UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For
the fiscal year ended December 31,
2007
|
Commission
file number 0-690
|
THE YORK WATER
COMPANY
(Exact
name of registrant as specified in its charter)
|
PENNSYLVANIA
|
23-1242500
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
130 EAST MARKET
STREET, YORK, PENNSYLVANIA
|
17405
|
|
(Address
of principal executive offices)
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(Zip
Code)
|
|
Registrant's
telephone number, including area code
|
(717)
845-3601
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
|
Name of Each Exchange
on Which Registered
|
|
None
|
Securities
registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR
VALUE
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
|
YES
¨
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NO
ý
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Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
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YES
¨
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NO
ý
|
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
ý
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NO
¨
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Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one):
|
Large
accelerated filer ¨
|
Accelerated
filer ý
|
|
|
Non-accelerated
filer ¨
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Small
Reporting Company ¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
|
YES
¨
|
NO
ý
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The
aggregate market value of the Common Stock, no par value, held by nonaffiliates
of the registrant on June 30, 2007 was
$199,380,417.
As of
March 10, 2008
there were 11,264,923 shares of
Common Stock, no par value, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the 2007 Annual Report to Shareholders are incorporated by reference into
Parts I, II and III.
Portions
of the Proxy Statement for the Company's 2008 Annual Meeting of Shareholders are
incorporated by reference into Parts II and III.
THE YORK WATER COMPANY
PART
I
|
Item
1.
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Business.
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The
Company is a corporation duly organized under the laws of the Commonwealth of
Pennsylvania in 1816.
The
business of the Company is to impound, purify and distribute
water. The Company operates within its franchised territory, which
covers 39 municipalities within York County, Pennsylvania and seven
municipalities within Adams County, Pennsylvania. The Company is
regulated by the Pennsylvania Public Utility Commission, or PPUC, in the areas
of billing, payment procedures, dispute processing, terminations, service
territory and rate setting. The Company must obtain PPUC approval
before changing any of the aforementioned procedures. Water service
is supplied through the Company's own distribution system. The
Company obtains its water supply from the south branch and east branch of the
Codorus Creek, which drains an area of approximately 117 square
miles. The Company has two reservoirs, Lake Williams and Lake Redman,
which together hold up to approximately 2.2 billion gallons of
water. The Company has a 15-mile pipeline from the Susquehanna River
to Lake Redman which provides access to an additional supply of 12.0 million
gallons of water per day. As of December 31, 2007, the Company's
present average daily availability was 35.0 million gallons, and daily
consumption was approximately 19.1 million gallons. As of December
31, 2007, the Company's service territory had an estimated population of
171,000. Industry within the Company's service territory is
diversified, manufacturing such items as fixtures and furniture, electrical
machinery, food products, paper, ordnance units, textile products, air
conditioning systems, barbells and motorcycles.
The
Company's business is somewhat dependent on weather conditions, particularly the
amount of rainfall; however, minimum customer charges are in place, and the
Company expects to cover its fixed costs of operations under all likely weather
conditions. The Company's business does not require large amounts of
working capital and is not dependent on any single customer or a very few
customers.
During
the five year period ended December 31, 2007, the Company maintained an
increasing growth in number of customers and distribution facilities. The
Company presently has 109 full time employees.
The
following table sets forth certain of our summary statistical
information.
|
(In
thousands of dollars)
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For
the Years Ended December 31,
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||||
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2007
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2006
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2005
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2004
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2003
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|
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Revenues
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|||||
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Residential
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$ 19,722
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$ 17,972
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$ 16,737
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$ 13,789
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$ 12,574
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Commercial
and industrial
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9,290
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8,497
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8,009
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6,893
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6,598
|
|
Other
|
2,421
|
2,189
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2,059
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1,822
|
1,717
|
|
Total
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$ 31,433
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$ 28,658
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$ 26,805
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$ 22,504
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$ 20,889
|
|
Average
daily consumption
(gallons
per day)
|
19,058,000
|
18,769,000
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18,657,000
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18,116,000
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17,498,000
|
|
Miles
of mains
at
year-end
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845
|
817
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786
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752
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730
|
|
Additional
distribution mains installed/acquired (ft.)
|
147,803
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159,330
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212,702
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114,658
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44,958
|
|
Number
of customers
at
year-end
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58,890
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57,578
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55,731
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53,134
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51,916
|
|
Population
served
at
year-end
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171,000
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166,000
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161,000
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158,000
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156,000
|
Please
refer to the “Highlights of Our 192nd Year” section of our 2007 Annual Report to
Shareholders filed herewith as Exhibit 13 for summary financial information for
the last five years.
Page
2
For
further information, please see the Shareholder Information page of our 2007
Annual Report to Shareholders filed herewith as Exhibit 13.
|
Item
1A.
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Risk
Factors.
|
The rates we charge
our customers are subject to regulation. If we are unable to obtain government
approval of our requests for rate increases, or if approved rate increases are
untimely or inadequate to cover our investments in utility plant and equipment
and projected expenses, our results of operations may be adversely
affected.
Our
ability to maintain and meet our financial objectives is dependent upon the
rates we charge our customers, which are subject to approval by the PPUC. We
file rate increase requests with the PPUC, from time to time, to recover our
investments in utility plant and equipment and projected expenses. Any rate
increase or adjustment must first be justified through documented evidence and
testimony. The PPUC determines whether the investments and expenses are
recoverable, the length in time over which such costs are recoverable, or,
because of changes in circumstances, whether a remaining balance of deferred
investments and expenses is no longer recoverable in rates charged to customers.
Once a rate increase application is filed with the PPUC, the ensuing
administrative and hearing process may be lengthy and costly. The timing of our
rate increase requests are therefore dependent upon the estimated cost of the
administrative process in relation to the investments and expenses that we hope
to recover through the rate increase.
