The York Water Company Highlights of Our 185th Year Summary of Operations For the Year 2000 1999 1998 1997 1996 Water operating revenue$18,481,163 $17,511,251$17,137,029 $16,996,706 $15,721,462 Operating expenses 10,008,624 10,255,553 9,721,428 9,678,694 9,223,227 Operating income 8,472,539 7,255,698 7,415,601 7,318,012 6,498,235 Interest expense 2,797,705 2,643,579 2,673,614 2,707,310 2,893,123 Gain on sale of land - - - - 134,117 Other income, net 166,003 252,058 158,329 150,588 279,231 Income taxes 2,083,050 1,710,104 1,764,927 1,641,229 1,258,704 Net income $ 3,757,787 $ 3,154,073 $3,135,389 $3,120,061 $2,759,756 Per Share of Common Stock Book value $10.66 $10.31 $10.20 $9.93 $9.65 Net income 1.25 1.05 1.06 1.07 1.05 Dividends<F1> .98 .945 .93 .91 .90 Number of shares outstanding at year-end 3,042,733 2,989,091 2,979,722 2,934,782 2,900,524 Utility Plant Original cost $114,748,545 $108,804,699$102,088,220 $97,487,926 $93,492,775 Construction expenditures6,413,721 7,050,376 4,989,967 4,500,517 4,936,816 Other Total assets $116,386,607 $108,600,110$102,479,091 $98,854,074 $96,736,434 Long-term debt 32,728,220 32,765,943 32,000,000 32,000,000 32,000,000 <F1>Cash dividends per share reflect dividends declared on shares outstanding at each dividend date. All per share data has been restated to reflect the June 1997 four-for-one stock split. For Management's Discussion and Analysis of Financial Condition and Results of Operations, Please Refer to Page 3. The York Water Company Description of Business The business of The York Water Company is to impound, purify and distribute water. The Company operates entirely within its franchised territory located in York County, Pennsylvania, and is subject to regulation by the Pennsylvania Public Utility Commission (PPUC). 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's service territory has an estimated population of 146,000. Industry of the area served is diversified, manufacturing such items as fixtures and furniture, electrical machinery, food products, paper, ordnance, textile products, air conditioning, barbells, etc. The Company's present average daily consumption is 19,541,520 gallons, and its present safe daily yield is 23,000,000 gallons. In the area served by the Company, under the regulation of the PPUC, there are no competitors. During the five years ended in 2000, the Company has maintained an increasing growth in number of customers and distribution facilities as shown by the following chart: 2000 1999 1998 1997 1996 Average daily consumption (gallons per day) 19,541,520 20,928,000 19,488,000 19,405,000 18,593,000 Miles of mains at year-end 703 696 671 655 641 Additional distribution mains installed (ft.) 67,072 130,262 85,431 77,274 78,619 Number of customers 49,195 48,144 47,173 46,458 45,800 Population served 146,000 144,000 142,000 140,700 143,000 Operating revenue in 2000 is derived from the following sources and in the following percentages: Residential 59%; Commercial and Industrial, 29%; Other, 12%. Market for Common Stock and Dividends The common stock of The York Water Company was traded over-the-counter for 2000 and 1999. Over-the-counter quotations reflect inter-dealer prices without retail mark-ups, markdown or commissions and may not necessarily represent actual transactions. Quarterly price ranges and cash dividends per share for the last two years follow: 1999 1998 HIGH LOW DIVIDEND<F1> HIGH LOW DIVIDEND<F1> 1st Quarter $17.13 $13.50 $.240 $19.50 $17.75 $.235 2nd Quarter 14.75 13.75 .240 17.75 16.00 .235 3rd Quarter 16.38 14.25 .250 18.75 16.75 .235 4th Quarter 18.50 15.00 .250 18.75 16.50 .240 <F1> Cash dividends per share reflect dividends declared on shares actually outstanding at each dividend date. (Refer to Note 4 to the Financial Statements for a description of the restriction on the declaration and payment of cash dividends.) Prices are bid prices quoted from local newspapers. Shareholders of record as of December 31, 2000 were 1,307. THE COMPANY WILL PROVIDE TO SHAREHOLDERS OF RECORD, AND/OR BENEFICIAL OWNERS, UPON WRITTEN REQUEST, WITHOUT CHARGE, A COPY OF FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR 2000. Requests Should Be Made To: JEFFREY S. OSMAN - VICE PRESIDENT-FINANCE THE YORK WATER COMPANY or visit our web page at: Box 15089, YORK, PA 17405 www.yorkwater.com The York Water Company Management's Discussion and Analysis of Financial Condition and Results of Operations This Annual Report 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 regulation affecting the Company's rates and service obligations; and (v) general economic and business conditions which are less favorable than expected. The Company does not intend to update these cautionary statements. Results of Operations 2000 Compared with 1999 Net income for 2000 was $3,757,787, an increase of $603,714 or 19.1% compared to 1999. Water operating revenues for 2000 increased $969,912 or 5.5% compared to 1999. The increase resulted from a 5.3% rate increase approved by the Pennsylvania Public Utility Commission (PPUC) effective October 1, 1999. Consumption for 2000 increased 1.1% for residential customers and decreased 7.5% for commercial and industrial customers