THE YORK WATER COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K (Mark One )
? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________
Commission file number 001-34245
THE YORK WATER COMPANY (Exact name of registrant as specified in its charter) [[Image Removed: graphic]]Pennsylvania 23-1242500 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)130 East Market Street , York,Pennsylvania 17401 (Address of principal executive offices) (Zip Code ) Registrant's telephone number, including area code (717) 845-3601
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)
Securities registered pursuant to Section None
12(g) of the Act:
(Title of Each Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
? Yes ? No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
? Yes ? No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
? Yes ? No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
? Yes ? No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act Large accelerated filer ? Accelerated filer ? Non-accelerated filer ?
Smaller reporting company ? 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.
?
Indicate by check mark if the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
?
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
?
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
?
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
? Yes ?
No
The aggregate market value of the Common Stock, no par value, held by
nonaffiliates of the registrant on
As of
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Company's 2023 Annual Meeting of Shareholders are incorporated by reference into Part I and Part III.
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TABLE OF CONTENTS
Forward-Looking Statements 3
PART I
Item 1. Business 4
Item 1A. Risk Factors 7
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 8
Item 3. Legal Proceedings 9
Item 4. Mine Safety Disclosures 9
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder 10
Matters and Issuer Purchases of Equity Securities
Item 6. Reserved
10
Item 7. Management's Discussion and Analysis of Financial Condition and 10
Results of Operation
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19
Item 8. Financial Statements 19
Item 9. Changes in and Disagreements with Accountants on Accounting and 49
Financial Disclosure
Item 9A. Controls and Procedures 49
Item 9B. Other Information 50
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections 50
PART III
Item 10. Directors, Executive Officers and Corporate Governance 50
Item 11. Executive Compensation 51
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 51
Item 13. Certain Relationships and Related Transactions, and Director
Independence 51
Item 14. Principal Accounting Fees and Services 51
PART IV
Item 15. Exhibits and Financial Statement Schedules 52
Item 16. Form 10-K Summary 56
Signatures 58
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this annual report and in documents incorporated by reference 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 Annual Report 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 in this Annual Report 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 precipitation;
• natural disasters, including pandemics such as the current outbreak of
the novel strain of coronavirus known as "COVID-19" and its variants 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.
Table of Contents
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THE YORK WATER COMPANY
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