UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
------------------ -----------------
Commission File Number 1-6659
AQUA AMERICA, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1702594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 -3489
- ------------------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610)-527-8000
--------------
- --------------------------------------------------------------------------------
(Former Name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ------
Indicate by check mark 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 July 22, 2005.
96,136,189 .
Part I - Financial Information
Item 1. Financial Statements
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except per share amounts)
(UNAUDITED)
June 30, December 31,
Assets 2005 2004
--------------------------
Property, plant and equipment, at cost $ 2,719,989 $ 2,626,151
Less accumulated depreciation 585,669 556,339
--------------------------
Net property, plant and equipment 2,134,320 2,069,812
--------------------------
Current assets:
Cash and cash equivalents 5,365 13,116
Accounts receivable and unbilled revenues, net 64,701 64,538
Inventory, materials and supplies 7,928 6,903
Prepayments and other current assets 4,834 5,570
--------------------------
Total current assets 82,828 90,127
--------------------------
Regulatory assets 126,747 122,935
Deferred charges and other assets, net 53,091 52,120
Funds restricted for construction activity 70,643 17,196
--------------------------
$ 2,467,629 $ 2,352,190
==========================
Liabilities and Stockholders' Equity
Common stockholders' equity:
Common stock at $.50 par value, authorized 300,000,000 shares,
issued 96,765,494 and 96,071,580 in 2005 and 2004 $ 48,383 $ 48,036
Capital in excess of par value 478,397 468,524
Retained earnings 261,323 245,115
Treasury stock, 669,399 and 686,747 shares in 2005 and 2004 (12,306) (12,702)
Accumulated other comprehensive loss (1,742) (1,742)
Unearned compensation (698) --
--------------------------
Total common stockholders' equity 773,357 747,231
--------------------------
Minority interest 1,355 1,237
Long-term debt, excluding current portion 844,539 784,461
Commitments -- --
Current liabilities:
Current portion of long-term debt 45,186 50,195
Loans payable 113,690 85,115
Accounts payable 15,288 23,534
Accrued interest 12,889 12,029
Accrued taxes 6,889 8,975
Other accrued liabilities 36,679 37,534
--------------------------
Total current liabilities 230,621 217,382
--------------------------
Deferred credits and other liabilities:
Deferred income taxes and investment tax credits 225,578 223,887
Customers' advances for construction 74,395 73,095
Regulatory liabilities 12,329 11,942
Other 17,264 15,147
--------------------------
Total deferred credits and other liabilities 329,566 324,071
--------------------------
Contributions in aid of construction 288,191 277,808
--------------------------
$ 2,467,629 $ 2,352,190
==========================
See notes to consolidated financial statements
beginning on page 7 of this report.
1
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(UNAUDITED)
Six Months Ended
June 30,
----------------------
2005 2004
----------------------
Operating revenues $ 237,088 $ 206,292
Costs and expenses:
Operations and maintenance 98,200 86,314
Depreciation 29,312 27,180
Amortization 2,455 1,919
Taxes other than income taxes 15,757 13,962
----------------------
145,724 129,375
----------------------
Operating income 91,364 76,917
Other expense (income):
Interest expense, net 25,336 23,238
Allowance for funds used during construction (1,064) (1,333)
Gain on sale of other assets (505) (476)
----------------------
Income before income taxes 67,597 55,488
Provision for income taxes 26,508 22,042
----------------------
Net income $ 41,089 $ 33,446
======================
Net income $ 41,089 $ 33,446
Other comprehensive income (loss), net of tax:
Unrealized gain on securities -- 59
Reclassification adjustment for gains reported in net income -- (230)
----------------------
Comprehensive income $ 41,089 $ 33,275
======================
Net income per common share:
Basic $ 0.43 $ 0.36
======================
Diluted $ 0.42 $ 0.36
======================
Average common shares outstanding
during the period:
Basic 95,701 92,793
======================
Diluted 96,911 93,828
======================
Cash dividends declared per common share $ 0.26 $ 0.24
======================
See notes to consolidated financial statements
beginning on page 7 of this report.
2
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
(UNAUDITED)
Three Months Ended
June 30,
----------------------
2005 2004
----------------------
Operating revenues $ 123,100 $ 106,524
Costs and expenses:
Operations and maintenance 50,891 44,483
Depreciation 14,629 13,506
Amortization 1,227 1,249
Taxes other than income taxes 7,760 6,813
----------------------
74,507 66,051
----------------------
Operating income 48,593 40,473
Other expense (income):
Interest expense, net 12,541 11,436
Allowance for funds used during construction (700) (724)
Gain on sale of other assets (24) (26)
----------------------
Income before income taxes 36,776 29,787
Provision for income taxes 14,558 11,916
----------------------
Net income $ 22,218 $ 17,871
======================
Net income $ 22,218 $ 17,871
Other comprehensive income, net of tax:
Unrealized gain on securities -- --
Reclassification adjustment for gains reported in net income -- --
----------------------
Comprehensive income $ 22,218 $ 17,871
======================
Net income per common share:
Basic $ 0.23 $ 0.19
======================
Diluted $ 0.23 $ 0.19
======================
Average common shares outstanding
during the period:
Basic 95,889 92,899
======================
Diluted 97,123 93,848
======================
Cash dividends declared per common share $ 0.13 $ 0.12
======================
See notes to consolidated financial statements
beginning on page 7 of this report.