combined. Operating expenses for 2000 decreased $246,929 or 2.4% compared to 1999. The decrease was primarily due to reduced public utility realty taxes and deferred compensation costs. In addition, pension expenses, year 2000 system costs, legal fees, capital stock tax and hydrant maintenance costs decreased in 2000 compared to 1999. Increased main and service line maintenance due to highway relocation, increased insurance premiums, rate case amortization, and depreciation due to increased plant investment partially offset the decrease in operating expenses. Interest on long-term debt increased $24,397 in 2000 compared to 1999 due to the remarketing of the Series 1995 5% Industrial Development Bonds at 6%. Short-term interest also rose by $82,683 in 2000 compared to 1999 due to increased interest rates and an increase in short-term debt outstanding. The average short-term debt outstanding in 2000 and 1999 was $1,415,595 and $463,530, respectively. Allowance for funds used during construction for 2000 decreased $47,046 or 45.7% when compared to 1999. Interest was charged to large main extension projects in 1999 such as Railroad, Windsor, and Conewago Township, while 2000 projects were of smaller magnitude. Federal and state income taxes rose by $372,946 or 21.8% due to an increase in taxable income. The effective tax rates for 2000 and 1999 were 35.7% and 35.2%, respectively. 1999 Compared with 1998 Water operating revenues for 1999 increased $374,222 or 2.2% over 1998. The increase resulted primarily from an increase in rates of 5.3% approved by the PPUC effective October 1, 1999. Consumption for 1999 decreased .6% for residential customers and .3% for commercial and industrial customers due in large part to a significant drought which caused restrictions to be placed on water use in the service area. Operating expenses for 1999 increased $534,125 or 5.5% compared to 1998. Increased realty taxes, deferred compensation accruals, chemical expenses related to a new chlorination system, main, pump and meter maintenance, year 2000 system costs, worker's compensation and health insurance were the primary reasons for the increase. Lower electric costs due to the electric choice program, reduced filter plant, hydrant, and service line maintenance, lower bad debts, rate case amortization, capital stock tax, and pension expenses partially offset the increase. In addition, the Company began to amortize acquisition adjustments in 1999, thereby reducing net expenses. Allowance for funds used during construction for 1999 increased $21,011 or 25.6% when compared to 1998. The increase was due to interest capitalized on several large main extensions including Railroad, Windsor and Conewago Township. The Company's average plant investment under construction rose from $2,400,000 in 1998 to $2,500,000 in 1999. Rate Developments Within the last several years the Company has filed written applications for rate increases with the PPUC and has been granted rate relief as a result of such requests. The most recent formal rate request was filed by the Company on April 22, 1999, seeking a 10.3% increase in rates. Effective October 1, 1999, the PPUC authorized an increase in rates designed to produce approximately $651,000 in additional annual operating revenues, an increase of 5.3%. The Company plans to file an application for rate increase in 2001. Liquidity and Capital Resources During 2000, the per capita volume of water sold did not significantly change compared to 1999. The Company does not anticipate any change in the level of water usage which would have a material impact on future results of operations. During 2000, the Company had $6,413,721 of construction expenditures. The Company financed such expenditures through internally generated funds, customers' advances, short-term borrowings, and proceeds from the issuance of common stock under its dividend reinvestment plan (stock issued in lieu of cash dividends) and employee stock purchase plan. The Company anticipates construction expenditures for 2001 and 2002 of approximately $6,612,400 and $5,531,000, respectively. The Company plans to finance such expenditures with internally generated funds, customers' advances, short-term borrowings, proceeds from the issuance of common stock under its dividend reinvestment plan (stock issued in lieu of cash dividends) and employee stock purchase plan. The Company anticipates that it will submit an application in 2001 with the PPUC proposing increases in rates to provide a fair rate of return on the capital expenditures associated with its 2000 and 2001 construction projects. During 2000, net cash used in investing and financing activities equaled net cash provided by operating activities. The Company anticipates that during 2001 net cash used in investing and financing activities will again equal net cash provided by operating activities. Borrowings against the Company's lines of credit, proceeds from the issuance of common stock under its dividend reinvestment plan (stock issued in lieu of cash dividends) and employee stock purchase plan, and customers' advances will be used to satisfy the need for additional cash. As of December 31, 2000, current