Annual Statements Open main menu

Essential Utilities, Inc. - Quarter Report: 2014 March (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC  20549

FORM 10-Q

(Mark One) 

 QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. 

For the quarterly period ended March 31, 2014 

 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)

 

 

(610) 527-8000

(Registrant’s telephone number, including area code)

 

(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    No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12(b)-2 of the Exchange Act.:   

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer    (do not check if a  smaller reporting company)

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   No  

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of  

April 23,  2014:  177,060,756

  

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES

 

 

TABLE OF CONTENTS

 

 

 

 

Page

Part I – Financial Information 

 

 

Item 1.  Financial Statements: 

 

 

 

Consolidated Balance Sheets (unaudited) – March 31, 2014 and December 31, 2013 

2

 

 

Consolidated Statements of Net Income (unaudited) -
Three Months Ended March 31, 2014 and 2013
 

3

 

 

Consolidated Statements of Comprehensive Income (unaudited) –
Three Months Ended March 31, 2014 and 2013
 

4

 

 

Consolidated Statements of Capitalization (unaudited) –
March 31, 2014 and December 31, 2013
 

5

 

 

Consolidated Statement of Equity (unaudited) –
Three Months Ended March 31, 2014
 

6

 

 

Consolidated Statements of Cash Flow (unaudited) –
Three Months Ended March 31, 2014 and 2013
 

7

 

 

Notes to Consolidated Financial Statements (unaudited) 

8

 

 

Item 2.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations
 

26

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk 

32

 

 

Item 4.  Controls and Procedures 

32

 

Part II – Other Information 

 

 

Item 1.  Legal Proceedings 

32

 

 

Item 1A.  Risk Factors 

34

 

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds 

35

 

 

Item 6.  Exhibits 

36

 

 

Signatures 

37

 

 

Exhibit Index 

38

 

 

 

1

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

CONSOLIDATED BALANCE SHEETS 

(In thousands of dollars, except per share amounts) 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

Assets

 

2014

 

2013

Property, plant and equipment, at cost

 

$

5,397,141 

 

$

5,348,195 

Less: accumulated depreciation

 

 

1,237,686 

 

 

1,211,806 

Net property, plant and equipment

 

 

4,159,455 

 

 

4,136,389 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

17,508 

 

 

5,058 

Accounts receivable and unbilled revenues, net

 

 

89,892 

 

 

94,704 

Income tax receivable

 

 

1,211 

 

 

7,873 

Deferred income taxes

 

 

49,846 

 

 

40,038 

Inventory, materials and supplies

 

 

11,794 

 

 

11,353 

Prepayments and other current assets

 

 

11,129 

 

 

11,081 

Assets of discontinued operations held for sale

 

 

32,250 

 

 

32,926 

Total current assets

 

 

213,630 

 

 

203,033 

 

 

 

 

 

 

 

Regulatory assets

 

 

599,717 

 

 

585,140 

Deferred charges and other assets, net

 

 

51,253 

 

 

50,290 

Investment in joint venture

 

 

47,666 

 

 

48,695 

Funds restricted for construction activity

 

 

47 

 

 

47 

Goodwill

 

 

27,999 

 

 

28,223 

Total assets

 

$

5,099,767 

 

$

5,051,817 

Liabilities and Equity

 

 

 

 

 

 

Aqua America stockholders' equity:

 

 

 

 

 

 

Common stock at $.50 par value, authorized 300,000,000 shares, issued 178,316,578 and 177,928,922 as of March 31, 2014 and December 31, 2013

 

$

89,158 

 

$

88,964 

Capital in excess of par value

 

 

748,080 

 

 

743,335 

Retained earnings

 

 

745,161 

 

 

729,272 

Treasury stock, at cost, 1,258,279 and 1,178,323 shares in March 31, 2014 and December 31, 2013

 

 

(29,055)

 

 

(27,082)

Accumulated other comprehensive income

 

 

667 

 

 

346 

Total Aqua America stockholders' equity

 

 

1,554,011 

 

 

1,534,835 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

223 

 

 

208 

 

 

 

 

 

 

 

Total equity

 

 

1,554,234 

 

 

1,535,043 

 

 

 

 

 

 

 

Long-term debt, excluding current portion

 

 

1,498,040 

 

 

1,468,583 

Commitments and contingencies (See Note 13)

 

 

 -

 

 

 -

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

 

97,789 

 

 

86,288 

Loans payable

 

 

27,913 

 

 

36,740 

Accounts payable

 

 

31,547 

 

 

65,815 

Accrued interest

 

 

21,175 

 

 

13,615 

Accrued taxes

 

 

13,362 

 

 

14,176 

Other accrued liabilities

 

 

30,419 

 

 

33,596 

Liabilities of discontinued operations held for sale

 

 

29,037 

 

 

29,649 

Total current liabilities

 

 

251,242 

 

 

279,879 

 

 

 

 

 

 

 

Deferred credits and other liabilities:

 

 

 

 

 

 

Deferred income taxes and investment tax credits

 

 

901,391 

 

 

866,211 

Customers' advances for construction

 

 

73,728 

 

 

73,892 

Regulatory liabilities

 

 

278,283 

 

 

281,014 

Other

 

 

75,230 

 

 

81,552 

Total deferred credits and other liabilities

 

 

1,328,632 

 

 

1,302,669 

 

 

 

 

 

 

 

Contributions in aid of construction

 

 

467,619 

 

 

465,643 

Total liabilities and equity

 

$

5,099,767 

 

$

5,051,817 

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

 

  

2

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

CONSOLIDATED STATEMENTS OF NET INCOME

(In thousands, except per share amounts)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

Operating revenues

 

$

182,672 

 

$

178,552 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Operations and maintenance

 

 

71,686 

 

 

67,794 

Depreciation

 

 

30,981 

 

 

29,045 

Amortization

 

 

1,133 

 

 

1,377 

Taxes other than income taxes

 

 

12,102 

 

 

13,398 

Total operating expenses

 

 

115,902 

 

 

111,614 

 

 

 

 

 

 

 

Operating income

 

 

66,770 

 

 

66,938 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

Interest expense, net

 

 

19,310 

 

 

19,275 

Allowance for funds used during construction

 

 

(1,167)

 

 

(552)

Loss (gain) on sale of other assets

 

 

348 

 

 

(92)

Equity loss in joint venture

 

 

686 

 

 

656 

Income from continuing operations before income taxes

 

 

47,593 

 

 

47,651 

Provision for income taxes

 

 

5,192 

 

 

6,787 

Income from continuing operations

 

 

42,401 

 

 

40,864 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

Income from discontinued operations before income taxes

 

 

772 

 

 

8,925 

Provision for income taxes

 

 

314 

 

 

3,224 

Income from discontinued operations

 

 

458 

 

 

5,701 

Net income attributable to common shareholders

 

$

42,859 

 

$

46,565 

 

 

 

 

 

 

 

Income from continuing operations per share:

 

 

 

 

 

 

Basic

 

$

0.24 

 

$

0.23 

Diluted

 

$

0.24 

 

$

0.23 

 

 

 

 

 

 

 

Income from discontinued operations per share:

 

 

 

 

 

 

Basic

 

$

0.00 

 

$

0.03 

Diluted

 

$

0.00 

 

$

0.03 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

Basic

 

$

0.24 

 

$

0.27 

Diluted

 

$

0.24 

 

$

0.26 

 

 

 

 

 

 

 

Average common shares outstanding during the period:

 

 

 

 

 

 

Basic

 

 

176,839 

 

 

175,415 

Diluted

 

 

177,810 

 

 

176,499 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.152 

 

$

0.140 

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

 

 

 

 

 

 

 

 

 

3

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

  

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(In thousands of dollars) 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

42,859 

 

$

46,565 

Other comprehensive income, net of tax:

 

 

 

 

 

 

Unrealized holding gain (loss) on investments, net of tax of $38 and $(5) for the three months ended, March 31, respectively

 

 

72 

 

 

(9)

Reclassification adjustment for loss reported in net income, net of tax benefit of $(134) for the three months ended, March 31, 2014 (1)

 

 

249 

 

 

 -

Comprehensive income

 

$

43,180 

 

$

46,556 

 

 

 

 

 

 

 

(1) Amount of pre-tax loss of $383 reclassified from accumulated other comprehensive income to loss on sale of other assets on the consolidated statements of net income for the three months ended March 31, 2014.

