
Form 10-Q Filing Information Details the filing of The York Water Company's Form 10-Q, including registrant information and key company identifiers Registrant Information The York Water Company filed its Form 10-Q for Q2 2025, identifying as a non-accelerated, smaller reporting company with 14.4 million shares outstanding - The York Water Company (YORW) filed its Form 10-Q for the quarter ended June 30, 20252 - The company is a non-accelerated filer and a smaller reporting company5 Registrant Details | Metric | Value | | :-------------------------------- | :-------------------- | | Commission File Number | 001-34245 | | Trading Symbol | YORW | | Exchange | The Nasdaq Global Select Market | | Common Stock Outstanding (as of Aug 12, 2025) | 14,421,177 Shares | PART I - FINANCIAL INFORMATION Presents the unaudited interim financial statements and management's discussion and analysis of financial condition and operations Item 1. Financial Statements Includes unaudited interim financial statements: Balance Sheets, Income, Equity, and Cash Flows, with accompanying notes for Q2 2025 Balance Sheets (Unaudited) Total assets and stockholders' equity increased from December 2024 to June 2025, driven by net utility plant and long-term debt Balance Sheet Summary (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Total Assets | $653,731 | $633,473 | +$20,258 | | Net utility plant | $548,715 | $531,007 | +$17,708 | | Total common stockholders' equity | $234,551 | $231,192 | +$3,359 | | Long-term debt | $218,056 | $205,561 | +$12,495 | | Total Stockholders' Equity and Liabilities | $653,731 | $633,473 | +$20,258 | Statements of Income (Unaudited) Net income slightly increased for Q2 2025 but decreased for H1 2025, influenced by revenues, interest, and tax expense Income Statement Summary (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | YoY Change | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :------------------------------ | :------------------------------ | :--------- | :---------------------------- | :---------------------------- | :--------- | | Operating Revenues | $19,199 | $18,750 | +2.4% | $37,655 | $36,378 | +3.5% | | Operating Expenses | $12,113 | $11,688 | +3.6% | $24,286 | $23,101 | +5.1% | | Operating Income | $7,086 | $7,062 | +0.3% | $13,369 | $13,277 | +0.7% | | Interest on debt | $(2,521) | $(2,183) | +15.5% | $(4,940) | $(4,306) | +14.7% | | Income before income taxes | $4,685 | $5,514 | -15.1% | $8,795 | $10,443 | -15.8% | | Income tax expense (benefit) | $(367) | $521 | -170.4% | $105 | $1,123 | -90.7% | | Net Income | $5,052 | $4,993 | +1.2% | $8,690 | $9,320 | -6.8% | | Basic Earnings Per Share | $0.35 | $0.35 | 0.0% | $0.60 | $0.65 | -7.7% | Statements of Common Stockholders' Equity (Unaudited) Common stockholders' equity grew from December 2024 to June 2025, driven by net income and stock issuance, offset by dividends Common Stockholders' Equity (in thousands) | Metric (in thousands) | Balance, Dec 31, 2024 | Net Income | Cash Dividends Declared | Issuance of Common Stock | Stock-based Compensation | Balance, Jun 30, 2025 | | :-------------------- | :-------------------- | :--------- | :---------------------- | :----------------------- | :----------------------- | :-------------------- | | Common Stock Amount | $138,089 | – | – | $812 | $170 | $139,071 | | Retained Earnings | $93,103 | $8,690 | $(6,313) | – | – | $95,480 | | Total | $231,192 | $8,690 | $(6,313) | $812 | $170 | $234,551 | Statements of Cash Flows (Unaudited) Operating cash flow increased for H1 2025, investing cash use rose, and financing cash provided more, mainly from debt issues Cash Flow Summary (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------------------- | :---------------------------- | :---------------------------- | :--------- | | Net cash provided by operating activities | $13,603 | $12,841 | +$762 | | Net cash used in investing activities | $(22,182) | $(20,919) | -$(1,263) | | Net cash provided by financing activities | $8,579 | $8,078 | +$501 | | Net change in cash and cash equivalents | $0 | $0 | $0 | - Utility plant additions, including debt portion of allowance for funds used during construction, were $22,182 thousand in 2025, up from $20,867 thousand in 202423 - Proceeds from long-term debt issues were $26,423 thousand in 2025, compared to $56,565 thousand in 202423 Notes to Interim Financial Statements Provides detailed context for interim financial statements, covering accounting policies, debt, derivatives, revenue, rates, pensions, and taxes 1. Basis of Presentation Interim financial statements are unaudited, include normal accruals, and should be read with the 2024 10-K; interim results are not indicative of the full year - Interim financial statements are unaudited and reflect normal recurring accruals25 - Results for the interim period are not indicative of full-year performance26 2. Accounts Receivable and Unbilled Revenue Net accounts