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, 2006
|
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
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
130
EAST MARKET STREET, YORK, PENNSYLVANIA
|
17405
|
|
(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:
|
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
¨
|
NO
ý
|
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
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
|
NO
¨
|
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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer”: in Rule 12b-2 of the Exchange Act (check one):
|
Large
accelerated filer ¨
|
Accelerated
filer ý
|
Non-accelerated
filer ¨
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
|
YES
¨
|
NO
ý
|
The
aggregate market value of the Common Stock, no par value, held by nonaffiliates
of the registrant on June
30, 2006
was
$166,151,892.
As
of
March
12, 2007
there
were 11,201,119
shares
of Common Stock, no par value, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the 2006 Annual Report to Shareholders are incorporated by reference into
Parts I, II and III.
Portions
of the Proxy Statement for the Company's 2007 Annual Meeting of Shareholders
are
incorporated by reference into Parts II and III.
THE
YORK WATER COMPANY
PART
I
|
Item
1.
|
Business.
|
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 entirely within its franchised territory, which covers 34
municipalities within York County, Pennsylvania and four municipalities within
Adams County, Pennsylvania. The Company has no competitors for the provision
of
water service within its franchised territory. 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, 2006, the Company's average daily consumption was
approximately 18.8 million gallons, and its average daily availability was
approximately 35.0 million gallons. As of December 31, 2006, the Company's
service territory had an estimated population of 166,000. 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, 2006, the Company maintained an
increasing growth in number of customers and distribution facilities. The
Company presently has 106 full time employees.
The
following table sets forth certain of our summary statistical
information.
| (In thousands of dollars) |
For
the Years Ended December 31,
|
||||
|
2006
|
2005
|
2004
|
2003
|
2002
|
|
|
Revenues
|
|||||
|
Residential
|
$
17,972
|
$
16,737
|
$
13,789
|
$
12,574
|
$
11,527
|
|
Commercial
and industrial
|
8,497
|
8,009
|
6,893
|
6,598
|
6,385
|
|
Other
|
2,189
|
2,059
|
1,822
|
1,717
|
1,641
|
|
Total
|
$
28,658
|
$
26,805
|
$
22,504
|
$
20,889
|
$
19,553
|
|
Average
daily consumption (gallons
per day)
|
18,769,000
|
18,657,000
|
18,116,000
|
17,498,000
|
17,901,000
|
|
Miles
of mains at
year-end
|
840
|
804
|
780
|
739
|
731
|
|
Additional
distribution/transmission mains
installed (ft.)
|
178,384
|
126,962
|
211,836
|
44,986
|
72,121
|
|
Number
of customers at year-end
|
57,578
|
55,731
|
53,134
|
51,916
|
51,023
|
|
Population
served at year-end
|
166,000
|
161,000
|
158,000
|
156,000
|
153,000
|
Please
refer to the “Highlights of Our 191st Year” section of our 2006 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 2006
Annual Report to Shareholders filed herewith as Exhibit 13.
|
Item
1A.
|
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.
On
April
27, 2006, we filed an application with the PPUC seeking a rate increase of
$4.5
million, which would represent a 16.0% increase in our rates. On August11,
2006,
we filed a settlement of that rate case, which provides for an increase in
annual revenues of $2.6 million, or 9.2%. On September 15, 2006, the PPUC
approved the settlement, and our new rates became effective
immediately.
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 34 municipalities in York County and
four
municipalities in 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
expending 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
|
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, 2006,
our
average daily availability was approximately 35.0 million gallons, and daily
consumption was approximately 18.8 million gallons.
Pumping
Station
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. The raw water is pumped approximately two miles to
the
filtration plant through pipes owned by the Company.
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
and
being capable of filtering 42.0 million gallons per day for short periods
if
necessary. Based on an average daily consumption in 2006 of approximately
18.8
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 has begun to explore upgrading
the
facility to increase capacity for future growth.
Transmission
and Distribution
The
distribution system of the Company has approximately 840 miles of main water
lines which range in diameter from 2 inches to 36 inches. The distribution
system includes 24 booster stations and 26 standpipes and reservoirs capable
of
storing approximately 55.0 million gallons of potable water. All booster
stations are equipped with at least two pumps for protection in case of
mechanical failure. In 2007, the Company plans to construct new standpipes
in
Strinestown and Jefferson.