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

  

 

 

 

4

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

CONSOLIDATED STATEMENTS OF CAPITALIZATION 

(In thousands of dollars, except per share amounts) 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

Aqua America stockholders' equity:

 

 

 

 

 

 

 

    Common stock, $.50 par value

 

 

$

89,158 

 

$

88,964 

    Capital in excess of par value

 

 

 

748,080 

 

 

743,335 

    Retained earnings

 

 

 

745,161 

 

 

729,272 

    Treasury stock, at cost

 

 

 

(29,055)

 

 

(27,082)

    Accumulated other comprehensive income

 

 

667 

 

 

346 

Total Aqua America stockholders' equity

 

 

 

1,554,011 

 

 

1,534,835 

 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

 

223 

 

 

208 

 

 

 

 

 

 

 

 

Total equity

 

 

 

1,554,234 

 

 

1,535,043 

 

 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

 

 

Long-term debt of subsidiaries (substantially secured by utility plant):

 

 

 

 

 

 

Interest Rate Range

Maturity Date Range

 

 

 

 

 

 

0.00% to  0.99%

2023 to 2033

 

 

6,093 

 

 

5,035 

1.00% to  1.99%

2014 to 2035

 

 

26,911 

 

 

28,615 

2.00% to  2.99%

2024 to 2031

 

 

15,890 

 

 

14,903 

3.00% to  3.99%

2016 to 2047

 

 

166,794 

 

 

167,365 

4.00% to  4.99%

2020 to 2048

 

 

444,574 

 

 

447,297 

5.00% to  5.99%

2015 to 2043

 

 

256,514 

 

 

284,362 

6.00% to  6.99%

2015 to 2036

 

 

64,929 

 

 

64,923 

7.00% to  7.99%

2022 to 2027

 

 

34,900 

 

 

35,056 

8.00% to  8.99%

2021 to 2025

 

 

19,192 

 

 

19,283 

9.00% to  9.99%

2018 to 2026

 

 

28,500 

 

 

28,500 

10.40%

2018

 

 

6,000 

 

 

6,000 

 

 

 

 

1,070,297 

 

 

1,101,339 

 

 

 

 

 

 

 

 

Notes payable to bank under revolving credit agreement, variable rate, due March 2017

 

 

72,000 

 

 

 -

Unsecured notes payable:

 

 

 

 

 

 

 

Notes at 3.57% due 2027

 

 

 

50,000 

 

 

50,000 

Notes ranging from 4.62% to 4.87%, due 2014 through 2024

 

 

171,400 

 

 

171,400 

Notes ranging from 5.01% to 5.95%, due 2015 through 2037

 

 

232,132 

 

 

232,132 

 

 

 

 

1,595,829 

 

 

1,554,871 

Current portion of long-term debt

 

 

 

97,789 

 

 

86,288 

Long-term debt, excluding current portion

 

 

1,498,040 

 

 

1,468,583 

Total capitalization

 

 

$

3,052,274 

 

$

3,003,626 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

 

 

 

 

 

 

 

 

 

 

  

 

5

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

CONSOLIDATED STATEMENT OF EQUITY 

(In thousands of dollars)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

Common

 

Excess of

 

Retained

 

Treasury

 

Comprehensive

 

Noncontrolling

 

 

 

 

 

Stock

 

Par Value

 

Earnings

 

Stock

 

Income

 

Interest

 

Total

Balance At December 31, 2013

 

$

88,964 

 

$

743,335 

 

$

729,272 

 

$

(27,082)

 

$

346 

 

$

208 

 

$

1,535,043 

Net income

 

 

 -

 

 

 -

 

 

42,859 

 

 

 -

 

 

 -

 

 

15 

 

 

42,874 

Other comprehensive income, net of income tax of $172

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

321 

 

 

 -

 

 

321 

Dividends

 

 

 -

 

 

 -

 

 

(26,873)

 

 

 -

 

 

 -

 

 

 -

 

 

(26,873)

Repurchase of stock (79,961 shares)         

 

 

 -

 

 

 -

 

 

 -

 

 

(1,973)

 

 

 -

 

 

 -

 

 

(1,973)

Equity compensation plan (198,920 shares)

 

 

100 

 

 

(100)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Exercise of stock options (188,736, shares)

 

 

94 

 

 

2,663 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

2,757 

Stock-based compensation

 

 

 -

 

 

1,322 

 

 

(97)

 

 

 -

 

 

 -

 

 

 -

 

 

1,225 

Employee stock plan tax benefits

 

 

 -

 

 

1,041 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1,041 

Other  

 

 

 -

 

 

(181)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(181)

Balance At March 31, 2014

 

$

89,158 

 

$

748,080 

 

$

745,161 

 

$

(29,055)

 

$

667 

 

$

223 

 

$

1,554,234 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

6

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

CONSOLIDATED STATEMENTS OF CASH FLOW 

(In thousands of dollars) 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

March 31,

 

 

2014

 

2013

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

42,859 

 

$

46,565 

Income from discontinued operations

 

 

458 

 

 

5,701 

Income from continuing operations

 

 

42,401 

 

 

40,864 

Adjustments to reconcile income from continuing operations

 

 

 

 

 

 

to net cash flows from operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

32,114 

 

 

30,422 

Deferred income taxes

 

 

3,692 

 

 

11,189 

Provision for doubtful accounts

 

 

1,508 

 

 

925 

Stock-based compensation

 

 

1,331 

 

 

1,015 

Loss (gain) on sale of other assets

 

 

348 

 

 

(92)

Net increase in receivables, inventory and prepayments

 

 

3,644 

 

 

5,492 

Net increase in payables, accrued interest, accrued taxes and other accrued liabilities

 

 

13,269 

 

 

514 

Other

 

 

(7,833)

 

 

(1,704)

Operating cash flows from continuing operations

 

 

90,474 

 

 

88,625 

Operating cash flows (used in) from discontinued operations, net

 

 

(545)

 

 

361 

Net cash flows from operating activities

 

 

89,929 

 

 

88,986 

Cash flows from investing activities:

 

 

 

 

 

 

Property, plant and equipment additions, including the non-equity component of allowance for funds used during construction of $367 and $472

 

 

(59,819)

 

 

(59,085)

Acquisitions of utility systems and other, net

 

 

(4,045)

 

 

(10,674)

Additions to funds restricted for construction activity

 

 

 -

 

 

(2)

Release of funds previously restricted for construction activity

 

 

 -

 

 

394 

Net proceeds from the sale of utility system and other assets

 

 

133 

 

 

95 

Investment in joint venture

 

 

 -

 

 

(4,900)

Other

 

 

(91)

 

 

(233)

Investing cash flows used in continuing operations

 

 

(63,822)

 

 

(74,405)

Investing cash flows from discontinued operations, net

 

 

39 

 

 

51,312 

Net cash flows used in investing activities

 

 

(63,783)

 

 

(23,093)

Cash flows from financing activities:

 

 

 

 

 

 

Customers' advances and contributions in aid of construction

 

 

1,142 

 

 

794 

Repayments of customers' advances

 

 

(234)

 

 

(577)

Net (repayments) proceeds of short-term debt

 

 

(8,827)

 

 

17,453 

Proceeds from long-term debt

 

 

73,192 

 

 

35,010 

Repayments of long-term debt

 

 

(31,874)

 

 

(77,991)

Change in cash overdraft position

 

 

(21,753)

 

 

(11,881)

Proceeds from issuing common stock

 

 

 -

 

 

3,427 

Proceeds from exercised stock options

 

 

2,757 

 

 

7,901 

Stock-based compensation windfall tax benefits

 

 

964 

 

 

 -

Repurchase of common stock

 

 

(1,973)

 

 

(1,618)

Dividends paid on common stock

 

 

(26,873)

 

 

(24,562)

Other

 

 

(181)

 

 

 -

Financing cash flows used in continuing operations

 

 

(13,660)

 

 

(52,044)

Financing cash flows used in discontinued operations, net

 

 

(36)

 

 

(17)

Net cash flows used in financing activities

 

 

(13,696)

 

 

(52,061)

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

12,450 

 

 

13,832 

Cash and cash equivalents at beginning of period

 

 

5,058 

 

 

5,521 

Cash and cash equivalents at end of period

 

$

17,508 

 

$

19,353 

 

 

 

 

 

 

 

See notes to consolidated financial statements beginning on page 8 of this report.

 

 

 

 

7

 


 

Table of Contents

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 sheets and statements of capitalization of Aqua America, Inc. and subsidiaries (the “Company”) at March 31, 2014, the consolidated statements of net income and comprehensive income for the three months ended March 31, 2014 and 2013, the consolidated statements of cash flow for the three months ended March 31, 2014 and 2013, and the consolidated statement of equity for the three months ended March 31, 2014 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 consolidated changes in 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2013.  The results of operations for interim periods may not be indicative of the results that may be expected for the entire year.  The December 31, 2013 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2013 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements.  All common share, per common share, stock unit, and per stock unit data, for all periods presented, has been adjusted to give effect to the September 1, 2013 five-for-four stock split effected in the form of a 25% stock distribution (see Note 5).  Certain prior period amounts have been reclassified to conform to the reporting of discontinued operations (see Note 4).

