-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SpMirPRz2UfIEpFYlLWjQCkmW4ji9cH1y8Sx1QEMQ7K5Ep2CJcAMyKtamYSqk8j1 swzL0c5jgbTfERVN7u3pnA== 0000108985-03-000034.txt : 20030811 0000108985-03-000034.hdr.sgml : 20030811 20030811155714 ACCESSION NUMBER: 0000108985-03-000034 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YORK WATER CO CENTRAL INDEX KEY: 0000108985 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 231242500 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00690 FILM NUMBER: 03834623 BUSINESS ADDRESS: STREET 1: 130 E MARKET ST CITY: YORK STATE: PA ZIP: 17405 BUSINESS PHONE: 7178453601 MAIL ADDRESS: STREET 1: PO BOX 15089 10-Q 1 june0310q.txt 2ND QUARTER 2003 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2003 Commission File No. 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 17401 (Address of principal executive offices) (Zip Code) Registrant's telephone number including Area Code 717-845-3601 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 checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act), YES _X_ NO ___ Indicate the number of shares outstanding of each of the issuer's classes of Common stock, as of the latest practicable date. Common stock, No par value 6,392,442 Shares outstanding as of August 11, 2003
THE YORK WATER COMPANY PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets (Unaudited) As Of As of June 30, 2003 Dec. 31, 2002 UTILITY PLANT, at original cost $130,011,094 127,117,248 Less-Reserve for depreciation 21,646,828 20,899,987 108,364,266 106,217,261 OTHER PHYSICAL PROPERTY: Less-Reserve for depreciation of $91,649 in 2003 and $95,820 in 2002 517,328 508,297 CURRENT ASSETS: Receivables, less reserves of $130,000 in 2003 and in 2002 2,910,148 2,838,501 Recoverable income taxes 39,796 - Materials and supplies, at cost 552,527 480,573 Prepaid expenses 320,359 293,874 Deferred income taxes 88,655 88,655 Total Current Assets 3,911,485 3,701,603 OTHER LONG-TERM ASSETS: Prepaid pension cost 1,889,110 2,184,108 Deferred debt expense 294,231 314,269 Deferred rate case expense 205,318 92,852 Notes receivable 829,265 835,153 Deferred regulatory assets 2,733,376 2,556,709 Other 2,082,125 1,998,135 8,033,425 7,981,226 $120,826,504 $118,408,387
THE YORK WATER COMPANY Balance Sheets (Unaudited) As Of As Of June 30, 2003 Dec. 31, 2002 CAPITALIZATION Common stock, no par value, authorized 31,000,000 shares, outstanding 6,392,442 shares in 2003 and 6,364,803 shares in 2002 $32,780,366 $32,331,176 Earnings retained in the business 4,972,267 4,885,532 37,752,633 37,216,708 LONG-TERM DEBT 1.0% Pennvest Loan, due 2019 632,814 652,087 6.0% Industrial Development Authority Revenue Refunding Bonds, Series 1995, due 2010 4,300,000 4,300,000 10.05% Senior Notes, Series C, due 2020 6,500,000 6,500,000 10.17% Senior Notes, Series A, due 2019 6,000,000 6,000,000 9.6% Senior Notes, Series B, due 2019 5,000,000 5,000,000 8.43% Senior Notes, Series D, due 2022 7,500,000 7,500,000 4.40% Industrial Development Authority Revenue Refunding Bonds, Series 1994, due 2009 2,700,000 2,700,000 32,632,814 32,652,087 CURRENT LIABILITIES Short-term borrowings 3,288,020 2,737,976 Current portion of long-term debt 38,449 38,257 Accounts payable 785,398 738,723 Dividends payable 655,756 653,082 Accrued taxes 17,240 28,736 Advance water revenues 26,700 28,030 Accrued interest 678,164 678,164 Other accrued expenses 618,055 591,311 Total Current Liabilities 6,107,782 5,494,279 DEFERRED CREDITS Customers' advances for construction 18,306,142 17,684,840 Contributions in aid of construction 12,190,501 12,193,101 Deferred income taxes 11,133,469 10,488,787 Deferred regulatory liabilities 931,374 942,119 Deferred employee benefits _1,771,789 1,736,466 44,333,275 43,045,313 $120,826,504 $118,408,387
THE YORK WATER COMPANY Statements of Income (Unaudited) (Unaudited) Three Months Ended Six Months Ended June 30 June 30_____ 2003 2002 2003 2002 WATER OPERATING REVENUES Residential $3,032,814 $2,884,107 $5,911,448 $5,651,717 Commercial and industrial 1,378,640 1,370,445 2,619,113 2,662,722 Other __636,220 621,753 1,275,053 1,241,500 5,047,674 4,876,305 9,805,614 9,555,939 OPERATING EXPENSES Operation and maintenance 1,181,024 1,160,122 2,283,050 2,189,936 Administrative and general 990,372 1,130,658 2,128,050 2,107,359 Depreciation 444,668 415,874 889,336 831,747 Taxes other than income taxes 217,521 __187,456 424,294 369,759 2,833,585 2,894,110 5,724,730 5,498,801 Operating Income 2,214,089 1,982,195 4,080,884 4,057,138 INTEREST EXPENSE AND OTHER INCOME Interest on long-term debt 689,819 689,914 1,379,662 1,379,852 Interest on short-term debt 17,675 16,026 34,140 31,305 Allowance for funds used during Construction (62,341) (31,193) (113,233) (55,044) Other income, net (28,245) _(157,325) __55,586 (83,995) 616,908 517,422 1,356,155 1,272,118 Income before income taxes 1,597,181 1,464,773 2,724,729 2,785,020 Federal and state income taxes __547,560 543,839 __917,538 988,639 Net Income $1,049,621 $ 920,934 $1,807,191 $1,796,381 Basic Earnings Per Share. $0.16 $0.15 $0.28 $0.28 Cash Dividends Per Share $0.13 $0.13 $0.27 $0.26
THE YORK WATER COMPANY Statements of Shareholders' Investment Earnings Retained Common in the Stock Business Balance, December 31, 2002 $32,331,176 $4,885,532 Net Income 1,807,191 Dividends (1,720,456) Issuance of common stock under dividend reinvestment plan 408,656 Issuance of common stock under employee stock purchase plan ____40,534 _________ Balance, June 30, 2003 $32,780,366 $4,972,267
