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Essential Utilities, Inc. - Quarter Report: 2015 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, 2015 

 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, 2015:  177,069,727

  

 


 

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, 2015 and December 31, 2014 

 

 

Consolidated Statements of Net Income (unaudited) -
Three Months Ended March 31, 2015 and 2014
 

 

 

Consolidated Statements of Comprehensive Income (unaudited) –
Three Months Ended March 31, 2015 and 2014
 

 

 

Consolidated Statements of Capitalization (unaudited) –
March 31, 2015 and December 31, 2014
 

 

 

Consolidated Statement of Equity (unaudited) –
Three Months Ended March 31, 2015
 

 

 

Consolidated Statements of Cash Flow (unaudited) –
Three Months Ended March 31, 2015 and 2014
 

 

 

Notes to Consolidated Financial Statements (unaudited) 

 

 

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

24 

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk 

29 

 

 

Item 4.  Controls and Procedures 

29 

 

Part II – Other Information 

 

 

Item 1.  Legal Proceedings 

29 

 

 

Item 1A.  Risk Factors 

29 

 

 

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

30 

 

 

Item 6.  Exhibits 

30 

 

 

Signatures 

31 

 

 

Exhibit Index 

32 

 

 

 

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

 

2015

 

2014

Property, plant and equipment, at cost

 

$

5,764,467 

 

$

5,707,017 

Less: accumulated depreciation

 

 

1,331,323 

 

 

1,305,027 

Net property, plant and equipment

 

 

4,433,144 

 

 

4,401,990 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

 

9,274 

 

 

4,138 

Accounts receivable and unbilled revenues, net

 

 

95,405 

 

 

96,999 

Deferred income taxes

 

 

35,202 

 

 

26,849 

Inventory, materials and supplies

 

 

12,591 

 

 

12,788 

Prepayments and other current assets

 

 

11,753 

 

 

11,748 

Total current assets

 

 

164,225 

 

 

152,522 

 

 

 

 

 

 

 

Regulatory assets

 

 

748,911 

 

 

725,591 

Deferred charges and other assets, net

 

 

54,864 

 

 

52,084 

Investment in joint venture

 

 

42,619 

 

 

43,334 

Funds restricted for construction activity

 

 

15 

 

 

47 

Goodwill

 

 

33,954 

 

 

31,184 

Total assets

 

$

5,477,732 

 

$

5,406,752 

Liabilities and Equity

 

 

 

 

 

 

Aqua America stockholders' equity:

 

 

 

 

 

 

Common stock at $.50 par value, authorized 300,000,000 shares, issued 179,041,925 and 178,591,254 as of March 31, 2015 and December 31, 2014

 

$

89,521 

 

$

89,296 

Capital in excess of par value

 

 

763,259 

 

 

758,145 

Retained earnings

 

 

869,203 

 

 

849,952 

Treasury stock, at cost, 1,978,968 and 1,837,984 shares as of March 31, 2015 and December 31, 2014

 

 

(46,592)

 

 

(42,838)

Accumulated other comprehensive income

 

 

863 

 

 

788 

Total Aqua America stockholders' equity

 

 

1,676,254 

 

 

1,655,343 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

40 

 

 

40 

Total equity

 

 

1,676,294 

 

 

1,655,383 

 

 

 

 

 

 

 

Long-term debt, excluding current portion

 

 

1,594,980 

 

 

1,560,655 

Commitments and contingencies (See Note 13)

 

 

 -

 

 

 -

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of long-term debt

 

 

47,042 

 

 

58,615 

Loans payable

 

 

33,062 

 

 

18,398 

Accounts payable

 

 

34,717 

 

 

63,035 

Accrued interest

 

 

20,477 

 

 

12,437 

Accrued taxes

 

 

31,653 

 

 

31,462 

Other accrued liabilities

 

 

38,168 

 

 

41,388 

Total current liabilities

 

 

205,119 

 

 

225,335 

 

 

 

 

 

 

 

Deferred credits and other liabilities:

 

 

 

 

 

 

Deferred income taxes and investment tax credits

 

 

1,041,418 

 

 

1,000,791 

Customers' advances for construction

 

 

75,833 

 

 

78,301 

Regulatory liabilities

 

 

273,873 

 

 

278,317 

Other

 

 

106,279 

 

 

109,692 

Total deferred credits and other liabilities

 

 

1,497,403 

 

 

1,467,101 

 

 

 

 

 

 

 

Contributions in aid of construction

 

 

503,936 

 

 

498,278 

Total liabilities and equity

 

$

5,477,732 

 

$

5,406,752 

 

 

 

 

 

 

 

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,

 

 

2015

 

2014

 

 

 

 

 

 

 

Operating revenues

 

$

190,326 

 

$

182,672 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Operations and maintenance

 

 

73,189 

 

 

71,686 

Depreciation

 

 

30,500 

 

 

30,981 

Amortization

 

 

849 

 

 

1,133 

Taxes other than income taxes

 

 

14,621 

 

 