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 Company
plans to add approximately 5,300 square feet of office space to the distribution
facility during 2007.
Page
6
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 2006 Annual Report to Shareholders is incorporated
herein by reference.
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
64,000 authorized shares remain unissued as of December 31, 2006.
The
information set forth under the caption “Company Performance” of the Proxy
Statement for the Company’s 2007 Annual Meeting of Shareholders is incorporated
herein by reference.
The
Company did not repurchase any of its securities during the fourth quarter
of
2006.
|
Item
6.
|
Selected
Financial Data.
|
The
information set forth under the caption "Highlights of Our 191st Year"
of the
2006 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 2006 Annual Report
to
Shareholders is incorporated herein by reference.
Page
7
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”.
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market
Risk.
|
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. The Company has lines
of
credit with maximum availability of $20.5 million with two banks, under which
there were no borrowings outstanding as of December 31, 2006. Loans granted
under these lines bear interest based upon LIBOR plus 0.700 to 0.875 percent.
The Company is not required to maintain compensating balances on its lines
of
credit. 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
2006 Annual Report to Shareholders included as Exhibit 13 to this Form 10-K
and
the variable rate PEDFA loan agreement described below.
Page
8
In
December 2004, the Pennsylvania Economic Development Financing Authority, or
the
PEDFA, issued $12.0 million 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 2006 Annual Report
to Shareholders included as Exhibit 13 to this Form 10-K. Moderate interest
rate
changes are not expected to have a material impact on cash flows relating to
the
interest rate swap.
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
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
Fair
Value
|
|
Long-term
debt
|
$1,240
|
$2,440
|
$
5,141
|
$
6,741
|
$
2,441
|
$
44,332
|
$62,335
|
$70,000
|
|
Weighted
average interest rate
|
3.09%
|
3.12%
|
3.37%
|
3.52%
|
3.12%
|
7.35%
|
6.19%
|
|
| (In thousands of dollars) |
Expected
Maturity Date
|
|||||||
|
Interest
Rate Derivatives
|
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
Fair
Value
|
|
Interest
Rate Swap - Notional Value $12,000
|
$171
|
|||||||
|
Variable
to Fixed
|
||||||||
|
Average
pay rate
|
3.18%
|
3.15%
|
3.16%
|
3.16%
|
3.16%
|
3.16%
|
3.16%
|
|
|
Average
receive rate
|
3.11%
|
2.86%
|
2.85%
|
2.90%
|
2.95%
|
3.13%
|
3.09%
|
|
Included
in the liabilities table are long-term debt maturities of $1.2 million in 2007,
$2.4 million annually in 2008-2011, and $1.2 million in 2012 on the $12.0
million variable rate bonds, underlying the variable rate loan, which could
be
tendered at any time. The Company believes it would be able to remarket any
tendered bonds and would not have to buy them back before maturity in 2029.
Interest on the $12.0 million variable rate loan is included at an assumed
interest rate of 3.16%.
|
Item
8.
|
Financial
Statements and Supplementary Data.
|
The
following financial statements set forth in the printed 2006 Annual Report
to
Shareholders are incorporated herein by reference:
|
Management’s
Report on Internal Controls Over Financial Reporting
|
Page
18
|
|
|
Report
of Independent Registered Public Accounting Firm on Internal Controls
Over
Financial Reporting
|
Page
19
|
|
|
Report
of Independent Registered Public Accounting Firm
|
Page
20
|
|
|
Balance
Sheets as of December 31, 2006 and 2005
|
Page
21
|
|
|
Statements
of Income for Years Ended December 31, 2006, 2005 and 2004
|
Page
22
|
|
|
Statements
of Common Stockholders’ Equity and Comprehensive Income
|
||
|
for
Years Ended December 31, 2006, 2005 and 2004
|
Page
23
|
|
|
Statements
of Cash Flows for Years Ended December 31, 2006, 2005 and
2004
|
Page
24
|
|
|
Notes
to Financial Statements
|
Page
25
|
|
Page
9
Except
for the above financial data and the information specified under Items 1, 5,
6,
7, and 7A of this report, the 2006 Annual 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.
|
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
|
Management’s
assessment of the effectiveness of internal control over financial reporting
as
of December 31, 2006 has 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 management’s
assessment of 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 2007 Annual Meeting of Shareholders to be held May 7, 2007 is
incorporated herein by reference.