THE YORK WATER COMPANY Statements of Cash Flows (Unaudited) (Unaudited) Six Months Six Months Ended Ended June 30, 2003 June 30, 2002 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,807,191 $1,796,381 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 889,336 831,747 Provision for losses on accounts receivable 65,000 65,000 Increase in deferred income taxes (including regulatory assets and liabilities) 457,270 621,249 Changes in assets and liabilities: Increase in accounts receivable (136,647) (8,301) Increase in recoverable income taxes (39,796) (45,326) Increase in materials and supplies (71,954) (22,248) Decrease (Increase) in prepaid expenses and prepaid pension costs 268,513 (186,537) Increase in accounts payable, accrued expenses, other liabilities and deferred employee benefits 110,086 633,203 Decrease in accrued interest and taxes (11,496) (507,622) Increase in other assets (68,938) (260,350) Net cash provided by operating activities 3,268,565 2,917,196 CASH FLOWS FROM INVESTING ACTIVITIES: Construction expenditures (3,152,852) (2,918,075) Customers' advances for construction and contributions in aid of construction 618,702 414,117 Decrease in notes receivable ____5,888 239,130 Net cash used in investing activities (2,528,262) (2,264,828) CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long term debt (19,081) (18,891) Net borrowings under line-of-credit agreements 550,044 490,392 Issuance of common stock under dividend reinvestment plan 408,656 388,240 Issuance of common stock under employee stock purchase plan 40,534 32,601 Dividends (1,720,456) (1,642,157) Net cash used in financing activities (740,303) (749,815) Net decrease in cash and cash equivalents - (97,447) Cash and cash equivalents at beginning of period _______- 97,447 Cash and cash equivalents at end of period $ - $ - Supplemental disclosures of cash flow information: Cash paid during the year for: Interest, net of amounts capitalized $1,302,173 $1,354,325 Income taxes 260,334 872,037
THE YORK WATER COMPANY Notes to Interim Financial Statements 1. Interim Financial Information The interim financial statements are unaudited but, in the opinion of management, reflect all adjustments of a normal recurring nature necessary for a fair presentation of results for such periods. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report to Shareholders for the year ended December 31, 2002. Operating results for the three month and six month periods ended June 30, 2003, are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. 2. Basic Earnings Per Share Basic earnings per share for the six months ended June 30, 2003 and 2002 were based on weighted average shares outstanding of 6,373,419 and 6,317,385, respectively. Since there are no common stock equivalents, there is no required Calculation for diluted earnings per share. 3. As a result of the Company's recently approved rate case on June 26, 2003, and in accordance with SFAS No. 71, $173,940 ($86,970 from the first quarter) in pension expenses were reclassified to regulatory assets during the second quarter of 2003. SFAS No. 71 stipulates generally accepted accounting principles for companies whose rates are established by or are subject to approval by an independent third-party regulator. In accordance with SFAS No. 71, costs are deferred on the balance sheet as regulatory assets and liabilities when it is probable that these costs and credits will be recognized in the rate-making process in a period different from when the costs and credits were incurred. These deferred amounts are then recognized in the income statement in the same period that they are reflected in rates charged for water service. THE YORK WATER COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-looking Information Certain statements contained herein and elsewhere in this Form 10-Q which are not historical facts are forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements address among other things: various federal and state regulations concerning water quality and environmental standards; the adequacy of approved rates to allow for a fair rate of return on the investment in utility plant; the timeliness of rate relief; quantity of rainfall and temperature; industrial demand; financing costs; energy rates; and environmental and water quality regulations, as well as information contained elsewhere in this report preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," or similar expressions. The statements are based on a number of assumptions concerning future events, many of which are outside the Company's control. The Company cautions that a number of important factors could cause the actual results to differ materially from those expressed in any forward-looking statements made on behalf of the Company. The Company undertakes no obligation to update or revise forward- looking statements, whether as a result of new information, future events or otherwise. Results of Operations Three Months Ended June 30, 2003 Compared with Three Months Ended June 30, 2002 Net income for the second quarter of 2003 was $1,049,621, an increase of $128,687, or 14.0%, compared to the same period of 2002. Water operating revenues for the three months ended June 30, 2003 increased $171,369, or 