receivable increased to $7,484 thousand by June 2025, primarily due to normal timing differences in customer payments Accounts Receivable and Unbilled Revenue (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Accounts receivable – customers | $8,725 | $8,392 | +$333 | | Other receivables | $369 | $467 | -$(98) | | Less: allowance for doubtful accounts | $(1,610) | $(1,610) | $0 | | Accounts receivable, net | $7,484 | $7,249 | +$235 | | Unbilled revenue | $3,493 | $3,604 | -$(111) | - Changes in accounts receivable and unbilled revenue are primarily due to normal timing differences between service provision and customer payments27 3. Common Stock and Earnings Per Share EPS calculations use weighted average shares; no shares were repurchased, with 618,004 shares remaining authorized for repurchase Weighted Average Common Shares | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :------------------------------ | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Weighted average common shares, basic | 14,396,648 | 14,340,575 | 14,388,712 | 14,332,727 | | Weighted average common shares, diluted | 14,396,648 | 14,340,832 | 14,388,712 | 14,332,941 | - No shares were repurchased during the three or six months ended June 30, 2025 and 202430 - As of June 30, 2025, 618,004 shares remain authorized for repurchase under the program30 4. Debt Long-term debt increased to $218,056 thousand by June 2025, mainly from line of credit borrowings, with no new long-term debt arrangements Debt Summary (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | Change | | :-------------------- | :------------ | :------------ | :----- | | Committed Line of Credit, due September 2026 | $28,539 | $15,808 | +$12,731 | | Total long-term debt | $220,909 | $208,178 | +$12,731 | | Long-term portion | $218,056 | $205,561 | +$12,495 | - The Company did not enter into any new long-term debt arrangements or modify its outstanding long-term debt for the six months ended June 30, 202531 5. Interest Rate Swap Agreement An interest rate swap converts $12,000 thousand variable-rate debt to a 3.16% fixed rate, recorded as a $535 thousand regulatory liability expiring in 2029 - The Company uses an interest rate swap to convert $12,000 thousand variable-rate debt to a fixed rate of 3.16%33 - The swap is recorded at fair value as a regulatory liability, deferring unrealized gains and losses3435 - The swap was in a liability position of approximately $535 thousand as of June 30, 2025, and expires October 1, 20293637 6. Fair Value of Financial Instruments Interest rate swap liability was $525 thousand at fair value (Level 2 inputs); long-term debt's estimated fair value was $197,000 thousand versus $220,909 thousand carrying value Fair Value of Financial Instruments (in thousands) | Description | Jun. 30, 2025 (Fair Value) | Dec. 31, 2024 (Fair Value) | | :---------- | :------------------------- | :------------------------- | | Interest Rate Swap | $525 | $386 | | Long-term Debt (Carrying Value) | $220,909 | $208,178 | | Long-term Debt (Estimated Fair Value) | ~$197,000 | ~$189,000 | - Fair values are measured using Level 2 inputs, such as discounted cash flow techniques incorporating market interest yield curves4142 7. Commitments PPUC approved replacing 400 lead service lines annually; $2,018 thousand incurred by June 2025, recorded as a regulatory asset for recovery - PPUC approved tariff modification to replace up to 400 lead customer-owned service lines annually over nine years44 - Costs are recorded as a regulatory asset to be recovered in future base rates over a four-year period44 Lead Service Line Replacement Costs (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------- | :------------ | :------------ | | Cost for lead service line replacements | $2,018 | $1,961 | | Estimated total cost | $2,100 | N/A | 8. Revenue Total operating revenue increased to $19,199 thousand for Q2 2025 and $37,655 thousand for H1 2025, mainly from utility services Revenue by Source (in thousands) | Revenue Source (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :---------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Water utility service | $17,054 | $16,654 | $33,430 | $32,235 | | Wastewater utility service | $1,963 | $1,854 | $3,890 | $3,644 | | Billing and revenue collection services | $17 | $122 | $43 | $252 | | Collection services | $30 | $0 | $33 | $3 | | Other revenue | $19 | $6 | $29 | $16 | | Total Revenue from Contracts with Customers | $19,083 | $18,636 | $37,425 | $36,150 | | Rents from regulated property | $116 | $114 | $230 | $228 | | Total Operating Revenue | $19,199 | $18,750 | $37,655 | $36,378 | - Utility service revenue is recognized over time using an output method, based on fixed charges and per-unit rates48 - Billing and revenue collection services, and collection services, are satisfied at a point in time when bills are sent or services are completed4951 9. Rate Matters A rate increase