12,102 

Total operating expenses

 

 

119,159 

 

 

115,902 

 

 

 

 

 

 

 

Operating income

 

 

71,167 

 

 

66,770 

 

 

 

 

 

 

 

Other expense (income):

 

 

 

 

 

 

Interest expense, net

 

 

18,665 

 

 

19,310 

Allowance for funds used during construction

 

 

(1,182)

 

 

(1,167)

(Gain) loss on sale of other assets

 

 

(169)

 

 

348 

Equity loss in joint venture

 

 

714 

 

 

686 

Income from continuing operations before income taxes

 

 

53,139 

 

 

47,593 

Provision for income taxes

 

 

4,594 

 

 

5,192 

Income from continuing operations

 

 

48,545 

 

 

42,401 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

Income from discontinued operations before income taxes

 

 

 -

 

 

772 

Provision for income taxes

 

 

 -

 

 

314 

Income from discontinued operations

 

 

 -

 

 

458 

Net income attributable to common shareholders

 

$

48,545 

 

$

42,859 

 

 

 

 

 

 

 

Income from continuing operations per share:

 

 

 

 

 

 

Basic

 

$

0.27 

 

$

0.24 

Diluted

 

$

0.27 

 

$

0.24 

 

 

 

 

 

 

 

Income from discontinued operations per share:

 

 

 

 

 

 

Basic

 

$

 -

 

$

0.00 

Diluted

 

$

 -

 

$

0.00 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

Basic

 

$

0.27 

 

$

0.24 

Diluted

 

$

0.27 

 

$

0.24 

 

 

 

 

 

 

 

Average common shares outstanding during the period:

 

 

 

 

 

 

Basic

 

 

176,888 

 

 

176,839 

Diluted

 

 

177,792 

 

 

177,810 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.165 

 

$

0.152 

 

 

 

 

 

 

 

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,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

48,545 

 

$

42,859 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

Unrealized holding gain on investments, net of tax expense of $41 and $38 for the three months ended March 31, 2015 and 2014, respectively

 

 

75 

 

 

72 

 

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

 

$

48,620 

 

$

43,180 

 

 

 

 

 

 

 

 

 

(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,

 

 

 

2015

 

2014

Aqua America stockholders' equity:

 

 

 

 

 

 

 

    Common stock, $.50 par value

 

 

$

89,521 

 

$

89,296 

    Capital in excess of par value

 

 

 

763,259 

 

 

758,145 

    Retained earnings

 

 

 

869,203 

 

 

849,952 

    Treasury stock, at cost

 

 

 

(46,592)

 

 

(42,838)

    Accumulated other comprehensive income

 

 

863 

 

 

788 

Total Aqua America stockholders' equity

 

 

 

1,676,254 

 

 

1,655,343 

 

 

 

 

 

 

 

 

Noncontrolling interest

 

 

 

40 

 

 

40 

 

 

 

 

 

 

 

 

Total equity

 

 

 

1,676,294 

 

 

1,655,383 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

Interest Rate Range

Maturity Date Range

 

 

 

 

 

 

0.00% to  0.99%

2023 to 2033

 

 

5,587 

 

 

5,653 

1.00% to  1.99%

2016 to 2035

 

 

25,681 

 

 

24,871 

2.00% to  2.99%

2024 to 2031

 

 

15,641 

 

 

15,578 

3.00% to  3.99%

2016 to 2047

 

 

190,271 

 

 

190,875 

4.00% to  4.99%

2020 to 2054

 

 

484,084 

 

 

484,168 

5.00% to  5.99%

2015 to 2043

 

 

241,991 

 

 

242,102 

6.00% to  6.99%

2015 to 2036

 

 

64,949 

 

 

64,944 

7.00% to  7.99%

2022 to 2027

 

 

34,261 

 

 

34,424 

8.00% to  8.99%

2021 to 2025

 

 

18,809 

 

 

18,907 

9.00% to  9.99%

2018 to 2026

 

 

27,800 

 

 

27,800 

10.00% to 10.99%

2018

 

 

6,000 

 

 

6,000 

 

 

 

 

1,115,074 

 

 

1,115,322 

 

 

 

 

 

 

 

 

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

 

 

113,000 

 

 

72,000 

Unsecured notes payable:

 

 

 

 

 

 

 

Bank note at 1.921% due 2017

 

 

 

50,000 

 

 

50,000 

Notes at 3.57% due 2027

 

 

 

50,000 

 

 

50,000 

Notes ranging from 4.62% to 4.87%, due 2016 through 2024

 

 

144,400 

 

 

144,400 

Notes ranging from 5.20% to 5.95%, due 2016 through 2037

 

 

169,548 

 

 

187,548 

Total long-term debt

 

 

 

1,642,022 

 

 

1,619,270 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

 

 

47,042 

 

 

58,615 

Long-term debt, excluding current portion

 

 

1,594,980 

 

 

1,560,655 

Total capitalization

 

 

$

3,271,274 

 

$

3,216,038 

 

 

 

 

 