3.5%, compared to the three months ended June 30, 2002. The increase resulted primarily from an increase in total customers since June 30, 2002. Operating expenses for the second quarter of 2003 decreased $60,525, or 2.1%, compared to the second quarter of 2002. The primary reason for the decrease was lower prepaid pension expense in the amount of $157,000. Higher depreciation expense, higher health and general insurance premiums and higher contractual fees amounting to $97,000 partially offset the decrease. Allowance for funds used during construction for the second quarter 2003 increased $31,148, or 99.9%, when compared to second quarter 2002. Capitalized interest on the costs associated with the Susquehanna River project accounts for the increase. THE YORK WATER COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (Continued) Other income, net decreased by $129,080 during the second quarter 2003 compared to second quarter 2002, due to an increase in supplemental retirement expenses in the amount of $148,000 caused by a decrease in the discount rate provided by our pension actuary and used in the present value calculations. An increase in interest income on water district notes receivable amounting to $33,000 partially offset the decrease. Six Months Ended June 30, 2003 Compared with Six Months Ended June 30, 2002 Net income for the first half of 2003 was $1,807,191, an increase of $10,810, or 0.6%, compared to the first half of 2002. Water operating revenues for the year-to-date period ended June 30, 2003 increased $249,675, or 2.6%, compared to the same period in 2002. The increase resulted primarily from an increase of 804 customers since June 30, 2002 and the distribution surcharge which was collected from all customers during the first half of 2003 for infrastructure improvements. Operating expenses for the first six months of 2003 increased $225,929, or 4.1%, compared to the first six months of 2002. Higher depreciation, postage, insurance, and property tax expenses in the amount of $164,000 were the main reasons for the increase. Reduced pumping station maintenance and shareholder expenses amounting to $77,000 partially offset the increase. Allowance for funds used during construction for 2003 increased $58,189, or 105.7%, when compared to 2002. Capitalized interest on the costs associated with the Susquehanna River project accounts for the increase. Other income, net decreased by $139,581 in 2003 compared to 2002 due to a $133,000 increase in supplemental retirement expenses caused by a decrease in the discount rate provided by our pension actuary and used in the present value calculations. An increase in interest income on water district notes receivable of $15,000 partially offset the decrease. Federal and state income taxes decreased $71,101 or 7.2%, due to lower taxable income. The effective tax rate was 33.7% for the first half 2003 compared with 35.5% for the first half 2002. Rate Developments Within the last several years, the Company has filed written applications for rate increases with the Pennsylvania Public Utility Commission (PPUC) and has been granted rate relief as a result of such requests. The most recent request was filed on January 24, 2003 seeking a $2,808,000 or 13.7% rate increase. Effective June 26, 2003, the PPUC authorized an increase in rates designed to produce approximately $1,725,000 in additional annual operating revenues, an increase of 8.5%. The Company plans to file its next rate increase request on or after March 31, 2004. THE YORK WATER COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources During the first half of 2003, the Company had $3,152,852 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 of approximately $13,275,000 for the second half of 2003, and will finance these expenditures in the same manner as the first half of 2003. During the first six months of 2003, net cash used in investing and financing activities equaled net cash provided by operating activities. The Company anticipates that during the remainder of 2003 net cash used in investing and financing activities will again equal 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 are expected to be used to satisfy the need for additional cash. As of June 30, 2003, current liabilities exceeded current assets by $2,196,000. Short-term borrowings from lines of credit as of June 30, 2003 were $3,288,000. The Company maintains lines of credit aggregating $21,500,000. Loans granted under these lines of credit bear interest based on the prime or LIBOR rates plus 1 to 1.25%. All lines of credit are unsecured and payable upon demand. The Company is not required to maintain compensating balances on its lines of credit. The permitting process for the Company's pipeline to the Susquehanna River continued through the first half of 2003. The Company's petition to reclassify Lake Redman from a cold water fishery to a warm water fishery is in the final rulemaking stage. The Company expects a favorable final ruling in October or November 2003 and a discharge permit after the Environmental Protection Agency approval 30-45 days later. This rulemaking affects only the discharge of water from the Susquehanna River into Lake Redman. Our water allocation permit was recently approved by the Federal Energy Regulatory Commission. We are now waiting for Department of Environmental Protection and York County Conservation District Erosion and Sediment Control Program approval in order to begin construction in late August or early September 2003. The engineering phase for the design of the intake, the pump station, and the first mile of pipeline is complete. The entire project cost is estimated at $22 million and will be financed through a combination of debt and stock issues. THE YORK WATER COMPANY Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Off-Balance Sheet Transactions 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, has no lease obligations, and does not have material transactions involving related parties. Item 3. Quantitative and Qualitative Disclosures About Market Risk 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. 