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, 2001
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:
Name of Each Exchange on
Title of Each Class 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 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 X 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. X
The aggregate market value of the Common Stock, no par value,
held by nonaffiliates of the registrant on March 7, 2002 was
$94,756,133.
As of March 7, 2002 there were 3,154,332 shares of Common Stock,
no par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2001 Annual Report to Shareholders are
incorporated by reference into Part II.
Portions of the Proxy Statement for the Company's 2002
Annual Meeting of Shareholders are incorporated by reference into
Part III.
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 located in York 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 to the City of
York, the Boroughs of North York, West York, Manchester, Mount
Wolf, New Salem, Hallam, Jacobus, Loganville, Yorkana, Seven
Valleys, East Prospect, Jefferson, Glen Rock, New Freedom,
Railroad, and portions of the Townships of Manchester, East
Manchester, West Manchester, North Codorus, Shrewsbury, North
Hopewell, Hopewell, Springettsbury, Spring Garden, Conewago,
Springfield, York, Hellam, Windsor, Lower Windsor, Dover and
Jackson. 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 2.75 billion gallons of water. The Company's present average
daily consumption is 19,734,260 gallons, and its present safe
daily yield is 23,000,000 gallons.
The Company's service territory has an estimated population
of 149,000. Territory expansion during 2001 included: the
completion of the water main to sell bulk water to Stewartstown
Borough, additional water district mains for Windsor Water
District 3, Cape Horn Water District and Croll School Water
District, and the start of a new water district in North Codorus
Township. Industry within the Company's service territory is
diversified, manufacturing such items as furniture, electrical
machinery, food products, paper, ordnance, textile products, air
conditioning equipment and weight training equipment. Within the
area served by the Company there are no competitors.
An evaluation of the need for additional sources of supply
was conducted during 1998 by an engineering consulting firm
retained by the Company. The analysis indicated that an
additional source of supply would be needed by the year 2006.
Available options were identified and analyzed by the Company and
its consultants, including estimates of construction costs. The
option selected was a pipeline from the Susquehanna River to Lake
Redman, the Company's largest reservoir. The Company plans to
build an intake and a pump station on its land in Lower Windsor
Township, York County. The water would then be pumped 13 miles
through a 30-inch diameter pipe and released into Lake Redman.
This option has the lowest estimated cost, provides potential
expandability, and has the least impact on the environment. The
Company began the process of applying for permits in 2001, but
expects no major expenses until after 2002. The estimated cost
of the project is $18-$20 million. The project will be funded
through various debt and equity issues.
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. On February 12, 2002, the Governor issued a drought
emergency which imposes mandatory water use restrictions on the
Company's service territory. The drought did not have a
noticeable impact on 2001 because it occurred at a time of the
year in which customers were already using less water. The
drought, if it continues, could have a material impact on 2002.
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. Operating revenue is derived from the
following sources and in the following percentages: residential,
60%; commercial and industrial, 28%; other, 12%. The Company
presently has 90 employees.
During the last five years ended in 2001, the Company has
maintained an increasing growth in number of customers and
distribution facilities as shown by the following chart:
2001 2000 1999 1998 1997
Average daily
consumption
(gallons
per day) 19,734,260 19,541,520 20,928,000 19,488,000 19,405,000
Miles of
mains at
year end 717 703 696 671 655
Additional
distribution
mains
installed
(ft.) 77,923 67,072 130,262 85,431 77,274
Number of
customers 50,079 49,195 48,144 47,173 46,458
Population
served 149,000 146,000 144,000 142,000 140,700
During 2001, the per capita volume of water sold declined in
the industrial class due to the loss of a large customer in
December 2000. Per capita consumption in all other classes was
consistent. The Company does not anticipate any change in the
level of water usage which would have a material impact on future
results of operations.
Item 2. Properties.
The accounting and executive offices of the Company are
located in two two-story brick and masonry buildings, containing
a total of approximately 21,861 square feet, at 124 and 130 East
Market Street, York, Pennsylvania.
The Company has two impounding dams located in York and
Springfield Townships adjoining the Borough of Jacobus to the
south. The lower dam is constructed of compacted earth with a
concrete core wall and is 660 feet long and 50 feet high and
creates a reservoir covering approximately 220 acres containing
about 1,150,000,000 gallons of water. About 800 acres
surrounding the reservoir are planted with more than 1,200,000
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, Lake
Redman, is constructed of compacted earth and is 1,000 feet long
and 50 feet high and creates a reservoir covering approximately
290 acres containing about 1,600,000,000 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.