 

 

 

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, 2014

 

$

89,296 

 

$

758,145 

 

$

849,952 

 

$

(42,838)

 

$

788 

 

$

40 

 

$

1,655,383 

Net income

 

 

 -

 

 

 -

 

 

48,545 

 

 

 -

 

 

 -

 

 

 -

 

 

48,545 

Other comprehensive income, net of income tax of $41

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

75 

 

 

 -

 

 

75 

Dividends

 

 

 -

 

 

 -

 

 

(29,176)

 

 

 -

 

 

 -

 

 

 -

 

 

(29,176)

Repurchase of stock (140,984 shares)         

 

 

 -

 

 

 -

 

 

 -

 

 

(3,754)

 

 

 -

 

 

 -

 

 

(3,754)

Equity compensation plan (280,401 shares)

 

 

140 

 

 

(140)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

Exercise of stock options (170,270 shares)

 

 

85 

 

 

2,767 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

2,852 

Stock-based compensation

 

 

 -

 

 

1,341 

 

 

(118)

 

 

 -

 

 

 -

 

 

 -

 

 

1,223 

Employee stock plan tax benefits

 

 

 -

 

 

1,409 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1,409 

Other  

 

 

 -

 

 

(263)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(263)

Balance at March 31, 2015

 

$

89,521 

 

$

763,259 

 

$

869,203 

 

$

(46,592)

 

$

863 

 

$

40 

 

$

1,676,294 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

2015

 

2014

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

48,545 

 

$

42,859 

Income from discontinued operations

 

 

 -

 

 

458 

Income from continuing operations

 

 

48,545 

 

 

42,401 

Adjustments to reconcile income from continuing operations

 

 

 

 

 

 

to net cash flows from operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

31,349 

 

 

32,114 

Deferred income taxes

 

 

2,688 

 

 

3,692 

Provision for doubtful accounts

 

 

936 

 

 

1,508 

Stock-based compensation

 

 

1,341 

 

 

1,331 

(Gain) loss on sale of other assets

 

 

(169)

 

 

348 

Net change in receivables, inventory and prepayments

 

 

191 

 

 

3,644 

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

 

 

11,460 

 

 

13,269 

Other

 

 

(6,321)

 

 

(7,833)

Operating cash flows from continuing operations

 

 

90,020 

 

 

90,474 

Operating cash flows used in discontinued operations, net

 

 

 -

 

 

(545)

Net cash flows from operating activities

 

 

90,020 

 

 

89,929 

Cash flows from investing activities:

 

 

 

 

 

 

Property, plant and equipment additions, including the debt component of allowance for funds used during construction of $296 and $367

 

 

(70,284)

 

 

(59,819)

Acquisitions of utility systems and other, net

 

 

(788)

 

 

(4,045)

Release of funds previously restricted for construction activity

 

 

32 

 

 

 -

Net proceeds from the sale of utility system and other assets

 

 

232 

 

 

133 

Other

 

 

(1,180)

 

 

(91)

Investing cash flows used in continuing operations

 

 

(71,988)

 

 

(63,822)

Investing cash flows from discontinued operations, net

 

 

 -

 

 

39 

Net cash flows used in investing activities

 

 

(71,988)

 

 

(63,783)

Cash flows from financing activities:

 

 

 

 

 

 

Customers' advances and contributions in aid of construction

 

 

1,193 

 

 

1,142 

Repayments of customers' advances

 

 

(1,040)

 

 

(234)

Net proceeds (repayments) of short-term debt

 

 

14,664 

 

 

(8,827)

Proceeds from long-term debt

 

 

52,629 

 

 

73,192 

Repayments of long-term debt

 

 

(29,800)

 

 

(31,874)

Change in cash overdraft position

 

 

(21,431)

 

 

(21,753)

Proceeds from exercised stock options

 

 

2,852 

 

 

2,757 

Stock-based compensation windfall tax benefits

 

 

1,230 

 

 

964 

Repurchase of common stock

 

 

(3,754)

 

 

(1,973)

Dividends paid on common stock

 

 

(29,176)

 

 

(26,873)

Other

 

 

(263)

 

 

(181)

Financing cash flows used in continuing operations

 

 

(12,896)

 

 

(13,660)

Financing cash flows used in discontinued operations, net

 

 

 -

 

 

(36)

Net cash flows used in financing activities

 

 

(12,896)

 

 

(13,696)

Net change in cash and cash equivalents

 

 

5,136 

 

 

12,450 

Cash and cash equivalents at beginning of period

 

 

4,138 

 

 

5,058 

Cash and cash equivalents at end of period

 

$

9,274 

 

$

17,508 

 

Non-cash investing activity:

Property, plant and equipment additions purchased at the period end, but not yet paid for

 

$

20,158 

 

$

18,550 

 

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

 

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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, 2015, the consolidated statements of net income and comprehensive income for the three months ended March 31, 2015 and 2014, the consolidated statements of cash flow for the three months ended March 31, 2015 and 2014, and the consolidated statement of equity for the three months ended March 31, 2015 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, 2014.  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, 2014 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2014 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements. 