We can
provide no assurances that future requests will be approved by the PPUC; and, if
approved, we cannot guarantee that these rate increases will be granted in a
timely or sufficient manner to cover the investments and expenses for which we
sought the rate increase. If we are unable to obtain PPUC approval of our
requests for rate increases, or if approved rate increases are untimely or
inadequate to cover our investments in utility plant and equipment and projected
expenses, our results of operations may be adversely affected.
We are subject to
federal, state and local regulation that may impose costly limitations and
restrictions on the way we do business.
Various
federal, state and local authorities regulate many aspects of our business.
Among the most important of these regulations are those relating to the quality
of water we supply our customers and water allocation rights. Government
authorities continually review these regulations, particularly the drinking
water quality regulations, and may propose new or more restrictive requirements
in the future. We are required to perform water quality tests that are monitored
by the PPUC, the U.S. Environmental Protection Agency, or EPA, and the
Pennsylvania Department of Environmental Protection, or DEP, for the detection
of certain chemicals and compounds in our water. If new or more restrictive
limitations on permissible levels of substances and contaminants in our water
are imposed, we may not be able to adequately predict the costs necessary to
meet regulatory standards. If we are unable to recover the cost of implementing
new water treatment procedures in response to more restrictive water quality
regulations through our rates that we charge our customers, or if we fail to
comply with such regulations, it could have a material adverse effect on our
financial condition and results of operations.
We are
also subject to water allocation regulations that control the amount of water
that we can draw from water sources. The Susquehanna River Basin Commission, or
SRBC, and DEP regulate the amount of water withdrawn from streams in the
watershed for water supply purposes to assure that sufficient quantities are
available to meet our needs and the needs of other regulated users. In addition,
government drought restrictions could cause the SRBC or DEP to temporarily
reduce the amount of our allocations. If new or more restrictive water
allocation regulations are implemented or our allocations are reduced due to
weather conditions, it may have an adverse effect on our ability to supply the
demands of our customers, and in turn, on our revenues and results of
operations.
Our business is
subject to seasonal fluctuations, which could affect demand for our water
service and our revenues.
Demand
for our water during the warmer months is generally greater than during cooler
months due primarily to additional requirements for water in connection with
cooling systems, swimming pools, irrigation systems and other outside water use.
Throughout the year, and particularly during typically warmer months, demand
will vary with temperature and rainfall levels. If temperatures during the
typically warmer months are cooler than expected, or there is more rainfall than
expected, the demand for our water may decrease and adversely affect our
revenues.
Page
3
Weather conditions
and overuse may interfere with our sources of water, demand for water services,
and our ability to supply water to our customers.
We depend
on an adequate water supply to meet the present and future demands of our
customers and to continue our expansion efforts. Unexpected conditions may
interfere with our water supply sources. Drought and overuse may limit the
availability of surface water. These factors might adversely affect our ability
to supply water in sufficient quantities to our customers and our revenues and
earnings may be adversely affected. Additionally, cool and wet weather, as well
as drought restrictions and our customers’ conservation efforts, may reduce
consumption demands, also adversely affecting our revenue and earnings.
Furthermore, freezing weather may also contribute to water transmission
interruptions caused by pipe and main breakage. If we experience an interruption
in our water supply, it could have a material adverse effect on our financial
condition and results of operations.
The
current concentration of our business in central and southern Pennsylvania makes
us susceptible to adverse developments in local economic and demographic
conditions.
Our
service territory presently includes 39 municipalities within York County,
Pennsylvania and seven municipalities within Adams County,
Pennsylvania. Our revenues and operating results are therefore
subject to local economic and demographic conditions in the area. A
change in any of these conditions could make it more costly or difficult for us
to conduct our business. In addition, any such change would have a
disproportionate effect on us, compared to water utility companies that do not
have such a geographic concentration.
Contamination of our
water supply may cause disruption in our services and adversely affect our
revenues.
Our water
supply is subject to contamination from the migration of naturally-occurring
substances in groundwater and surface systems and pollution resulting from
man-made sources. In the event that our water supply is contaminated, we may
have to interrupt the use of that water supply until we are able to substitute
the flow of water from an uncontaminated water source through our interconnected
transmission and distribution facilities. In addition, we may incur significant
costs in order to treat the contaminated source through expansion of our current
treatment facilities or development of new treatment methods. Our inability to
substitute water supply from an uncontaminated water source, or to adequately
treat the contaminated water source in a cost-effective manner, may have an
adverse effect on our revenues.
The necessity for
increased security has and may continue to result in increased operating
costs.
In the
wake of the September 11, 2001 terrorist attacks and the ensuing threats to
the nation’s health and security, we have taken steps to increase security
measures at our facilities and heighten employee awareness of threats to our
water supply. We have also tightened our security measures regarding the
delivery and handling of certain chemicals used in our business. We have and
will continue to bear increased costs for security precautions to protect our
facilities, operations and supplies. We are not aware of any specific threats to
our facilities, operations or supplies. However, it is possible that we would
not be in a position to control the outcome of such events should they
occur.
We depend on the
availability of capital for expansion, construction and
maintenance.
Our
ability to continue our expansion efforts and fund our construction and
maintenance program depends on the availability of adequate capital. There is no
guarantee that we will be able to obtain sufficient capital in the future or
that the cost of capital will not be too high for future expansion and
construction. In addition, approval from the PPUC must be obtained prior to our
sale and issuance of securities. If we are unable to obtain approval from the
PPUC on these matters, or to obtain approval in a timely manner, it may affect
our ability to effect transactions that are beneficial to us or our
shareholders. A single transaction may itself not be profitable but
might still be necessary to continue providing service or to grow the
business.
We may face
competition from other water suppliers that may hinder our growth and reduce our
profitability.
We face
competition from other water suppliers for acquisitions, which may limit our
growth opportunities. Furthermore, even after we have been the
successful bidder in an acquisition, competing water suppliers may challenge our
application for extending our franchise territory to cover the target company’s
market. Finally, third parties either supplying water on a
contract basis to municipalities or entering into agreements to operate
municipal water systems might adversely affect our business by winning contracts
that may be beneficial to us. If we are unable to compete
successfully with other water suppliers for these acquisitions, franchise
territories and contracts, it may impede our expansion goals and adversely
affect our profitability.