   

 

Note 2             Goodwill 

 

The following table summarizes the changes in the Company’s goodwill, by business segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated

 

 

 

 

 

 

 

 

 

Segment

 

Other

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

$

24,102 

 

$

4,121 

 

$

28,223 

 

Reclassifications to utility plant acquisition adjustment

 

 

(202)

 

 

 -

 

 

(202)

 

Other

 

 

(22)

 

 

 -

 

 

(22)

 

Balance at March 31, 2014

 

$

23,878 

 

$

4,121 

 

$

27,999 

 

8

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

 

The reclassification of goodwill to utility plant acquisition adjustment in the table above results from a mechanism approved by the applicable public utility commission.  The mechanism provides for the transfer over time, and the recovery through customer rates, of goodwill associated with certain acquisitions upon achieving certain objectives. 

   

 

 

  

Note 3             Acquisitions

 

In May 2014, the Company entered into an asset purchase agreement for the acquisition of the water and wastewater utility system assets of North Maine Utilities owned by the Village of Glenview, Illinois serving approximately 7,200 customers, for cash at closing of up to $22,000, subject to final adjustment pursuant to the purchase agreement.  Closing of this acquisition is anticipated to occur in mid-year 2015.          

 

In March 2014, the Company acquired the wastewater utility system assets of Penn Township located in Chester County, Pennsylvania serving approximately 800 customers.  The total purchase price consisted of $3,668 in cash. 

 

In March 2013, the Company acquired the water and wastewater utility system assets of Total Environmental Solutions, Inc. located in Clearfield County, Pennsylvania serving approximately 4,200 customers.  The total purchase price consisted of $10,350 in cash. 

 

Note 4             Discontinued Operations and Other Disposition 

 

Discontinued Operations – In September 2012, the Company began to market for sale its water and wastewater operations in Florida, which served approximately 38,000 customers, and the Company’s wastewater treatment facility in Georgia.    In March, April, and December 2013, through five separate sales transactions, the Company completed the sale of its water and wastewater utility systems in Florida, which concluded its regulated operations in Florida.  The Company received total net proceeds from these sales of $88,934 and recognized a gain on sale of $21,178 ($13,766 after-tax), including a first quarter 2013 gain on sale of $6,451 ($4,193 after-tax).  One of the Company’s sales in Florida, which was completed in March 2013, and represented approximately 8% of its customers served in Florida, remains subject to customary regulatory review, for which the Company expects to receive the regulator’s decision by midyear 2014.  If the regulator does not approve this sale, the purchase price would be refunded and the assets sold would revert back to the Company.  On March 12, 2014, the Company completed the sale of its wastewater treatment facility in Georgia.     

 

The City of Fort Wayne, Indiana (the “City”) has authorized the acquisition by eminent domain of the northern portion of the utility system of one of the Company’s operating subsidiaries in Indiana (the “Northern Assets”).  In January 2008, the Company reached a settlement with the City to transition the Northern Assets in February 2008 upon receipt

9

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

of the City’s initial valuation payment of $16,911.  The settlement agreement specifically stated that the final valuation of the Northern Assets will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation.  On February 12, 2008, the Company turned over the Northern Assets to the City upon receipt of the initial valuation payment.  The proceeds received by the Company are in excess of the book value of the assets relinquished.  No gain has been recognized due to the contingency over the final valuation of the assets.  The net book value of the Northern Assets has been removed from the consolidated balance sheet and the difference between the net book value and the initial payment received has been deferred and is recorded in other accrued liabilities on the Company’s consolidated balance sheet.  Once the contingency is resolved and the asset valuation is finalized, through the finalization of the litigation between the Company and the City, the amounts deferred will be recognized in the Company’s consolidated statement of net income.  On March 16, 2009, oral argument was held on certain procedural aspects with respect to the valuation evidence that may be presented and whether the Company is entitled to a jury trial.  On October 12, 2010, the Wells County Indiana Circuit Court ruled that the Company is not entitled to a jury trial, and that the Wells County judge should review the City of Fort Wayne Board of Public Works’ assessment based upon a “capricious, arbitrary or an abuse of discretion” standard.  The Company disagreed with the Court’s decision and appealed the Wells County Indiana Circuit Court’s decision to the Indiana Court of Appeals.  On January 13, 2012, the Indiana Court of Appeals reached a decision upholding the Wells County Indiana Circuit Court decision.  On February 10, 2012, the Company filed a petition for transfer requesting that the Indiana Supreme Court review the matter.  On April 11, 2013, the Indiana Supreme Court ruled that the statute at issue gives the Company the right to a full evidentiary hearing before a jury regarding the value of the assets and remanded the case to the trial court for a proceeding consistent with that ruling.  The Company continues to evaluate its legal options with respect to this decision.  Depending upon the outcome of all of the legal proceedings, including the planned transaction below, which would resolve this litigation, the Company may be required to refund a portion of the initial valuation payment, or may receive additional proceeds.  The Northern Assets relinquished represent approximately 0.4% of the Company’s total assets. 

 

In addition, in December 2012, the Fort Wayne City Council considered an ordinance that sought to declare it a “public convenience and necessity” to acquire certain of the Company's water utility system assets located in the southwest section of the City and in Allen County (the “Southern Assets”), and if negotiations with Fort Wayne officials were to fail, to condemn the Southern Assets.  The first public hearing on the ordinance was held on January 22, 2013 and a subsequent hearing scheduled for February 5, 2013 was not held due to ongoing settlement discussions between the parties.  On July 2, 2013, the Company’s operating subsidiary and the City signed a letter of intent, which among other items, addresses many of the terms by which the City would purchase the Company’s Southern Assets, will resolve the litigation between the Company and the City with respect to the Northern Assets, and will establish the terms by which the Company’s operating

10

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

subsidiary will treat wastewater sent to it by the City.  The letter of intent states that the City agrees to pay the Company $50,100 for the Northern Assets and Southern Assets in addition to the $16,911 paid to the Company by the City in 2008 as an initial valuation payment for the Northern Assets (for a total payment of $67,011).  The letter of intent is conditioned on the Company’s Board of Directors and City Council approving the final terms of the possible transaction, and the Company and the City entering into several definitive agreements that cover the subject matter of the letter of intent.  On February 27, 2014, the Company’s Board of Directors authorized management to enter into agreements with the City on terms and conditions that are consistent with the July 2, 2013 letter of intent, for among other items, the sale of the Company’s Northern Assets and Southern Assets to the City.  Further, the completion of the transaction is subject to regulatory requirements and approval.  The planned sale of these operations is accounted for as businesses held for sale beginning in the first quarter of 2014.  If this transaction is consummated, the Company will expand its sewer customer base by accepting new wastewater from the City.  The completion of the transaction is not expected to close until the fourth quarter of 2014.  The Company continues to evaluate its legal and operational options on an ongoing basis.

 

The operating results, cash flows, and financial position of the Company’s operations named above, during the periods owned, have been presented in the Company’s consolidated statements of net income, consolidated statements of cash flow, and consolidated balance sheets as discontinued operations.  These operations were included in the Company’s “Regulated” segment.     

 

A summary of discontinued operations presented in the consolidated statements of net income include the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Operating revenues

 

$

1,579 

 

$

7,493 

 

Total operating expenses

 

 

673 

 

 

5,020 

 

Operating income

 

 

906 

 

 

2,473 

 

Other (income) expense:

 

 

 

 

 

 

 

Loss (gain) on sale

 

 

134 

 

 

(6,451)

 

Other, net

 

 

 -

 

 

(1)

 

Income from discontinued operations before income taxes

 

 

772 

 

 

8,925 

 

Provision for income taxes

 

 

314 

 

 

3,224 

 

Income from discontinued operations

 

$

458 

 

$

5,701 

 

 

 

 

 

 

11

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

The assets and liabilities of discontinued operations presented in the consolidated balance sheets include the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Property, plant and equipment, at cost

 

$

39,747 

 

$

39,976 

 

Less: accumulated depreciation

 

 

8,753 

 

 

8,872 

 

Net property, plant and equipment

 

 

30,994 

 

 

31,104 

 

Current assets

 

 

814 

 

 

1,362 

 

Regulatory assets

 

 

442 

 

 

460 

 

Assets of discontinued operations held for sale

 

 

32,250 

 

 

32,926 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

15,209 

 

 

16,212 

 

Deferred income taxes and investment tax credits

 

 

1,725 

 

 

1,308 

 

Contributions in aid of construction

 

 

10,935 

 

 

10,935 

 

Other liabilities

 

 

1,168 

 

 

1,194 

 

Liabilities of discontinued operations held for sale

 

 

29,037 

 

 

29,649 

 

 

 

 

 

 

 

 

 

Net assets

 

$

3,213 

 

$

3,277 

 

 

 

 

 

 

 

 

 

]

 

Note 5             Capitalization

 

In May 2013, the Board of Directors of the Company approved a five-for-four stock split to be effected in the form of a 25% stock distribution to shareholders of record on August 16, 2013.  Common shares outstanding do not include shares held by the Company in treasury.  The new shares were distributed on September 1, 2013.  Aqua America’s par value of $0.50 per share did not change as a result of the common stock distribution, and $17,655 was transferred from capital in excess of par value to common stock to record the stock split.  All common share, per common share, stock unit, and per stock unit data, for all periods presented, has been adjusted to give effect to the stock split.   