 

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, 2014

 

$

24,564 

 

$

6,620 

 

$

31,184 

Goodwill acquired

 

 

 -

 

 

12 

 

 

12 

Reclassifications (to) from utility plant acquisition adjustment, net

 

 

2,758 

 

 

 -

 

 

2,758 

Balance at March 31, 2015

 

$

27,322 

 

$

6,632 

 

$

33,954 

 

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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 December 2014, the Company acquired the water utility system assets of Lake Mohawk and Lake Tomahawk utilities located in Northeastern Ohio serving approximately 1,250 customers.  The total purchase price consisted of $1,770 in cash.    

 

In December 2014, the Company acquired a non-regulated business that specializes in providing water distribution system services to prevent the contamination of potable water, including training to waterworks operators.  The total purchase price consisted of $1,800, of which $700 was paid in the first quarter of 2015. 

 

In September 2014, the Company acquired the water and wastewater utility system assets of Texas H2O, Inc. located in Mansfield, Texas serving approximately 1,100 customers.  The total purchase price consisted of $2,796 in cash.

 

In September 2014, the Company acquired the water utility system assets of Lake Caroline Water Co. located in Caroline County, Virginia serving approximately 1,040 customers.  The total purchase price consisted of $1,377 in cash.

 

In August 2014, the Company acquired a non-regulated business that specializes in the inspection, cleaning and repair of storm and sanitary sewer lines.  The total purchase price consisted of $3,010, of which a total of $810 is contingent upon satisfying certain annual performance targets over a three-year period.     

 

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 $22,000.  On April 1, 2015, the Illinois Commerce Commission approved this transaction, and on April 30, 2015, we completed this acquisition.  As of the date of issuance of the financial statements, the initial accounting of the purchase price allocation for this acquisition is incomplete.  

 

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.

 

Note 4 –  Discontinued Operations 

 

In December 2014, we completed the sale of our water utility system in southwest Allen County, Indiana to the City of Fort Wayne, Indiana.  The completion of this sale settled the dispute concerning the City of Fort Wayne’s valuation of the northern portion of our water and wastewater utility systems, which were

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

acquired by the City of Fort Wayne in February 2008, by eminent domain.  In addition, as a result of this transaction, Aqua Indiana will expand its sewer customer base by accepting new wastewater flows from the City of Fort Wayne.

 

In March 2014, we completed the sale of our wastewater treatment facility in Georgia.

 

The operating results and cash flows of the Company’s operations named above, during the periods owned, have been presented in the Company’s consolidated statements of net income and consolidated statements of cash flow 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

 

Operating revenues

 

$

1,579 

 

Total operating expenses

 

 

673 

 

Operating income

 

 

906 

 

Other expense:

 

 

 

 

Loss on sale

 

 

134 

 

Income from discontinued operations before income taxes

 

 

772 

 

Provision for income taxes

 

 

314 

 

Income from discontinued operations

 

$

458 

 

 

 

 

 

 

As of March 31, 2015 and December 31, 2014, there were no assets or liabilities associated with the Company’s discontinued operations.

 

 

]

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Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

Note 5 – Capitalization 

 

In February 2015, the Company renewed its universal shelf registration, which had expired in February 2015, through a filing with the Securities and Exchange Commission (“SEC”) to allow for the potential future sale by the Company, from time to time, in one or more public offerings, of an indeterminate amount of our common stock, preferred stock, debt securities and other securities specified therein at indeterminate prices.

 

In February 2015, the Company filed a registration statement with the SEC to update an existing filing which permits the offering, from time to time, of an aggregate of $500,000 in shares of common stock and shares of preferred stock in connection with acquisitions.  The form and terms of any securities issued under these shelf registration statements will be determined at the time of issuance.         

 

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 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, 2015

 

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, 2015 and December 31,

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

2014, the carrying amount of the Company’s funds restricted for construction activity was $15 and $47, respectively, which equates to their estimated fair value.  As of March 31, 2015 and December 31, 2014, the carrying amount of the Company’s loans payable was $33,062 and $18,398, 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, 2015 and December 31, 2014, the carrying amounts of the Company's cash and cash equivalents was $9,274 and $4,138, respectively, which equates to their fair value.   

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2015

 

2014

Carrying Amount

 

$

1,642,022 

 

$

1,619,270 

Estimated Fair Value

 

 

1,682,623 

 

 

1,694,424 

 

 

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 $75,833 as of March 31, 2015, and $78,301 as of December 31, 2014.  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 2025 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.