Page
4
An
important element of our growth strategy is the acquisition of water
systems. Any pending or future acquisitions we decide to undertake
will involve risks.
The
acquisition and integration of water systems is an important element in our
growth strategy. This strategy depends on identifying suitable
acquisition opportunities and reaching mutually agreeable terms with acquisition
candidates. The negotiation of potential acquisitions as well as the
integration of acquired businesses could require us to incur significant
costs. Further, acquisitions may result in dilution for the owners of
our common stock, our incurrence of debt and contingent liabilities and
fluctuations in quarterly results. In addition, the businesses and
other assets we acquire may not achieve the financial results that we expect,
which could adversely affect our profitability.
We have restrictions
on our dividends. There can also be no assurance that we will continue to pay
dividends in the future or, if dividends are paid, that they will be in amounts
similar to past dividends.
The terms
of our debt instruments impose conditions on our ability to pay dividends. We
have paid dividends on our common stock each year since our inception in 1816
and have increased the amount of dividends paid each year since 1997. Our
earnings, financial condition, capital requirements, applicable regulations and
other factors, including the timeliness and adequacy of rate increases, will
determine both our ability to pay dividends on our common stock and the amount
of those dividends. There can be no assurance that we will continue to pay
dividends in the future or, if dividends are paid, that they will be in amounts
similar to past dividends.
If we are unable to
pay the principal and interest on our indebtedness as it comes due or we default
under certain other provisions of our loan documents, our indebtedness could be
accelerated and our results of operations and financial condition could be
adversely affected.
Our
ability to pay the principal and interest on our indebtedness as it comes due
will depend upon our current and future performance. Our performance is affected
by many factors, some of which are beyond our control. We believe that our cash
generated from operations, and, if necessary, borrowings under our existing
credit facilities will be sufficient to enable us to make our debt payments as
they become due. If, however, we do not generate sufficient cash, we may be
required to refinance our obligations or sell additional equity, which may be on
terms that are not as favorable to us. No assurance can be given that any
refinancing or sale of equity will be possible when needed or that we will be
able to negotiate acceptable terms. In addition, our failure to comply with
certain provisions contained in our trust indentures and loan agreements
relating to our outstanding indebtedness could lead to a default under these
documents, which could result in an acceleration of our
indebtedness.
We depend
significantly on the services of the members of our senior management team, and
the departure of any of those persons could cause our operating results to
suffer.
Our
success depends significantly on the continued individual and collective
contributions of our senior management team. If we lose the services of any
member of our senior management or are unable to hire and retain experienced
management personnel, our operating results could suffer.
There is a limited
trading market for our common stock; you may not be able to resell your shares
at or above the price you pay for them.
Although
our common stock is listed for trading on the NASDAQ Global Select Market, the
trading in our common stock has substantially less liquidity than many other
companies quoted on the NASDAQ Global Select Market. A public trading market
having the desired characteristics of depth, liquidity and orderliness depends
on the presence in the market of willing buyers and sellers of our common stock
at any given time. This presence depends on the individual decisions of
investors and general economic and market conditions over which we have no
control. Because of the limited volume of trading in our common stock, a sale of
a significant number of shares of our common stock in the open market could
cause our stock price to decline.
Page
5
The
credit rating of the insurer of our $12 million variable rate PEDFA Series B
Bonds was recently downgraded and, as a result, all of the bonds were
tendered. If our remarketing agent is not successful in remarketing
the bonds, our Standby Bond Purchase Agreement with PNC Bank may be terminated,
and the Company may be required to refund and refinance all of the
bonds.
The
holders of our $12,000 variable rate PEDFA Series B Bonds may tender their bonds
at any time. When the bonds are tendered, they are subject to an
annual remarketing agreement, pursuant to which a remarketing agent attempts to
remarket the tendered bonds pursuant to the terms of the
Indenture. We also have a Standby Bond Purchase Agreement (also known
as a liquidity facility) whereby bonds which cannot be remarketed are purchased
by a financial institution (PNC Bank). If PNC Bank is unable to
remarket or sell the bonds within 6 months, we must begin to buy back the bonds
in monthly installments over a five-year period.
In
January 2008, the credit rating of the insurer of the bonds was downgraded, and
as a result, all of the bonds were tendered. The remarketing agent is currently
attempting to remarket the bonds, but these efforts may not be successful. Also,
the terms of the standby agreement permit PNC Bank to terminate the agreement
after an insurer credit downgrade has occurred. If the remarketing
agent is unable to remarket the bonds, it is likely that PNC Bank will terminate
the standby agreement and we will be required to refund and refinance all of the
bonds. We are currently investigating both fixed and variable
financing options that will best satisfy both short-term and long-term
objectives. We also have sufficient line of credit capacity to be
able to buy the bonds back temporarily until a more permanent refinancing can be
achieved. There can be no assurances that we will receive terms as
favorable as those of the bonds in any such refinancing, which could adversely
affect our results of operations.
|
Item
1B.
|
Unresolved
Staff Comments.
|
The
Company has no unresolved staff comments.
|
Item
2.
|
Properties.
|
Source
of Supply
The
Company has two impounding dams located in York and Springfield Townships
adjoining the Borough of Jacobus to the south. The lower dam, the
Lake Williams Impounding Dam, is constructed of compacted earth with a concrete
core wall and is 700 feet long and 58 feet high and creates a reservoir covering
approximately 165 acres containing about 870 million gallons of
water. About 800 acres surrounding the reservoir are planted with
more than 1.2 million evergreen trees, which the Company believes will protect
the area both from pollution and also from soil erosion, which might otherwise
fill the reservoir with silt. The upper dam, the Lake Redman
Impounding Dam, is constructed of compacted earth and is 1,000 feet long and 52
feet high and creates a reservoir covering approximately 290 acres containing
about 1.3 billion gallons of water. About 600 acres surrounding the reservoir
are planted with grass, which the Company believes will protect the area both
from pollution and also from soil erosion, which might otherwise fill the
reservoir with silt.