 

Note 6             Fair Value of Financial Instruments 

 

The Company follows the Financial Accounting Standards Board’s (“FASB”) accounting guidance for fair value measurements and disclosures, which defines fair value and establishes a framework for using fair value to measure assets and liabilities.  That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques

12

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

used to measure fair value.  The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are as follows: 

 

·

Level 1:  unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access; 

 

·

Level 2:  inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in non-active markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or 

 

·

Level 3:  inputs that are unobservable and significant to the fair value measurement. 

 

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.  There have been no changes in the valuation techniques used to measure fair value or asset or liability transfers between the levels of the fair value hierarchy for the quarter ended March 31, 2014

 

Financial instruments are recorded at carrying value in the financial statements and approximate fair value as of the dates presented.  The fair value of these instruments is disclosed below in accordance with current accounting guidance related to financial instruments. 

 

The fair value of funds restricted for construction activity and loans payable are determined based on their carrying amount and utilizing Level 1 methods and assumptions.  As of March 31, 2014 and December 31, 2013, the carrying amount of the Company’s funds restricted for construction activity was $47 and $47,  respectively, which equates to their estimated fair value.  As of March 31, 2014 and December 31, 2013, the carrying amount of the Company’s loans payable was $27,913 and $36,740, respectively, which equates to their estimated fair value.  The fair value of cash and cash equivalents, which is comprised of a money market fund, is determined based on the net asset value per unit utilizing Level 2 methods and assumptions.  As of March 31, 2014 and December 31, 2013, the carrying amounts of the Company's cash and cash equivalents was $17,508 and $5,058,  respectively, which equates to their fair value.   

 

 

13

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

The carrying amounts and estimated fair values of the Company’s long-term debt is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

 

Carrying Amount

 

$

1,595,829 

 

$

1,554,871 

 

Estimated Fair Value

 

 

1,622,265 

 

 

1,540,296 

 

 

The fair value of long-term debt has been determined by discounting the future cash flows using current market interest rates for similar financial instruments of the same duration utilizing Level 2 methods and assumptions.  The Company’s customers’ advances for construction have a carrying value of $73,728 as of March 31, 2014, and $73,892 as of December 31, 2013.   Their relative fair values cannot be accurately estimated because future refund payments depend on several variables, including new customer connections, customer consumption levels, and future rate increases.  Portions of these non-interest bearing instruments are payable annually through 2029 and amounts not paid by the respective contract expiration dates become non-refundable.  The fair value of these amounts would, however, be less than their carrying value due to the non-interest bearing feature.

 

 

Note 7             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-based compensation is included in the computation of diluted net income per common share.  The dilutive effect of stock-based compensation is calculated using the treasury stock method and expected proceeds upon exercise or issuance of the stock-based compensation.  The following table summarizes the shares, in thousands, used in computing basic and diluted net income per common share: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Average common shares outstanding during the period for basic computation

 

176,839 

 

175,415 

 

Dilutive effect of employee stock-based compensation

 

971 

 

1,084 

 

Average common shares outstanding during the period for diluted computation

 

177,810 

 

176,499 

 

 

 

 

 

 

 

For the three months ended March 31, 2014, all of the Company’s employee stock options were included in the calculations of diluted net income per share as the calculated cost to

14

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

exercise the stock options was less than the average market price of the Company’s common stock during these periods.  For the three months ended March 31, 2013, employee stock options to purchase 494,156 shares of common stock, were excluded from the calculations of diluted net income per share as the calculated cost to exercise the stock options was greater than the average market price of the Company’s common stock during these periods. 

 

 

 

 

 

 

Note 8              Stock-based Compensation 

 

Under the Company’s 2009 Omnibus Equity Compensation Plan (the “2009 Plan”), as approved by the Company’s shareholders to replace the 2004 Equity Compensation Plan (the “2004 Plan”), stock options, stock units, stock awards, stock appreciation rights, dividend equivalents, and other stock-based awards may be granted to employees, non-employee directors, and consultants and advisors.  The 2009 Plan authorizes 6,250,000 shares for issuance under the plan.  A maximum of 50% of the shares available for issuance under the 2009 Plan may be issued pursuant to stock awards, stock units and other stock-based awards and the maximum number of shares that may be subject to grants under the 2009 Plan to any one individual in any one year is 250,000.  Awards under the 2009 Plan are made by a committee of the Board of Directors.  At March 31, 2014, 4,483,011 shares underlying stock-based compensation awards were still available for grants under the 2009 Plan.  No further grants may be made under the 2004 Plan.   

 

Performance Share Units – A performance share unit (“PSU”) represents the right to receive a share of the Company’s common stock if specified performance goals are met over the three year performance period specified in the grant, subject to certain exceptions through the respective vesting period, generally three years.  Each grantee is granted a target award of PSUs, and may earn between 0% and 200% of the target amount depending on the Company’s performance against the performance goals.  The following table provides compensation costs for stock-based compensation related to performance share units: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Stock-based compensation for performance share units within operations and maintenance expenses

 

$

1,002 

 

$

715 

 

Income tax benefit

 

 

410 

 

 

291 

 

15

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

The following table summarizes nonvested PSU transactions for the three months ended March 31, 2014:   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

 

of

 

Average

 

 

 

 

Share Units

 

Fair Value

 

 

 

 

 

 

 

 

 

Nonvested share units at beginning of period

 

 

528,092 

 

$

21.25 

 

Granted

 

 

143,630 

 

 

25.31 

 

Performance criteria adjustment

 

 

16,927 

 

 

19.45 

 

Forfeited

 

 

(3,939)

 

 

22.23 

 

Share units vested in prior period and issued in current period

 

 

18,000 

 

 

19.51 

 

Share units issued

 

 

(174,148)

 

 

18.93 

 

Nonvested share units at end of period

 

 

528,562 

 

$

22.99 

 

 

 

 

 

 

 

 

 

 

 

A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using the Monte Carlo valuation method.  The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based condition is satisfied.  The per unit weighted-average fair value at the date of grant for PSUs granted during the three months ended March 31, 2014 and 2013 was $25.31 and $26.88, respectively.  The fair value of each PSU grant is amortized monthly into compensation expense on a straight-line basis over their respective vesting periods, generally 36 months.  The accrual of compensation costs is based on our estimate of the final expected value of the award, and is adjusted as required for the portion based on the performance-based condition.  The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense.  As the payout of the PSUs includes dividend equivalents, no dividend yield assumption is required in calculating the fair value of the PSUs.  The recording of compensation expense for PSUs has no impact on net cash flows.   

 

16

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

Restricted Stock UnitsA restricted stock unit (“RSU”) represents the right to receive a share of the Company’s common stock.  RSUs are eligible to be earned at the end of a specified restricted period, generally three years, beginning on the date of grant.  In some cases the right to receive the shares is subject to certain performance goals established at the time the grant is made.  The Company assumes that forfeitures will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense.  The following table provides compensation costs for stock-based compensation related to restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Stock-based compensation for restricted stock units within operations and maintenance expenses

 

$

236 

 

$

178 

 

Income tax benefit

 

 

98 

 

 

73 

 

 

The following table summarizes nonvested RSU transactions for the three months ended March 31, 2014: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

 

of

 

Average

 

 

 

 

Stock Units

 

Fair Value

 

 

 

 

 

 

 

 

 

Nonvested stock units at beginning of period

 

 

112,666 

 

$

20.16 

 

  Granted

 

 

41,150 

 

 

24.80 

 

Stock units vested but not paid

 

 

(5,750)

 

 

17.99 

 

Stock units vested and paid

 

 

(24,772)

 

 

17.77 

 

  Forfeited

 

 

 -

 

 

 -

 

Nonvested stock units at end of period

 

 

123,294 

 

$

22.29 

 

 

 

 

 

 

 

 

 

The per unit weighted-average fair value at the date of grant for RSUs granted during the three months ended March 31, 2014 and 2013 was $24.80 and $23.28, respectively.   