liabilities exceeded current assets by $2,159,841. As of December 31, 1999, current liabilities exceeded current assets by $267,802. Short-term borrowings from lines of credit as of December 31, 2000 and 1999 were $2,648,946 and $1,431,118, respectively. The Company maintains lines of credit aggregating $16,000,000. Loans granted under these lines of credit bear interest based on the prime or LIBOR rates plus basis points, as defined. The Company is not required to maintain compensating balances on its lines of credit. During 2000, the Company's dividend payout ratios relative to net income and cash provided by operating activities were 78.5% and 46.1%, respectively. The Company believes that these payout ratios are appropriate. Shareholders' investment as a percent of total capitalization was 49.8% as of December 31, 2000 compared with 48.5% as of December 31, 1999. The Company, like all other businesses, is affected by inflation, most notably by the continually increasing costs incurred to maintain and expand its service capacity. The cumulative effect of inflation results in significantly higher facility replacement costs which must be recovered from future cash flows. The ability of the Company to recover this increased investment in facilities is dependent upon future revenue increases, which are subject to approval by the PPUC. Over the past several years, the Company and an outside consultant have been evaluating the source of supply. Studies indicate that a new source will be needed by 2006. Available options have been analyzed, and the Company has decided on a pipeline from the Susquehanna River to Lake Redman. This alternative had the lowest cost, provided expandability, and was the best for the environment. The Company plans to build an intake and a pump station on its land at Long Level 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. The cost of this project is estimated at $18 to $20 million. Funds will be raised through a combination of debt and equity issues. While the permitting process will begin in 2001, major expenditures are not expected until after 2002. The York Water Company Balance Sheets December 31 Assets 2000 1999 UTILITY PLANT, at original cost $114,748,545 $108,804,699 Less-Reserve for depreciation 18,314,880 17,079,631 96,433,665 91,725,068 OTHER PHYSICAL PROPERTY: Less-Reserve for depreciation of $80,985 in 2000 and $75,721 in 1999 . . . . . 519,414 515,813 CURRENT ASSETS: Cash and cash equivalents - - Receivables, less reserves of $130,000 in 2000 and $120,000 in 1999. . . . . . 2,854,593 2,753,260 Recoverable income taxes - 5,702 Materials and supplies, at cost 402,770 390,440 Prepaid expenses 258,236 225,106 Deferred income taxes (Note 3) 88,655 81,836 3,604,254 3,456,344 OTHER LONG-TERM ASSETS: Prepaid pension cost (Note 6) 2,178,423 1,977,883 Deferred debt expense 394,422 396,190 Deferred rate case expense 46,950 105,688 Notes receivable (Note 7) 985,794 783,794 Deferred regulatory assets (Note 1) 10,360,708 8,296,669 Other. . . . . . . . . . . . . . . . 1,862,977 1,342,661 15,829,274 12,902,885 $116,386,607 $108,600,110 Capitalization and Liabilities CAPITALIZATION: Common stock, no par value, authorized 31,000,000 shares, outstanding 3,042,733 shares in 2000 and 2,989,091 shares in 1999 (Note 5) $28,899,504 $ 28,099,197 Earnings retained in the business 4,226,051 3,418,257 Treasury stock, 38,000 shares in 2000 and 1999 (687,800) (687,800) 32,437,755 30,829,654 Long-term debt (Note 4) 32,728,220 32,765,943 65,165,975 63,595,597 CURRENT LIABILITIES: Short-term borrowings (Note 4) 2,648,946 1,431,118 Current portion of long-term debt 37,500 34,057 Accounts payable 1,168,824 600,993 Dividends payable 577,914 534,889 Accrued taxes 165,002 31,458 Advance water revenues 21,182 18,173 Accrued interest 678,164 676,687 Other accrued expenses 466,563 396,771 5,764,095 3,724,146 DEFERRED CREDITS: Customers' advances for construction (Note 7) 16,746,170 17,054,497 Contributions in aid of construction 10,157,133 8,658,845 Deferred income taxes (Note 3) 15,117,013 12,109,748 Deferred regulatory liabilities (Note 1) 1,811,825 1,823,447 Deferred employee benefits 1,624,396 1,633,830 45,456,537 41,280,367 $116,386,607 $108,600,110 The accompanying notes are an integral part of these statements. The York Water Company Statements of Income Year Ended December 31 2000 1999 1998 WATER OPERATING REVENUES: Residential $10,979,596 $10,198,707 $10,015,871 Commercial and industrial 5,301,362 5,368,833 5,303,237 Other 2,200,205 1,943,711 1,817,921 18,481,163 17,511,251 17,137,029 OPERATING EXPENSES: Operation and maintenance 4,217,504 4,130,342 3,930,387 Administrative and general 3,386,889 3,283,359 3,115,287 Depreciation and amortization 1,673,715 1,618,357 1,636,578 Taxes other than income taxes 730,516 1,223,495 1,039,176 10,008,624 10,255,553 9,721,428 Operating income 8,472,539 7,255,698 7,415,601 INTEREST EXPENSE AND OTHER INCOME: Interest on long-term debt (Note 4) 2,739,902 2,715,505 2,718,950 Interest on short-term debt (Note 4) . . . . . . . . 