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 75,000,000 gallons per day.
From here, raw water is pumped approximately two miles to the
filtration plant through pipes located on a right-of-way owned by
the Company.
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 12 dual media filters having a
stated capacity of 31,000,000 gallons per day and being capable
of filtering 46,500,000 gallons per day for short periods if
necessary. Based on an average daily consumption in 2001 of
19,734,260 gallons, the Company believes the pumping and
filtering facilities are adequate to meet present and anticipated
demands.
Clear water reservoirs of the Company which are located in
Spring Garden Township adjacent to the filtration plant are
capable of storing up to 32,000,000 gallons of water, and there
are standpipes located throughout the Company's service area
capable of storing another 19,890,000 gallons of clear water.
The Company's distribution center and material and supplies
warehouse are located at 1801 Mt. Rose Avenue, Springettsbury
Township. There are two one-story concrete block buildings
aggregating 26,680 square feet of area. Construction of a third
facility at that same location amounting to 3,764 square feet is
expected to begin around mid-year 2002 and be completed by the
end of the year. Estimated costs of the project are $330,300
which include renovations to one of the older buildings.
The distribution system of the Company has approximately 717
miles of main water lines.
All of the Company's properties described above are held in
fee by the Company. There are no material encumbrances on such
properties.
In addition, the Company has entered into a "Joint Use and
Park Management Agreement" dated December 29, 1976, with the
County of York, Pennsylvania, whereby the Company has licensed
its present reservoir lands and waters, comprised of
approximately 1,175 acres and including two lakes, to the County
of York for fifty (50) years for county park 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 Stock and
Related Security Holder Matters.
The information set forth under the caption "Market for
Common Stock and Dividends" on page 7 of the 2001 Annual Report
to Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Highlights of
Our 186th Year" of the 2001 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 2001 Annual Report to Shareholders is
incorporated herein by reference.
This annual report on Form 10-K contains certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
made with respect to the results of operations and businesses of
the Company. Words such as "may," "should," "believe,"
"anticipate," "estimate," "expect," "intend," "plan" and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements include certain information relating
to the Company's business strategy, including the markets in
which it operates, the services it provides, its plans for
construction, its expansion of its service territories, water
usage by its customers and its plans to invest in new
technologies. These forward-looking statements are based upon
management's current plans, expectations, estimates and
assumptions and are subject to a number of risks and
uncertainties that could significantly affect current plans,
anticipated actions and the Company's financial condition and
results of operations. Factors that may cause actual results to
differ materially from those discussed in such forward-looking
statements include, among others, the following possibilities:
(i) weather conditions, particularly the amount of rainfall; (ii)
the level of commercial and industrial business activity within
the Company's service territory; (iii) construction of new
housing within the Company's service territory; (iv) governmental
regulations affecting the Company's rates and service
obligations; and (v) general economic and business conditions,
including interest rates, which are less favorable than expected.
The Company does not intend to update these cautionary
statements.
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
The Company is not aware of demands, events or uncertainties
that will result in a decrease of liquidity or in a material
change in the mix and relative cost of capital resources.
The Company does not use off-balance sheet arrangements such
as securitization of receivables or unconsolidated entities. The
Company has no lease obligations, does not engage in trading or
risk management activities, and does not have material
transactions involving related parties.
The Company does not use derivative financial instruments
for speculative trading purposes. The Company's operations are
exposed to market risks primarily as a result of changes in
interest rates and foreign currency exchange rates. This
exposure to these market risks relates to the Company's debt
obligations under its lines of credit. Loans granted under these
lines bear interest based upon the prime or LIBOR rate plus 1 to
1.5 percent. The Company has not entered into financial
instruments such as interest rate swaps or interest rate lock
agreements.
The Company's 4.40% Industrial Development Authority Revenue
Refunding Bonds Series 1994 have a mandatory tender date of May
15, 2004. The 6% Series 1995 bonds have a mandatory tender date
of June 1, 2005. The Company is required to purchase any
unremarketed 1994 and 1995 bonds, despite the rate.