In
addition to the two impounding dams, the Company owns a 15-mile pipeline from
the Susquehanna River to Lake Redman that provides access to a supply of an
additional 12.0 million gallons of water per day. As of December 31,
2007, the Company's present average daily availability was 35.0 million gallons,
and daily consumption was approximately 19.1 million gallons.
Pumping
Stations
The
Company's main pumping station is located in Spring Garden Township on the south
branch of the Codorus Creek about 1,500 feet upstream from its confluence with
the west branch of the Codorus Creek and about four miles downstream from the
Company's lower impounding dam. The pumping station presently houses
pumping equipment consisting of three electrically driven centrifugal pumps and
two diesel-engine driven centrifugal pumps with a combined pumping capacity of
68.0 million gallons per day. The pumping capacity is more than
double peak requirements and is designed to provide an ample safety margin in
the event of pump or power failure. In 2007, a large diesel backup
generator was added to provide power to our pumps in the event of an emergency.
The raw water is pumped approximately two miles to the filtration plant through
pipes owned by the Company.
The
Susquehanna River Pumping Station is located on the western shore of the
Susquehanna River several miles south of Wrightsville, PA. The
pumping station is equipped with (3) Floway Vertical Turbine pumps rated at 6
million gallons per day each. The pumps are driven by (3) Caterpillar
3512 Diesel Engines rated at 1175 H.P. each. The pumping station
pumps water from the Susquehanna River approximately 15 miles through a
combination of 30” and 36” ductile iron main to the Company’s upper impounding
dam, Lake Redman.
Page
6
Water
Treatment
The
Company's filtration plant is located in Spring Garden Township about one-half
mile south of the City of York. Water at this plant is filtered
through twelve dual media filters having a stated capacity of 31.0 million
gallons per day with a maximum supply of 42.0 million gallons per day for short
periods if necessary. Based on an average daily consumption in 2007
of approximately 19.1 million gallons, the Company believes the pumping and
filtering facilities are adequate to meet present and anticipated
demands. In 2005, the Company performed a capacity study of the
filtration plant and in 2007, began upgrading the facility to increase capacity
for future growth. The project is expected to continue over the next
several years.
Transmission
and Distribution
The
distribution system of the Company has approximately 845 miles of main water
lines which range in diameter from 2 inches to 36 inches. The
distribution system includes 24 booster stations and 27 standpipes and
reservoirs capable of storing approximately 56.0 million gallons of potable
water. All booster stations are equipped with at least two pumps for
protection in case of mechanical failure. In 2008, the Company plans
to construct new booster stations in the northwest area of York, New Oxford and
West Manheim Township. An additional standpipe is planned for West
Manheim Township.
Other
Properties
The
Company's distribution center and material and supplies warehouse are located at
1801 Mt. Rose Avenue, Springettsbury Township and are composed of three
one-story concrete block buildings aggregating 30,680 square feet.
The
accounting and executive offices of the Company are located in one three-story
and one two-story brick and masonry buildings, containing a total of
approximately 21,861 square feet, at 124 and 130 East Market Street, York,
Pennsylvania.
All of
the Company's properties described above are held in fee by the
Company. There are no material encumbrances on such
properties.
In 1976,
the Company entered into a Joint Use and Park Management Agreement with York
County under which the Company licensed use of certain of its lands and waters
for public park purposes for a period of 50 years. This property
includes two lakes and is located on approximately 1,700 acres in Springfield
and York townships. Of the Park’s acreage, approximately 500 acres
are subject to an automatically renewable one-year license. Under the
Joint Use Agreement, York County has agreed not to erect a dam upstream on the
East Branch of the Codorus Creek or otherwise obstruct the flow of the
creek. The Joint Use Agreement subordinates the County’s use of the
lands and waters for recreational purposes to our prior and overriding use of
the lands and waters for utility purposes.
|
Item
3.
|
Legal
Proceedings.
|
There are
no material legal proceedings involving the Company.
|
Item
4.
|
Submission of Matters to a Vote
of Security Holders.
|
No matter
was submitted to a vote of the security holders during the fourth quarter of the
fiscal year covered by this report.
PART
II
|
Item
5.
|
Market
for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
The
information set forth under the caption "Market for Common Stock and Dividends"
and “Dividend Policy” of the 2007 Annual Report to Shareholders is incorporated
herein by reference.
Page
7
The
Company has no securities authorized for issuance under equity compensation
plans with the exception of an employee stock purchase plan. The
employee stock purchase plan allows employees to purchase stock at a 5% discount
up to a maximum of 10% of their gross compensation. Under this plan,
approximately 59,000 authorized shares remain unissued as of December 31,
2007.
The
information set forth under the caption “Company Performance” of the Proxy
Statement for the Company’s 2008 Annual Meeting of Shareholders is incorporated
herein by reference.
The
Company did not repurchase any of its securities during the fourth quarter of
2007.
|
Item
6.
|
Selected Financial
Data.
|
The
information set forth under the caption "Highlights of Our 192nd Year" of the
2007 Annual Report to Shareholders is incorporated herein by
reference.
|
Item
7.
|
Management's Discussion and
Analysis of Financial Condition and Results of
Operations.
|
The
information set forth under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the 2007 Annual Report to
Shareholders is incorporated herein by reference.