113,709 31,026 36,605 Allowance for funds used during construction (55,906) (102,952) (81,941) Other income, net (166,003) (252,058) (158,329) 2,631,702 2,391,521 2,515,285 Income before income taxes 5,840,837 4,864,177 4,900,316 Federal and state income taxes (Note 3) 2,083,050 1,710,104 1,764,927 Net income $ 3,757,787 $ 3,154,073 $ 3,135,389 BASIC EARNINGS PER SHARE (Note 5). . . . . . . . . . $1.25 $1.05 $1.06 Statements of Shareholders' Investment Earnings Retained Common In The Treasury Stock Business Stock Balance, January 1, 1998 $26,453,873 $2,696,913 - Net income - 3,135,389 - Cash dividends ($.93 per share). . . . . . . . . . - (2,744,592) - Issuance of common stock under dividend reinvestment plan 759,823 - - Issuance of common stock under employee stock purchase plan 79,030 - - Balance, December 31, 1998 27,292,726 3,087,710 - Net income - 3,154,073 - Cash dividends ($.945 per share) . . . . . . . . . - (2,823,526) - Issuance of common stock under dividend reinvestment plan 728,166 - - Issuance of common stock under employee stock purchase plan 78,305 - - Repurchase of 38,000 shares of common stock - - (687,800) Balance, December 31, 1999 28,099,197 3,418,257 (687,800) Net income - 3,757,787 - Cash dividends ($.98 per share). . . . . . . . . . - (2,949,993) - Issuance of common stock under dividend reinvestment plan 722,609 - - Issuance of common stock under employee stock purchase plan 77,698 - - Balance, December 31, 2000 $28,899,504 $4,226,051 $(687,800) The accompanying notes are an integral part of these statements. The York Water Company Statements of Cash Flows Year Ended December 31 2000 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,757,787 $3,154,073 $3,135,389 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,673,715 1,618,357 1,636,578 Provision for losses on accounts receivable. . . . . 85,357 87,795 103,957 Increase in deferred income taxes (including regulatory assets and liabilities) . . . 924,785 947,655 589,078 Changes in assets and liabilities: Increase in accounts receivable (186,690) (359,256) (45,681) Decrease (increase) in recoverable income taxes 5,702 (5,702) 547,182 Increase in materials and supplies . . . . . . . . (12,330) (29,040) (23,563) Increase in prepaid expenses and prepaid pension costs (233,670) (201,587) (78,694) Increase in accounts payable, accrued expenses, other liabilities and deferred employee benefits 677,666 729,785 49,615 Increase (decrease) in accrued interest and taxes 135,021 (314,860) 232,171 (Increase) decrease in other assets (432,002) (131,476) 60,986 Net Cash Provided by Operating Activities 6,395,341 5,495,744 6,207,018 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of temporary investments. . . . . . . . (249,046) (3,281,000)(12,555,000) Maturities of temporary investments 249,046 3,281,000 12,555,000 Construction expenditures (6,413,721) (7,050,376) (4,989,967) Customers' advances for construction and contributions in aid of construction 1,189,961 1,741,382 1,688,535 (Increase) decrease in notes receivable. . . . . . . (202,000) 29,281 100,859 Net Cash Used in Investing Activities (5,425,760) (5,279,713) (3,200,573) CASH FLOWS FROM FINANCING ACTIVITIES: (Repayments) proceeds of long-term debt. . . . . . . (37,723) 800,000 - Net borrowings (repayments) under line-of-credit agreements 1,217,828 1,431,118 (843,000) Repurchase of 38,000 shares of common stock. . . . . - (687,800) - Issuance of common stock under dividend reinvestment plan 722,609 728,166 759,823 Issuance of common stock under employee stock purchase plan 77,698 78,305 79,030 Dividends paid (2,949,993) (2,823,526) (2,744,592) Net Cash Used in Financing Activities (969,581) (473,737) (2,748,739) Net (decrease) increase in cash and cash equivalents - (257,706) 257,706 Cash and cash equivalents at beginning of year - 257,706 - Cash and cash equivalents at end of year . . . . . . $ - $ - $ 257,706 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest, net of amounts capitalized $2,783,830 $2,636,394 $2,668,298 Income taxes 1,076,981 940,540 935,689 The accompanying notes are an integral part of these statements. The York Water Company Notes to Financial Statements l. Accounting Policies The business of The York Water Company is to impound, purify and distribute water. The Company operates entirely within its franchised territory located in York County, Pennsylvania, and is subject to regulation by the PPUC. The Company is subject to the provisions of Statement of Financial Accounting Standards (SFAS) No. 71, Accounting for the Effects of Certain Types of Regulation, and, therefore, certain of the accounting principles followed may differ from enterprises in general to reflect the economic effect of rate actions of regulators. The following summarizes the significant accounting policies employed by The York Water Company. Property, Plant and Equipment and Depreciation Property, plant and equipment consists of utility plant. The cost of additions includes contracted cost, direct labor and fringe benefits, materials, overheads and, for certain utility plant, allowance for funds used during construction. Water systems acquired are recorded at estimated original cost of utility plant when first devoted to utility service and the applicable depreciation is recorded to accumulated depreciation. The difference between the