 

17

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

Stock Options  The fair value of stock options is estimated at the grant date using the Black-Scholes option-pricing model.  The following table provides compensation costs for stock-based compensation related to stock options granted in prior periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Stock-based compensation for stock options within operations and maintenance expenses

 

$

 -

 

$

30 

 

Income tax benefit

 

 

73 

 

 

238 

 

 

 

 

 

 

 

 

There were no stock options granted during the three months ended March 31, 2014 or 2013. 

 

The following table summarizes stock option transactions for the three months ended March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

 

 

 

 

 

Average

 

Average

 

Aggregate

 

 

 

 

 

Exercise

 

Remaining

 

Intrinsic

 

 

 

Shares

 

Price

 

Life (years)

 

Value

 

Outstanding at beginning of period

 

1,538,110 

 

$

16.82 

 

 

 

 

 

 

Forfeited

 

 -

 

 

 -

 

 

 

 

 

 

Expired

 

(2,707)

 

 

17.98 

 

 

 

 

 

 

Exercised

 

(188,736)

 

 

14.61 

 

 

 

 

 

 

Outstanding and exercisable at end of period

 

1,346,667 

 

$

17.13 

 

3.7 

 

$

10,692 

 

 

Restricted Stock The following table provides compensation costs for stock-based compensation related to restricted stock:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Stock-based compensation for restricted stock within operations and maintenance expenses

 

$

92 

 

$

92 

 

Income tax benefit

 

 

38 

 

 

38 

 

 

 

 

 

 

 

 

 

 

18

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

The following table summarizes nonvested restricted stock transactions for the three months ended March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

 

of

 

Average

 

 

 

 

Shares

 

Fair Value

 

 

 

 

 

 

 

 

 

Nonvested shares at beginning of period

 

 

62,500 

 

$

17.70 

 

  Granted

 

 

 -

 

 

 -

 

  Vested

 

 

(31,250)

 

 

17.70 

 

  Forfeited

 

 

 -

 

 

 -

 

Nonvested shares at end of period

 

 

31,250 

 

$

17.70 

 

 

 

 

 

 

 

 

There was no restricted stock granted during the three months ended March 31, 2014 or 2013.

  

19

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

 

 

Note 9             Pension Plans and Other Postretirement Benefits  

 

The Company maintains a qualified defined benefit pension plan (the “Pension Plan”), a nonqualified pension plan and other postretirement benefit plans for certain of its employees.  The net periodic benefit cost is based on estimated values and an extensive use of assumptions about the discount rate, expected return on plan assets, the rate of future compensation increases received by the Company’s employees, mortality, turnover, and medical costs.  The following tables provide the components of net periodic benefit cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension Benefits

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Service cost

 

$

1,143 

 

$

1,446 

 

Interest cost

 

 

3,512 

 

 

3,165 

 

Expected return on plan assets

 

 

(4,305)

 

 

(3,693)

 

Amortization of prior service cost

 

 

69 

 

 

57 

 

Amortization of actuarial loss

 

 

500 

 

 

2,016 

 

Net periodic benefit cost

 

$

919 

 

$

2,991 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

Postretirement Benefits

 

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

2014

 

2013

 

Service cost

 

$

312 

 

$

425 

 

Interest cost

 

 

737 

 

 

667 

 

Expected return on plan assets

 

 

(683)

 

 

(560)

 

Amortization of prior service cost

 

 

(74)

 

 

(74)

 

Amortization of actuarial loss

 

 

82 

 

 

345 

 

Net periodic benefit cost

 

$

374 

 

$

803 

 

The Company made cash contributions of $8,937 to its Pension Plan during the first three months of 2014, and intends to make cash contributions of $8,937 to the Pension Plan during the remainder of 2014.  In addition, the Company expects to make cash contributions of $2,763, to the extent allowable for a tax deduction, for the funding of its other postretirement benefit plans during the remainder of 2014.

 

In the first quarter of 2014 the Company offered a one-time voluntary lump sum window to certain eligible terminated vested participants in an effort to reduce its long-term obligations and plan volatility for its Pension Plan.  In May 2014, the Pension Plan paid $11,417 to participants who elected to receive a lump sum distribution, which was funded from the existing Pension Plan assets.  

20

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

 

Note 10           Water and Wastewater Rates 

 

During the first three months of 2014, the Company’s operating divisions in Ohio, Texas, New Jersey, Virginia, and Indiana were granted base rate increases designed to increase total operating revenues on an annual basis by $2,715.  Further, during the first three months of 2014, the Company’s operating divisions in Illinois and New Jersey received infrastructure rehabilitation surcharges designed to increase total operating revenues on an annual basis by $1,429.

 

In May 2014, the North Carolina Utilities Commission granted the Company’s operating subsidiary in North Carolina a water and wastewater rate increase designed to increase total operating revenue by $2,471, on an annual basis.

 

Note 11            Taxes Other than Income Taxes 

 

The following table provides the components of taxes other than income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

Property

 

$

4,824 

 

$

6,443 

 

Capital stock

 

 

501 

 

 

534 

 

Gross receipts, excise and franchise

 

 

2,779 

 

 

2,681 

 

Payroll

 

 

2,654 

 

 

2,420 

 

Other

 

 

1,344 

 

 

1,320 

 

Total taxes other than income

 

$

12,102 

 

$

13,398 

 

 

 

 

 

 

 

 

 

 

 

   

21

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

Note 12           Segment Information 

 

The Company has identified ten operating segments and has one reportable segment named the “Regulated” segment.  The reportable segment is comprised of eight operating segments for the Company’s water and wastewater regulated utility companies which are organized by the states where we provide these services.  In addition, two segments are not quantitatively significant to be reportable and are comprised of the Company’s non-regulated subsidiaries:  Aqua Resources, Inc. and Aqua Infrastructure LLC.  Aqua Resources, Inc. provides water and wastewater services through operating and maintenance contracts with municipal authorities and other parties in close proximity to our utility companies’ service territories as well as offers, through a third party, water and sewer line repair service and protection solutions to households, liquid waste hauling and disposal, backflow prevention, construction, and other non-regulated water and wastewater services.  Aqua Infrastructure LLC provides non-utility raw water supply services for firms, with which the Company enters into water supply contracts, in the natural gas drilling industry.  These two segments are included as a component of “Other” in the tables below.  Also included in “Other” are corporate costs that have not been allocated to the Regulated segment and intersegment eliminations.  Corporate costs include general and administrative expense, and interest expense. 

 

The following table presents information about the Company’s reportable segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2014

 

March 31, 2013

 

 

 

Regulated

 

Other

 

Consolidated

 

Regulated

 

Other

 

Consolidated

 

Operating revenues

 

$

178,199 

 

$

4,473 

 

$

182,672 

 

$

174,405 

 

$

4,147 

 

$

178,552 

 

Operations and maintenance expense

 

 

68,456 

 

 

3,230 

 

 

71,686 

 

 

65,410 

 

 

2,384 

 

 

67,794 

 

Depreciation

 

 

30,881 

 

 

100 

 

 

30,981 

 

 

29,510 

 

 

(465)

 

 

29,045 

 

Operating income

 

 

66,419 

 

 

351 

 

 

66,770 

 

 

65,550 

 

 

1,388 

 

 

66,938 

 

Interest expense, net of allowance for funds used during construction

 

 

16,804 

 

 

1,339 

 

 

18,143 

 

 

16,951 

 

 

1,772 

 

 

18,723 

 

Income tax expense (benefit)

 

 

6,087 

 

 

(895)

 

 

5,192 

 

 

7,352 

 

 

(565)

 

 

6,787 

 

Income (loss) from continuing operations

 

 

43,620 

 

 

(1,219)

 

 

42,401 

 

 

41,299 

 

 

(435)

 

 

40,864 

 

Capital expenditures

 

 

59,154 

 

 

665 

 

 

59,819 

 

 

58,872 

 

 

213 

 

 

59,085 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

2014

 

2013

 

Total assets:

 

 

 

 

 

 

 

  Regulated

 

$

4,938,191 

 

$

4,893,573 

 

  Other and eliminations

 

 

161,576 

 

 

158,244 

 

  Consolidated

 

$

5,099,767 

 

$

5,051,817 

 

 

 

 

 

 

 

 

 

 

Note 13            Commitments and Contingencies 

 

The Company is routinely involved in various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business.  The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved.  As of March 31, 2014, the aggregate amount of $11,835 is accrued for loss contingencies and is reported in the Company’s consolidated balance sheet as other accrued liabilities and other liabilities.  These accruals represent management’s best estimate of probable loss (as defined in the accounting guidance) for loss contingencies or the low end of a range of losses if no single probable loss can be estimated.  For some loss contingencies, the Company is unable to estimate the amount of the probable loss or range of probable losses.  While the final outcome of these loss contingencies cannot be predicted with certainty, and unfavorable outcomes could negatively impact the Company, at this time in the opinion of management, the final resolution of these matters are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.  Further, the Company has insurance coverage for certain of these loss contingencies, and as of March 31, 2014, estimates that approximately $1,388 of the amount accrued for these matters are probable of recovery through insurance, which amount is also reported in the Company’s consolidated balance sheet as deferred charges and other assets, net.

