UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 1-6659 ------ A. Full title of the Plan: Aqua America, Inc. 401(k) and Profit Sharing Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: AQUA AMERICA, INC. 762 W. Lancaster Avenue Bryn Mawr, PA 19010
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN Explanatory Note - ---------------- This Amendment No. 1 to the Annual Report of the Aqua America, Inc. 401(k) Profit Sharing Plan filed on Form 11-K for the year ended December 31, 2004, which was filed with the Securities and Exchange Commission on June 28, 2005, is being filed in order to include additional employee contributions that were inadvertently omitted from the original filing and are reportable on the following supplementary schedules: - -Schedule of Nonexempt Transactions for Form 5500 - Schedule G - Part III - -Schedule of Delinquent Participant Contributions for Form 5500 - Schedule H - Line 4A As a result of the change, on October 14, 2005 Beard Miller Company LLP has reissued its report that was originally dated May 13, 2005. Table of Contents - ----------------- The following audited financial statements are included with this report: Exhibit: Page 23.1 Consent of Beard Miller Company LLP 4 99.1 Financial Statements and Supplementary Schedules 5 as of December 31, 2004 and 2003
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Aqua America, Inc. has duly caused this annual report to be signed by the undersigned thereunto duly authorized. AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN Plan Sponsor: Date /s/ Roy H. Stahl 10/17/05 ------------------------------ ------------------ Roy H. Stahl Executive Vice President and General Counsel Aqua America, Inc.
EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-107673) of Aqua America, Inc. of our report dated October 14, 2005 relating to the financial statements of the Aqua America, Inc. 401(k) and Profit Sharing Plan included in this annual report on Form 11-K/A for the year ended December 31, 2004. /s/ BEARD MILLER COMPANY LLP Reading, Pennsylvania October 14, 2005
Exhibit 99.1 AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN Financial Report December 31, 2004 (With Report of Independent Registered Public Accounting Firm Thereon)
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- TABLE OF CONTENTS DECEMBER 31, 2004 PAGE ------ FINANCIAL STATEMENTS: Report of Independent Registered Public Accounting Firm on the Financial Statements and Supplementary Information 1 Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 SUPPLEMENTARY SCHEDULES: Schedule of Assets (Held at End of Year) 10 Schedule of Reportable Transactions 11 Schedule of Nonexempt Transactions 12 Schedule of Delinquent Participant Contributions 13
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION To the Administrators Aqua America, Inc. 401(k) and Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Aqua America, Inc. 401(k) and Profit Sharing Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the year ended December 31, 2004 and for the period beginning August 1, 2003 (date of inception) through December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Aqua America, Inc. 401(k) and Profit Sharing Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 and for the period beginning August 1, 2003 (date of inception) through December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary schedules of assets (held at end of year) as of December 31, 2004, and reportable transactions, nonexempt transactions, and delinquent participant contributions for the year ended December 31, 2004 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary schedules of nonexempt transactions and delinquent participant contributions for the year ended December 31, 2004 have been revised to include additional employee contributions that were inadvertently omitted from the amount of previously reported delinquent participant contributions. These supplementary schedules are the responsibility of the Plan's management. The supplementary schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/BEARD MILLER COMPANY LLP Reading, Pennsylvania October 14, 2005 1
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2004 AND 2003 2004 2003 -------- -------- ASSETS Investments, at fair value $5,023,229 $515,995 Employer contributions receivable 284,530 81,216 ---------- -------- NET ASSETS AVAILABLE FOR BENEFITS $5,307,759 $597,211 ========== ======== See notes to financial statements. - -------------------------------------------------------------------------------- 2
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2004 AND THE PERIOD FROM AUGUST 1, 2003 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2003 2004 2003 -------- -------- INVESTMENT INCOME Interest and dividends $ 177,214 $ 2,540 Net appreciation in fair value of investments 294,013 21,668 ----------- ---------- TOTAL INVESTMENT INCOME 471,227 24,208 ----------- ---------- CONTRIBUTIONS Employer 475,958 121,403 Participants 580,772 111,713 Participant rollovers 3,281,522 340,041 ----------- ---------- TOTAL CONTRIBUTIONS 4,338,252 573,157 ----------- ---------- BENEFITS PAID TO PARTICIPANTS (96,221) (4) ----------- ---------- ADMINISTRATIVE EXPENSES (2,710) (150) ----------- ---------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 4,710,548 597,211 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 597,211 0 ----------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $5,307,759 $597,211 =========== ========== See notes to financial statements. - -------------------------------------------------------------------------------- 3