estimated original cost less applicable accumulated depreciation, and the purchase price is recorded as an acquisition adjustment within utility plant. At December 31, 2000 and 1999, utility plant includes a credit acquisition adjustment of $1,481,554 and $1,515,139, respectively, which is being amortized over the remaining life of the respective assets. Amortization amounted to $33,585 in 2000 and $34,788 in 1999. Upon normal retirement of depreciable property, the estimated or actual cost of the asset is credited to the utility plant account, and such amounts, together with the cost of removal less salvage value, is charged to the reserve for depreciation. Gains or losses from abnormal retirements are reflected in income currently. The Company charges to maintenance expense the cost of repairs and replacements and renewals of minor items of property. Maintenance of transportation equipment is charged to clearing accounts and apportioned therefrom in a manner similar to depreciation. The cost of replacements, renewals and betterments of units of property is capitalized to the utility plant accounts. The straight-line remaining life method is used to compute depreciation on utility plant cost, exclusive of land and land rights. The effective rate of depreciation was 1.96% in 2000, 2.02% in 1999, and 2.10% in 1998 on average utility plant, net of customers' advances and contributions. Larger depreciation provisions are deducted for tax purposes. Annual provisions for depreciation of transportation and mechanical equipment included in utility plant are computed on a straight-line basis over the estimated service lives. Such provisions are charged to clearing accounts and apportioned therefrom to operating expenses and other accounts in accordance with the Uniform System of Accounts as prescribed by the PPUC. Deferred Charges- Deferred debt expense is amortized on a straight-line basis over the term of the related debt. Deferred rate case expense is amortized over two years as specified by the PPUC for rate-making purposes. Revenues- Revenues include amounts billed to customers on a cycle basis and unbilled amounts based on estimated usage from the latest meter reading to the end of the accounting period. Customers' Advances for Construction- Advances are received from customers for construction of utility plant and are refundable as operating revenues are earned and any notes receivable have been paid after the completion of construction (see also Note 7). After all refunds to which the customer is entitled are made, any remaining balance is transferred to contributions in aid of construction. Contributions in Aid of Construction- Contributions in aid of construction include direct contributions and the portion of customers' advances for construction which become nonrefundable. Transfers to other accounts may not be made without approval of the PPUC. Income Taxes and Deferred Regulatory Assets and Liabilities- Certain income and expense items are accounted for in different time periods for financial reporting than for income tax reporting purposes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company is also required to recognize deferred regulatory assets and liabilities for the effect on revenues expected to be realized as the tax effects of temporary differences previously flowed through to customers reverse. Investment tax credits have been deferred and are being amortized to income over the average estimated service lives of the related assets. Notes Receivable- Notes receivable are recorded at cost, less the related allowance for impaired notes receivable. Management, considering current information and events regarding the borrowers' ability to repay their obligations, considers a note to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the note agreement or in rates. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the note's effective interest rate. Pension Plans- The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service and the employee's compensation before retirement. Allowance for Funds Used During Construction- Allowance for funds used during construction (AFUDC) represents the cost of funds used for construction purposes during the period of construction. These costs are reflected as non-cash income during the construction period and as an addition to the cost of plant constructed. The AFUDC rate was 10.04% for 2000, 1999, and 1998. Statements of Cash Flows- For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents except for those instruments earmarked to fund construction expenditures or repay long-term debt. Use of Estimates in the Preparation of Financial Statements- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Rate Increases The Company has increased rates as approved by the PPUC in September 1999 (5.3%). The new rates became effective October 1, 1999 and are designed to produce approximately $651,000 in additional annual operating revenues. The next application to increase rates will be filed in 2001. 3. Income Taxes The provisions for income taxes consist of: 2000 1999 1998 Federal current.. $ 926,825 $ 674,116 $ 790,645 State current.... 297,378 215,860 191,738 Federal deferred. 