Prepared and filed by St Ives Burrups




Date of report (Date of earliest event reported): November 5, 2003


Philadelphia Suburban Corporation

(Exact Name of Registrant Specified in Charter)

Pennsylvania     001-06659     23-1702594  

(State or Other     (Commission File     (I.R.S. Employer  
Jurisdiction of     Number)     Identification No.)  

762 West Lancaster Avenue        
Bryn Mawr, Pennsylvania     19010-3489  

(Address of Principal Executive Offices)     (Zip Code)  

Registrant's telephone number, including area code: (610) 527-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits.

(c)     Exhibits.  
99.1     Press Release, dated November 5, 2003, issued by Philadelphia Suburban Corporation.  

Item 12.       Disclosure of Results of Operations and Financial Condition.

     On November 5, 2003, Philadelphia Suburban Corporation issued a press release announcing its third quarter 2003 financial results. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference. This report (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.


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     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By:   ROY H. STAHL               

  Roy H. Stahl
  Executive Vice President and General Counsel

Dated: November 5, 2003


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Exhibit Index

99.1          Press Release, dated November 5, 2003, issued by Philadelphia Suburban  


                                                                    EXHIBIT 99.1

FOR RELEASE: November 5, 2003

                                                          Contact: Cheryl Hansen
                                                    Director, Investor Relations

                                                                    Donna Alston
                                                         Manager, Communications

                             THIRD QUARTER EARNINGS

               Early AquaSource Results Better than Anticipated;

          Stock Split and Increased Dividend Payable December 1, 2003

BRYN MAWR, PA, November 5, 2003- Citing factors including a positive impact from
its recently acquired AquaSource operations, Philadelphia Suburban Corporation
(NYSE:PSC) today reported $0.33 in net income per diluted share for the quarter
ended September 30, 2003, compared to $0.31 per diluted share in third quarter
2002. Corresponding net income increased to $23.6 million, from $21.8 million,
an eight percent improvement over the same quarter in 2002.

Operating revenues improved 11 percent in the third quarter to $102.2 million,
versus $91.9 million for the same period in 2002. Operating revenues increased
in the quarter due to the newly-acquired AquaSource properties and increased
water rates at several of PSC's operating companies. The AquaSource revenues
helped compensate for a nine percent decline in customer consumption during the
quarter predominantly caused by unfavorable weather conditions in the company's
primary service areas. The nine percent decline in customer consumption includes
not only decreased residential demand, but also decreased demand from our
largest customers. The decrease in consumption for the quarter can be attributed
to poor weather and general economic conditions.

"While we continued to experience cool temperatures and above average rainfall
in our primary service areas during the third quarter, the negative impact from
poor weather on our financial results was partially mitigated by our ongoing
land sale program and better-than-anticipated performance from the AquaSource
properties," said Nicholas DeBenedictis, PSC Chairman and President. Third
quarter 2003 net income per share included a $0.03 per share net gain from land

DeBenedictis continued, "One of our goals with the acquisition of AquaSource was
to gain greater geographic diversity to help mitigate the impact of regional
weather anomalies on the company's performance. With the AquaSource acquisition,
we experienced early benefits from our new presence in the south this quarter
where water sales exceeded expectations, while our mid-Atlantic locations were
beset with lower consumption due to cool and rainy weather."

The integration of the AquaSource operations is proceeding on schedule. All
financial and engineering functions and have been centralized, allowing us to
begin to capture synergies and control expenses. Expenses were lower than
expected due to the implementation of targeted cost control measures. "While the
operating structure of the AquaSource operations requires a higher cost basis,
we are committed to capitalizing on all possible economies of scale," said

In May 2003, PSC announced agreements to sell the AquaSource operations in
Connecticut and New York to the subsidiaries of BIW for an aggregate purchase
price of $5.0 million and the assumption of approximately $0.8 million in debt.
The strategic decision to quickly prune the Connecticut and New York operations
was consistent with PSC's desire to focus on its regulated operations in higher
growth markets for the company where economies of scale can help operational
efficiencies. On October 31, 2003, PSC announced that it closed on the sale of
its regulated and non-regulated operations in Connecticut to Birmingham
Utilities, Inc. and Birmingham H2O Services, Inc., wholly-owned subsidiaries of
BIW Limited (BIW:AMEX). The approximately 2,000 customers in the Connecticut
operations were purchased for an estimated $1,500 per customer and sold for
close to $2,000 per customer. Upon receiving state regulatory approval, PSC
expects to sell the New York operations of AquaSource to Birmingham sometime in
early 2004. The regulated operations of Connecticut and New York represent
approximately two percent of the regulated customers acquired from AquaSource.