This
annual report on Form 10-K contains certain matters which are not historical
facts, but which are forward-looking statements. Words such as "may,"
"should," "believe," "anticipate," "estimate," "expect," "intend," "plan" and
similar expressions are intended to identify forward-looking
statements. The Company intends these forward-looking statements to
qualify for safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include certain information relating to the Company’s business strategy;
statements including, but not limited to:
|
·
|
expected
profitability and results of
operations;
|
|
·
|
goals,
priorities and plans for, and cost of, growth and
expansion;
|
|
·
|
strategic
initiatives;
|
|
·
|
availability
of water supply;
|
|
·
|
water
usage by customers; and
|
|
·
|
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 any 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;
|
|
·
|
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;
|
|
·
|
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, which are
less favorable than expected; and
|
|
·
|
other
matters set forth in Item 1A, “Risk
Factors”.
|
Page
8
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market
Risk.
|
All
dollar amounts are stated in thousands of dollars.
The
Company does not use off-balance sheet transactions, arrangements or obligations
that may have a material current or future effect on financial condition,
results of operations, liquidity, capital expenditures, capital resources or
significant components of revenues or expenses. The Company does not
use securitization of receivables or unconsolidated entities. The Company does
not engage in trading or risk management activities, with the exception of the
interest rate swap agreement discussed in Note 4 to the financial statements,
does not use derivative financial instruments for trading purposes, has no lease
obligations, and does not have material transactions involving related
parties.
The
Company's operations are exposed to market risks primarily as a result of
changes in interest rates. This exposure to these market risks
relates to the Company's debt obligations under its lines of
credit. As of February, 2008 the Company has lines of credit with
maximum availability of $28,000 with two banks, under which there were
borrowings outstanding of $11,210 as of December 31, 2007. Loans
granted under these lines bear interest based upon LIBOR plus 0.70 to 0.75
percent. Both lines of credit are unsecured. One line,
amounting to $11,000 is payable upon demand, whereas the other is a committed
line with a revolving 2-year maturity. Other than lines of credit,
the Company has long-term fixed rate debt obligations as discussed in Note 4 to
the Financial Statements included in the 2007 Annual Report to Shareholders
included as Exhibit 13 to this Form 10-K and the variable rate PEDFA loan
agreement described below.
In
December 2004, the Pennsylvania Economic Development Financing Authority, or the
PEDFA, issued $12,000 aggregate principal amount of PEDFA Exempt Facilities
Revenue Bonds, Series B. The PEDFA then loaned the proceeds to the
Company pursuant to a variable interest rate loan agreement with a maturity date
of October 1, 2029. In connection with the loan agreement, the
Company entered into an interest rate swap transaction whereby the Company
exchanged its floating rate obligation for a fixed rate
obligation. The purpose of the interest rate swap is to manage the
Company’s exposure to fluctuations in the interest rate. See Note 4
to the financial statements of our 2007 Annual Report to Shareholders included
as Exhibit 13 to this Form 10-K.
The table
below provides information about the Company’s derivative financial instrument
and other financial instruments that are sensitive to changes in interest rates,
including interest rate swaps and debt obligations. For debt
obligations, the table presents principal cash flows and related weighted
average interest rates by expected maturity dates. For interest rate
swaps, the table presents notional amounts and weighted average interest rates
by expected maturity dates. Notional amounts are used to calculate
the contractual payments to be exchanged under the contract. Weighted
average variable rates are based on implied forward rates in the yield curve at
the reporting date.
|
(In
thousands of dollars)
|
Expected
Maturity Date
|
|||||||
|
Liabilities
|
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
Fair
Value
|
|
Long-term
debt
|
$12,040
|
$10,951
|
$4,341
|
$41
|
$42
|
$43,090
|
$70,505
|
$80,000
|
|
Weighted
average interest rate
|
3.70%
|
3.89%
|
3.72%
|
1.00%
|
1.00%
|
7.27%
|
6.03%
|
|
Page
9
|
(In
thousands of dollars)
|
Expected
Maturity Date
|
|||||||
|
Interest
Rate Derivatives
|
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
Fair
Value
|
|
Interest
Rate Swap – Notional Value $12,000
|
$473
|
|||||||
|
Variable
to Fixed
|
||||||||
|
Average
pay rate
|
3.15%
|
3.16%
|
3.16%
|
3.16%
|
3.19%
|
3.16%
|
3.16%
|
|
|
Average
receive rate
|
2.52%
|
1.94%
|
2.33%
|
2.58%
|
2.75%
|
3.12%
|
2.96%
|
|
The
liabilities portion of the table includes the $12,000 variable rate loan, as the
underlying bonds were tendered in January 2008. Interest on the
$12,000 variable rate loan is included at an assumed interest rate of 3.71%
which represents the average rate paid to bondholders in 2007. Since
the bonds were tendered in January and may not be able to be remarketed, the
Company may be required to refund the bonds and refinance them. If
the variable rate debt were refinanced, the interest rate could be in the 4.00%
- 7.00% range, which is a substantial increase. The Company would ask
the Pennsylvania Public Utility Commission for the additional interest to be
included in rates charged to customers.
The
liabilities table also includes $8,210 in 2009 of outstanding borrowings under
the Company’s committed line of credit. The interest rate is variable
but is included in the table at its most current rate of 4.0
percent.
The
interest rate derivative portion of the table assumes the interest rate swap
agreement continues. If the Company refunds and refinances the
variable rate debt, the swap may continue or it may be terminated. In
the event the interest rate swap terminates, either we or PNC Bank, the swap
counterparty, may be required to make a termination payment to the other based
on market conditions at such time. If the Company had terminated the
rate swap as of February 27, 2008, the Company’s termination payment would have
amounted to $405.
|
Item
8.
|
Financial
Statements and Supplementary Data.
|
The
following financial statements set forth in the 2007 Annual Report to Shareholders are
incorporated herein by reference:
|
Management’s
Report on Internal Controls Over Financial Reporting
|
Page
11
|
|
|
Report
of Independent Registered Public Accounting Firm on Internal Control Over
Financial Reporting
|
Page
12
|
|
|
Report
of Independent Registered Public Accounting Firm
|
Page
13
|
|
|
Balance
Sheets as of December 31, 2007 and 2006
|
Page
14
|
|
|
Statements
of Income for Years Ended December 31, 2007, 2006 and 2005
|
Page
16
|
|
|
Statements
of Common Stockholders’ Equity and Comprehensive Income
|
||
|
for
Years Ended December 31, 2007, 2006 and 2005
|
Page
17
|
|
|
Statements
of Cash Flows for Years Ended December 31, 2007, 2006 and
2005
|
Page
18
|
|
|
Notes
to Financial Statements
|
Page
19
|
|
Except
for the above financial data and the information specified under Items 1, 5, 6,
7, and 7A of this report, the 2007Annual Report to Shareholders is not deemed to
be filed as part of this report.
|
Item
9.
|
Changes in and Disagreements
with Accountants on Accounting and Financial
Disclosure.
|
None.