811,966 805,778 728,140 State deferred... 83,563 51,373 91,608 Federal investment tax credit, net of current utilization... (36,682) (37,023) (37,204) Total income taxes......... $2,083,050 $1,710,104 $1,764,927 A reconciliation of the statutory Federal tax provision (34%) to the total provision follows: 2000 1999 1998 Statutory Federal tax provision..... $1,985,885 $1,653,820 $1,666,107 Tax-exempt interest...... (47,524) (73,715) (39,084) Effect of depreciation flowed through.. (65,061) (46,021) (44,933) Effect of cost of removal flowed through......... (27,990) (23,163) (18,759) Amortization of investment tax credit.......... (38,118) (38,325) (38,185) State income taxes, net of Federal benefit. 251,441 176,374 187,008 Debt issuance expenses........ (31,956) 10,356 10,356 Other, net....... 56,373 50,778 42,417 Total income taxes........... $2,083,050 $1,710,104 $1,764,927 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2000 and 1999 are summarized in the following table: 2000 1999 Deferred tax assets: Allowance for doubtful accounts $ 88,655 $ 81,836 Deferred compensation 823,044 812,984 Customers' advances and contributions 3,091,319 4,191,539 Alternative minimum tax credit carryforward 1,135,705 1,149,394 Other 29,592 33,012 Total gross deferred tax assets 5,168,315 6,268,765 Less valuation allowance - - Total deferred tax assets 5,168,315 6,268,765 Deferred tax liabilities: Accelerated depreciation 18,419,468 16,619,999 Investment tax credit 365,445 377,046 Pension income 1,156,555 1,074,904 Other, net 255,205 224,728 Total deferred tax liabilities 20,196,673 18,296,677 Net deferred tax liability $15,028,358 $12,027,912 Reflected on balance sheets as: Current deferred tax asset $ (88,655) $ (81,836) Noncurrent deferred tax liability 15,117,013 12,109,748 Net deferred tax liability $ 15,028,358 $ 12,027,912 No valuation allowance is required for deferred tax assets as of December 31, 2000 and 1999. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and the current regulatory environment, management believes it is more likely than not the Company will realize the benefits of these deductible differences. 4. Borrowings Long-term debt as of December 31, 2000 and 1999 is summarized in the following table: 2000 1999 10.17% Senior Notes, Series A, due 2019.. $ 6,000,000 $ 6,000,000 9.60% Senior Notes, Series B, due 2019.. 5,000,000 5,000,000 10.05% Senior Notes, Series C, due 2020.. 6,500,000 6,500,000 8.43% Senior Notes, Series D, due 2022.. 7,500,000 7,500,000 4.40% Industrial Develop- ment Authority Revenue Refunding Bonds, Series 1994, due 2009 2,700,000 2,700,000 5% Industrial Develop- ment Authority Revenue Refunding Bonds, Series 1995, due 2010 - 4,300,000 1% Pennvest Note, due 2019 728,220 765,943 6% Industrial Development Authority Revenue Refunding Bonds, Series 1995, due 2010 4,300,000 - $32,728,220 $32,765,943 During 2000, the Company issued $4,300,000 of 6% Industrial Development Authority Revenue Refunding Bonds, Series 1995. Proceeds of these bonds were used to redeem the outstanding amount of the 5% Industrial Development Authority Revenue Refunding Bonds, Series 1995. These bonds have a mandatory tender date of June 1, 2005. The Company is required to purchase any unremarketed bonds. During 1999, the Company issued $2,700,000 of 4.40% Industrial Development Authority Revenue Refunding Bonds, Series 1994. Proceeds of these bonds were used to redeem the outstanding amount of the 4.75% Industrial Development Authority Revenue Refunding Bonds, Series 1994. These bonds have a mandatory tender date of May 15, 2004. The Company is required to purchase any unremarketed bonds. During 1999, the Company borrowed $800,000 under a 1% Pennvest note. Proceeds of this loan were used to fund certain capital projects. Principal payments on this loan will be $37,500 in 2001, $37,876 in 2002, $38,257 in 2003, $38,641 in 2004, and $39,029 in 2005. The terms of the debt agreements limit in some cases the Company's ability to prepay its borrowings and include certain restrictions with respect to declaration and payment of cash dividends and acquisition of the Company's stock. Under the terms of the most restrictive agreements, cumulative payments for dividends and acquisition of stock since December 31, 1982 may not exceed $1,500,000 plus net income since that date. As of December 31, 2000, none of the earnings retained in the business are restricted under these provisions. The Company maintains lines of credit aggregating $16,000,000. Loans granted under these lines as of December 31, 2000 bear interest based on the prime or LIBOR rate plus basis points, as defined. There were $2,648,946 of short-term borrowings as of December 31, 2000 and $1,431,118 as of December 31, 1999. The weighted average interest rate on short-term borrowings outstanding as of December 31, 2000 was 7.47%. All of the lines of credit are payable upon demand. The Company is not required to maintain compensating balances on its lines of credit. 