UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 4, 2005 ----------- Aqua America, Inc. ----------------------------------------------- (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.) Incorporation) 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 _____________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 4, 2005, Aqua America, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated May 4, 2005, issued by Aqua America, Inc. - 2 -
SIGNATURE 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. AQUA AMERICA, INC. By: ROY H. STAHL ----------------------------------------- Roy H. Stahl Executive Vice President and General Counsel Dated: May 4, 2005 - 3 -
Exhibit Index ------------- Exhibit ------- 99.1 Press Release, dated May 4, 2005, issued by Aqua America, Inc.
FOR RELEASE: May 4, 2005 Contact: Cheryl Hansen Director, Investor Relations (610)645-1084 clhansen@aquaamerica.com ------------------------ Donna Alston Manager, Communications (610) 645-1095 dpalston@aquaamerica.com ------------------------ AQUA AMERICA NET INCOME INCREASED 21 PERCENT FOR FIRST QUARTER 2005 BRYN MAWR, PA, May 4, 2005 - Aqua America, Inc. (NYSE: WTR) today reported net income for the quarter ended March 31, 2005 grew to $18.9 million, a 21.2 percent increase from $15.6 million in the first quarter of 2004. Diluted earnings per share increased 17.6 percent for the current quarter to $0.20, up from $0.17 for the same period in 2004, on three percent more shares outstanding. Operating revenues increased 14.3 percent to $114.0 million for the first quarter 2005 from $99.8 million in the same period in the year prior. The revenue increase is a result of rate awards received in 2004 and 2005 as well as customer growth, particularly from the mid-2004 acquisitions of Heater Utilities in North Carolina and 63 systems from Florida Water Services. The company's ratio of operating and maintenance expenses to revenues (efficiency ratio) for the quarter ending March 31, 2005 was 41.5, including the higher expense ratio from the newly acquired operations from Heater Utilities and Florida Water Services, an improvement from 41.9 percent for first quarter 2004. Aqua America Chairman and CEO Nicholas DeBenedictis said, "We are pleased with the significant progress we are making with the integration of our newly acquired systems and the improvement in our efficiency. Cost controls remain a top priority and we are seeing the benefits of economies of scale. Going forward, we plan to tightly manage costs throughout all of our systems and to continue to file for rates in our newly acquired operations that are not yet earning their fair return. Our goal is to continue to improve our efficiency ratio, which is a key performance benchmark." As part of Aqua America's continuing growth-through-acquisition strategy, year-to-date the company has completed eleven acquisitions and growth ventures throughout several states. "These bread and butter acquisitions form the building blocks for our future growth. They provide us with new platforms for future expansion and consolidation as well as new opportunities to invest needed capital, which in turn helps to support our earnings growth," said DeBenedictis. The company recently completed its evaluation of internal control over financial reporting, as required by the Sarbanes-Oxley Act. As outlined in the company's Annual Report on Form 10-K, management concluded that, as of December 31, 2004, Aqua America's internal control over financial reporting was effective. The company's independent registered public accounting firm has issued an unqualified opinion as a result of its audit of Aqua America's consolidated financial statements, internal control over financial reporting and management's assessment of internal control over financial reporting.
As the company prepares to enter the higher customer demand period of May through September, it is pleased to report that all reservoirs are filled to capacity. "From late spring throughout the summer, hot, dry weather drives incremental water sales. Weather can impact earnings during this period from five to 10 percent, so it is important that our reservoirs are full at this time of year in anticipation of the summer weather," said DeBenedictis. The company's conference call with analysts will take place on Wednesday, May 4, 2005 at 10:00 a.m. Eastern Daylight Time. The call will be web cast so that interested parties may listen over the Internet by logging on to www.aquaamerica.com. The conference call will be archived in the investor relations section of the company's Web site for 90 days following the call. Additionally, the call will be recorded and made available for replay for 10 business days after the call, beginning at 12:00 p.m. Wednesday, May 4, 2005 through Wednesday, May 18, 2005. The dial-in telephone number for the audio replay is (877) - 519 - 4471 (PIN# 5983348). Aqua America, Inc. is the largest U.S.-based publicly-traded water utility, serving more than 2.5 million residents in Pennsylvania, Ohio, North Carolina, Illinois, Texas, Florida, New Jersey, Indiana, Virginia, Maine, Missouri, New York, and South Carolina. Aqua America is listed on both the New York and Philadelphia Stock Exchanges under the ticker symbol WTR. This release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, the impact of customer growth on revenues and earnings, increased opportunities to invest and earn on infrastructure improvements, opportunities to reduce expenses, the growth prospects and the effect on operating expense levels associated with acquired 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.
The following table shows selected operating data for the quarters ended March 31, 2005 and 2004 (in thousands, except per share data) for Aqua America, Inc. (Unaudited) Quarter Ended March 31 2005 2004 -------- ------- Operating revenues $113,988 $99,768 ====================== Net income $ 18,871 $15,575 ====================== Basic net income per share $ 0.20 $ 0.17 ====================== Diluted net income per share $ 0.20 $ 0.17 ====================== Average common shares outstanding: Basic 95,521 92,688 ====================== Diluted 96,665 93,806 ======================
Aqua America, Inc. and Subsidiaries Consolidated Statements of Income and Comprehensive Income (In thousands, except per share amounts) (Unaudited) Quarter Ended March 31, ---------------------- 2005 2004 -------- ------- Operating revenues $113,988 $99,768 Cost & expenses: Operations and maintenance 47,309 41,831 Depreciation 14,683 13,674 Amortization 1,228 670 Taxes other than income taxes 7,997 7,149 -------- ------- Total 71,217 63,324 -------- ------- Operating income 42,771 36,444 Other expense (income): Interest expense, net 12,795 11,802 Allowance for funds used during construction (364) (609) Gain on sale of other assets (481) (450) -------- ------- Income before income taxes 30,821 25,701 Provision for income taxes 11,950 10,126 -------- ------- Net income $ 18,871 $15,575 ======== ======= Net income $ 18,871 $15,575 Other comprehensive income (loss), net of tax: Unrealized gain on securities - 59 Reclassification adjustment for gains reported in net income - (230) -------- ------- Comprehensive income $ 18,871 $15,404 ======== ======= Net income per common share: Basic $ 0.20 $ 0.17 Diluted $ 0.20 $ 0.17 Average common shares outstanding: Basic 95,521 92,688 ======== ======= Diluted 96,665 93,806 ======== =======
Aqua America, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands of dollars) (Unaudited) March 31, December 31, 2005 2004 ---------- ------------ Net property, plant and equipment $2,088,799 $2,069,812 Current assets 86,313 90,127 Regulatory assets and other assets 173,440 180,309 ---------- ---------- $2,348,552 $2,340,248 ========== ========== Stockholders' equity $ 760,237 $ 748,468 Long-term debt, excluding current portion 811,000 784,461 Current portion of long-term debt and loans payable 108,179 135,310 Other current liabilities 74,814 82,072 Deferred credits and other liabilities 594,322 589,937 ---------- ---------- $2,348,552 $2,340,248 ========== ==========