request was filed for 28.9% water and 44.5% wastewater rates, effective by March 2026; DSIC revenue significantly increased - Filed a rate increase request on May 30, 2025, seeking a 28.9% increase in water rates and a 44.5% increase in wastewater rates53 - Any approved rate increase will be effective no later than March 1, 202653 DSIC Revenue (in thousands) | DSIC Revenue (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | DSIC provided revenues | $531 | $34 | $917 | $34 | 10. Pensions Net periodic pension cost was zero for H1 2025, with no employer contributions made or expected for the remainder of 2025 Net Periodic Pension Cost (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net periodic pension cost | $0 | $(278) | $0 | $111 | - No employer contributions were made to pension plans for the six months ended June 30, 2025, and none are expected for the rest of 202557 11. Stock-Based Compensation The 2025 LTIP added 150,000 shares; stock-based compensation was $170 thousand for H1 2025, with $349 thousand unrecognized - The 2025 LTIP was amended to add 150,000 shares for awards over ten years58 Stock-Based Compensation (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :-------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Stock-based compensation | $98 | $97 | $170 | $140 | | Related recognized tax benefits | $26 | $27 | $46 | $39 | - Total unrecognized stock-based compensation for nonvested awards is $349 thousand as of June 30, 2025, to be recognized over three years63 12. Income Taxes Effective tax rate was (7.8)% for Q2 and 1.2% for H1 2025, significantly lower due to IRS TPR deductions; OBBBA is not expected to materially impact Effective Tax Rate | Metric | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | | :----- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Effective tax rate | (7.8)% | 9.4% | 1.2% | 10.8% | - The reduction in effective tax rate is due to deductions for asset improvements under IRS tangible property regulations (TPR)6465 - The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, is not expected to materially impact the Company66 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operations, liquidity, and capital resources, including forward-looking statements, acquisitions, and capital expenditures Forward-looking Statements Forward-looking statements on strategy, prospects, and growth are subject to material differences due to weather, rate relief, and economic conditions - Forward-looking statements cover business strategy, future prospects, profitability, growth, and regulatory matters68 - Actual results may differ materially due to factors like rate changes, weather, natural disasters, economic conditions, and changes in government policies6970 General Information The York Water Company provides water and wastewater services across 57 PA municipalities, regulated by PPUC, with growth driven by rates, customers, and acquisitions - Primary business is water impoundment, purification, and distribution, along with wastewater collection and treatment71 - Operates in 57 municipalities across four counties in south-central Pennsylvania, regulated by the PPUC71 - Water business is vulnerable to weather conditions, especially in summer, but minimum customer charges mitigate some fixed cost risks73 - Growth strategies include timely rate increases, increased water volumes, customer growth, and water/wastewater system acquisitions74 Results of Operations Q2 2025 net income increased 1.2% YoY, while H1 2025 net income decreased 6.8%, influenced by revenues, expenses, and interest Results of Operations Summary (in thousands) | Metric (in thousands) | Three Months Ended Jun 30, 2025 | Three Months Ended Jun 30, 2024 | YoY Change | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :------------------------------ | :------------------------------ | :--------- | :---------------------------- | :---------------------------- | :--------- | | Net Income | $5,052 | $4,993 | +1.2% | $8,690 | $9,320 | -6.8% | | Operating Revenues | $19,199 | $18,750 | +2.4% | $37,655 | $36,378 | +3.5% | | Operating Expenses | $12,113 | $11,688 | +3.6% | $24,286 | $23,101 | +5.1% | | Interest on debt | $(2,521) | $(2,183) | +15.5% | $(4,940) | $(4,306) | +14.7% | | Income tax expense (benefit) | $(367) | $521 | -170.4% | $105 | $1,123 | -90.7% | - Operating revenue increases were primarily due to customer base growth and increased DSIC revenues ($497 thousand for Q2, $883 thousand for H1)7884 - Operating expense increases were driven by higher depreciation and amortization, wages and benefits, water treatment, and insurance costs7985 Rate Matters Effective July 1, 2025, the tariff includes a 3.90% DSIC on revenues, allowing recovery of infrastructure replacement costs - Effective July 1, 2025, the Company's tariff includes a DSIC on revenues of 3.90%90 Acquisitions and Growth Agreements for four wastewater and water system acquisitions