YORK WATER CO
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules. |
|---|
Report of Independent Registered Public Accounting Firm
Balance Sheets as of December 31, 2023 and 2022
Statements of Income for Years Ended December 31, 2023 and 2022
Statements of Common Stockholders’ Equity for Years Ended December 31, 2023 and 2022
Statements of Cash Flows for Years Ended December 31, 2023 and 2022
Notes to Financial Statements
| 2. | Financial Statement schedules. |
| Schedule | Schedule | Page |
|---|---|---|
| Number | Description | Number |
| II | Valuation and Qualifying Accounts | 60 |
The report of the Company’s independent registered public accounting firm with respect to the financial statement schedule appears on page 22.
All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto, or is not applicable or required.
| 3. | Exhibits required by Item 601 of Regulation S-K. |
| Exhibit Number | Exhibit Description | Page Number of Incorporation By Reference |
| 3 | Amended and Restated Articles of Incorporation | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated May 4, 2010. |
| 3.1 | Amended and Restated By-Laws | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 3.1 to Form 8-K dated January 26, 2012. |
| Exhibit Number | Exhibit Description | Page Number of Incorporation By Reference |
| 4.1 | Dividend Reinvestment and Direct Stock Purchase and Sale Plan | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission on Form S-3 dated November 7, 2022 (File No. 333-268204). |
| 4.2 | Description of The York Water Company Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended. | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.4 to the Company’s 2019 Form 10-K. |
| 10.1 | Articles of Agreement Between The York Water Company and Springettsbury Township relative to Extension of Water Mains dated April 17, 1985 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s 1989 Form 10-K. |
| 10.2 | Note Agreement relative to the $7,500,000 8.43% Senior Notes, Series D dated December 15, 1992 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 4.7 to the Company’s 1992 Form 10-K. |
| 10.3 | Variable Rate Loan Agreement between The York Water Company and Pennsylvania Economic Development Financing Authority, dated as of May 1, 2008 relative to the $12,000,000 Exempt Facilities Revenue Bonds | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s May 12, 2008 Form 8-K. |
| 10.4 | Trust Indenture dated as of May 1, 2008 between Pennsylvania Economic Development Financing Authority and Manufacturers and Traders Trust Company, as trustee | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.5 to the Company’s September 15, 2009 Form 8-K. |
| 10.5 | Reimbursement, Credit and Security Agreement, dated as of May 1, 2008 between The York Water Company and PNC Bank, National Association | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.3 to the Company’s May 12, 2008 Form 8-K. |
| 10.6 | Loan Agreement between The York Water Company and York County Industrial Development Authority, entered into July 23, 2015 and dated as of July 1, 2015 relative to the $10,000,000 4.00% - 4.50% Exempt Facilities Revenue Bonds. | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s July 24, 2015 Form 8-K. |
| 10.7 | Trust Indenture entered into July 23, 2015 and dated as of July 1, 2015 between York County Industrial Development Authority and Manufacturers and Traders Trust Company, as trustee | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.2 to the Company’s July 24, 2015 Form 8-K. |
| Exhibit Number | Exhibit Description | Page Number of Incorporation By Reference |
| 10.8* | Cash Incentive Plan | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s January 28, 2005 Form 8-K. |
| 10.9* | Form of Amended and Restated Change in Control Agreement originally effective as of August 1, 2022 between The York Water Company and each of the individuals listed on a schedule attached thereto, which plans are identical in all material respects except as indicated in Schedule 10.1 | Filed herewith. |
| 10.10* | Form of Amended and Restated Supplemental Retirement Plan originally effective as of August 1, 2023 between The York Water Company and each of the individuals listed on a schedule attached thereto, which plans are identical in all material respects except as indicated in Schedule 10.10 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s August 3, 2023 Form 10-Q. |
| 10.11* | Form of Amended and Restated Deferred Compensation Plan originally effective as of July 1, 2015 between The York Water Company and each of the individuals listed on a schedule attached thereto, which plans are identical in all material respects except as indicated in Schedule 10.18 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.18 to the Company’s March 10, 2020 Form 10-K. |
| 10.12* | Form of Amended and Restated Deferred Compensation Plan originally effective as of January 1, 2016 between The York Water Company and each of the individuals listed on a schedule attached thereto, which plans are identical in all material respects except as indicated in Schedule 10.13 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.13 to the Company’s March 8, 2022 Form 10-K. |
| 10.13* | Long-Term Incentive Plan | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission on Form S-8 dated May 11, 2016 (File No. 333-211287). |
| 10.14* | Employee Stock Purchase Plan | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.21 to the Company’s March 7, 2017 Form 10-K. |
| 10.15 | Note Agreement relative to the $20,000,000 4.54% Senior Notes, dated January 31, 2019 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s February 5, 2019 Form 8-K. |
| Exhibit Number | Exhibit Description | Page Number of Incorporation By Reference |
| 10.16 | Note Agreement relative to the $15,000,000 3.23% Senior Notes, dated October 1, 2019 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s October 2, 2019 Form 8-K. |
| 10.17 | Loan Agreement between The York Water Company and Pennsylvania Economic Development Financing Authority entered into October 8, 2019 and dated as of September 1, 2019 relative to the $25,370,000 3.00% - 3.10% Exempt Facilities Revenue Refunding Bonds. | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s October 9, 2019 Form 8-K. |
| 10.18 | Trust Indenture entered into October 8, 2019 and dated as of September 1, 2019 between Pennsylvania Economic Development Financing Authority and Manufacturers and Traders Trust Company, as trustee. | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.2 to the Company’s October 9, 2019 Form 8-K. |
| 10.19 | Note Agreement relative to the $30,000,000 3.24% Senior Notes, dated September 30, 2020 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s October 2, 2020 Form 8-K. |
| 10.20 | Note Agreement relative to the $40,000,000 5.50% Senior Notes, dated February 24, 2023 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s February 27, 2023 Form 8-K. |
| 10.21 | Note Agreement relative to the $40,000,000 5.67% Senior Notes, dated February 27, 2024 | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s February 28, 2024 Form 8-K. |
| 14 | Company Code of Conduct | Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as Exhibit 14 to the Company’s August 6, 2014 Form 10-Q. |
| 23 | Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm | Filed herewith. |
| Exhibit Number | Exhibit Description | Page Number of Incorporation By Reference |
| 31.1 | Certification pursuant to Rule 13a-14(a) and 15d-14(a) | Filed herewith. |
| 31.2 | Certification pursuant to Rule 13a-14(a) and 15d-14(a) | Filed herewith. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 97 | The York Water Company Clawback Policy | Filed herewith. |
| 101.INS | 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) | Filed herewith. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | Filed herewith. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | Filed herewith. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | Filed herewith. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | Filed herewith. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | Filed herewith. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith. |
| * Management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant | ||
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