12


 

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

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 treasury stock method assumes that the proceeds from the exercise of stock options are used to purchase the Company’s common stock at the average market price during the period.  The following table summarizes the shares, in thousands, used in computing basic and diluted net income per common share: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

Average common shares outstanding during the period for basic computation

 

176,888 

 

176,839 

 

Dilutive effect of employee stock-based compensation

 

904 

 

971 

 

Average common shares outstanding during the period for diluted computation

 

177,792 

 

177,810 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2015 and 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 exercise the stock options was less 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, as amended as of February 27, 2014, (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 3,125,000 shares under the 2009 Plan may be issued pursuant to stock awards, stock units and other stock-based awards, subject to adjustment as provided in the 2009 PlanDuring any calendar year, no individual may be granted (i) stock options and stock appreciation rights under the 2009 Plan for more than 500,000 shares of Company stock in the aggregate or (ii) stock awards, stock units or other stock-based awards under the 2009 Plan for more than 500,000 shares of Company stock in the aggregate, subject to adjustment as provided in the 2009 Plan.  Awards under the 2009 Plan are made by a committee of the Board of Directors of the Company, or in the case of awards to non-employee directors, by the Board of Directors of the Company.  At March 31, 2015,  4,252,788 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

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

specified in the grant, subject to 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 PSUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

Stock-based compensation within operations and maintenance expenses

 

$

1,078 

 

$

1,002 

 

Income tax benefit

 

 

439 

 

 

410 

 

 

The following table summarizes nonvested PSU transactions for the three months ended March 31, 2015:   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

of

 

Average

 

 

 

Share Units

 

Fair Value

 

 

 

 

 

 

 

Nonvested share units at beginning of period

 

 

582,644 

 

$

22.98 

Granted

 

 

123,820 

 

 

26.54 

Performance criteria adjustment

 

 

5,114 

 

 

25.59 

Forfeited

 

 

(3,713)

 

 

25.69 

Share units vested

 

 

(34,500)

 

 

26.88 

Share units issued

 

 

(217,014)

 

 

18.49 

Nonvested share units at end of period

 

 

456,351 

 

$

25.79 

 

 

 

 

 

 

 

 

 

 

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, which assesses probabilities of various outcomes of market conditions.  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, 2015 and 2014 was $26.54 and $25.31, 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 separate 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.   

 

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

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Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

will be minimal, and recognizes forfeitures as they occur, which results in a reduction in compensation expense.  As the payout of the RSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the RSUs.  The following table provides compensation costs for stock-based compensation related to RSUs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

Stock-based compensation within operations and maintenance expenses

 

$

263 

 

$

236 

 

Income tax benefit

 

 

109 

 

 

98 

 

 

 

The following table summarizes nonvested RSU transactions for the three months ended March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

of

 

Average

 

 

 

Stock Units

 

Fair Value

 

 

 

 

 

 

 

Nonvested stock units at beginning of period

 

 

122,565 

 

$

22.29 

Granted

 

 

37,650 

 

 

26.26 

Stock units vested but not paid

 

 

11,500 

 

 

17.99 

Stock units vested and paid

 

 

(63,387)

 

 

19.44 

Forfeited

 

 

 -

 

 

 -

Nonvested stock units at end of period

 

 

108,328 

 

$

24.88 

 

 

The per unit weighted-average fair value at the date of grant for RSUs granted during the three months ended March 31, 2015 and 2014 was $26.26 and $24.80, respectively.   

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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 following table provides the income tax benefit for stock-based compensation related to stock options granted in prior periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

Income tax benefit

 

$

104 

 

$

73 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2015 and 2014, there were no compensation costs for stock-based compensation related to stock options, as stock options were fully amortized in 2013.  Additionally, there were no stock options granted during the three months ended March 31, 2015 or 2014

 

The following table summarizes stock option transactions for the three months ended March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

 

 

 

 

Average

 

Average

 

Aggregate

 

 

 

 

Exercise

 

Remaining

 

Intrinsic

 

 

Shares

 

Price

 

Life (years)

 

Value

Outstanding at beginning of period

 

1,084,992 

 

$

17.06 

 

 

 

 

 

Forfeited

 

 -

 

 

 -

 

 

 

 

 

Expired

 

 -

 

 

 -

 

 

 

 

 

Exercised

 

(170,270)

 

 

16.75 

 

 

 

 

 

Outstanding and exercisable at end of period

 

914,722 

 

$

17.12 

 

3.1 

 

$

8,443 

 

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

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

Stock-based compensation within operations and maintenance expenses

 

$

 -

 

$

92 

 

Income tax benefit

 

 

 -

 

 

38 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2015, there were no compensation costs for stock-based compensation related to restricted stock, as restricted stock was fully amortized in 2014.  Additionally, there was no restricted stock granted during the three months ended March 31, 2015 or 2014.