3
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITALIZATION
(In thousands of dollars, except per share amounts)
(UNAUDITED)
June 30, December 31,
2005 2004
----------------------------------
Common stockholders' equity:
Common stock, $.50 par value $ 48,383 $ 48,036
Capital in excess of par value 478,397 468,524
Retained earnings 261,323 245,115
Treasury stock (12,306) (12,702)
Accumulated other comprehensive loss (1,742) (1,742)
Unearned compensation (698) -
----------------------------------
Total common stockholders' equity 773,357 747,231
----------------------------------
Long-term debt:
Long-term debt of subsidiaries (substantially secured by utility plant):
Interest Rate Range
0.00% to 2.49% 19,757 20,051
2.50% to 2.99% 29,315 29,924
3.00% to 3.49% 17,414 17,546
3.50% to 3.99% 6,882 7,123
4.00% to 4.99% 9,435 9,435
5.00% to 5.49% 237,611 165,615
5.50% to 5.99% 89,260 89,260
6.00% to 6.49% 110,360 110,360
6.50% to 6.99% 32,000 42,000
7.00% to 7.49% 16,158 45,105
7.50% to 7.99% 25,124 25,231
8.00% to 8.49% 26,612 26,714
8.50% to 8.99% 9,000 9,000
9.00% to 9.49% 47,244 53,244
9.50% to 9.99% 41,593 42,088
10.00% to 10.50% 6,000 6,000
----------------------------------
723,765 698,696
Notes payable, 6.05%, due 2006 960 960
Unsecured notes payable, 4.87%, maturing in various installments through 2023 135,000 135,000
Unsecured notes payable, 5.01%, due 2015 18,000 -
Unsecured notes payable, 5.20%, due 2020 12,000 -
----------------------------------
889,725 834,656
Current portion of long-term debt 45,186 50,195
----------------------------------
Long-term debt, excluding current portion 844,539 784,461
----------------------------------
Total capitalization $ 1,617,896 $ 1,531,692
==================================
See notes to consolidated financial statements
beginning on page 7 of this report.
4
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY
(In thousands of dollars)
(UNAUDITED)
Accumulated Unearned
Capital in Other Compensation
Common excess of Retained Treasury Comprehensive on Restricted
Stock par value earnings Stock Loss Stock Total
---------------------------------------------------------------------------------------
Balance at December 31, 2004 $48,036 $ 468,524 $ 245,115 $ (12,702) $ (1,742) $ - $ 747,231
Net income - - 41,089 - - - 41,089
Dividends - - (24,881) - - - (24,881)
Sale of stock (202,999 shares) 85 3,852 - 821 - - 4,758
Repurchase of stock (15,944 shares) - - - (425) - - (425)
Equity Compensation Plan (28,314 shares) 14 708 - - - (722) -
Exercise of stock options (495,893 shares) 248 5,313 - - - - 5,561
Amortization of unearned compensation - - - - - 24 24
---------------------------------------------------------------------------------------
Balance at June 30, 2005 $48,383 $ 478,397 $ 261,323 $ (12,306) $ (1,742) $ (698) $ 773,357
=======================================================================================
See notes to consolidated financial statements
beginning on page 7 of this report.
5
AQUA AMERICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In thousands of dollars)
Six Months Ended
June 30,
-----------------------
2005 2004
----------------------
Cash flows from operating activities:
Net income $ 41,089 $ 33,446
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization 31,767 29,099
Deferred income taxes 3,199 5,308
Gain on sale of other assets (505) (457)
Net decrease (increase) in receivables, inventory and prepayments 2,911 (7,295)
Net increase (decrease) in payables, accrued interest, accrued taxes
and other accrued liabilities (14,440) 795
Other (354) 2,341
----------------------
Net cash flows from operating activities 63,667 63,237
----------------------
Cash flows from investing activities:
Property, plant and equipment additions, including allowance
for funds used during construction of $1,064 and $1,333 (93,197) (80,491)
Acquisitions of water and wastewater systems, net (2,211) (65,889)
Proceeds from the sale of other assets 508 1,252
Additions to funds restricted for construction activity (72,156) --
Release of funds previously restricted for construction activity 18,708 5,056
Other (80) (374)
----------------------
Net cash flows used in investing activities (148,428) (140,446)
----------------------
Cash flows from financing activities:
Customers' advances and contributions in aid of construction 6,024 7,095
Repayments of customers' advances (1,780) (1,646)
Net proceeds (repayments) of short-term debt 34,727 34,008
Proceeds from long-term debt 100,619 94,694
Repayments of long-term debt (47,657) (39,038)
Proceeds from issuing common stock 10,382 6,047
Repurchase of common stock (424) (37)
Dividends paid on common stock (24,881) (22,265)
----------------------
Net cash flows from financing activities 77,010 78,858
----------------------
Net increase (decrease) in cash and cash equivalents (7,751) 1,649
Cash and cash equivalents at beginning of period 13,116 10,757
----------------------
Cash and cash equivalents at end of period $ 5,365 $ 12,406
======================
See notes to consolidated financial statements
beginning on page 7 of this report.