5. Common Stock and Earnings Per Share Earnings per share are based upon the weighted average number of shares outstanding of 3,010,675 in 2000; 2,990,267 in 1999; and 2,951,285 in 1998. The Company does not have dilutive securities. Under the employee stock purchase plan, all full-time employees who have been employed at least six consecutive months may purchase shares of the Company's common stock through payroll deductions limited to 10% of gross compensation. The purchase price is 95% of the fair market value (as defined). As of December 31, 2000, 54,116 shares have been issued under the plan. Under the optional dividend reinvestment plan, holders of the Company's common stock may purchase additional shares. The purchase price is 95% of the fair market value (as defined). As of December 31, 2000, 473,250 shares of the 480,000 shares authorized have been issued. The Company has filed a Securities Certificate for an additional 480,000 shares to be authorized under this plan. On October 22, 1999, the Company purchased 38,000 shares of its common stock in a private transaction. 6. Employee Benefit Plans The Company maintains two defined benefit pension plans covering substantially all of its employees. The benefits are based upon years of service times the sum of $17.50 plus 1.5% of final average monthly earnings in excess of $400. The Company's funding policy is to contribute annually the maximum amount permitted by the Employee Retirement Income Security Act of 1974, as amended. The following table sets forth the plans' funded status and amounts recognized in the Company's balance sheets as of December 31, 2000 and 1999. The measurement of assets and obligations of the plans is as of December 31, 2000 and 1999. 2000 1999 Pension benefit obligations beginning of year $10,903,511 $11,166,995 Service cost 332,258 369,469 Interest cost 752,667 659,340 Increase (decrease) due to actuarial loss (gain) 513,657 (911,524) Benefit payments (508,288) (380,769) Pension benefit obligation end of year $11,993,805 $10,903,511 Fair value of plan assets beginning of year $15,487,253 $14,515,247 Actual return on plan assets 27,410 1,352,775 Benefits paid (508,288) (380,769) Fair value of plan assets end of year $15,006,375 $15,487,253 Funded status $ 3,012,570 $ 4,583,742 Unrecognized transition asset (242,333) (448,333) Unrecognized net prior service cost 267,740 220,568 Unrecognized net gain (859,554) (2,378,094) Prepaid pension cost as of December 31, 2000 and 1999 $ 2,178,423 $ 1,977,883 Net periodic pension income for 2000, 1999 and 1998 included the following components: 2000 1999 1998 Service cost-benefits earned during the year $ 332,258 $ 369,469 $ 319,765 Interest cost on projected benefit obligation 752,667 659,340 627,227 Expected return on plan assets (1,064,600) (1,000,896) (861,829) Amortization of transition asset (206,000) (206,000) (206,000) Amortization of prior service cost 31,017 26,717 26,717 Amortization of accumulated gain (45,882) - - Net periodic pension income $(200,540) $(151,370) $ (94,120) The weighted average discount rate used in determining the actuarial present value of the projected benefit obligation was 6.75% in 2000, 7.0% in 1999 and 6.0% in 1998. The rate of increase in future compensation levels was 5%. The expected long-term rate of return on assets was 7%. The Company has a savings plan pursuant to the provisions of section 401(k) of the Internal Revenue Code. The plan provides for elective employee contributions of up to 15% of compensation and Company matching contributions of 50% of the participant's contribution, up to a maximum annual Company contribution of $1,000 for each employee. Contributions to the plan amounted to $58,952 in 2000, $51,519 in 1999, and $51,446 in 1998. 7. Notes Receivable and Customers' Advances for Construction The Company has entered into agreements with municipalities to extend water service into newly-formed water districts. The Company loaned funds to the municipalities to cover the costs related to the projects. The municipalities concurrently advanced these funds to the Company in the form of customers' advances for construction. The municipalities are required by enacted ordinance to charge application fees and water revenue surcharges (fees) to customers connected to the system which are remitted to the Company. The principal and the related customer advance are reduced periodically as operating revenues are earned by the Company from customers connected to the system and refunds of advances are made. There is no due date for the notes nor expiration date for the advances. The Company has recorded interest income of $122,828 in 2000, $198,590 in 1999 and $96,199 in 1998 on these notes. Included in the accompanying balance sheets at December 31, 2000 and 1999 were the following amounts related to these projects. 2000 1999 Notes receivable, including interest $ 804,307 $ 595,143 Customers' advances for construction 2,775,234 2,398,504 The Company has other notes receivable totaling $181,487 and $188,652 at December 31, 2000 and 1999, respectively. The Company has other customers' advances for construction totaling $13,970,936 and $14,655,993 at December 31, 2000 and 1999, respectively. 