Item 1. Business.
(a) General development of business.
The Company is a corporation duly organized under the laws of the Commonwealth of Pennsylvania in 1816.
(b) Financial information about industry segments.
The Company operates in only one segment, the impounding, purification and distribution of water.
(c) Narrative description of business.
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 (PPUC). Water service is supplied through the Company's own distribution system to the City of York, the Boroughs of North York, East Prospect, West York, Manchester, Mount Wolf, Jacobus, Loganville, Yorkana, New Salem, Hallam, Seven Valleys, Jefferson, and portions of the Townships of Manchester, East Manchester, West Manchester, Springettsbury, Spring Garden, Springfield, York, North Codorus, Hellam, Windsor, Lower Windsor, Codorus, 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's present average daily consumption is 18,593,000 gallons, and its present safe daily yield is 29,900,000 gallons.
The Company's service territory has an estimated population of 143,000. 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. In the area served by the Company under the supervision of the PPUC there are no competitors.
The Company's business does not require large amounts of working capital and is not dependent upon any single customer or a very few customers. Operating revenue is derived from the following sources and in the following percentages: residential, 59%; commercial and industrial, 31%; other, 10%. The Company presently has 92 employees.
During the last five years ended in 1996, the Company has maintained an increasing growth in number of customers and distribution facilities as shown by the following chart:
1996 1995 1994 1993 1992 Average daily consumption (gallons per day) 18,593,00019,657,000 19,660,00019,380,000 18,453,000 Miles of mains at year end 641 622 597 580 570 Distribution mains installed (ft.) 78,619 84,515 91,087 58,414 41,771 Number of customers 45,800 44,879 43,830 42,844 42,198 Population served 143,000 140,000 136,000 134,000 133,000
During 1996, the per capita volume of water sold did not significantly change compared to 1995. 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.
Item 2. Properties.
The accounting and executive offices of the Company are located in two two-story brick and masonry buildings, containing approximately 21,861 square feet of floor space, 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 to protect the area both from pollution and also from soil erosion which might otherwise fill the reservoir with silt. The upper dam 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 to 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. Since the average daily consumption in 1996 was 18,593,000 gallons, it can readily be seen that the present pumping and filtering facilities are adequate to meet the present 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 15,140,000 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 having 26,680 square feet of area.
The distribution system of the Company has approximately 641 miles of main water lines.
All of the Company's properties listed above are held in fee by the Company. There are no encumbrances.
In addition, the Company has entered into a "Joint Use and Park Management Agreement" dated December 29, 1976, and executed by The York Water Company and the County of York, Pennsylvania, whereby the Company has licensed to the County of York for fifty (50) years for county park purposes for the benefit of the general public in York County the Company's present reservoir lands and waters referred to in the Agreement as approximately 1,175 acres including two lakes, all in Springfield and York Townships, York County, Pennsylvania.
York County has in return agreed thereby not to erect a dam upstream on the east branch of the Codorus Creek and to waive flood damages to the County's Spring Valley Tract of park lands if, as planned, the Company builds a third dam around the year 2020. The Company and its customers are thereby assured of a future reservoir site at reasonable expense.
Item 3.
Item 3. Legal Proceedings.
There are no material legal proceedings. Item 4.
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.
Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters.
The information set forth under the caption "Security Market and Dividends" of the 1996 Annual Report to Shareholders is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data.
The information set forth under the caption "Highlights of Our 181st Year" of the 1996 Annual Report to Shareholders is incorporated herein by reference.
Item 7.
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 1996 Annual Report to Shareholders is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The following financial statements set forth in the 1996 Annual Report to Shareholders are incorporated herein by reference:
Balance Sheets as of December 31, 1996 and 1995 Page 5 Statements of Income for Years Ended December 31, 1996, 1995 and 1994 Page 6 Statements of Shareholders' Investment for Years Ended December 31, 1996, 1995 and 1994 Page 6 Statements of Cash Flows for Years Ended December 31, 1996, 1995 and 1994 Page 7 Notes to Financial Statements Page 8 Independent Auditors' Report Page 12
Except for the above financial data and the information specified under Items 5, 6 and 7 of this report, the 1996 Annual Report to Shareholders is not deemed to be filed as part of this report. Selected quarterly financial data are not presented because the Company does not meet the tests set forth in Item 302 (a)(5) of Regulation S-K.