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 1 - DESCRIPTION OF PLAN The following description of the Aqua America, Inc. 401(k) and Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL The Plan, established August 1, 2003 (date of inception), is a defined contribution plan sponsored by Aqua America, Inc. Direct and indirect subsidiaries of Aqua America, Inc. that adopt the Plan are participating employers. All participating employers are referred to herein as the ("Company"). The Plan is designed to conform to all the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and with the applicable provisions of the Internal Revenue Code and the regulations thereunder. Generally, employees of the Company who were hired on or after April 1, 2003 are eligible to participate in the Plan. Notwithstanding the foregoing, the following are excluded: (i) bargaining unit employees unless their union contract provides for participation in the Plan, (ii) leased employees, (iii) nonresident aliens and (iv) persons performing services who are classified by the Company as other common law employees. If eligible, employees become participants in the Plan on the January 1, April 1, July 1, or October 1 coinciding with or next following the later of the completion of six months of service or the date the employee becomes a member of an eligible class of employees. CONTRIBUTIONS Participants may elect to contribute from 1% to 25% of their pretax compensation pursuant to a salary deferral election, up to a maximum of $13,000 in 2004 and $12,000 in 2003, which are partially matched by the Company. Participants may also invest from 1% to 10% of their after-tax compensation, which is not matched by the Company. Additionally, participants who are age 50 or who will attain age 50 prior to the end of the plan year may make an additional deferral contribution ("Catch-Up"), provided the participant made the maximum amount of deferral contributions permitted under the Plan. The maximum amount of allowable catch-up contribution for 2004 and 2003 is $3,000 and $2,000, respectively. Participants may also make transfers between funds or suspend their contributions at any time. The Plan provides for employer contributions as follows: Employer Matching Contributions The Company will make a matching contribution equal to 50% of the first 6% of a participant's compensation which is contributed to the Plan on a pre-tax basis. Matching contributions will be made to the Plan in the form of cash that is used for the purchase of Aqua America, Inc. common stock. - -------------------------------------------------------------------------------- 4
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 1 - DESCRIPTION OF PLAN (CONTINUED) CONTRIBUTIONS (CONTINUED) Discretionary Contributions The Company may make additional discretionary contributions to the Plan for the benefit of active participants. Discretionary contributions will be allocated to active participant accounts on a pro-rated basis based on each participant's compensation compared to the compensation of all active participants. This discretionary contribution will be made to the Plan in the form of cash that is used for the purchase of Aqua America, Inc. common stock. The Company did not make any discretionary contributions for 2004 or 2003. Employer Profit Sharing Contributions The Company may, at its discretion, make a profit sharing contribution to the Plan to benefit all eligible employees as of the last date of the Plan year. The profit sharing contribution will be made in the form of cash. The Company made profit sharing contributions during 2004 and 2003 of $284,530 and $81,216, respectively. Employer Performance Contributions The Company may, at its discretion, make an employer performance contribution on behalf of eligible participants if certain established performance goals are achieved. Performance contributions are to be made to the Plan in the form of cash, Company stock, or any combination thereof. The Company did not make any performance contributions during 2004 and 2003. VESTING Each participant will always be 100% vested in their pre-tax contribution, after-tax contribution, rollover contribution and performance contribution accounts. Participants become 100% vested in their matching contribution account after three years of service and in their profit sharing contribution account after five years of service. A "year of service" for vesting purposes means each plan year (the calendar year) in which the participant is credited with 1,000 or more hours of service. COMMON STOCK FUND Matching contributions and discretionary contributions may be made in cash or invested in Aqua America, Inc. common stock. Participants who are 100% vested in this fund have an opportunity to elect that any dividends with respect to Aqua America, Inc. common stock held be paid in cash rather than being allocated to their account to be invested in additional shares of Aqua America, Inc. common stock. - -------------------------------------------------------------------------------- 5