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 rate or LIBOR plus 1 to 1.25 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 4. 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 Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon this evaluation, the Company's President and Chief Executive Officer along with the Company's Chief Financial Officer concluded that the Company's disclosure controls and procedures have been designed and 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 recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance 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. 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. THE YORK WATER COMPANY Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of the Shareholders of The York Water Company was convened May 5, 2003 at the Yorktowne Hotel, 48 East Market Street, in the City of York, Pennsylvania, at 1:00 P.M. for the purpose of taking action upon the following proposals: (1) To elect three (3) Directors to three-year terms of office. The actions taken by the Shareholders concerning the election of Directors are as follows: George Hay Kain III George W. Hodges Michael W. Gang For election 4,825,001 4,842,026 4,487,332 Shares withheld 100,986 83,962 438,656 The following Directors' terms of office continued after the Annual Meeting. John L. Finlayson Irvin S. Naylor Chloe R. Eichelberger William T. Morris Thomas C. Norris Jeffrey S. Osman (2) To appoint Stambaugh Ness, PC as independent accountants to audit the (3) financial statements of the Company for the year 2003. The actions taken by the Shareholders concerning the appointment of Stambaugh Ness, PC independent accountants are as follows: For Approval 4,897,886 Against Approval 12,949 Abstaining From Voting 15,152 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 - Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. 31.2 - Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. THE YORK WATER COMPANY Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (Continued) 32.1 - Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 32.2 - Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 (b) Reports on Form 8-K On May 13, 2003, the Company filed a Form 8-K reporting earnings for the first quarter of 2003. On May 16, 2003, the Company filed a Form 8-K announcing that a settlement of the rate case was filed with the PPUC. On July 7, 2003, the Company filed a Form 8-K announcing the approval of the rate case settlement by the PPUC. EXHIBIT 31.1 CERTIFICATION OF PURSUANT TO RULE 13a - 14(a) I, Jeffrey S. Osman, certify that: I have reviewed this quarterly report on Form 10-Q of The York Water 1. Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) {Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986}; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2003 /S/Jeffrey S. Osman Jeffrey S. Osman President and CEO EXHIBIT 31.2 CERTIFICATION OF PURSUANT TO RULE 13a - 14(a) I, Kathleen M. Miller, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The York Water Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) {Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986}; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2003 /S/Kathleen M. Miller Kathleen M. Miller Chief Financial Officer THE YORK WATER COMPANY SIGNATURES Pursuant to the requirements 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 /S/Jeffrey S. Osman Jeffrey S. Osman Principal Executive Officer Date: August 11, 2003 /S/Kathleen M. Miller Kathleen M. Miller Principal Financial and Accounting Officer Date: August 11, 2003 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of The York Water Company on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey S. Osman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that: (1) The Report fully complies with the requirements of Section 12 (a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m (a); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. THE YORK WATER COMPANY /S/Jeffrey S. Osman Jeffrey S. Osman Chief Executive Officer Date: August 11, 2003 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Quarterly Report of The York Water Company on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kathleen M. Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, that: (3) The Report fully complies with the requirements of Section 12 (a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m (a)); and (4) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. THE YORK WATER COMPANY /S/Kathleen M. Miller Kathleen M. Miller Chief Financial Officer Date: August 11, 2003 -----END PRIVACY-ENHANCED MESSAGE-----