6
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts)
(UNAUDITED)
Note 1 Basis of Presentation
---------------------
The accompanying consolidated balance sheet and statement of
capitalization of Aqua America, Inc. at June 30, 2005, the
consolidated statements of income and comprehensive income for
the six months and quarter ended June 30, 2005 and 2004, the
consolidated statements of cash flow for the six months ended
June 30, 2005 and 2004, and the consolidated statement of
common stockholders' equity for the six months ended June 30,
2005, are unaudited, but reflect all adjustments, consisting
of only normal recurring accruals, which are, in the opinion
of management, necessary to present fairly the consolidated
financial position, the changes in common stockholders'
equity, the consolidated results of operations, and the
consolidated cash flow for the periods presented. Because they
cover interim periods, the statements and related notes to the
financial statements do not include all disclosures and notes
normally provided in annual financial statements and,
therefore, should be read in conjunction with the Aqua America
Annual Report on Form 10-K for the year ended December 31,
2004 and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2005. The results of operations for interim
periods may not be indicative of the results that may be
expected for the entire year. Certain prior year amounts have
been reclassified to conform with current year's presentation.
Note 2 Stockholders' Equity
--------------------
On August 2, 2005, Aqua America's Board of Directors declared
a four-for-three common stock split effected in the form of a
33.3% stock distribution for shareholders of record on
November 17, 2005. The new shares will be distributed on
December 1, 2005. Aqua America's par value of $0.50 per share
will not change as a result of the common stock distribution,
and as a result, on the distribution date an amount will be
transferred from Capital in Excess of Par Value to Common
Stock to record the common stock split. Except where noted,
the share and per share data contained in this Quarterly
Report on Form 10-Q have not been restated to give effect to
this stock split. The following table shows the pro forma
effect on the Company's historical net income per share:
Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- ---------------------------
2005 2004 2005 2004
---------------------------- ---------------------------
Pre-split net income per common share,
as reported:
Basic $ 0.43 $ 0.36 $ 0.23 $ 0.19
Diluted 0.42 0.36 0.23 0.19
Pro forma post-split net income
per common share:
Basic $ 0.32 $ 0.27 $ 0.17 $ 0.14
Diluted 0.32 0.27 0.17 0.14
Aqua America reports other comprehensive income in accordance
with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." The following table
summarizes the activity of accumulated other comprehensive
income (loss):
2005 2004
----------------------
Balance at January 1, $(1,742) $ 171
Unrealized holding gain arising during the period,
net of tax of $32 in 2004 - 59
Less: reclassification adjustment for gains included in
net income, net of tax of $173 in 2004 - (230)
----------------------
Other comprehensive income (loss), net of tax - (171)
----------------------
Balance at June 30, $(1,742) $ -
======================
7
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
Note 3 Long-term Debt and Loans Payable
--------------------------------
In February 2005, Aqua America issued $30,000 of unsecured
notes of which $18,000 are due in 2015 with an interest rate
of 5.01% and $12,000 are due in 2020 with an interest rate of
5.20%. The proceeds of this financing were used to refinance
existing short-term debt.
In May 2005, the Company's Pennsylvania operating subsidiary
issued $72,000 of tax-exempt bonds secured by a supplement to
the trust indenture relating to its First Mortgage Bonds on
the following terms: $22,000 at 4.87% due in 2036, $25,000 at
4.88% due in 2037 and $25,000 at 4.89% due in 2038. Of the
$72,000 in proceeds, $22,000 will be used to retire previously
issued tax-exempt bonds in August 2005 and the balance of the
proceeds are restricted to funding the costs of certain
capital projects in 2005 and 2006.
Note 4 Net Income per Common Share
---------------------------
Basic net income per common share is based on the weighted
average number of common shares outstanding. Diluted net
income per common share is based on the weighted average
number of common shares outstanding and potentially dilutive
shares. The dilutive effect of employee stock options is
included in the computation of diluted net income per common
share. The following table summarizes the shares, in
thousands, used in computing basic and diluted net income per
common share:
Six Months Ended Three Months Ended
June 30, June 30,
-------------------------- --------------------------
2005 2004 2005 2004
-------------------------- --------------------------
Average common shares outstanding during
the period for basic computation 95,701 92,793 95,889 92,899
Dilutive effect of employee stock options 1,210 1,035 1,234 949
-------------------------- --------------------------
Average common shares outstanding during
the period for diluted computation 96,911 93,828 97,123 93,848
========================== ==========================
For the quarter and six months ended June 30, 2005, there were
no outstanding employee stock options excluded from the
calculation of diluted net income per share as the average
market price of the Company's common stock was greater than
the options' exercise price. For the quarter and six months
ended June 30, 2004, outstanding employee stock options to
purchase 581,900 shares of common stock were excluded from the
calculation of diluted net income per share as the options'
exercise price was greater than the average market price of
the Company's common stock during this period.
8
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
Note 5 Stock-Based Compensation
Aqua America currently accounts for stock-based compensation
using the intrinsic value method in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees."
Accordingly, no compensation expense related to granting of
stock options has been recognized in the financial statements
for stock options that have been granted, as the grant price
is equal to the market price on the date of grant. Please
refer to Note 8 - Recent Accounting Pronouncements for
information concerning changes to Aqua America's accounting
for stock-based compensation. Pursuant to the current
disclosure requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation," as amended by SFAS No. 148, pro
forma net income and earnings per share are presented in the
following table as if compensation cost for stock-based
employee compensation was determined as of the grant date
under the fair value method:
Six Months Ended Three Months Ended
June 30, June 30,
------------------------- -------------------------
2005 2004 2005 2004
------------------------- -------------------------
Net income, as reported: $ 41,089 $ 33,446 $ 22,218 $ 17,871
Add: stock-based employee compensation
expense included in reported net income,
net of tax 209 168 151 136
Less: pro forma expense related to stock
options granted, net of tax effects (1,099) (1,082) (596) (593)
------------------------- -------------------------
Pro forma $ 40,199 $ 32,532 $ 21,773 $ 17,414
========================= =========================
Basic net income per share:
As reported $ 0.43 $ 0.36 $ 0.23 $ 0.19
Pro forma 0.42 0.35 0.23 0.19
Diluted net income per share:
As reported $ 0.42 $ 0.36 $ 0.23 $ 0.19
Pro forma 0.41 0.35 0.22 0.19
The fair value of options at the date of grant was estimated
using the Black-Scholes option-pricing model.