Page
10
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 2007 Annual Meeting of Shareholders to be held May 7, 2007 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 2007 Annual Meeting of Shareholders to be held May 7, 2007
is
incorporated herein by reference.
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 2006. 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 2007 Annual
Meeting of Shareholders to be held May 7, 2007 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 2007 Annual Meeting of Shareholders to be held May 7, 2007 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 2007 Annual
Meeting of Shareholders to be held May 7, 2007 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 2007 Annual
Meeting of Shareholders to be held May 7, 2007 is incorporated herein by
reference.
Page
11
|
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
64,000 authorized shares remain unissued as of December 31, 2006.
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 2007 Annual Meeting of Shareholders to be held May 7, 2007 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
2006 and expects to do so again during 2007. The Company paid approximately
$167,000 to this law firm in 2006.
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 2007 Annual Meeting of Shareholders to be held
May 7, 2007 is incorporated herein by reference.
|
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 2007 Annual Meeting of Shareholders to be
held
May 7, 2007 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
Number
|
Schedule
Description
|
Page
Number
|
|
II
|
Valuation
and Qualifying Accounts
for
the years ended December 31, 2006, 2005, and 2004
|
14
|
The
report of the Company's independent registered public accounting firm with
respect to the financial statement schedule appears on page 13.
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 16 through 19.
Page
12
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 12,
2007
relating to the financial statements of The York Water Company as of December
31, 2006 and 2005, and for each of the years in the three-year period ended
December 31, 2006 incorporated in Item 8 of this Form 10-K by
reference to the annual report to stockholders for the year ended December
31,
2006 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
12, 2007
|
Page
13
THE
YORK WATER COMPANY
SCHEDULE
II VALUATION AND QUALIFYING ACCOUNTS
FOR
THE THREE YEARS ENDED DECEMBER 31, 2006
|
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, 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
|
|
FOR
THE YEAR ENDED
DECEMBER
31, 2004
Reserve
for
uncollectible
accounts
|
$130,000
|
$99,599
|
$14,840
|
$114,439
|
$130,000
|
Page
14
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
12, 2007
|
By:
/s/Jeffrey
S. Osman
|
|
Jeffrey
S. Osman
|
|
|
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
S. Osman
|
By:
/s/Kathleen
M. Miller
|
|
Jeffrey
S. Osman
|
Kathleen
M. Miller
|
|
(Principal
Executive Officer
and
Director)
|
(Principal
Accounting Officer
and
Chief Financial Officer)
|
|
Dated:March
12, 2007
|
Dated:
March
12, 2007
|
|
Directors:
|
Date:
|
|
By:
______________________________
|
|
|
William
T. Morris
|
|
|
By:
/s/Irvin
S. Naylor
|
March
12, 2007
|
|
Irvin
S. Naylor
|
|
|
By:
/s/Jeffrey
S. Osman
|
March
12, 2007
|
|
Jeffrey
S. Osman
|
|
|
By:
/s/Chloe
R. Eichelberger
|
March
12, 2007
|
|
Chloe
R. Eichelberger
|
|
|
By:
/s/John
L. Finlayson
|
March
12, 2007
|
|
John
L. Finlayson
|
|
|
By:
/s/George
Hay Kain, III
|
March
12, 2007
|
|
George
Hay Kain, III
|
|
|
By:
/s/Michael
W. Gang
|
March
12, 2007
|
|
Michael
W. Gang
|
|
|
By:
/s/George
W. Hodges
|
March
12, 2007
|
|
George
W. Hodges
|
|
|
By:
/s/Thomas
C. Norris
|
March
12, 2007
|
|
Thomas
C. Norris
|
Page
15
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
16
|
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
17
|
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
18
|
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
19