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 1 - DESCRIPTION OF PLAN (CONTINUED) INVESTMENT OPTIONS Participants can direct, at the time they enroll in the Plan, that their salary deferral and voluntary contributions be invested entirely in one of the funds offered by the Plan or divided among the funds. The Plan currently offers nine mutual funds and one common/collective trust fund. Subject to compliance with applicable state and federal securities laws, the Plan also permits participants to acquire an interest in Aqua America, Inc. common stock. Participants may change their investment instructions and reinvest their contributions in a different fund or funds at any time. PAYMENT OF BENEFITS Distributions from the Plan are normally made shortly after the participant's retirement, death or disability. If the participant's account balance does not exceed $5,000, the participant will receive a lump-sum distribution as soon as practicable following termination of employment. Withdrawals will be made in cash or shares of Aqua America, Inc. common stock, to the extent permitted by law. Under certain circumstances, a participant may withdraw all or a portion of the employee contributions while still employed. LOANS DUE FROM PARTICIPANTS Participants may borrow funds from their account balance equal to the lesser of $50,000 or 50% of their vested account balance for a period not to exceed five years, unless the loan is used to purchase the participant's principal residence. Repayment is made through payroll deductions. All new loans are issued at an interest rate of prime plus 1%. PLAN FORFEITURES Forfeited non-vested accounts are used first to restore any non-vested amounts (if a participant received a distribution and forfeited his non-vested account and resumed employment as a covered employee and repays the full amount of the distribution) then shall be applied as promptly as practicable to reduce employer contributions. Contributions made by the Company are netted against forfeited, non-vested amounts that accumulate during the year. Employer contributions were reduced by $1,778 and $-0- during 2004 and 2003, respectively, as a result of forfeited nonvested accounts. The balance in the forfeiture account was $186 and $-0- as of December 31, 2004 and 2003, respectively. PLAN AMENDMENT OR TERMINATION Although Aqua America, Inc. hopes to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan at its discretion, subject to the provisions of ERISA. All interests of the participants would be distributed to them in accordance with applicable provisions of the Internal Revenue Code. - -------------------------------------------------------------------------------- 6
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 2 - SUMMARY OF ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows: BASIS OF ACCOUNTING The accompanying financial statements have been prepared using the accrual basis. USE OF ESTIMATES The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan's management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates. ADMINISTRATION The Plan is administered by a committee (the "Committee") consisting of three or more individuals selected by and who may be removed at any time by the Board of Directors of Aqua America, Inc. The Committee members may be employees of Aqua America, Inc. and may be participants in the Plan. The Committee members receive no compensation from the Plan for their services in such capacity. The Committee has extensive administrative powers in connection with the Plan, including authority to interpret the provisions of the Plan, to adopt rules for its administration and to make other decisions with respect to the Plan. The trustee for the Plan's funds invests the funds as directed by the participants. The principal duties of the trustee are to receive all contributions made to the Plan and to make investments and pay benefits. Substantially all of the administrative expenses of the Plan are paid by the Company. INVESTMENT VALUATION The Plan's investments are stated at fair value. Mutual funds are valued at quoted market prices which represents the net asset value of shares held by the Plan. Common/ collective trust funds are valued at unit value, which represents the fair value of the underlying assets. Aqua America, Inc. stock is valued at its quoted market price. Loans to participants, short-term investments and cash are valued at cost, which approximates fair value. Investments of the Plan are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risks in the near term would materially affect investment assets reported in the statement of net assets available for benefits and the statements of changes in net assets available for benefits. - -------------------------------------------------------------------------------- 7