are expected to add 485 customers by early 2026, supporting growth - Signed agreements to acquire wastewater and water assets from Pine Run Retirement Community (100 wastewater customers, H1 2026 close), Eagle View Manufactured Housing Community (140 water customers, H2 2025 close), CMV Sewage Co., Inc. (280 wastewater customers, H2 2025 close), and Margaretta Mobile Home Park (65 wastewater customers, H2 2025 close)92939495 - These acquisitions are expected to be immaterial to Company results but support growth and offset consumption declines96 Capital Expenditures Invested $22,182 thousand in Q2 2025 construction expenditures; $23,800 thousand anticipated for H2 2025, funded by internal funds and credit - Invested $22,182 thousand in construction expenditures for Q2 2025, including main extensions, software upgrades, and infrastructure improvements97 - Anticipates approximately $23,800 thousand in construction expenditures for the remainder of 202598 - Funding sources include internally-generated funds, line of credit, stock purchase plans, and customer advances/contributions (5-10% of funding)98 Liquidity and Capital Resources Liquidity is managed via a credit line; internally-generated funds increased, and capitalization ratios for equity (51.5%) and debt (48.5%) are within target ranges - Cash management account linked to line of credit provides liquidity; $28,539 thousand borrowed on line of credit as of June 30, 2025100105 - Internally-generated funds from operations increased to $13,603 thousand for the first six months of 2025, up from $12,841 thousand in 2024102 Capitalization Ratios | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Common stockholders' equity as % of total capitalization | 51.5% | 52.6% | | Long-term debt as % of total capitalization | 48.5% | 47.4% | - The Company expects to extend the maturity of its $50,000 thousand committed line of credit into 2027105 Cash Cash management account linked to credit line provides liquidity; $28,539 thousand borrowed on credit line with a $1,035 thousand cash overdraft as of June 2025 - Cash management account is directly connected to the line of credit for automatic cash management100 - As of June 30, 2025, the Company had $28,539 thousand borrowed on its line of credit and a cash overdraft of $1,035 thousand100 Accounts Receivable Accounts receivable align with revenue and payment timeliness; a reserve for doubtful accounts is maintained based on historical and forecasted factors - Accounts receivable balance follows revenue changes and is affected by payment timeliness and reserve for doubtful accounts101 - Reserve for doubtful accounts is based on historical write-offs, current conditions, and reasonable forecasts101 Internally-generated Funds Internally-generated funds increased to $13,603 thousand for H1 2025, influenced by rate relief, water usage, customer growth, and expenses - Internally-generated funds are influenced by rate relief, regulations, water usage, customer growth, and expenses102 Internally-generated Funds (in thousands) | Metric (in thousands) | Six Months Ended Jun 30, 2025 | Six Months Ended Jun 30, 2024 | YoY Change | | :-------------------- | :---------------------------- | :---------------------------- | :--------- | | Internally-generated funds from operations | $13,603 | $12,841 | +$762 | Common Stock Common stockholders' equity was 51.5% of total capitalization, within the 50-55% target range, with future financing expected from long-term debt Common Stockholders' Equity as % of Total Capitalization | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Common stockholders' equity as % of total capitalization | 51.5% | 52.6% | - The Company targets equity between 50% and 55% of total capitalization103 - An effective 'shelf' Registration Statement on Form S-3 allows for offering up to $60,000 thousand of common stock or debt securities104 Credit Line Maintains a $50,000 thousand unsecured credit line, with $28,539 thousand borrowed at 5.49%; maturity expected to extend to 2027 - Maintains a $50,000 thousand unsecured line of credit, with $28,539 thousand borrowed as of June 30, 2025105 - Interest rate on the line of credit borrowing was 5.49% as of June 30, 2025105 - Expects to extend the line of credit maturity into 2027 and believes adequate capacity exists through 2026105107 Long-term Debt Long-term debt as a percentage of total capitalization increased to 48.5%, targeting a 45-50% ratio acceptable to the PPUC Long-term Debt as % of Total Capitalization | Metric | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------------------- | :------------ | :------------ | | Total long-term debt as % of total capitalization | 48.5% | 47.4% | - The Company aims for a debt to total capitalization ratio between 45% and 50%109 Income Taxes, Deferred Income Taxes and Uncertain Tax Positions IRS TPR deductions reduce the effective tax rate, increasing deferred tax liabilities; the