 

The following table summarizes nonvested restricted stock transactions for the three months ended March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

of

 

Average

 

 

 

Shares

 

Fair Value

 

 

 

 

 

 

 

Nonvested shares at beginning of period

 

 

31,250 

 

$

17.70 

Granted

 

 

 -

 

 

 -

Vested

 

 

(31,250)

 

 

17.70 

Forfeited

 

 

 -

 

 

 -

Nonvested shares at end of period

 

 

 -

 

$

 -

 

 

 

 

 

 

 

 

 

  

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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,

 

 

 

2015

 

2014

 

Service cost

 

$

925 

 

$

1,143 

 

Interest cost

 

 

3,222 

 

 

3,512 

 

Expected return on plan assets

 

 

(4,674)

 

 

(4,305)

 

Amortization of prior service cost

 

 

43 

 

 

69 

 

Amortization of actuarial loss

 

 

1,532 

 

 

500 

 

Net periodic benefit cost

 

$

1,048 

 

$

919 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Postretirement Benefits

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

2015

 

2014

 

Service cost

 

$

406 

 

$

312 

 

Interest cost

 

 

758 

 

 

737 

 

Expected return on plan assets

 

 

(730)

 

 

(683)

 

Amortization of prior service cost

 

 

(54)

 

 

(74)

 

Amortization of actuarial loss

 

 

354 

 

 

82 

 

Net periodic benefit cost

 

$

734 

 

$

374 

 

 

The Company made cash contributions of $6,878 to its Pension Plan during the first three months of 2015,  and intends to make cash contributions of $6,878 to the Pension Plan during the remainder of 2015

 

Note 10 – Water and Wastewater Rates 

 

During the first three months of 2015, the Company’s operating divisions in Illinois, Ohio, and Texas were granted base rate increases designed to increase total operating revenues on an annual basis by $3,347.  Further, during the first three months of 2015, the Company’s operating divisions in Illinois and North Carolina received approval to bill infrastructure rehabilitation surcharges designed to increase total operating revenues on an annual basis by $345.

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Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

Note 11 – Taxes Other than Income Taxes 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

Property

 

$

6,825 

 

$

4,824 

 

Capital stock

 

 

540 

 

 

501 

 

Gross receipts, excise and franchise

 

 

2,442 

 

 

2,779 

 

Payroll

 

 

3,278 

 

 

2,654 

 

Regulatory assessments

 

 

653 

 

 

594 

 

Other

 

 

883 

 

 

750 

 

Total taxes other than income

 

$

14,621 

 

$

12,102 

 

 

 

 

 

 

 

 

 

 

 

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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 liquid waste hauling and disposal; water and wastewater service through operating and maintenance contracts with municipal authorities and other parties in close proximity to our utility companies’ service territories; offers, through a third party, water and wastewater line repair service and protection solutions to households; inspects, cleans and repairs storm and sanitary wastewater lines; installs and tests devices that prevent the contamination of potable water; designs and builds water and wastewater systems; and provides other non-regulated water and wastewater services.  Aqua Infrastructure, LLC provides non-utility raw water supply services for firms 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, 2015

 

March 31, 2014

 

 

Regulated

 

Other

 

Consolidated

 

Regulated

 

Other

 

Consolidated

Operating revenues

 

$

180,564 

 

$

9,762 

 

$

190,326 

 

$

178,199 

 

$

4,473 

 

$

182,672 

Operations and maintenance expense

 

 

67,018 

 

 

6,171 

 

 

73,189 

 

 

68,456 

 

 

3,230 

 

 

71,686 

Depreciation

 

 

30,438 

 

 

62 

 

 

30,500 

 

 

30,881 

 

 

100 

 

 

30,981 

Operating income

 

 

68,624 

 

 

2,543 

 

 

71,167 

 

 

66,419 

 

 

351 

 

 

66,770 

Interest expense, net of allowance for funds used during construction

 

 

16,720 

 

 

763 

 

 

17,483 

 

 

16,804 

 

 

1,339 

 

 

18,143 

Income tax expense (benefit)

 

 

4,367 

 

 

227 

 

 

4,594 

 

 

6,087 

 

 

(895)

 

 

5,192 

Income (loss) from continuing operations

 

 

47,705 

 

 

840 

 

 

48,545 

 

 

43,620 

 

 

(1,219)

 

 

42,401 

Capital expenditures

 

 

70,111 

 

 

173 

 

 

70,284 

 

 

59,154 

 

 

665 

 

 

59,819 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2015

 

2014

Total assets:

 

 

 

 

 

 

  Regulated

 

$

5,257,843 

 

$

5,195,191 

  Other

 

 

219,889 

 

 

211,561 

  Consolidated

 

$

5,477,732 

 

$

5,406,752 

 

 

 

 

 

 

 

 

 

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, 2015, the aggregate amount of $11,994 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, 2015, estimates that approximately $1,267 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 $1,468 at March 31, 2015 and represents a reserve for unpaid claim costs, including an estimate for the cost of incurred but not reported claims.  

 

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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, 2015, the Company utilized $5,967 of its Federal net operating loss carryforward (“NOL”).  In addition, during the three months ended March 31, 2015, the Company utilized $374 of its state NOL carryforward.  As of March 31, 2015, the balance of the Company’s Federal NOL was $203,606.  The Company believes its Federal NOL carryforward is more likely than not to be recovered and requires no valuation allowance.  As of March 31, 2015, the balance of the Company’s gross state NOL was $554,114, a portion of which is offset by a valuation allowance 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 in 2032 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 $56,826 and $83,543, respectively.  The amounts of the Company’s Federal and state NOL carryforwards prior to being reduced by the unrecognized tax positions were $260,432 and $637,657, respectively.  The Company records its unrecognized tax benefit as a reduction to its deferred income tax liability. 