In September 2003, Standard and Poor's (S&P) announced that it had affirmed an
A+ corporate credit rating for PSC's largest subsidiary, Pennsylvania Suburban
Water Company. S&P also removed its ratings from CreditWatch Negative,
indicating that the company's recent acquisition of AquaSource improved PSC's
consolidated business profile. The AquaSource acquisition was the second largest
in the company's history and closed on July 31, 2003.

The A+ rating completes an eventful cycle for PSC, which includes the 2002 sale
of Vivendi Environnement's 16.8 percent interest in PSC via a secondary
offering, and the completion of the company's major acquisition of the regulated
water and wastewater operations of AquaSource. AquaSource expanded PSC's
customer base by more than 20 percent (approximately 130,000 customer accounts),
and extended its operations to a total of 14 states (not including the
Connecticut operations which were just sold). The recapitalization associated
with the AquaSource acquisition included the issuance of $135 million in
unsecured debt on July 31, 2003 at 4.87 percent and the sale of four million
shares of common stock at $23.40 through a successful secondary offering
completed on August 21, 2003.

On October 9, 2003, the company announced that it would delay changing its name
to Aqua America, Inc. until mid-January 2004. The rescheduling allowed PSC time
to finalize an agreement with American Water Works Company, Inc., a wholly-owned
subsidiary of RWE ( a utility based in Germany), which had expressed concern
about potential customer confusion with respect to PSC's proposed name change
for its numerous state operating companies and the proposed Aqua America logo.
The company will continue to trade under its current ticker "PSC" until the PSC
name is officially changed to Aqua America, Inc. and the company's NYSE stock
symbol is changed to "WTR".

PSC had made a decision to change its name to reflect its position as the
largest U.S.- based publicly-traded water utility. PSC's expansive customer
growth over the past 10 years of more than 300 percent, from a regional company
in Pennsylvania to a national company, weighed heavily in the decision to change
the company's name.

In August, the company announced a 7.1 percent cash dividend increase (above the
September 1, 2003 quarterly cash dividend payment) and also a five-for-four
stock split, which will be effected in the form of a 25 percent stock
distribution. Both the increased dividend and stock distribution will be made
under the name Philadelphia Suburban Corporation on December 1, 2003 to
shareholders of record on November 14, 2003. Beginning with the December 1, 2003
payment, PSC's quarterly dividend will increase to $.15 per share from $.14 per
share ($.60 per share versus $.56 on an annualized basis) on the pre-split
shares. The new quarterly cash dividend rate will be $.12 per share on the
increased number of shares resulting from the stock distribution or $.48 per
share annualized. This dividend increase represents the company's thirteenth in
the past 12 years. The upcoming stock split will be the company's fifth in seven

The company's conference call with analysts will be held today at 11:00AM
Eastern Standard Time. The call will be webcast so that interested parties may
listen over the Internet by logging on to The conference
call will be archived in the investor relations section of the company's website
for 90 days after the call. Additionally, the call will be recorded and made
available for replay for 10 business days following the call, beginning 12:00
p.m. Wednesday, November 5, 2003 through Wednesday, November 19. The dial-in
telephone number for the audio replay is (877) 519-4471 (PIN# 260743).

PSC is the largest U.S.-based publicly-traded water utility serving
approximately 2.5 million residents in Pennsylvania, Ohio, Illinois, Texas, New
Jersey, Indiana, Virginia, Florida, North Carolina, Maine, Missouri, New York,
South Carolina and Kentucky. PSC is a publicly traded company listed on both the
New York and Philadelphia Stock Exchanges under the ticker symbol "PSC." The
company has been committed to the preservation and improvement of the
environment throughout its history, which spans more than 100 years.