 

In addition to the aforementioned loss contingencies, the Company self-insures its employee medical benefit program, and maintains stop-loss coverage to limit the exposure arising from these claims.  The Company’s reserve for these claims totaled $1,965 at March 31, 2014 and represents a reserve for unpaid claim costs, including an estimate for the cost of incurred but not reported claims.  

23

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

 

Note 14           Income Taxes 

 

During the three months ended March 31, 2014, the Company utilized $15,422 of its Federal net operating loss carryforward (“NOL”).  In addition, during the three months ended March 31, 2014, the Company’s state NOL carryforward increased by $2,789.  As of March 31, 2014, the balance of the Company’s Federal NOL was $242,671.  The Company believes its Federal NOL carryforward is more likely than not to be recovered and requires no valuation allowance.  As of March 31, 2014, the balance of the Company’s state NOL was $533,949, a portion of which was offset by a valuation allowance of $5,229 because the Company does not believe the NOLs are more likely than not to be realized.  The Company’s Federal and state NOL carryforwards begin to expire 2031 and 2023, respectively.   The Company has unrecognized tax positions that result in the associated tax benefit being unrecognized.  The Company’s Federal and state NOL carryforwards are reduced by an unrecognized tax position, on a gross basis, of $62,865 and $86,016, respectively, which results from the Company’s adoption in the third quarter of 2013 of the FASB’s accounting guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  The amounts of the Company’s Federal and state NOL carryforwards prior to being reduced by the unrecognized tax positions were $305,536 and $619,965, respectively.  The Company records its unrecognized tax benefit as a reduction to its deferred income tax liability

 

In December 2012, the Company changed its tax method of accounting for qualifying utility system repairs in Aqua Pennsylvania, Inc. (“Aqua Pennsylvania”) effective with the tax year ended December 31, 2012 and for prior tax years.  The tax accounting method was changed to permit the expensing of qualifying utility asset improvement costs that were previously being capitalized and depreciated for book and tax purposes (the “Repair Change”).  As a result of the adoption of the Repair Change prior to the receipt of Aqua Pennsylvania’s next rate order, the Repair Change results in a substantial reduction in income tax expense and greater net income and cash flows.  The Company’s effective income tax rate for the first quarter of 2014 and 2013, for its continuing operations, was 10.9% and 14.2%, respectively. 

 

In September 2013, the Department of Treasury and the Internal Revenue Service issued “Guidance Regarding and Capitalization of Expenditures Related to Tangible Property” which contains standards for determining whether and when a taxpayer must capitalize costs incurred in acquiring, maintaining or improving tangible property.  These regulations are effective for the Company’s 2014 fiscal year.  The Company has reviewed the regulations and concluded that the regulations will not have a material impact on the Company’s consolidated results of operations or consolidated financial position.

 

24

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts) 

(UNAUDITED) 

 

As of March 31, 2014, the total gross unrecognized tax benefit was $28,850, of which $10,534, if recognized, would affect the Company’s effective tax rate as a result of the regulatory treatment afforded the Repair Change in Pennsylvania.  At December 31, 2013, the Company had unrecognized tax benefits of $28,690.  There was no unrecognized tax benefit at March 31, 2013 or December 31, 2012.

 

Accounting rules for uncertain tax positions specify that tax positions for which the timing of resolution is uncertain should be classified as long-term liabilities.  Judgment is required in evaluating the Company’s uncertain tax positions and determining the provision for income taxes.  Management believes that an adequate provision has been made for any adjustments that may result from tax examinations.  Although the timing of income tax audit resolutions and negotiations with taxing authorities is highly uncertain, the Company does not anticipate a significant change to the total amount of unrecognized income tax benefits within the next 12 months.

 

Note 15            Recent Accounting Pronouncements   

 

In April 2014, the FASB issued updated accounting guidance which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements.  The updated guidance is effective prospectively for reporting periods beginning after December 15, 2014, with early adoption available.  The Company will adopt the provisions of the updated accounting guidance for its quarterly reporting period beginning January 1, 2015, and the Company does not expect the adoption of the revised guidance to have an impact on the Company’s consolidated results of operations or consolidated financial position. 

 

 

 

25

 


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

 

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF 

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(In thousands of dollars, except per share amounts)

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

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 belief in our ability to renew our short-term lines of credit; the impact and the actions we may need to take if we are unable to obtain sufficient capital; the projected impact of various legal proceedings; the projected effects of recent accounting pronouncements; prospects, plans, objectives, expectations and beliefs of management, as well as information contained in this report where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,”  “future,” “potential,” “probably,” “predictions,”“intends,” “will,” “continue” or the negative of such terms or similar expressions.  Forward-looking statements are based on a number of assumptions concerning future events, and are subject to a number of risks, uncertainties and other factors, many of which are outside our control, which could cause actual results to differ materially from those expressed or implied by such statements.  These risks and uncertainties include, among others: the effects of regulation, abnormal weather, changes in capital requirements and funding, acquisitions, changes to the capital markets, and our ability to assimilate acquired operations, as well as those risks, uncertainties and other factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in such report.  As a result, readers are cautioned not to place undue reliance on any forward-looking statements.  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”,  “us”, or the “Company”), a Pennsylvania corporation, is the holding company for regulated utilities providing water or wastewater services to what we estimate to be almost three million people in Pennsylvania, Ohio, Texas, Illinois, North Carolina, New Jersey,  Indiana, and Virginia.  Our largest operating subsidiary, Aqua Pennsylvania, provides water or wastewater services to approximately one-half of the total number of people we serve, who are located in the suburban areas in counties north and west of the City of Philadelphia and in 26 other counties in Pennsylvania.  Our other regulated utility subsidiaries provide similar services in seven other states.  In addition, the Company’s non-regulated subsidiary, Aqua Resources, Inc., provides liquid waste hauling and disposal, water and wastewater service through operating and maintenance contracts with municipal authorities and other parties close to our utility companies’ service territories and offers, through a third party, water and sewer line repair service and protection solutions to households, backflow prevention,

26

 


 

Table of Contents

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)

 

construction, and other non-regulated water and wastewater services.  The Company’s non-regulated subsidiary, Aqua Infrastructure, LLC, provides non-utility raw water supply services for firms, with which we enter into water supply contracts, in the natural gas drilling industry.      

 

Aqua America, Inc., which prior to its name change in 2004 was known as Philadelphia Suburban Corporation, was formed in 1968 as a holding company for its primary subsidiary, Aqua Pennsylvania, Inc., formerly known as Philadelphia Suburban Water Company.  Since the early 1990s, we have embarked on a growth-through-acquisition strategy focused on water and wastewater operations.  Our most significant transactions to date have been the merger with Consumers Water Company in 1999, the acquisition of the regulated water and wastewater operations of AquaSource, Inc. in 2003, the acquisition of Heater Utilities, Inc. in 2004, and the acquisition of American Water Works Company, Inc.’s regulated operations in Ohio in 2012.  Since the early 1990s, our business strategy has been primarily directed toward the regulated water and wastewater utility industry, where we have more than quadrupled the number of regulated customers we serve, and has extended our regulated operations from southeastern Pennsylvania to include operations in seven other states.  

 

Beginning in 2010, and completed in 2014, we pursued a portfolio rationalization strategy to focus our operations in areas where we have critical mass and economic growth potential and to divest operations where limited customer growth opportunities exist, or where we are unable to achieve favorable operating results or a return on equity that we consider acceptableIn 2014, we sold our operation in Georgia;  in 2013, we sold our operations in Florida;  in  2012, we sold our operations in Maine and New York;  in 2011, we sold our operations in Missouri;  and in 2010, we sold our operations in South Carolina.  In connection with the sale of our New York and Missouri operations, we acquired additional utility systems (and customers) in Ohio and Texas, two of the larger states in our portfolio.  One of our operations sold in Florida, which was completed in March 2013, and represented approximately 8% of our customers served in Florida, remains subject to customary regulatory review, for which we expect to receive the regulator’s decision by midyear 2014.  If the regulator does not approve this sale, the purchase price would be refunded and the assets sold would revert back to the Company.        