Page
10
|
Item
9A.
|
Controls
and Procedures.
|
|
(a)
|
Evaluation
of Disclosure Controls and
Procedures
|
The
Company's management, with the participation of the Company's President and
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the Company's disclosure controls and procedures as of the end of the period
covered by this report. Based upon this evaluation, the Company's
President and Chief Executive Officer along with the Chief Financial Officer
concluded that the Company's disclosure controls and procedures as of the end of
the period covered by this report are functioning effectively to provide
reasonable assurance that the information required to be disclosed by the
Company in reports filed under the Securities Exchange Act of 1934 is (i)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and (ii) accumulated and communicated to the
Company’s management, including the President and Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.
The
Company’s management’s report on internal control over financial reporting is
set forth in Item 8 of this annual report on Form 10-K and is incorporated by
reference herein.
|
(b)
|
Attestation
Report of the Registered Public Accounting
Firm
|
The
Company’s internal controls over financial reporting as of December 31, 2007
have been audited by Beard Miller Company LLP, the independent registered public
accounting firm who also audited the Company’s financial
statements. Beard Miller’s attestation report on the Company’s
internal control over financial reporting is set forth in Item 8 of this annual
report on Form 10-K and is incorporated by reference herein.
|
(c)
|
Change
in Internal Control over Financial
Reporting
|
No change
in the Company's internal control over financial reporting occurred during the
Company's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
|
Item
9B.
|
Other
Information.
|
None.
PART
III
|
Item
10.
|
Directors, Executive Officers
and Corporate Governance.
|
Directors
and Executive Officers
The
information set forth under the caption "Voting Securities and Principal Holders
Thereof" of the Proxy Statement issued pursuant to Regulation 14A for the
Company's 2008 Annual Meeting of Shareholders to be held May 5, 2008 is
incorporated herein by reference.
Other
Directorships
The
information set forth under the caption “General Information about Other Boards
of Directors” of the Proxy Statement issued pursuant to Regulation 14A for the
Company’s 2008 Annual Meeting of Shareholders to be held May 5, 2008 is
incorporated herein by reference.
Section
16(a) Beneficial Ownership Reporting Compliance
The
information set forth under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance” of the Proxy Statement issued pursuant to Regulation 14A
for the Company's 2008 Annual Meeting of Shareholders to be held May 5, 2008 is
incorporated herein by reference.
Page
11
Code of
Ethics
The
Company’s Board of Directors has adopted a Code of Conduct applicable to all
Directors, officers and employees. There were no waivers of the code
made for any Director, officer or employee during 2007. A copy of the
Code of Conduct was filed with the Securities and Exchange Commission as Exhibit
14 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2002. The Code of Conduct is also available, free of charge, on the
Company’s website at www.yorkwater.com. The
Company intends to disclose amendments to, or Director, officer and employee
waivers from, the Code of Conduct, if any, on its website, or by Form 8-K to the
extent required.
Audit
Committee
The
information set forth under the caption “Committees and Functions” of the Proxy
Statement issued pursuant to Regulation 14A for the Company’s 2008 Annual
Meeting of Shareholders to be held May 5, 2008 is incorporated herein by
reference.
The Board
of Directors has determined that John L. Finlayson, Chairman of the Audit
Committee, is an Audit Committee financial expert within the meaning of the
applicable SEC rules. Mr. Finlayson is a Certified Public Accountant,
and has an understanding of generally accepted accounting principles and
financial statements, as well as the ability to assess the general application
of such principles in connection with the accounting for estimates, accruals and
reserves. Mr. Finlayson is experienced in the preparation and
auditing of financial statements of public companies, and has an understanding
of accounting estimates, internal control over financial reporting and audit
committee functions. He is independent of management.
|
Item
11.
|
Executive Compensation.
|
The
information set forth under the caption "Compensation of Directors and Executive
Officers" of the Proxy Statement issued pursuant to Regulation 14A for the
Company's 2008 Annual Meeting of Shareholders to be held May 5, 2008 is
incorporated herein by reference.
Compensation
Committee Interlocks and Insider Participation
The
information set forth under the caption “Committees and Functions” of the Proxy
Statement issued pursuant to Regulation 14A for the Company’s 2008 Annual
Meeting of Shareholders to be held May 5, 2008 is incorporated herein by
reference.
Compensation
Committee Report
The
information set forth under the caption “Compensation Committee Report” of the
Proxy Statement issued pursuant to Regulation 14A for the Company’s 2008 Annual
Meeting of Shareholders to be held May 5, 2008 is incorporated herein by
reference.
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
The
Company has no securities authorized for issuance under equity compensation
plans with the exception of an employee stock purchase plan. The
employee stock purchase plan allows employees to purchase stock at a 5% discount
up to a maximum of 10% of their gross compensation. Under this plan,
approximately 59,000 authorized shares remain unissued as of December 31,
2007.