9
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
Note 6 Pension Plans and Other Postretirement Benefits
------------------------------------------------
The Company maintains a qualified, defined benefit plan,
nonqualified pension plans and other postretirement benefit
plans for certain of its employees. The net periodic benefit
cost is based on estimated values provided by independent
actuaries. The following tables provide the components of net
periodic benefit costs:
Pension Benefits
---------------------------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
-------------------------- ----------------------------
2005 2004 2005 2004
-------------------------- ----------------------------
Service cost $ 2,424 $ 2,156 $ 1,164 $ 1,078
Interest cost 4,903 4,756 2,420 2,378
Expected return on plan assets (4,768) (4,585) (2,383) (2,293)
Amortization of transition
obligation (asset) (105) (105) (52) (53)
Amortization of prior service cost 202 210 102 105
Amortization of actuarial loss 803 505 380 253
Capitalized costs (911) (524) (482) (287)
-------------------------- ----------------------------
Net periodic benefit cost $ 2,548 $ 2,413 $ 1,149 $ 1,181
========================== ============================
Other
Postretirement Benefits
---------------------------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
-------------------------- ----------------------------
2005 2004 2005 2004
-------------------------- ----------------------------
Service cost $ 612 $ 556 $ 282 $ 278
Interest cost 941 913 458 457
Expected return on plan assets (631) (544) (318) (272)
Amortization of transition
obligation (asset) 402 402 202 201
Amortization of prior service cost (29) (29) (14) (15)
Amortization of actuarial loss 110 63 55 32
Amortization of regulatory asset 76 68 38 34
Capitalized costs (368) (321) (195) (172)
-------------------------- ----------------------------
Net periodic benefit cost $ 1,113 $ 1,108 $ 508 $ 543
========================== ============================
The Company expects to contribute $878 to its defined benefit
pension plan during 2005 and intends to fund its estimated
2005 contribution of $6,400 in 2006. In addition, the Company
expects to contribute approximately $2,868 for the funding of
its other postretirement benefits.
10
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
Note 7 Water and Wastewater Rates
--------------------------
In April 2005, the Company's operating subsidiaries in
Illinois and North Carolina's Heater division were granted
rate increases designed to increase total revenue on an annual
basis by approximately $1,287 and $1,489, respectively. In
June 2005, the Company's wastewater subsidiary in Pennsylvania
was granted rate increases for three separate systems designed
to increase total revenue on an annual basis by approximately
$125.
In May 2004, the Company's operating subsidiary in Texas filed
an application with the Texas Commission on Environmental
Quality to increase rates by $11,920 over a multi-year period.
The application seeks to increase annual revenues in phases
and is accompanied by a plan to defer and amortize a portion
of the Company's depreciation, operating and other tax expense
over a similar multi-year period, such that the annual impact
on operating income approximates the requested amount. The
application is currently pending before the Commission, and
several parties have joined the proceeding to challenge our
rate request. The Company commenced billing for the requested
rates and implemented the deferral plan in August 2004, in
accordance with authorization from the Texas Commission on
Environmental Quality in July 2004. The revenue recognized and
the expenses deferred by the Company reflect an estimate of
the final outcome of the ruling. As of June 30, 2005, the
Company has deferred $7,403 of expenses and recognized $2,475
of revenue that is subject to refund based on the outcome of
the final commission order. In the event the Company's request
is denied completely or in part, it could be required to
refund some or all of the revenue billed to date, and
write-off some or all of the regulatory asset for the expense
deferral. Based on the Company's review of the present
circumstances, no additional reserve or change in estimate
adjustments are required for the revenue recognized to date or
for the impairment of its regulatory asset.
Note 8 Recent Accounting Pronouncements
--------------------------------
In May 2005, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS")
No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statement No. 3."
SFAS No. 154 requires retrospective application to prior
periods' financial statements for changes in accounting
principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the
change. SFAS No. 154 also requires that retrospective
application of a change in accounting principle be limited to
the direct effects of the change. Indirect effects of a change
in accounting principle should be recognized in the period of
the accounting change. SFAS No. 154 further requires that a
change in depreciation, amortization or depletion method for
long-lived, nonfinancial assets be accounted for as a change
in accounting estimate effected by a change in accounting
principle. Aqua America intends to adopt this standard as
required in 2006.