8. Capital Commitments The Company plans to finance ongoing capital expenditures with internally generated funds, customers' advances, short-term borrowings and proceeds from the issuance of common stock under its dividend reinvestment plan (stock issued in lieu of cash dividends) and employee stock purchase plan. As additional funds are needed for the pipeline to the river, various debt and equity financing will be used. 9. Commitments and Contingent Liabilities The Company is involved in certain legal and administrative proceedings before various courts and governmental agencies concerning rates and other matters. The Company expects that the ultimate disposition of these proceedings will not have a material effect on the Company's financial position, results of operations and cash flows. 10. Fair Value of Financial Instruments The estimated fair value of financial instruments has been determined based on available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company might realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The carrying amount of current assets and liabilities that are considered financial instruments approximates their fair value as of the dates presented. The Company's long-term debt, with a carrying value of $32,728,220 at December 31, 2000 and $32,765,943 at December 31, 1999, had an estimated fair value of approximately $39,000,000 in 2000 and $35,000,000 in 1999. The weighted average rates used to calculate the carrying value were based on the 30-year Treasury Bond yield. The 2000 and 1999 rates were 6.55% and 7.78%, respectively. The Company's customers' advances for construction and notes receivable have carrying values at December 31, 2000 of $16,746,170 and $985,794, respectively. The relative fair values of these amounts cannot be accurately estimated since the timing of future payment streams is dependent upon several factors, including new customer connections, customer consumption levels and future rate increases. 11. Shareholder Rights Plan On January 25, 1999, the Company's Board of Directors approved a Shareholder Rights Plan designed to protect the Company's shareholders in the event of an unsolicited, unfair offer to acquire the Company. Each outstanding common share is entitled to one Right which is evidenced by the common share certificate. In the event any person acquires 15% or more of the outstanding common shares or commences a tender or exchange offer which, if consummated, would result in a person owning 15% or more of the outstanding common shares, the Rights will begin to trade independently from the common shares, and would entitle the holder to purchase a number of common shares having approximately twice the value of the exercise price of the Rights. If the Company is involved in a merger or other business combination at any time after the Rights become exercisable, the Rights will entitle the holder to acquire a number of shares of the acquiring company having approximately twice the value of the exercise price of the Rights. The Rights are redeemable by the Company at a redemption price of $0.01 per Right at any time before the Rights become exercisable. The Rights will expire on January 24, 2009, unless previously redeemed. INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors of The York Water Company: We have audited the accompanying balance sheet of The York Water Company as of December 31, 2000, and the related statements of income, shareholders' investment, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of The York Water Company as of December 31, 1999 and for the two years then ended were audited by other auditors whose report dated February 25, 2000, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 the 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 2000 financial statements referred to above present fairly, in all material respects, the financial position of The York Water Company as of December 31, 2000, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Stambaugh Ness, PC York, Pennsylvania February 28, 2001 Directors, Officers and Key Employees Horace Keesey III * Chairman of the Board Consultant William T. Morris, P.E.* President and Chief Executive Officer The York Water Company Irvin S. Naylor* Vice Chairman of the Board Vice Chairman of Board Cor-Box, Incorporated George Hay Kain, III Attorney at Law Chloe R. Eichelberger President/Chief Executive Officer Chloe Eichelberger Textiles, Inc. John L. Finlayson* Vice President-Finance and Administration Susquehanna Pfaltzgraff Co. Michael W. Gang* Partner Morgan, Lewis & Bockius LLP Thomas C. Norris Chairman-Retired P. H. Glatfelter Company George W. Hodges Office of the President The Wolf Organization, Inc. Directors Emeriti Robert E. Skold Josephine S. Appell Frank Motter Transfer Agent and Registrar American Stock Transfer & Trust Company 40 Wall Street New York, NY 10005 (212) 936-5100 www.amstock.com Staff William T. Morris, P.E. President and Chief Executive Officer Jeffrey S. Osman Vice President-Finance Secretary-Treasurer Duane R. Close Vice President-Operations Jeffrey R. Hines, P.E. Vice President-Engineering Bruce C. McIntosh Vice President-Human Resources Stock Exchange Listing The Company's common shares trade on the Nasdaq National Market. The trading symbol is "YORW." YORW NASDAQ LISTED *Members of the Executive Committee