The following table shows selected operating data for the quarters and nine
months ended September 30, 2003 and 2002 (in thousands, except per share data)
for Philadelphia Suburban Corporation.
(Unaudited) Quarter Ended Nine Months Ended September 30 September 30 2003 2002 2003 2002 -------- ------- -------- -------- Operating revenues $102,153 $91,918 $266,021 $240,202 Net income available to common stock $ 23,620 $21,815 $ 52,179 $ 48,508 Basic net income per share* $ 0.33 $ 0.32 $ 0.75 $ 0.71 Diluted net income per share* $ 0.33 $ 0.31 $ 0.74 $ 0.70 Average common shares outstanding: Basic 71,622 68,903 69,483 68,678 Diluted 72,280 69,422 70,226 69,397
*The amounts for the nine months ended September 30, 2003 and 2002, respectively include a net gain of $0.03 per share and $0.02 per share for the sale of other assets. This release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 that address, among other things, the effect of acquisitions, geographic diversity, the company's land sale program, possible synergies from acquired operations, the company's proposed name change, the impact of regional weather conditions, plans to seek future acquisition candidates, the timing and effect of selective dispositions and actions to integrate AquaSource operations. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: general economic business conditions, unfavorable weather conditions, the success of certain cost containment initiatives, changes in regulations or regulatory treatment, availability and the cost of capital, the success of growth initiatives, and other factors discussed in our filings with the Securities and Exchange Commission. ###
Philadelphia Suburban Corporation and Subsidiaries Consolidated Statements of Income and Comprehensive Income (In thousands, execpt per share amounts) (Unaudited) Quarter Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------- 2003 2002 2003 2002 -------- ------- -------- -------- Operating revenues $102,153 $91,918 $266,021 $240,202 Cost & expenses: Operations and maintenance 36,777 31,143 98,470 87,343 Depreciation 12,628 10,275 35,439 30,475 Amortization 889 724 2,251 1,933 Taxes other than income taxes 5,557 4,737 15,823 14,672 -------- ------- -------- -------- Total 55,851 46,879 151,983 134,423 -------- ------- -------- -------- Operating income 46,302 45,039 114,038 105,779 Other expense (income): Interest expense, net 11,722 10,586 32,985 30,257 Allowance for funds used during construction (613) (266) (1,489) (1,198) Gain on sale of other assets (4,194) (321) (4,414) (2,079) -------- ------- -------- -------- Income before income taxes 39,387 35,040 86,956 78,799 Provision for income taxes 15,764 13,213 34,769 30,252 -------- ------- -------- -------- Net income 23,623 21,827 52,187 48,547 Dividends on preferred stock 3 12 8 39 -------- ------- -------- -------- Net income available to common stock $23,620 $21,815 $ 52,179 $ 48,508 ======== ======= ======== ======== Net income $23,623 $21,827 $ 52,187 $ 48,547 Other comprehensive income (loss), net of tax: Unrealized gain (loss) on securities 7 (178) 156 167 Reclassification adjustment for gains reported in net income (71) (74) (82) (767) -------- ------- -------- -------- Comprehensive income $ 23,559 $21,575 $ 52,261 $ 47,947 ======== ======= ======== ======== Net income per common share: Basic $ 0.33 $ 0.32 $ 0.75 $ 0.71 Diluted $ 0.33 $ 0.31 $ 0.74 $ 0.70 Average common shares outstanding: Basic 71,622 68,903 69,483 68,678 ======== ======= ======== ======== Diluted 72,280 69,422 70,226 69,397 ======== ======= ======== ========
Philadelphia Suburban Corporation and Subsidiaries Consolidated Balance Sheets (In thousands of dollars) (Unaudited)
September 30, December 31, 2003 2002 ---------- ---------- Net property, plant and equipment $1,793,640 $1,490,841 Current assets 100,826 70,908 Regulatory assets and other assets 154,834 155,320 ---------- ---------- $2,049,300 $1,717,069 ========== ========== Stockholders' equity $ 637,593 $ 493,097 Long-term debt, excluding current portion 695,811 582,910 Current portion of long-term debt and loans payable 144,218 149,378 Other current liabilities 102,613 77,153 Deferred credits and other liabilities 469,065 414,531 ---------- ---------- $2,049,300 $1,717,069 ========== ==========