Item 8. Financial Statements and Supplementary Data.
The following financial statements set forth in the 2001
Annual Report to Shareholders are incorporated herein by
reference:
Balance Sheets as of December 31, 2001 and 2000 Page 11
Statements of Income for Years Ended December 31,
2001, 2000 and 1999 Page 12
Statements of Shareholders' Investment for Years
Ended December 31, 2001, 2000 and 1999 Page 12
Statements of Cash Flows for Years Ended
December 31, 2001, 2000 and 1999 Page 13
Notes to Financial Statements Page 14
Independent Auditors' Report Page 20
Except for the above financial data and the information
specified under Items 5, 6 and 7 of this report, the 2001 Annual
Report to Shareholders is not deemed to be filed as part of this
report.
Selected Quarterly Financial Data (Unaudited)
2001 First Second Third Fourth Year
Water
operating
revenue $4,495,450 $4,763,382 $5,110,284 $5,033,426 $19,402,542
Utility
operating
income 1,937,388 2,003,759 2,934,894 2,058,596 8,934,637
Net income 802,200 856,689 1,363,695 983,483 4,006,067
Basic
earnings
per share .26 .28 .45 .31 1.30
Dividends
per share .25 .25 .25 .26 1.01
2000
Water
operating
revenue $4,501,175 $4,608,768 $4,746,370 $4,624,850 $18,481,163
Utility
operating
income 1,903,345 2,072,436 2,504,577 1,992,181 8,472,539
Net income 803,283 934,892 1,141,769 877,843 3,757,787
Basic
earnings
per share .27 .31 .38 .29 1.25
Dividends
per share .24 .24 .25 .25 .98
Per share data does not reflect the impact of the proposed
stock split. See Note 12 to the financial statements.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
There were no changes in or disagreements with accountants
on accounting and financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the captions "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Proxy Statement issued pursuant to Regulation
14A for the Company's 2002 Annual Meeting of Shareholders to be
held May 6, 2002 is incorporated herein by reference.
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 2002 Annual Meeting
of Shareholders to be held May 6, 2002 is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
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 2002 Annual
Meeting of Shareholders to be held May 6, 2002 is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" of the Proxy
Statement issued pursuant to Regulation 14A for the Company's
2002 Annual Meeting of Shareholders to be held May 6, 2002 is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.
(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 Valuation and Qualifying Accounts 9
The report of the Company's independent auditors with
respect to the financial statement schedule appears on page 7.
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.
The exhibits are set forth in the Index to Exhibits shown on
pages 11, 12 and 13.
(b) Reports on Form 8-k
There were no Form 8-k's filed during the fourth quarter
2001.
The Company filed a Form 8-k on February 21, 2002 announcing
that its Board of Directors had unanimously approved a
two-for-one split of the Company's common stock, subject to
approval by the Pennsylvania Public Utility Commission.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of The York Water
Company:
Under date of February 26, 2002, we reported on the balance
sheets of The York Water Company as of December 31, 2001 and 2000
and the related statements of income, shareholders' investment,
and cash flows for the years then ended as contained in the 2001
annual report to shareholders. The financial statements of The
York Water Company as of December 31, 1999 were audited by other
auditors whose report was dated February 25, 2000. These
financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 2001.
In connection with our audit of the aforementioned financial
statements, we also audited the related financial statement
schedule as of December 31, 2001, as listed in Item 14(a)(2).
This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an
opinion on the 2001 financial statement schedule based upon our
audit.
In our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the
information set forth therein.
February 26, 2002 Stambaugh Ness, PC
York, Pennsylvania
Independent Auditors' Report
To The Shareholders and Board of Directors of
The York Water Company:
We have audited the accompanying statements of income,
shareholders' investment, and cash flows of The York Water
Company for the year ended December 31, 1999. In connection with
our audit of the financial statements, we have also audited the
financial statement schedule as listed in Item 14(a)(2)for the year
ended December 31, 1999. These financial statements and
financial statement schedule are the responsibility of the
Company's management. Our responsibility is express an opinion
on these financial statements and financial statement schedule
based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the results of The York
Water Company's operations and its cash flows for the year ended
December 31, 1999, in conformity with generally accepted
accounting principles. Also, in our opinion, the related
financial statement schedule when considered in relation to the
basic financial statements taken as a whole, presents fairly, in
all material respects, the information set forth therein.
