Granted8,240$34.36
Vested(6,690)$36.98
Forfeited–$–
Nonvested at end of the period9,667$36.12

For the three months ended June 30, 2025 and 2024, the statement of income includes $98 and $97 of stock-based compensation, respectively, and related recognized tax benefits of $26 and $27, respectively. For the six months ended June 30, 2025 and 2024, the statement of income includes $170 and $140 of stock-based compensation, respectively, and related recognized tax benefits of $46 and $39, respectively. Total stock-based compensation related to nonvested awards not yet recognized is $349 at June 30, 2025 which will be recognized over the remaining three year vesting period.

  1. 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(7.8)% and 9.4% for the three months ended June 30, 2025 and 2024, respectively, and 1.2% and 10.8% for thesix months ended June 30, 2025 and 2024, 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.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. The Company is currently reviewing the provisions of the OBBBA but does not expect the impact to be material as most of the provisions applicable to the Company from the Tax Cuts and Jobs Act of 2017 were not changed in the OBBBA and new provisions do not apply to the Company.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.