Item 9.
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.
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Election of Directors" of the Proxy Statement issued pursuant to Regulation 14A for the Company's 1997 Annual Meeting of Shareholders to be held May 5, 1997 is incorporated herein by reference.
Item 11.
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 1997 Annual Meeting of Shareholders to be held May 5, 1997 is incorporated herein by reference.
Item 12.
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 1997 Annual Meeting of Shareholders to be held May 5, 1997 is incorporated herein by reference.
Item 13.
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 1997 Annual Meeting of Shareholders to be held May 5, 1997 is incorporated herein by reference. PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Certain documents filed as a part of the Form 10-K.
The financial statements set forth under Item 8 of this Form 10-K.
Schedule Schedule Page Number Description Number
II Valuation and Qualifying Accounts 7
The report of the Company's independent auditors with respect to the financial statement schedule appears on page 6.
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 9, 10 and 11.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed during the last quarter of the period covered by this report.
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of The York Water Company:
Under date of February 21, 1997, we reported on the balance sheets of The York Water Company as of December 31, 1996 and 1995, and the related statements of income, shareholders' investment, and cash flows for each of the years in the three-year period ended December 31, 1996, as contained in the 1996 annual report to shareholders. These financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1996. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedule as listed in Item 14(a). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
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.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania February 21, 1997
THE YORK WATER COMPANY SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 1996
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: By: /s/ William T. Morris William T. Morris President and Chief Executive Officer
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/ William T. Morris By: /s/ Jeffrey S. Osman William T. Morris Jeffrey S. Osman (Principal Executive and (Principal Accounting Officer) Financial Officer and Director)
Dated: Dated:
Directors: Date
By: /s/ Irvin S. Naylor Irvin S. Naylor (Chairman)
By: /s/ Horace Keesey III Horace Keesey III
By: /s/ Chloe Eichelberger Chloe Eichelberger
By: /s/ Paul W. Ware Paul W. Ware
By: /s/ John L. Finlayson John L. Finlayson
By: /s/ Frank Motter
By: /s/ George Hay Kain, III
By: /s/ Michael W. Gang Michael W. Gang
INDEX TO EXHIBITS
Articles of IncorporationIncorporated herein by reference. Filed previously with the Securities and Exchange Commission as an exhibit to the Company's Form S-3 dated July 1, 1996.
3.1By-LawsIncorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's Form S-3 dated July 1, 1996. 4.1 Optional Dividend Reinvestment Plan Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as the Com-pany's Form S-3 dated July 7, 1994.  4.41986 Public Offering of Common Stock Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as the Company's Form S-2 dated October 28, 1986. 4.5 Employees' Stock Purchase Plan Dated November 28, 1988 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's Registration Statement Form S-9 dated December 1988. 4.6 Note Agreement Relative to the $6,000,000 10.17% Senior Notes, Series A and $5,000,000 9.60% Senior Notes, Series B dated January 2, 1989 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1989 Form 10-K. 4.8 Note Agreement Relative to the $6,500,000 10.05% Senior Notes, Series C dated August 15, 1990 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1990 Form 10-K. 4.10 1992 Public Offering of Common Stock Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as the Company's Form S-3 dated April 15, 1992. 4.11 Note Agreement Relative to the $7,500,000 8.43% Senior Notes, Series D dated December 15, Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an exhibit to the Company's 1992 Form 10-K. 4.12 Fourth Supplemental Acquisition, Financing and Sale Agreement Relative to the $2,700,000 4.75% Water Facilities Revenue Refunding Bonds dated February 1, 1994 Incorporated herein by reference. Filed previously with the Securities and Exchange commission as an ex-hibit to the Company's Quarterly Report Form 10-Q for the quarter ended June 30, 1994.