Baltimore, Maryland KPMG LLP
February 25, 2000
THE YORK WATER COMPANY
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 2001
Additions Charged to
Balance
at Costs Balance
Beginning and Recov- Deduc- At End
Of Year Expenses eries tions Of Year
FOR THE YEAR
ENDED
DECEMBER 31,
2001:
Reserve for
uncollectible
accounts $130,000 $ 89,265 $11,098 $100,363 $130,000
FOR THE YEAR
ENDED
DECEMBER 31,
2000:
Reserve for
uncollectible
accounts $120,000 $ 85,356 $19,193 $ 94,549 $130,000
FOR THE YEAR
ENDED
DECEMBER 31,
1999:
Reserve for
uncollectible
accounts $120,000 $ 87,795 $12,992 $100,787 $120,000
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 25, 2002 By: /s/ W. T. Morris
William T. Morris
Chairman, 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/ W. T. Morris By: /s/ Jeffrey S. Osman
William T. Morris Jeffrey S. Osman
(Principal Executive and (Principal Accounting Officer)
Financial Officer and
Director)
Dated: March 25, 2002 Dated: March 25, 2002
Directors: Date
By: /s/ Irvin S. Naylor March 25, 2002
Irvin S. Naylor
By: /s/ Chloe Eichelberger March 25, 2002
Chloe Eichelberger
By: /s/ John L. Finlayson March 25, 2002
John L. Finlayson
By: /s/ George Hay Kain, III March 25, 2002
George Hay Kain, III
By: /s/ Michael W. Gang March 25, 2002
Michael W. Gang
By: /s/ George W. Hodges March 25, 2002
George W. Hodges
By: /s/ Thomas C. Norris March 25, 2002
Thomas C. Norris
By: /s/ Jeffrey S. Osman March 25, 2002
Jeffrey S. Osman
INDEX TO EXHIBITS
Page Number of
Exhibit Exhibit Incorporation
Number Description By Reference
3 Amended and Restated Incorporated herein by
Articles of Incorporation reference. Filed previously
with the Securities and
Exchange Commission as Exhibit
4.1 to Amendment No. 1 to Form
S-3 dated June 12, 1997 (File
No. 33-81246).
3.1 By-Laws Incorporated herein by
reference. Filed previously
with the Securities and
Exchange Commission as Exhibit
4.2 to Form S-3 dated July 1,
1996 (File No. 333-7307).
4.1 Optional Dividend Incorporated herein by
Reinvestment Plan 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 Loan Agreement between Incorporated herein by
The York Water Company reference. Filed previously
and the Pennsylvania with the Securities and
Infrastructure Invest- Exchange Commission as Exhibit
ment Authority for 4.2 to the Company's 2000
$800,000 at 1.00% Form 10K.
dated August 24, 1999
4.6 Note Agreement Relative Incorporated herein by
to the $6,000,000 10.17% reference. Filed previously
Senior Notes, Series A with the Securities and
and $5,000,000 9.60% Exchange Commission as Exhibit
Senior Notes, Series B 4.5 to the Company's 1989
dated January 2, 1989 Form 10-K.
4.8 Note Agreement Relative Incorporated herein by
to the $6,500,000 10.05% reference. Filed previously
Senior Notes, Series C with the Securities and
dated August 15, 1990 Exchange Commission as Exhibit
4.6 to the Company's 1990 Form
10-K.
4.11 Note Agreement Relative Incorporated herein by
to the $7,500,000 8.43% reference. Filed previously
Senior Notes, Series D with the Securities and
dated December 15, 1992 Exchange Commission as Exhibit
4.7 to the Company's 1992 Form
10-K.
4.12 Fourth Supplemental Incorporated herein by
Acquisition, Financing reference. Filed previously
and Sale Agreement with the Securities and
Relative to the Exchange Commission as Exhibit
$2,700,000 4.75% Water 4.8 to the Company's Quarterly
Facilities Revenue Report Form 10-Q for the
Refunding Bonds dated quarter ended June 30, 1994.
February 1, 1994
4.13 Fifth Supplemental Incorporated herein by
Acquisition, Financing reference. Filed previously
and Sale Agreement with the Securities and
Relative to the Exchange Commission as Exhibit
$4,300,000 5% Water 4.9 to the Company's Quarterly
Facilities Revenue Report Form 10-Q for the
Refunding Bonds dated quarter ended September 30,
October 1, 1995 1995.