11
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
In March 2005, the FASB issued FASB Interpretation No. 47,
"Accounting for Conditional Asset Retirement Obligations,"
which clarifies that an entity is required to recognize a
liability for the fair value of a conditional asset retirement
obligation if the fair value can be reasonably estimated. The
obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing
and (or) method of settlement. Aqua America intends to adopt
this standard as required in 2006. Aqua America is currently
evaluating the provisions of this statement and has not yet
determined the effect of adoption on its results of operations
or financial position.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based
Payment," which revises SFAS No. 123, "Accounting for
Stock-based Compensation," and supersedes APB No. 25,
"Accounting for Stock Issued to Employees." In April 2005, the
effective date for this standard was changed to require
adoption of the standard at the beginning of the next fiscal
year after June 15, 2005. As noted in Note 5 - Stock-based
Compensation, the Company currently provides pro forma
disclosure of its compensation costs associated with the fair
value of stock options that have been granted. The Company
currently accounts for stock-based compensation associated
with stock options using the intrinsic method, and
accordingly, no compensation costs have been recognized in its
consolidated financial statements. SFAS 123R generally
requires that the Company measure the cost of employee
services received in exchange for stock-based awards on the
grant-date fair value and this cost will be recognized over
the period during which an employee provides service in
exchange for the award. The fair value of the option grant
will be estimated using an option-pricing model. The Company
is currently evaluating this standard to determine the impact
on its consolidated financial statements, including the
selection of an appropriate option-pricing model as permitted
under SFAS No. 123R, and the method by which it will adopt
SFAS No. 123R. The impact of adoption of SFAS No. 123R on the
Company's earnings cannot be predicted at this time because it
will depend on a number of variables including the level of
share-based payments granted in the future. However, had the
Company adopted SFAS No. 123R in prior periods, the impact of
the standard would not have been materially different from the
impact of SFAS 123 as described in the disclosure of pro forma
net income and net income per share in Note 5 - Stock-based
Compensation. The Company believes the adoption will have no
impact on its overall financial position or cash flow, but
will result in the reclassification of related tax benefits
from operating cash flow to financing cash flow to the extent
these tax benefits exceed the associated compensation cost
recognized in the income statement. The Company is currently
evaluating the change in the cash flow reporting and has not
yet determined the effect of adoption on its cash flow
statement presentation.
In November 2004, the FASB approved Statement of Financial
Accounting Standards ("SFAS") No. 151, "Inventory Costs - An
Amendment of ARB No. 43, Chapter 4." SFAS No. 151 requires the
exclusion of certain costs from inventories and the allocation
of fixed production overheads to inventories to be based on
the normal capacity of the production facilities. The standard
is effective for the Company for costs incurred after December
31, 2005. The Company believes this statement will not have a
material impact on its results of operations or financial
position.
12
AQUA AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts) (continued)
(UNAUDITED)
In November 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29." SFAS
No. 153 eliminates the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general
exception for exchanges of nonmonetary assets that do not have
commercial substance. SFAS No. 153 specifies that a
nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly
as a result of the exchange. SFAS No. 153 is effective for
fiscal periods beginning after June 15, 2005. The Company
believes this statement will not have a material impact on its
results of operations or financial position.
On October 22, 2004, the American Jobs Creation Act ("AJCA")
was signed into law. Among other provisions, the AJCA creates
a new deduction for qualified domestic production activities.
Certain activities of the Company, such as its water treatment
activity, are considered as qualifying production activities
for purposes of determining the deduction for qualified
production activities. In December 2004, the FASB issued FSP
109-1, "Application of FASB Statement No. 109, Accounting for
Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of
2004." In accordance with FSP 109-1, the Company will treat
the deduction for qualified domestic production activities as
a reduction of the income tax provision in the period as
realized. The Company adopted this statement in the first
quarter of 2005 and the effect was to reduce the provision for
income taxes by approximately $680 in the first six months of
2005 with approximately $340 of the reduction occurring in the
second quarter of 2005.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Forward-looking Statements
--------------------------
This Management's Discussion and Analysis of Financial Condition and Results
of Operations and other sections of this Quarterly Report contain, in addition
to historical information, forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements address, among other things: our use of cash; projected capital
expenditures; liquidity; possible acquisitions and other growth ventures; the
completion of various construction projects; the projected annual value of
rate increases; the projected effects of recent accounting pronouncements, as
well as information contained elsewhere in this report where statements are
preceded by, followed by or include the words "believes," "expects,"
"anticipates," "plans" or similar expressions. These statements are based on a
number of assumptions concerning future events, and are subject to a number of
uncertainties and other factors, many of which are outside our control. Actual
results may differ materially from such statements for a number of reasons,
including the effects of regulation, abnormal weather, changes in capital
requirements and funding, acquisitions, and our ability to assimilate acquired
operations. In addition to these uncertainties or factors, our future results
may be affected by the factors and risk factors set forth in our annual report
on Form 10-K for the fiscal year ended December 31, 2004. We undertake no
obligation to update or revise forward-looking statements, whether as a result
of new information, future events or otherwise.
General Information
-------------------
Nature of Operations - Aqua America, Inc. ("we" or "us"), a Pennsylvania
corporation, is the holding company for regulated utilities providing water or
wastewater services to what we estimate to be more than 2.5 million people in
Pennsylvania, Ohio, North Carolina, Illinois, Texas, New Jersey, Florida,
Indiana, Virginia, Maine, Missouri, New York and South Carolina. Our largest
operating subsidiary, Aqua Pennsylvania, Inc., provides water or wastewater
services to approximately 1.3 million residents in the suburban areas north and
west of the City of Philadelphia and in 21 other counties in Pennsylvania. Our
other subsidiaries provide similar services in 12 other states. In addition, we
provide water and wastewater service through operating and maintenance contracts
with municipal authorities and other parties close to our operating companies'
service territories. We are the largest U.S.-based publicly-traded water utility
based on number of people served.