 

In January 2008, we reached a settlement agreement with the City of Fort Wayne, Indiana, (the “City”) to transition the northern portion of the utility system of one of the Company’s operating subsidiaries in Indiana (the “Northern Assets”), upon receipt of the City’s initial valuation payment of $16,911.  The settlement agreement specifically stated that the final valuation of the Northern Assets will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation.  In February 2008, we turned over the Northern Assets to the City upon receipt of the initial valuation payment.  The proceeds received by the Company are in excess of the book value of the assets relinquished.  No gain has been recognized due to the contingency over the final valuation of the assets.  In December 2012, the Fort Wayne City Council considered an ordinance that sought to declare it a “public convenience and necessity” to acquire certain of our water utility assets located in the southwest section of the City and in Allen County (the “Southern Assets”), and if negotiations with Fort Wayne officials were to fail, to condemn the Southern

27

 


 

Table of Contents

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)

 

Assets.  In July 2013, we signed a letter of intent with the City,  which among other items, addresses many of the terms by which the City will purchase our Southern Assets, will resolve the litigation between us and the City with respect to the valuation of the former Northern Assets, and will establish the terms by which our Indiana operating subsidiary will treat wastewater sent to it by the City.  The letter of intent states that the City agrees to pay us $50,100 for the Northern Assets and Southern Assets in addition to the $16,911 paid to us by the City in 2008 as an initial valuation payment for the Northern Assets (for a total payment of $67,011).  The letter of intent is conditioned on our Board of Directors and City Council approving the final terms of the possible transaction, and the Company and the City entering into several definitive agreements that cover the subject matter of the letter of intent.  On February 27, 2014, the Company’s Board of Directors authorized management to enter into agreements with the City on terms and conditions that are consistent with the July 2, 2013 letter of intent, for among other items, the sale of the Company’s Northern Assets and Southern Assets to the City.  Further, the completion of the transaction is subject to regulatory requirements and approval.  If this transaction is consummated, the Company will expand its sewer customer base by accepting new wastewater from the City.  The completion of the transaction is not expected to close until the fourth quarter of 2014.  We continue to evaluate our legal and operational options on an ongoing basis. 

 

We have accounted for sales of our operations in Georgia and Florida, and planned disposition of our Southern Assets in Indiana as discontinued operations. 

 

In 2011, one of our subsidiaries entered into a joint venture with a firm that operates natural gas pipelines and processing plants for the construction and operation of a private pipeline system to supply raw water to natural gas well drilling operations in Pennsylvania.  The operation of the private pipeline system commenced in the second quarter of 2012 and marks an expansion of our growth venture in serving the raw water needs of firms in the natural gas drilling industry. 

 

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes.

 

Financial Condition

 

During the first three months of 2014, we had $59,819 of capital expenditures, issued $73,192 of long-term debt, and repaid debt and made sinking fund contributions and other loan repayments of $31,874. The capital expenditures were related to improvements to treatment plants, new and rehabilitated water mains, tanks, hydrants, and service lines, well and booster improvements, and other enhancements and improvements.  The issuance of $73,192 of long-term debt was comprised principally of the funds borrowed under our revolving credit facility of $72,000.         

 

At March 31, 2014 we had $17,508 of cash and cash equivalents compared to $5,058 at December 31, 2013During the first three months of 2014, we used the proceeds from the issuance of long-term debt, internally generated funds, the sale of certain water and wastewater

28

 


 

Table of Contents

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)

 

utility systems, the sale of other assets, and the sale or issuance of common stock through our equity compensation plan, to fund the cash requirements discussed above and to pay dividends.   

 

At March 31, 2014, our $150,000 unsecured revolving credit facility, which expires in March 2017, had $53,434 available for borrowingAt March 31, 2014, we had short-term lines of credit of $160,500, of which $132,587 was available for borrowing.    One of our short-term lines of credit is an Aqua Pennsylvania $100,000 364-day unsecured revolving credit facility with three banks, which is used to provide working capital, and as of March 31, 2014, $77,328 was available for borrowing

 

Our short-term lines of credit of $160,500 are subject to renewal on an annual basis.  Although we believe we will be able to renew these facilities, there is no assurance that they will be renewed, or what the terms of any such renewal will be.     

 

The Company’s consolidated balance sheet historically has had a negative working capital position whereby routinely our current liabilities exceed our current assets.  Management believes that internally generated funds along with existing credit facilities and the proceeds from the issuance of long-term debt will be adequate to provide sufficient working capital to maintain normal operations and to meet our financing requirements for at least the next twelve months. 

 

On June 7, 2012, the Company’s Pennsylvania operating subsidiary, Aqua Pennsylvania, reached a settlement agreement in its rate filing with the Pennsylvania Public Utility Commission, which in addition to a water rate increase, provided for the flow-through accounting treatment of certain income tax benefits upon Aqua Pennsylvania changing its tax accounting method to permit the expensing of certain utility asset improvement costs that have historically been capitalized and depreciated for book and tax purposes (the “Repair Change”).  In December 2012, Aqua Pennsylvania implemented the Repair ChangeDuring the third quarter of 2013, we recorded additional tax deductions for certain qualifying infrastructure improvements in connection with the preparation of our annual tax return filings, which resulted in both additional recognized and unrecognized tax benefits.  As a result of the adoption of the Repair Change prior to the receipt of Aqua Pennsylvania’s next rate order,  the Repair Change results in a substantial reduction in income tax expense and greater net income and cash flow, and as a result allowed the Company to suspend its Distribution System Improvement Charges (“DSIC”) in 2013 and lengthen the amount of time until the next Aqua Pennsylvania rate case is filed.  A portion of the additional tax deductions recognized in the third quarter of 2013 relate to a change in our tax method of accounting for certain qualifying utility system repairs in certain other operating divisions.  These divisions currently do not employ a flow-through method of accounting and as such the change in the Company’s tax method of accounting in these other operating divisions had no impact on our effective income tax rate.

 

29

 


 

Table of Contents

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)

 

Results of Operations 

 

Analysis of First Quarter of 2014 Compared to First Quarter of 2013 

 

Unless specifically noted, the following discussion of the Company’s results of operations for the first quarter of 2014 refers to the Company’s results of operations from continuing operations. 

 

Revenues increased by $4,120  or  2.3% primarily due to increased water and wastewater rates of $1,401,  an increase in customer water consumption, and additional water and wastewater revenues of $645 associated with a larger customer base due to acquisitions.    

    

Operations and maintenance expenses increased by $3,892 or 5.7% primarily due to additional operating costs of $2,216 associated with severe winter weather conditions experienced in many of our service territories,  the effect of the favorable recognition in the first quarter of 2013 of a legal settlement received of $871, and operating costs associated with acquired utility systems of $292.     

 

Depreciation expense increased by $1,936 or 6.7%  due to the utility plant placed in service since March 31, 2013

 

Taxes other than income taxes decreased by $1,296 or 9.7% primarily due to a decrease in property taxes of $1,619 associated with a reduction in the property tax rate assessed for our Ohio subsidiary.    

 

Allowance for funds used during construction (“AFUDC”) increased by $615 primarily due to the usage of equity funds in the capitalization rate, which are a component of the AFUDC rate.  

 

Our effective income tax rate was 10.9% in the first quarter of 2014 and 14.2% in the first quarter of 2013.   The effective income tax rate decreased due to an increase in Repair Change tax deductions in the first quarter of 2014 as compared to the first quarter of 2013.    The repair change reduced the Company’s first quarter 2014 and 2013 income tax expense due to the flow-through treatment afforded by the Pennsylvania Public Utility Commission’s June 2012 rate order, thereby increasing net income.     

 

Income from continuing operations increased by $1,537 or 3.8%, primarily as a result of the factors described above.  On a diluted per share basis, income from continuing operations increased by $0.01, reflecting the change in income from continuing operations and a 0.7% 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 sold or issued through our equity compensation plan  

 

Income from discontinued operations decreased by $5,243 primarily as a result of the effect of the recognition in the first quarter of 2013 of the gain on sale of certain of our Florida operations net of income taxes of $4,193 

 

30

 


 

Table of Contents

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 attributable to common shareholders decreased by $3,706 or 8.0% primarily as a result of the factors described above.  On a diluted per share basis, earnings decreased by $0.02 reflecting the change in net income attributable to common shareholders and a 0.7% 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 sold or issued through our equity compensation plan  

 

Impact of Recent Accounting Pronouncements 

 

We describe the impact of recent accounting pronouncements in Note 15,  Recent Accounting Pronouncements, of the consolidated financial statements in this report.   