4.14 Shareholder Rights Incorporated herein by
Agreement reference. Filed previously
with the Securities and
Exchange Commission as Exhibit
1 to Form 8-A dated January
26, 1999.
10.1 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Springetts- with the Securities and
bury Township Relative Exchange Commission as Exhibit
to Extension of Water 10.1 to the Company's 1989
Mains dated April 17, Form 10-K.
1985
10.2 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Windsor with the Securities and
Township Relative to Exchange Commission as Exhibit
Extension of Water Mains 10.2 to the Company's 1989
dated February 9, 1989 Form 10-K.
10.3 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and Windsor with the Securities and
Township, Yorkana Exchange Commission as Exhibit
Borough, Modern Trash 10.3 to the Company's 1989
Removal of York, Inc. and Form 10-K.
Lower Windsor Township
Relative to Extension of
Water Mains dated July
18, 1989
10.4 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and North Codorus with the Securities and
Township Relative to Exchange Commission as Exhibit
Extension of Water Mains 10.4 to the Company's 1990
dated September 20, 1989 Form 10-K.
10.5 Articles of Agreement Incorporated herein by
Between The York Water reference. Filed previously
Company and York Township with the Securities and
Relative to Extension of Exchange Commission as Exhibit
Water Mains dated 10.5 to the Company's 1990
December 29, 1989 Form 10-K.
11 Common Shares Used in Filed herewith.
Computing Earnings Per
Share
13 2001 Annual Report to Filed herewith.
Shareholders
23 Consent of Independent Filed herewith.
Auditors Stambaugh
Ness, PC
23.1 Consent of Independent Filed herewith.
Auditors KPMG LLP
EXHIBIT 11
THE YORK WATER COMPANY
COMMON SHARES USED IN
COMPUTING EARNINGS
PER SHARE
2001 2000 1999 1998 1997
Common shares
outstanding,
beginning of
the year 3,042,733 2,989,091 2,979,722 2,934,782 2,900,524
Weighted average
shares issued in
connection with
2001 stock
subscription 19,601 - - - -
Weighted average
shares repurchased
in 1999 - - (7,392) - -
Weighted average
shares issued in
connection with the
Employee Stock
Purchase Plan 1,325 2,156 1,701 1,565 1,569
Weighted average
shares issued in
connection with the
Optional
Dividend Reinvest-
ment Plan 12,966 19,428 16,236 14,938 10,376
3,076,625 3,010,675 2,990,267 2,951,285 2,912,469
EXHIBIT 13
THE YORK WATER COMPANY
2001 ANNUAL REPORT TO SHAREHOLDERS
The York Water Company's 2001 Annual Report to Shareholders
is attached hereto.
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of
The York Water Company:
We consent to the incorporation by reference in the registration
statements No. 2-80547 on Form S-3, No. 33-81246 on Form S-3 as
amended, and No. 33-26180 on Form S-8, as amended, of The York
Water Company of our report dated February 26, 2002, relating to
the balance sheet of The York Water Company as of December 31,
2001, and the related statements of income, shareholders'
investment, and cash flows for the year then ended, which report
appears in the 2001 annual report to shareholders and is
incorporated by reference in the annual report on Form 10-K of
The York Water Company.
We also consent to incorporation by reference in the registration
statements No. 2-80547 on Form S-3, No. 33-81246 on Form S-3, as
amended, and No. 33-26180 on Form S-8, as amended, of The York
Water Company of our report dated February 26, 2002 relating to
the financial statement schedule as listed in Item 14(a) (2) for
the year ended December 31, 2001, which is a part of the
Company's December 31, 2001 annual report on Form 10-K, which
report appears in such annual report on Form 10-K.
Stambaugh Ness, PC
York, Pennsylvania
March 26, 2002
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Shareholders and Board of Directors of
The York Water Company:
We consent to incorporation by reference in the registration
statements No. 2-80547 on Form S-3, No. 33-81246 on Form S-3 as
amended, and No. 33-26180 on Form S-8, as amended, of The York
Water Company of our report included herein.
Baltimore, Maryland KPMG LLP
March 25, 2002