14
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Financial Condition
-------------------
During the first half of 2005, we had $93,197 of capital expenditures, acquired
water and wastewater systems for $2,211, repaid $1,780 of customer advances for
construction and repaid debt and made sinking fund contributions and other loan
repayments of $47,657. The capital expenditures were related to improvements to
treatment plants, new and rehabilitated water mains, tanks, hydrants, and
service lines, in addition to well and booster improvements.
During the first half of 2005, the proceeds from the issuance of long-term debt,
the proceeds from the issuance of common stock, internally generated funds and
available working capital were used to fund the cash requirements discussed
above and to pay dividends. In February 2005, Aqua America issued unsecured
notes of $30,000 at a weighted-average interest rate of 5.086% and the proceeds
of this financing were used to refinance existing short-term debt. In May 2005,
our Pennsylvania operating subsidiary issued $72,000 tax-exempt bonds secured by
a supplement to the trust indenture relating to its First Mortgage Bonds at a
weighted-average interest rate of 4.88% due in years ranging from 2036 to 2038.
Of the $72,000 in proceeds, $22,000 will be used to retire previously issued
tax-exempt bonds of 6.35% in August 2005 and the balance of the proceeds are
restricted to fund the costs of certain capital projects in 2005 and 2006. At
June 30, 2005, we had short-term lines of credit of $217,000, of which $103,310
was available. Effective with the December 1, 2005 payment, Aqua America
increased the quarterly cash dividend on common stock from $0.13 per share to
$0.1425 per share.
Management believes that internally generated funds along with existing credit
facilities and the proceeds from the issuance of long-term debt and common stock
will be adequate to meet our financing requirements for the balance of the year
and beyond.
Results of Operations
---------------------
Analysis of First Six Months of 2005 Compared to First Six Months of 2004
-------------------------------------------------------------------------
Revenues for the first six months increased $30,796 or 14.9% primarily due to
additional revenues of $17,433 resulting from increased water rates implemented
in various operating subsidiaries, and additional water and sewer revenues of
$11,876 associated with a larger customer base, primarily resulting from
acquisitions, principally the Heater acquisition which closed in June 2004 and
the Florida Water acquisition which occurred in June 2004.
Operations and maintenance expenses increased by $11,886 or 13.8% primarily due
to the additional operating costs associated with acquisitions, principally the
Heater and Florida Water acquisitions, increased pension costs, higher purchased
water expenses and normal increases in operating costs.
15
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Depreciation expense increased $2,132 or 7.8% reflecting the utility plant
placed in service since the second quarter of 2004, including the assets
acquired through system acquisitions, offset partially by an adjustment in the
second quarter of 2005 resulting from the recent identification of a previously
issued rate order that permitted the deferral of $520 of depreciation expense.
This depreciation expense was recognized in prior periods.
Amortization increased $536 due to the amortization of the costs associated
with, and other costs being recovered in, various rate filings.
Taxes other than income taxes increased by $1,795 or 12.9% due to the additional
taxes associated with acquired operations.
Interest expense increased by $2,098 or 9.0% primarily due to additional
borrowings to finance the Heater and Florida Water acquisitions, and capital
projects, offset partially by decreased interest rates on borrowings due to the
refinancing of certain existing debt issues.
Allowance for funds used during construction ("AFUDC") decreased by $269
primarily due to investment income of $762 earned in the second quarter of 2005
which reduced both AFUDC and interest expense, and a decrease in the average
balance of utility plant construction work in progress, to which AFUDC is
applied. These variances were offset partially by additional AFUDC recorded as
an adjustment in the second quarter of 2005 of $974 resulting from the recent
identification of a previously issued rate order which allowed the continuation
of AFUDC on certain capital projects subsequent to being placed into utility
service. This AFUDC was not recognized in prior periods.
Gain on sale of other assets totaled $505 in the first half of 2005 and $476 in
the first half of 2004. The change is due to timing of sales of land and
marketable securities.
Our effective income tax rate was 39.2% in the first half of 2005 and 39.7% in
the first half of 2004. The change was due to the recognition of the American
Jobs Creation Act tax deduction for qualified domestic production activities
that reduced our tax provision in the first half of 2005 by approximately $680.
Net income for the first six months increased by $7,643 or 22.9%, in comparison
to the same period in 2004 primarily as a result of the factors described above.
On a diluted per share basis, earnings increased $0.06 or 16.7% reflecting the
change in net income and a 3.3% increase in the average number of common shares
outstanding. The increase in the number of shares outstanding is primarily a
result of the additional shares issued in the November 2004 share offering, and
the additional shares sold or issued through the dividend reinvestment plan and
the employee stock and incentive plan.
16
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Analysis of Second Quarter of 2005 Compared to Second Quarter of 2004
---------------------------------------------------------------------
Revenues for the quarter increased $16,576 or 15.6% primarily due to additional
revenues of $9,103 resulting from increased water rates implemented in various
operating subsidiaries, and additional water and sewer revenues of $5,589
associated with a larger customer base primarily resulting from acquisitions,
principally the Heater acquisition which closed in June 2004 and the Florida
Water acquisition which occurred in June 2004.
Operations and maintenance expenses increased by $6,408 or 14.4% primarily due
to the additional operating costs associated with acquisitions, principally the
Heater and Florida Water acquisitions, increased pension costs, higher purchased
water expenses and normal increases in operating costs.
Depreciation expense increased $1,123 or 8.3% reflecting the utility plant
placed in service since the second quarter of 2004, including the assets
acquired through system acquisitions, offset partially by an adjustment in the
second quarter of 2005 resulting from the recent identification of a previously
issued rate order that permitted the deferral of $520 of depreciation expense.