The
information set forth under the caption "Voting Securities and Principal Holders
Thereof" of the Proxy Statement issued pursuant to Regulation 14A for the
Company's 2008 Annual Meeting of Shareholders to be held May 5, 2008 is
incorporated herein by reference.
|
Item
13.
|
Certain Relationships and
Related Transactions, and Director
Independence.
|
Michael
W. Gang, an independent director of the Company, is a partner in the law firm of
Post & Schell PC. The Company retained this firm for various
matters during 2007 and expects to do so again during 2008. The
Company paid approximately $76,000 to this law firm in 2007. The
Company plans to consult with Jeffrey S. Osman, Retired President and Chief
Executive Officer and Director, regarding regulatory matters in
2008. The value of these services is expected to be less than
$50,000.
The
information set forth under the captions “Election of Directors” and “Disclosure
of Related Party Transactions” of the Proxy Statement issued pursuant to
Regulation 14A for the Company’s 2008 Annual Meeting of Shareholders to be held
May 5, 2008 is incorporated herein by reference.
Page
12
|
Item
14.
|
Principal
Accountant Fees and Services.
|
The
information set forth under the caption, "Shareholder Approval of Appointment of
Independent Public Accountants" of the Proxy Statement issued pursuant to
Regulation 14A for the Company's 2008 Annual Meeting of Shareholders to be held
May 5, 2008 is incorporated herein by reference.
PART
IV
|
Item
15.
|
Exhibits and Financial
Statement Schedules.
|
|
(a)(1)
|
Certain
documents filed as a part of the Form
10-K.
|
The
financial statements set forth under Item 8 of this Form 10-K.
|
(a)(2)
|
Financial
Statement schedules.
|
|
Schedule
|
Schedule
|
Page
|
|
Number
|
Description
|
Number
|
|
II
|
15
|
|
|
for
the years ended December 31, 2007, 2006, and 2005
|
The
report of the Company's independent registered public accounting firm with
respect to the financial statement schedule appears on page 14.
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.
|
(a)(3)
|
Exhibits
required by Item 601 of Regulation
S-K.
|
The
exhibits are set forth in the Index to Exhibits shown on pages 17 through
20.
Page
13
Report
of Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders
The York
Water Company
The
audits referred to in our report dated March 10, 2008 relating to the financial
statements of The York Water Company as of December 31, 2007 and 2006, and
for each of the years in the three-year period ended December 31, 2007
incorporated in Item 8 of this Form 10-K by reference to the annual report
to stockholders for the year ended December 31, 2007 included the audit of the
financial statement schedule listed in Item 15(a)(2). This
financial statement schedule is the responsibility of the Company’s
management. Our responsibility is to express an opinion on this
financial statement schedule based upon our audits.
In our
opinion, the financial statement schedule presents fairly, in all material
respects, the information set forth therein.
|
/s/Beard
Miller Company LLP
|
|
Beard
Miller Company LLP
|
|
York,
Pennsylvania
|
|
March
10, 2008
|
Page
14
SCHEDULE
II VALUATION AND QUALIFYING ACCOUNTS
FOR
THE THREE YEARS ENDED DECEMBER 31, 2007
|
Additions
|
|||||
|
Description
|
Balance
at
Beginning
Of
Year
|
Charged to
Cost and
Expenses
|
Recoveries
|
Deductions
|
Balance At
End Of
Year
|
|
FOR
THE YEAR ENDED
DECEMBER
31, 2007
Reserve
for
uncollectible
accounts
|
$173,000
|
$153,855
|
$20,831
|
$154,686
|
$193,000
|
|
FOR
THE YEAR ENDED
DECEMBER
31, 2006
Reserve
for
uncollectible
accounts
|
$135,000
|
$209,914
|
$15,253
|
$187,167
|
$173,000
|
|
FOR
THE YEAR ENDED
DECEMBER
31, 2005
Reserve
for
uncollectible
accounts
|
$130,000
|
$128,032
|
$14,126
|
$137,158
|
$135,000
|
Page
15
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
THE
YORK WATER COMPANY
|
|||
|
(Registrant)
|
|||
|
Dated:
March 10,
2008
|
By:
|
/s/Jeffrey R. Hines | |
|
Jeffrey
R. Hines
|
|||
|
President
and CEO
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
By:
/s/Jeffrey
R. Hines
|
By:
/s/Kathleen
M. Miller
|
|
Jeffrey
R. Hines
|
Kathleen
M. Miller
|
|
(Principal
Executive Officer and
Director)
|
(Principal
Accounting Officer and Chief Financial Officer)
|
|
Dated: March
10, 2008
|
Dated: March
10, 2008
|
|
Directors:
|
Date:
|
|
By:
/s/William
T. Morris
|
March 10,
2008
|
|
William
T. Morris
|
|
|
By:
/s/Irvin S.
Naylor
|
March 10,
2008
|
|
Irvin
S. Naylor
|
|
|
By:
/s/Jeffrey S.
Osman
|
March 10,
2008
|
|
Jeffrey
S. Osman
|
|
|
By:
/s/John L.
Finlayson
|
March 10,
2008
|
|
John
L. Finlayson
|
|
|
By:
/s/George Hay Kain,
III
|
March 10,
2008
|
|
George
Hay Kain, III
|
|
|
By:
/s/Michael W.
Gang
|
March 10,
2008
|
|
Michael
W. Gang
|
|
|
By:
/s/George W.
Hodges
|
March 10,
2008
|
|
George
W. Hodges
|
|
|
By:
/s/Thomas C.
Norris
|
March 10,
2008
|
|
Thomas
C. Norris
|
|
|
By:
/s/Ernest J.