rate is expected to rise in H2 2025, with no material OBBBA impact or uncertain tax positions - Ongoing deduction of asset improvements under IRS TPR reduces effective tax rate and increases deferred tax liabilities and regulatory assets110 - Effective tax rate for the remainder of 2025 is expected to increase due to a lower level of eligible asset improvements expensed11189 - No uncertain tax positions require recognition as of June 30, 2025115 Credit Rating S&P affirmed the Company's credit rating at A- with a stable outlook on July 30, 2025, contingent on rate relief and cash flow - Standard & Poor's affirmed credit rating at A- with a stable outlook and adequate liquidity on July 30, 2025116 - Credit rating maintenance relies on adequate rate relief, balanced capital expenditure funding, and strong cash flow116 Physical and Cyber Security The Company maintains physical and cyber security measures, with costs recoverable; IT reliance creates cyber risk despite robust controls and insurance - Maintains security measures at facilities and collaborates with authorities on threats; costs are expected to be recoverable in rates118 - Relies on IT systems for customer service, billing, accounting, and operational monitoring, making it vulnerable to cyber security attacks119 - Implemented processes, procedures, and controls, and maintains insurance, but cannot guarantee full coverage or prevention of adverse effects from cyber incidents121 Environmental Matters PPUC approved replacing 400 lead service lines annually; $2,018 thousand incurred by June 2025, recorded as a regulatory asset for recovery - PPUC approved tariff modification to replace up to 400 lead customer-owned service lines annually over nine years122 - Costs are recorded as a regulatory asset to be recovered in future base rates over a four-year period122 Lead Service Line Replacement Costs (in thousands) | Metric (in thousands) | Jun. 30, 2025 | Dec. 31, 2024 | | :-------------------- | :------------ | :------------ | | Cost for lead service line replacements | $2,018 | $1,961 | | Estimated total cost | $2,100 | N/A | Drought Adams, York, Lancaster, and Franklin Counties returned to normal drought status in June and July 2025, with no current restrictions - Adams, York, and Lancaster Counties returned to normal drought status on June 9, 2025123 - Franklin County returned to normal drought status on July 2, 2025123 - Drought measures could impact future revenues, operating expenses, and net income depending on severity and length123 Critical Accounting Estimates Critical accounting estimates include regulatory assets, revenue, pensions, and income taxes, with no significant changes during Q2 2025 - Critical accounting estimates include regulatory assets and liabilities, revenue recognition, pension plans, and income taxes125 - No significant changes in accounting estimates or methods occurred during the quarter ended June 30, 2025125 Off-Balance Sheet Arrangements The Company does not use off-balance sheet arrangements, securitization, or unconsolidated entities, with an interest rate swap as its only derivative - The Company does not use off-balance sheet transactions, securitization of receivables, or unconsolidated entities126 - The only derivative financial instrument used is an interest rate swap agreement for risk management, as discussed in Note 5126 Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 3, Quantitative and Qualitative Disclosures About Market Risk, is stated as not applicable by the Company - The Company states that Item 3, Quantitative and Qualitative Disclosures About Market Risk, is not applicable127 Item 4. Controls and Procedures Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were effective as of June 30, 2025128 - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter129 PART II - OTHER INFORMATION Presents other information not covered in Part I, including trading arrangements, exhibits, and official signatures Item 5. Other Information No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by the Company or its officers/directors in Q2 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by the Company, its directors, or officers during the quarter ended June 30, 2025132 Item 6. Exhibits Lists exhibits filed with the Form 10-Q, including corporate governance documents, CEO/CFO certifications, and Inline XBRL documents - Exhibits include Amended and Restated Articles of Incorporation and By-Laws, Change in Control Agreement, CEO and CFO certifications (pursuant to Rule 13a-14(a)/15d-14(a) and 18 U.S.C. Section 1350), and Inline XBRL documents135 Signatures The report was signed by Joseph T. Hand, Principal Executive Officer, and Matthew E. Poff, Principal Financial and Accounting Officer, on August 12, 2025 - The report was signed by Joseph T. Hand, Principal Executive Officer, and Matthew E. Poff, Principal Financial and Accounting Officer, on August 12, 2025139