This depreciation expense was recognized in prior periods.
Amortization decreased $22 or 1.8% due to the amortization of the costs
associated with, and other costs being recovered in, various rate filings.
Taxes other than income taxes increased by $947 or 13.9% due to the additional
taxes associated with acquired operations.
Interest expense increased by $1,105 or 9.7% primarily due to additional
borrowings to finance the Heater and Florida Water acquisitions, and capital
projects, offset partially by decreased interest rates on borrowings due to the
refinancing of certain existing debt issues.
Allowance for funds used during construction ("AFUDC") decreased by $24
primarily due to investment income of $762 earned in the second quarter of 2005
which reduced both AFUDC and interest expense, and a decrease in the average
balance of utility plant construction work in progress, to which AFUDC is
applied. These variances were partially offset by additional AFUDC recorded as
an adjustment in the second quarter of 2005 of $974 resulting from the recent
identification of a previously issued a rate order which allowed the
continuation of AFUDC on certain capital projects subsequent to being placed
into utility service. This AFUDC was not recognized in prior periods.
Gain on sale of other assets totaled $24 in the second quarter of 2005 and $26
in the second quarter of 2004. The change is due to the timing of sales of land.
Our effective income tax rate was 39.6% in the second quarter of 2005 and 40.0%
in the second quarter of 2004. The change was due to the recognition of the
American Jobs Creation Act tax deduction for qualified domestic production
activities that reduced our tax provision in the second quarter of 2005 by
approximately $340.
17
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
Net income for the quarter increased by $4,347 or 24.3%, in comparison to the
same period in 2004 primarily as a result of the factors described above. On a
diluted per share basis, earnings increased $0.04 or 21.1% reflecting the change
in net income and a 3.5% increase in the average number of common shares
outstanding. The increase in the number of shares outstanding is primarily a
result of the additional shares issued in the November 2004 share offering, and
the additional shares sold or issued through the dividend reinvestment plan and
the employee stock and incentive plan.
Impact of Recent Accounting Pronouncements
------------------------------------------
In May 2005, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 154, "Accounting Changes and
Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No.
3." SFAS No. 154 requires retrospective application to prior periods' financial
statements for changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. SFAS No. 154 also requires that retrospective application of a change in
accounting principle be limited to the direct effects of the change. Indirect
effects of a change in accounting principle should be recognized in the period
of the accounting change. SFAS No. 154 further requires that a change in
depreciation, amortization or depletion method for long-lived, nonfinancial
assets be accounted for as a change in accounting estimate effected by a change
in accounting principle. Aqua America intends to adopt this standard as required
in 2006.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations," which clarifies that an entity is
required to recognize a liability for the fair value of a conditional asset
retirement obligation if the fair value can be reasonably estimated. The
obligation to perform the asset retirement activity is unconditional even though
uncertainty exists about the timing and (or) method of settlement. We intend to
adopt this standard as required in 2006. We are currently evaluating the
provisions of this statement and have not yet determined the effect of adoption
on our results of operations or financial position.
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment," which
revises SFAS No. 123, "Accounting for Stock-based Compensation," and supersedes
APB No. 25, "Accounting for Stock Issued to Employees." In April 2005, the
effective date for this standard was changed to require adoption of the standard
at the beginning of the next fiscal year after June 15, 2005. As noted in Note 5
- - Stock-based Compensation, we currently provide pro forma disclosure of our
compensation costs associated with the fair value of stock options that have
been granted. We currently account for stock-based compensation associated with
stock options using the intrinsic method, and accordingly, no compensation costs
have been recognized in our consolidated financial statements. SFAS 123R
generally requires that we measure the cost of employee services received in
exchange for stock-based awards on the grant-date fair value and this cost will
be recognized over the period during which an employee provides service in
exchange for the award. The fair value of the option grant will be estimated
using an option-pricing model. We are currently evaluating this standard to
determine the impact on our consolidated financial statements, including the
selection of an appropriate option-pricing model as permitted under SFAS No.
123R, and the method by which we will adopt SFAS No. 123R. The impact of
adoption of SFAS No. 123R on our earnings cannot be predicted at this time
because it will depend on a number of variables including the level of
share-based payments granted in the future. However, had we adopted SFAS No.
123R in prior periods, the impact of the standard would not have been materially
different from the impact of SFAS 123 as described in the disclosure of pro
forma net income and net income per share in Note 5 - Stock-based Compensation.
We believe the adoption will have no impact on our overall financial position or
cash flow, but will result in the reclassification of related tax benefits from
operating cash flow to financing cash flow to the extent these tax benefits
exceed the associated compensation cost recognized in the income statement. We
are currently evaluating the change in the cash flow reporting and have not yet
determined the effect of adoption on our cash flow statement presentation.
18
AQUA AMERICA, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
(In thousands of dollars, except per share amounts)
In November 2004, the FASB approved Statement of Financial Accounting Standards
("SFAS") No. 151, "Inventory Costs - An Amendment of ARB No. 43, Chapter 4."
SFAS No. 151 requires the exclusion of certain costs from inventories and the
allocation of fixed production overheads to inventories to be based on the
normal capacity of the production facilities. The standard is effective for Aqua
America for costs incurred after December 31, 2005. We believe this statement
will not have a material impact on our results of operations or financial
position.
In November 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - An Amendment of APB Opinion No. 29." SFAS No. 153 eliminates the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is effective for
fiscal periods beginning after June 15, 2005. We believe this statement will not
have a material impact on our results of operations or financial position.