  

 

31

 


 

Table of Contents 

 

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, 2013.  Refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 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 effective such 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 Securities and Exchange Commission’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 various legal proceedings in which we are involved.  Although the results of legal proceedings cannot be predicted with certainty, there are no pending legal proceedings, other than as set forth below, to which we or any of our subsidiaries is a party or to which any of our properties is the subject that we believe are material or are expected to have a material adverse effect on our financial position, results of operations or cash flows.  Dollar amounts disclosed is this section, Item 1. Legal Proceedings are presented in whole dollars, not thousands of dollars. 

 

The City of Fort Wayne, Indiana (the “City”) authorized the acquisition by eminent domain of the northern portion of the utility system of one of the Company’s

32 

 


 

Table of Contents 

 

operating subsidiaries in Indiana (the “Northern Assets”).  In January 2008, we reached a settlement with the City to transition the Northern Assets in February 2008 upon receipt of the City’s initial valuation payment of $16,910,500.  The settlement agreement specifically stated that the final valuation of the Northern Assets will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation.  On February 12, 2008, we turned over the Northern Assets to the City upon receipt of the initial valuation payment.  The proceeds received by the Company are in excess of the book value of the assets relinquished.  No gain has been recognized due to the contingency over the final valuation of the assets.  The net book value of the Northern Assets has been removed from the consolidated balance sheet and the difference between the net book value and the initial payment received has been deferred and is recorded in other accrued liabilities on the Company’s consolidated balance sheet.  Once the contingency is resolved and the asset valuation is finalized, through the finalization of the litigation between the Company and the City the amounts deferred will be recognized in the Company’s consolidated income statement.  On March 16, 2009, oral argument was held before the Allen County Circuit Court on certain procedural aspects with respect to the valuation evidence that may be presented and whether we are entitled to a jury trial.  On October 12, 2010, the Wells County Indiana Circuit Court ruled that the Company is not entitled to a jury trial, and that the Wells County judge should review the City of Fort Wayne Board of Public Works’ assessment based upon a “capricious, arbitrary or an abuse of discretion” standard.  The Company appealed the Wells County Indiana Circuit Court’s decision to the Indiana Court of Appeals.  On January 13, 2012, the Indiana Court of Appeals reached a decision upholding the Wells County Indiana Circuit Court decision.  On February 10, 2012, the Company filed a petition for transfer requesting that the Indiana Supreme Court review the matter.  On April 11, 2013, the Indiana Supreme Court ruled that the statute at issue gives the Company the right to a full evidentiary hearing before a jury regarding the value of the assets and remanded the case to the trial court for a proceeding consistent with that rulingThe Company continues to evaluate its legal options with respect to this decision.  Depending upon the outcome of all of the legal proceedings, including the planned transaction below, which would resolve this litigation, the Company may be required to refund a portion of the initial valuation payment, or may receive additional proceeds. 

 

In addition, in December 2012, the Fort Wayne City Council considered an ordinance that sought to declare it a “public convenience and necessity” to acquire certain of the Company’s water utility system assets located in the southwest section of the City and in Allen County (the “Southern Assets”) and, if negotiations with Fort Wayne officials were to fail, to condemn the Southern Assets.  The first public hearing on the ordinance was held on January 22, 2013 and a subsequent hearing scheduled for February 5, 2013 was not held due to ongoing settlement discussions between the parties.  On July 2, 2013, the Company’s operating subsidiary and the City signed a letter of intent, which among other items, addresses many of the terms by which the City will purchase the Company’s Southern Assets, which will resolve the litigation between the Company and the City with respect to the Northern Assets, and will establish the terms by which the Company will treat wastewater sent to it by the City. 

33 

 


 

Table of Contents 

 

The letter of intent states that the City agrees to pay the Company $50,100,000 for the Northern Assets and Southern Assets in addition to the $16,910,500 paid to the Company by the City in 2008 as an initial valuation payment for the Northern Assets (for a total cost of $67,010,500).  The letter of intent is conditioned on the Company’s Board of Directors and City Council approving the final terms of the possible transaction, and the Company and the City entering into several definitive agreements that cover the subject matter of the letter of intent.  On February 27, 2014, the Company’s Board of Directors authorized management to enter into agreements with the City on terms and conditions that are consistent with the July 2, 2013 letter of intent, for among other items, the sale of the Company’s Northern Assets and Southern Assets to the City.  Further, the completion of the transaction is subject to regulatory requirements and approval.  If this transaction is consummated, the Company will expand its sewer customer based by accepting new wastewater from the City.  The completion of the transaction is not expected to close until the fourth quarter of 2014.  The Company continues to evaluate its legal and operational options on an ongoing basis

 

One of the Company’s subsidiaries, South Haven Sewer Works, acquired in 2008, has been operating under a Consent Decree with the United States Environmental Protection Agency (“EPA”) and the United States Department of Justice (“Department of Justice”) entered into in 2003 while under ownership of a previous owner.  Although substantial improvements to the system have been made to significantly reduce the number of sanitary sewer overflows at the sewer system since the Company’s acquisition of the subsidiary, the EPA and Department of Justice proposed  revisions to the Consent Decree to address purported sanitary sewer overflow violations since the date of the original Consent Decree.  On April 15, 2013, the Company’s subsidiary, the EPA, and the Department of Justice submitted a proposed modification of the Consent Decree for approval by the Northern District of Indiana U.S. District Court.  The Court entered the modification on April 25, 2013.  The modification includes the provision of operational compliance and implementation of a Capacity, Management, Operations, and Maintenance program for one year and an agreed civil penalty in the amount of $254,250, which was paid by the Company in May 2013.  The Company had withheld payment of a certain amount of shares payable to the sellers as a contingent indemnification offset related to the proceedings.  Pursuant to further agreement with the sellers, the Company retained a portion of those shares in an amount covering the stipulated penalty amounts and anticipated attendant costs, and released a certain number of shares to the sellers.  The Company intends to release a final designated amount of shares to the seller that were withheld to cover contingent increases in the absence of such contingent increases.  

 

 

Item 1A.          Risk Factors 

 

There have been no material changes to the risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 under “Part 1, Item 1A – Risk Factors.” 

34 

 


 

Table of Contents 

 

 

  

 

Item 2.             Unregistered Sales of Equity Securities and Use of Proceeds 

 

The following table summarizes the Company’s purchases of its common stock for the quarter ended March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

 

 

 

 

 

 

 

January 1-31, 2014

 

7,409 

 

$

23.45 

 

 -

 

685,348 

 

February 1-28, 2014

 

72,552 

 

$

24.78 

 

 -

 

685,348 

 

March 1-31, 2014

 

 -

 

$

 -

 

 -

 

685,348 

 

Total

 

79,961 

 

$

24.65 

 

 -

 

685,348 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

These amounts consist of the following:  (a) shares we acquired from employees associated with the withholding of shares to pay certain withholding taxes upon the vesting of performance share and restricted stock units;  and (b) shares we acquired from 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  shares of our 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.  These features of our equity compensation plans are available to all employees who receive stock-based compensation under the plans.  We acquired these shares at their fair market value, as determined by reference to the closing price of our common stock on the day of vesting of the restricted stock awards or on the day prior to the option exercise.   

 

(2)

On October 4, 2013, our Board of Directors approved a resolution authorizing the purchase of up to 685,348 shares.  This authorization renewed the number of shares that had remained, when affected for stock splits, from an existing buy-back authorization from 1997.  The program has no fixed expiration date. 

 

35 

 


 

Table of Contents 

 

 

 

Item 6.             Exhibits  

 

The information required by this Item is set forth in the Exhibit Index hereto which is incorporated herein by reference.

 

 

 

36 

 


 

Table of Contents

 

 

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. 

 

 

 

 

 

 

May 8, 2014 

 

 

 

 

 

 

 

 

        Aqua America, Inc.                  

 

 

 

Registrant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        /s/Nicholas DeBenedictis            

 

 

 

Nicholas DeBenedictis

 

 

 

Chairman, President and

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        /s/David P. Smeltzer                   

 

 

 

David P. Smeltzer

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer 

 

 

  

 

 

37

 


 

Table of Contents

 

EXHIBIT INDEX 

 

 

 

 

 

 

 

Exhibit No. 

 

 

Description

10.47

Form of Performance Share Unit Grant Agreement for Executive Officers and Senior Officers

10.48

Form of Performance Share Unit Grant Agreement for Managers

10.49

Form of Restricted Stock Unit Grant Agreement for Executive Officers and Senior Officers

10.50

Form of Restricted Stock Unit Grant Agreement for Managers

10.51

Form of Performance Share Unit Grant Agreement for Chief Executive Officer

10.52

Form of Restricted Stock Unit Grant Agreement for Chief Executive Officer

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 to 18 U.S.C. Section 1350.

32.2 

Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRES

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

  

 

 

38