4.13Fifth Supplemental Acquisition, Financing and Sale Agreement Relative to the $4,300,000 5% Water Facilities Revenue Refunding Bonds dated October 1, 1995 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an exhibit to the Company's Quarterly Report Form 10-Q for the quarter ended September 30, 1995. 4.14 Public Offering of Common Stock Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as the Company's Form S-3 dated July 1, 1996. 10.1 Articles of Agreement Between The York Water Company and Springetts-bury Township Relative to Extension of Water Mains dated April 17, 1985 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1989 Form 10-K. 10.2 Articles of Agreement Between The York Water Company and Windsor Township Relative to Extension of Water Mains dated February 9, 1989 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1989 Form 10-K. 10.3 Articles of Agreement Between The York Water Company and Windsor Township, Yorkana Borough, Modern Trash Removal of York, Inc. and Lower Windsor Township Relative to Extension of Water Mains dated July 18, 1989 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1989 Form 10-K. 10.4 Articles of Agreement Between The York Water Company and North Codorus Township Relative to Extension of Water Mains dated September 20, 1989 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1990 Form 10-K. 10.5 Articles of Agreement Between The York Water Company and York Township Relative to Extension of Water Mains dated December 29, 1989 Incorporated herein by reference. Filed previously with the Securities and Exchange Commission as an ex-hibit to the Company's 1990 Form 10-K. Common Shares Used in Computing Earnings Per Share1996 Annual Report to ShareholdersConsent of Independent Auditors 28.1 Undertakings Incorporated by Reference into Registration Statement Form S-8 Dated December, 1988 EXHIBIT 3 THE YORK WATER COMPANY ARTICLES OF INCORPORATION
The Articles of Incorporation of the Company have been filed previously with the Securities and Exchange Commission as an exhibit to the Company's Form S-3 dated July 1, 1996 and are hereby incorporated by reference.
EXHIBIT 3.1 THE YORK WATER COMPANY BY-LAWS
The By-Laws of the company have been filed previously with the Securities and Exchange Commission as an exhibit to the Company's Form S-3 dated July 1, 1996 and are hereby incorporated by reference. EXHIBIT 4.1 THE YORK WATER COMPANY OPTIONAL DIVIDEND REINVESTMENT PLAN
The Optional Dividend Reinvestment Plan has been filed previously with the Securities and Exchange Commission on Form S-3, Registration Statement Under the Securities Act of 1933, dated July 7, 1994 and is hereby incorporated by reference.
EXHIBIT 4.4 THE YORK WATER COMPANY 1986 PUBLIC OFFERING OF COMMON ST0CK
The 1986 Public Offering of Common Stock has been filed previously with the Securities and Exchange Commission as the Company's Form S-2 dated October 28, 1986 and is hereby incorporated by reference.
EXHIBIT 4.5 THE YORK WATER COMPANY EMPLOYEES' STOCK PURCHASE PLAN
The Employees' Stock Purchase Plan dated November 28, 1988 has been filed previously with the Securities and Exchange Commission as an exhibit to the Company's Registration Stateent Form S-8 dated December, 1988 and is hereby incorporated by reference.
EXHIBIT 4.6 THE YORK WATER COMPANY SENIOR NOTES, SERIES A AND SERIES B NOTE AGREEMENT
The Note Agreement relative to the $6,000,000 10.17% Senior Notes, Series A and $5,000,000 Adjusted Rate Senior Notes, Series B dated January 2, 1989 has been filed previously with the Securities and Exchange Commission on Form 10-K dated March 26, 1990, and is hereby incorporated by reference.
EXHIBIT 4.8 THE YORK WATER COMPANY SENIOR NOTES, SERIES C NOTE AGREEMENT
The Note Agreement relative to the $6,500,000 10.05% Senior Notes, Series C dated August 15, 1990 has been filed previously with the Securities and Exchange Commission on Form 10-K dated March 25, 1991, and is hereby incorporated by reference.
EXHIBIT 4.10 THE YORK WATER COMPANY 1992 PUBLIC OFFERING OF COMMON STOCK
The 1992 Public Offering of Common Stock has been filed previously with the Securities and Exchange Commission as the Company's Form S-3 dated April 15, 1992 and is hereby incorporated by reference.
EXHIBIT 4.11 THE YORK WATER COMPANY SENIOR NOTES, SERIES D NOTE AGREEMENT
The Note Agreement relative to the $7,500,000 8.43% Senior Notes, Series D dated December 18, 1992 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 29, 1993 and is hereby incorporated by reference.
EXHIBIT 4.12 THE YORK WATER COMPANY 4.75% WATER FACILITIES REVENUE REFUNDING BONDS AGREEMENT
The Fourth Supplemental Acquisition, Financing and Sale Agreement relative to the $2,700,000 4.75% Water Facilities Revenue Refunding Bonds dated February 1, 1994 has been filed previously with the Securities and Exchange Commission on Form 10-Q, dated July 27, 1994, and is hereby incorporated by reference.