On October 22, 2004, the American Jobs Creation Act ("AJCA") was signed into
law. Among other provisions, the AJCA creates a new deduction for qualified
domestic production activities. Certain of our activities, such as our water
treatment activity, are considered as qualifying production activities for
purposes of determining the deduction for qualified production activities. In
December 2004, the FASB issued FSP 109-1, "Application of FASB Statement No.
109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of 2004." In accordance
with FSP 109-1, we will treat the deduction for qualified domestic production
activities as a reduction of the income tax provision in the period as realized.
We adopted this statement in the first quarter of 2005 and the effect was to
reduce the provision for income taxes by approximately $680 in the first six
months of 2005 with approximately $340 of the reduction occurring in the second
quarter of 2005.
19
AQUA AMERICA, INC. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risks in the normal course of
business, including changes in interest rates and equity
prices. There have been no significant changes in our exposure
to market risks since December 31, 2004. Refer to Item 7A of
the Company's Annual Report on Form 10-K for the year ended
December 31, 2004 for additional information.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, evaluated
the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our
disclosure controls and procedures as of the end of the
period covered by this report are functioning effectively
to provide reasonable assurance that the information
required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods
specified in the SEC's rules and forms and (ii)
accumulated and communicated to our management, including
the Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding
disclosure.
(b) Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting
occurred during our most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
There are no pending legal proceedings to which we or any of
our subsidiaries is a party or to which any of their
properties is the subject that are material or are expected to
have a material effect on our financial position, results of
operations or cash flows.
20
AQUA AMERICA, INC. AND SUBSIDIARIES
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes Aqua America's purchases of its
common stock for the quarter ended June 30, 2005:
Issuer Purchases of Equity Securities
Total Maximum
Number of Number of
Shares Shares
Purchased that May
as Part of Yet be
Total Publicly Purchased
Number Average Announced Under the
of Shares Price Paid Plans or Plan or
Period Purchased (1) per Share Programs Programs (2)
----------------- ------------ --------------- ------------------
April 1 - 30, 2005 4,105 $ 26.24 - 411,209
May 1 - 31, 2005 3,896 $ 27.51 - 411,209
June 1 - 30, 2005 2,894 $ 29.56 - 411,209
----------------- ------------ --------------- ------------------
Total 10,895 $ 27.58 - 411,209
================= ============ =============== ==================
(1) These amounts consist of shares we purchased from our employees who
elected to pay the exercise price of their stock options (and then hold
shares of the stock) upon exercise by delivering to us (and, thus,
selling) shares of Aqua America common stock in accordance with the terms
of our equity compensation plans that were previously approved by our
shareholders and disclosed in our proxy statements. This feature of our
equity compensation plan is available to all employees who receive option
grants under the plan. We purchased these shares at their fair market
value, as determined by reference to the closing price of our common stock
on the day prior to the option exercise.
(2) On August 5, 1997, our Board of Directors authorized a common stock
repurchase program that was publicly announced on August 7, 1997, for up
to 870,282 shares. No repurchases have been made under this program since
2000. The program has no fixed expiration date. The number of shares
authorized for purchase was adjusted as a result of the stock splits
effected in the form of stock distributions since the authorization date.
21
AQUA AMERICA, INC. AND SUBSIDIARIES
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Annual Meeting of Shareholders of Aqua America, Inc. was
held on May 19, 2005 at the Springfield Country Club, 400 West
Sproul Road, Springfield, Pennsylvania, pursuant to the Notice
sent on or about April 11, 2005 to all shareholders of record
at the close of business on March 28, 2005. At that meeting
the following nominees were elected as directors of Aqua
America, Inc. for terms expiring in the year 2008 and received
the votes set forth after their names below:
Name of Nominee For Withheld
--------------- --- --------
Mary C. Carroll 78,022,229 1,357,978
Dr. Constantine Papadakis 78,527,787 852,420
Since the Board of Directors is divided into three classes
with one class elected each year to hold office for a
three-year term, the term of office for the following
directors continued after the Annual Meeting: Nicholas
DeBenedictis; Richard H. Glanton, Esq.; William P. Hankowsky;
John F. McCaughan; John E. Menario; and Richard L. Smoot. Mr.
Menario and Mr. McCaughan will reach the Company's mandatory
retirement age for directors of 70 in 2005 and will serve
until the end of 2005.
Item 6. Exhibits
(a) Exhibits
Exhibit No. Description
4.29 Thirty-ninth Supplemental Indenture, dated as
of May 1, 2005.
10.36 Bond Purchase Agreement among the Delaware
County Industrial Development Authority, Aqua
Pennsylvania, Inc., and Sovereign Securities
Corporation, LLC, dated May 10, 2005.
31.1 Certification of Chief Executive Officer,
pursuant to Rule 13a-14(a) under the
Securities and Exchange Act of 1934.
31.2 Certification of Chief Financial Officer,
pursuant to Rule 13a-14(a) under the
Securities and Exchange Act of 1934.
32.1 Certification of Chief Executive Officer,
pursuant 18 U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be executed on its behalf by the
undersigned thereunto duly authorized.
August 4, 2005
AQUA AMERICA, INC.
------------------
Registrant
NICHOLAS DEBENEDICTIS
--------------------------------
Nicholas DeBenedictis
Chairman, President and
Chief Executive Officer
DAVID P. SMELTZER
--------------------------------
David P. Smeltzer
Senior Vice President - Finance
and Chief Financial Officer