 

In accordance with a 2012 settlement agreement with the Pennsylvania Public Utility Commission, Aqua Pennsylvania expenses, for tax purposes, qualifying utility asset improvement costs, which 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 2015 and 2014, for its continuing operations, was 8.6% and 10.9%, respectively. 

 

As of March 31, 2015, the total gross unrecognized tax benefit was $25,314, of which $13,419, if recognized, would affect the Company’s effective tax rate as a result of the regulatory treatment afforded for qualifying infrastructure improvements in Pennsylvania.  At December 31, 2014, the Company had unrecognized tax benefits of $25,292

 

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 2015, the FASB issued updated accounting guidance on simplifying the presentation of debt issuance costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability.  Previously, debt issuance costs were presented in the balance sheet as a deferred charge.  The accounting standard is effective for reporting periods beginning after December 15, 2015, and will be applied retrospectively.    The Company does not expect the provisions of this accounting standard to have a material impact on its results of operations or financial position.

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

  

In August 2014, the FASB issued an accounting standard that will require management to assess an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosures in circumstances in which substantial doubt exists.  The accounting standard is effective in the first annual reporting period ending after December 15, 2016.  The Company does not expect the provisions of this accounting standard to have an impact on its results of operations or financial position.

 

In May 2014, the FASB issued updated accounting guidance on recognizing revenue from contracts with customers, which outlines a single comprehensive model that an entity will apply to determine the measurement of revenue and timing of when it is recognized.  The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services.  The updated guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract.  The updated guidance is proposed to be effective for reporting periods beginning after December 15, 2017, and will be applied retrospectively.  The Company is currently evaluating the requirements of the updated guidance to determine the impact of adoption.   

 

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 adopted the provisions of the updated accounting guidance for its quarterly reporting period beginning January 1, 2015, and the adoption of the revised guidance did not have an impact on the Company’s consolidated results of operations or consolidated financial position. 

 

 

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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: 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, 2014 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 

 

Aqua America, Inc. (“we”,  “us”,  “our” 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, Inc., 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; offers, through a third party, water and wastewater line repair service and protection solutions to households;  inspects, cleans and repairs storm and sanitary wastewater lines; installs and tests devices that prevent the contamination of potable water; designs and builds water and wastewater systems; and provides other non-regulated water and wastewater services.  Lastly, the Company’s non-regulated subsidiary, Aqua Infrastructure, LLC, provides non-utility raw water supply services for firms in in the natural gas drilling industry. 

 

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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)

 

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, 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 substantially completed in 2013, 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 acceptable.  In 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.         

 

In December 2014, we completed the sale of our water utility system in southwest Allen County, Indiana to the City of Fort Wayne, Indiana.  The completion of this sale settled the dispute concerning the City of Fort Wayne’s valuation of the northern portion of our water and wastewater utility systems, which were acquired by the City of Fort Wayne in February 2008, by eminent domain.    In addition, as a result of this transaction, Aqua Indiana will expand its sewer customer base by accepting new wastewater flows from the City of Fort Wayne.

 

We have accounted for the sale of our operation in Georgia and disposition of our water utility system in southwest Allen County, Indiana as discontinued operations. 

 

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 2015, we had $70,284 of capital expenditures, issued $52,629 of long-term debt, and repaid debt and made sinking fund contributions and other loan repayments of $29,800. 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 long-term debt was comprised principally of the funds borrowed under our revolving credit facility of $51,000.         

 

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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)

 

At March 31, 2015 we had $9,274 of cash and cash equivalents compared to $4,138 at December 31, 2014.  During the first three months of 2015, we used internally generated funds and the proceeds from the issuance of long-term debt to fund the cash requirements discussed above and to pay dividends.   

 

At March 31, 2015, our $200,000 unsecured revolving credit facility, which expires in March 2017, had $65,440 available for borrowing.  At March 31, 2015, we had short-term lines of credit of $160,500, of which $127,438 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 four banks, which is used to provide working capital, and as of March 31, 2015, $71,678 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, 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 a reduction in current income tax expense as a result of the recognition of qualifying income tax benefits upon Aqua Pennsylvania changing its tax accounting method to permit the expensing of qualifying utility asset improvement costs that have historically been capitalized and depreciated for book and tax purposes.  In December 2012, Aqua Pennsylvania implemented this change, which resulted in a substantial reduction in income tax expense and greater net income and cash flow, and as a result allowed Aqua Pennsylvania to suspend its Distribution System Improvement Charges in 2013 and lengthen the amount of time until the next Aqua Pennsylvania rate case is filed.  During 2013 and 2014, our non-Pennsylvania regulated operating divisions implemented this change.  These divisions currently do not employ a method of accounting that provides for a reduction in current income taxes as a result of the recognition of income tax benefits, and as such the change in the Company’s tax method of accounting in these other operating divisions has no impact on our effective income tax rate.