EXHIBIT 4.13 THE YORK WATER COMPANY 5% WATER FACILITIES REVENUE REFUNDING BONDS AGREEMENT
The Fifth Supplemental Acquisition, Financing and Sale Agreement relative to the $4,300,000 5% Water Facilities Revenue Refunding Bonds dated October 1, 1995 is attached hereto.
EXHIBIT 4.14 THE YORK WATER COMPANY 1996 PUBLIC OFFERING OF COMMON STOCK
The 1996 Public Offering of Common Stock has been filed previously with the Securities and Exchange Commission as the Company's Form S-3 dated July 1, 1996 and is hereby incorporated by reference.
EXHIBIT 10.1 THE YORK WATER COMPANY SPRINGETTSBURY TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and Springettsbury Township relative to extension of water mains dated April 17, 1985 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 26, 1990 and is hereby incorporated by reference.
EXHIBIT 10.2 THE YORK WATER COMPANY WINDSOR TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and Windsor Township relative to extension of water mains dated February 9, 1989 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 26, 1990 and is hereby incorporated by reference.
EXHIBIT 10.3 THE YORK WATER COMPANY WINDSOR TOWNSHIP, YORKANA BOROUGH, MODERN TRASH REMOVAL, INC. AND LOWER WINDSOR TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and Windsor Township, Yorkana Borough, Modern Trash Removal, Inc. and Lower Windsor Township relative to extension of water mains dated July 18, 1989 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 26, 1990 and is hereby incorporated by reference.
EXHIBIT 10.4 THE YORK WATER COMPANY NORTH CODORUS TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and North Codorus Township relative to extension of water mains dated September 20, 1989 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 25, 1991 and is hereby incorporated by reference.
EXHIBIT 10.5 THE YORK WATER COMPANY YORK TOWNSHIP ARTICLES OF AGREEMENT
The Articles of Agreement between The York Water Company and York Township relative to extension of water mains dated December 29, 1989 has been filed previously with the Securities and Exchange Commission on Form 10-K, dated March 25, 1991 and is hereby incorporated by reference.
EXHIBIT 11 THE YORK WATER COMPANY COMMON SHARES USED IN COMPUTING EARNINGS PER SHARE
1996 1995 1994 1993 1992
Common shares outstanding, beginning of the year 637,374 629,684 621,817 613,889 551,243
Weighted average shares issued in connection with 1996 stock subscription 16,608 - - - -
Weighted average shares issued in connection with 1992 stock subscription - - - - 29,774
Weighted average shares issued in connection with the Employee Stock Purchase Plan 436 430 406 398 399
Weighted average shares issued in connection with the Optional Dividend Reinvestment Plan 2,473 2,481 2,620 2,617 2,526
656,891 632,595 624,843 616,904 583,942
EXHIBIT 13 THE YORK WATER COMPANY 1996 ANNUAL REPORT TO SHAREHOLDERS
The York Water Company's 1996 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 incorporation by reference in the registration statements No. 2-80547 on Form S-3 (Optional Dividend Reinvestment Plan) and No. 33-26180 on Form S-8 (Employees' Stock Purchase Plan) of The York Water Company of our report dated February 21, 1997, relating to the balance sheets of The York Water Company as of December 31, 1996 and 1995, and the related statements of income, shareholders' investment, and cash flows for each of the years in the three-year period ended December 31, 1996, and related schedule, which report appears in the December 31, 1996 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 state- ments No. 2-80547 on Form S-3 (Optional Dividend Reinvestment Plan) and No. 33-26180 on Form S-8 (Employees' Stock Purchase Plan) of The York Water Company of our report dated February 21, 1997, relating to the financial statement schedule as listed in Item 14(a) of the Company's December 31, 1996 annual report on Form 10-K, which report appears in such annual report on Form 10-K.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania March 31, 1997
EXHIBIT 28.1
THE YORK WATER COMPANY
UNDERTAKINGS INCORPORATED BY REFERENCE INTO REGISTRATION STATEMENT FORM S-8 DATED DECEMBER, 1988
The undertaking set forth below is filed for purposes of incorporation by reference into Part II of the registration statements on Form S-8, File No. 33.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities rising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers or persons controlling the registrant pursuant to the provisions described in this registration statement, or otherwise, The York Water Company (the "Company") has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.