Waters
|
March 10,
2008
|
|
Ernest
J. Waters
|
Page
16
INDEX
TO EXHIBITS
|
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 August 30,
2006.
|
||
|
3.1
|
By-Laws
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 3.1 to Form 8-K dated January 24,
2007.
|
||
|
4.1
|
Optional
Dividend Reinvestment Plan
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as the Prospectus included in Amendment No. 1 to Form
S-3 dated June 12, 1997 (File No. 33-81246).
|
||
|
4.2
|
Shareholder
Rights Agreement
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 1 to Form 8-A dated January 26,
1999.
|
||
|
10.1
|
Loan
Agreement between The York Water Company and the Pennsylvania
Infrastructure Investment Authority for $800,000 at 1.00% dated August 24,
1999
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 4.2 to the Company's 2000 Form
10-K.
|
||
|
10.2
|
Note
Agreement Relative to the $6,000,000 10.17% Senior Notes, Series A and
$5,000,000 9.60% Senior Notes, Series B dated January 2,
1989
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 4.5 to the Company's 1989 Form
10-K.
|
||
|
10.3
|
Note
Agreement Relative to the $6,500,000 10.05% Senior Notes, Series C dated
August 15, 1990
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 4.6 to the Company's 1990 Form
10-K.
|
||
|
10.4
|
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.
|
||
|
10.5
|
Fourth
Supplemental Acquisition, Financing and Sale Agreement Relative to the
$2,700,000 4.75% Water Facilities Revenue Refunding Bonds dated February
1, 1994
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 4.8 to the Company's Quarterly Report Form
10-Q for the quarter ended June 30,
1994.
|
Page
17
|
Exhibit
Number
|
Exhibit
Description
|
Page
Number of
Incorporation
By Reference
|
||
|
10.6
|
Fifth
Supplemental Acquisition, Financing and Sale Agreement Relative to the
$4,300,000 5% Water Facilities Revenue Refunding Bonds dated October 1,
1995
|
Incorporated
herein by reference. Filed previously with the Securities and Exchange
Commission as Exhibit 4.9 to the Company's Quarterly Report Form 10-Q for
the quarter ended September 30, 1995.
|
||
|
10.7
|
Loan
Agreement between The York Water Company and Pennsylvania Economic
Development Financing Authority, dated as of April 1, 2004 Relative to the
$2,350,000 4.05% and $4,950,000 5% Exempt Facility Revenue
Bonds
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 4.1 to the Company’s June 30, 2004 Form
10-Q.
|
||
|
10.8
|
Loan
Agreement between The York Water Company and Pennsylvania Economic
Development Financing Authority, dated as of December 1, 2004 Relative to
the $12,000,000 3.16% (Variable rate with swap) Exempt Facility Revenue
Bonds
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.1 to the Company’s December 9, 2004 Form
8-K.
|
||
|
10.9
|
Trust
Indenture dated December 1, 2004 between the 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 December 9, 2004 Form
8-K.
|
||
|
10.10
|
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.
|
||
|
10.11
|
Articles
of Agreement Between The York Water Company and Windsor Township Relative
to Extension of Water Mains dated February 9, 1989
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.2 to the Company's 1989 Form
10-K.
|
||
|
10.12
|
Articles
of Agreement Between The York Water Company and Windsor Township, Yorkana
Borough, Modern Trash Removal of York, Inc. and Lower Windsor Township
Relative to Extension of Water Mains dated July 18, 1989
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.3 to the Company's 1989 Form
10-K.
|
||
|
10.13
|
Articles
of Agreement Between The York Water Company and North Codorus Township
Relative to Extension of Water Mains dated September 20,
1989
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.4 to the Company's 1990 Form
10-K.
|
Page
18
|
Exhibit
Number
|
Exhibit
Description
|
Page
Number of
Incorporation
By Reference
|
||
|
10.14
|
Articles
of Agreement Between The York Water Company and York Township Relative to
Extension of Water Mains dated December 29, 1989
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.5 to the Company's 1990 Form
10-K.
|
||
|
10.15
|
Amendment
Number 1 to Articles of Agreement Between The York Water Company and
Conewago Township Relative to Extension of Water Mains dated March 14,
2003
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.15 to the Company’s 2004 Form
10-K.
|
||
|
10.16*
|
Cash
Incentive Plan
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.1 to the Company's January 24, 2005 Form
8-K.
|
||
|
10.17*
|
Agreement,
made as of January 26, 1999, between The York Water Company and Bruce C.
McIntosh.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.1 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.18*
|
Agreement,
made as of January 26, 1999, between The York Water Company and Jeffrey R.
Hines, P.E.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.2 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.19*
|
Agreement,
made as of January 26, 1999, between The York Water Company and Duane R.
Close.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.3 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.20*
|
Agreement,
made as of December 18, 2003, between The York Water Company and Jeffrey
S. Osman.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.4 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.21*
|
Agreement,
made as of December 15, 2003, between The York Water Company and Kathleen
M. Miller.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.5 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.22*
|
Agreement,
made as of December 15, 2003, between The York Water Company and Vernon L.
Bracey.
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.6 to the Company’s July 15, 2004 Form
8-K.
|
Page
19
|
Exhibit
Number
|
Exhibit
Description
|
Page
Number of
Incorporation
By Reference
|
||
|
10.23*
|
Form
of Supplemental Retirement Plan
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.7 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.24*
|
Form
of Deferred Compensation Agreement
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.8 to the Company’s July 15, 2004 Form
8-K.
|
||
|
10.25
|
Loan
Agreement between The York Water Company and York County Industrial
Development Authority, dated as of October 1, 2006 Relative to the
$10,500,000 4.75% Exempt Facility Revenue Bonds
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 10.1 to the Company’s November 2, 2006 Form
8-K.
|
||
|
10.26
|
Trust
Indenture dated October 1, 2006 between the 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 November 2, 2006 Form
8-K.
|
||
|
13
|
Filed
herewith.
|
|||
|
14
|
Company
Code of Conduct
|
Incorporated
herein by reference. Filed previously with the Securities and
Exchange Commission as Exhibit 14 to the Company's 2002 Form
10-K.
|
||
|
23
|
|
Filed
herewith.
|
||
|
31.1
|
|
Filed
herewith.
|
||
|
31.2
|
|
Filed
herewith.
|
||
|
32.1
|
|
Filed
herewith.
|
||
|
32.2
|
Filed
herewith.
|
*Denotes
management contract or compensatory plan or arrangement.
Page 20