 

Results of Operations 

 

Analysis of First Quarter of 2015 Compared to First Quarter of 2014 

 

Unless specifically noted, the following discussion of the Company’s results of operations for the first quarter of 2015 refers to the Company’s results of operations from continuing operations. 

 

Revenues increased by $7,654 or 4.2%, primarily due to an increase in non-regulated revenues of $4,785 associated with acquisitions in Aqua Resources, an increase in water and wastewater rates of $2,877, and

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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)

 

additional water and wastewater revenues of $918 associated with a larger customer base due to acquisitions, offset by a decrease in customer water consumption and a decrease in infrastructure rehabilitation surcharges of $869. 

  

Operations and maintenance expenses increased by $1,503 or 2.1%, primarily due to additional operating costs associated with acquired utility systems and other growth ventures of $4,362 and an increase in water production costs of $785, offset by a decrease in pension benefits expense of $1,209, reduced operating costs of $1,017 associated with severe winter weather conditions experienced in many of our service territories in the first quarter of 2014, and a decrease in the Company’s self-insured employee medical benefit program expense of $929.  The increase in water production costs is primarily due to an increase in energy costs resulting from the extreme cold temperatures experienced in many of our service territories in the first quarter of 2015. 

 

Depreciation expense decreased by $481 or 1.6%, primarily due to the implementation of new depreciation rates for our Pennsylvania operating subsidiary. 

 

Amortization expense decreased by $284, primarily due to the completion of the recovery of our costs associated with various completed rate filings. 

 

Taxes other than income taxes increased by $2,519 or 20.8%, primarily due to an increase in property taxes of $2,001 primarily due to the effect of a non-recurring reduction in property taxes for our Ohio operating subsidiary which occurred in the first quarter of 2014.    

 

Interest expense decreased by $645 or 3.3%, primarily due to a decrease in the effective interest rate on average borrowings as compared to the first quarter of 2014, offset by an increase in average borrowings. 

 

In the first quarter of 2015 we recognized a gain on sale of other assets of $169 and in the first quarter of 2014 we recognized a loss on sale of other assets of $348.  The change of $517 is primarily due to the effect of the write-off in the first quarter of 2014 of a marketable security of $443.  

 

Our effective income tax rate was 8.6% in the first quarter of 2015 and 10.9% in the first quarter of 2014.  The effective income tax rate decreased due to the effect of additional tax deductions recognized in the first quarter of 2015 for certain qualifying infrastructure improvements for Aqua Pennsylvania.     

 

Income from continuing operations increased by $6,144 or 14.5%, primarily as a result of the factors described above.  On a diluted per share basis, income from continuing operations increased by $0.03, reflecting the change in income from continuing operations.    

 

Income from discontinued operations decreased by $458, primarily as a result of the sale of our water utility system in southwest Allen County, Indiana completed in the fourth quarter of 2014 

 

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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 increased by $5,686 or 13.3%, primarily as a result of the factors described above.  On a diluted per share basis, earnings increased by $0.03 reflecting the change in net income attributable to common shareholders.

 

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.  

 

  

 

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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, 2014.  Refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 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 

 

We are party to various legal proceedings.  Although the results of legal proceedings cannot be predicted with certainty, there are no pending legal proceedings 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.     

 

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, 2014  under “Part 1, Item 1A – Risk Factors.”

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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, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2015

 

18,488 

 

$

27.30 

 

 -

 

1,125,348 

February 1-28, 2015

 

122,496 

 

$

26.52 

 

 -

 

1,125,348 

March 1-31, 2015

 

 -

 

$

 -

 

 -

 

1,125,348 

Total

 

140,984 

 

$

26.62 

 

 -

 

1,125,348 

 

 

(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 PSUs, RSUs,  or restricted stock; 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 plan that were previously approved by our shareholders and disclosed in our proxy statements.  These features of our equity compensation plan are available to all employees who receive stock-based compensation under the plan.  We purchased these shares at their fair market value, as determined by reference to the closing price of our common stock on the day of vesting of the PSU, RSU, or 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.  As of March 31, 2015, 125,348 shares remain available for purchase under this program.  The program has no fixed expiration date.  In December 2014, our Board of Directors authorized a share buyback program of up to 1,000,000 shares to minimize share dilution through timely and orderly share repurchases.  This program expires on the earliest of December 31, 2015 or when all authorized repurchases have been made.     

 

Item 6 – Exhibits  

 

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

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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 6, 2015

 

 

 

 

 

 

 

 

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 

 

  

 

 

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EXHIBIT INDEX 

 

 

 

 

Exhibit No. 

 

 

Description

10.36

Form of Performance Share Unit Grant Agreement

10.37

Performance-Based Share Unit Grant Terms and Conditions

10.40

Form of Restricted Stock Unit Grant Agreement

10.41

Restricted Stock Unit Grant Terms and Conditions

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

 

32