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (CONTINUED) INVESTMENT VALUATION (CONTINUED) Dividend income is recorded on the ex-dividend date and interest income is recorded when earned. Realized gains and losses on the sale of the Aqua America, Inc. stock are based on average cost of the securities sold. Purchases and sales are recorded on a trade date basis. NOTE 3 - INVESTMENTS The fair market values of individual assets that represent 5% or more of the Plan's net assets available for benefits as of December 31, 2004 and 2003 are as follows: INVESTMENTS 2004 2003 ---------------------------------------------------- --------- --------- Mutual funds: American Century Balanced Fund $313,012 * American Century Diversified Bond Fund 281,165 $54,777 American Century Equity Index Fund 373,284 33,101 American Century Select Fund 407,178 * American Century Strat. Alloc. Mod. Fund 417,056 * American Century Value Fund 589,651 * American Century Vista Fund 448,775 * JP Morgan U.S. Small Company 393,158 * Common/Collective Funds American Century Stable Asset Fund 423,845 72,233 Stock Aqua America, Inc. Common Stock 882,082 149,280 Loans Loans due from participants 271,722 55,382 * Investment did not represent 5% or more of the Plan's net assets available for benefits as of December 31, 2003. The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value during the year ended December 31, 2004 and for the period from the date of inception through December 31, 2003 as follows: 2004 2003 ----------- ---------- Common stock $126,318 $14,280 Mutual funds 167,695 7,388 ---------- --------- TOTAL $294,013 $21,668 ========== ========= - -------------------------------------------------------------------------------- 8
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 AND 2003 NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets available for benefits as of December 31, 2004 and 2003 and the significant components of the changes in net assets relating to the nonparticipant-directed investments for the year ended December 31, 2004 and the period from the date of inception through December 31, 2003 is as follows: 2004 2003 -------- -------- Net assets: Aqua America, Inc. common stock $264,274 $39,543 Uninvested cash 0 4,330 --------- --------- TOTAL $264,274 $43,873 ========= ========= Changes in net assets: Contributions $191,428 $40,187 Interest and dividends 2,674 85 Net appreciation 32,306 3,605 Benefits paid to participants (6,007) (4) --------- --------- TOTAL $220,401 $43,873 ========= ========= NOTE 5 - RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by J.P. Morgan Retirement Plan Services. J.P. Morgan Retirement Plan Services is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in interest transactions. NOTE 6 - TAX STATUS The Internal Revenue Service issued a determination letter dated September 30, 2003, which stated that the Plan and related trust qualified under applicable provisions of the Internal Revenue Code (IRC) and, therefore, are exempt from federal income taxes. The Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE 7 - PLAN AMENDMENT Effective June 1, 2004, as a result of an acquisition, the Plan was amended to allow employees of Heater Utilities to participate in the Plan. As a result of this amendment, funds totaling $2,849,624 were rolled into the Plan during 2004. - -------------------------------------------------------------------------------- 9
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- SCHEDULE OF ASSETS (HELD AT END OF YEAR) FORM 5500 - SCHEDULE H - LINE 4I EIN: 23-1702594 PN: 005 DECEMBER 31, 2004 DESCRIPTION OF CURRENT (A) IDENTITY OF ISSUE (B) INVESTMENT (C) COST (D) VALUE (E) - ----- ----------------------------------------------- -------------------------------- --------------- ------------ * American Century Balanced Fund Registered Investment Company N/A $ 313,012 * American Century Diversified Bond Fund Registered Investment Company N/A 281,165 * American Century Equity Index Fund Registered Investment Company N/A 373,284 * American Century International Growth Fund Registered Investment Company N/A 222,301 * American Century Select Fund Registered Investment Company N/A 407,178 * American Century Strategic Allocation Registered Investment Company Moderate Fund N/A 417,056 * American Century Value Fund Registered Investment Company N/A 589,651 * American Century Vista Fund Registered Investment Company N/A 448,775 * JP Morgan U.S. Small Company Registered Investment Company N/A 393,158 * American Century Stable Asset Fund Common/Collective Fund N/A 423,845 * Aqua America, Inc. Common Stock $744,652 882,082 Participant loans Participant Loans (interest rate 4.5% to 10.0%) 0 271,722 ---------- $5,023,229 ========== * Represents a party-in-interest to the Plan. N/A Historical cost has not been presented as investment is participant directed. - -------------------------------------------------------------------------------- 10
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- SCHEDULE OF REPORTABLE TRANSACTIONS FORM 5500 - SCHEDULE H - LINE 4J EIN: 23-1702594 PN: 005 FOR THE YEAR ENDED DECEMBER 31, 2004 CURRENT VALUE OF ASSET ON PURCHASE SELLING TRANSACTION IDENTITY OF PARTY INVOLVED (A) DESCRIPTION OF ASSET (B) PRICE (C) PRICE (D) COST (G) DATE (H) NET GAIN (I) - ------------------------------ ------------------------ ----------- --------- ---------- -------------- -------------- Aqua America, Inc.* Common stock $657,934 $ 0 $657,934 $657,934 $ 0 0 51,451 48,302 51,451 3,149 * Represents a party-in-interest to the Plan. - -------------------------------------------------------------------------------- 11
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- SCHEDULE OF NONEXEMPT TRANSACTIONS FORM 5500 - SCHEDULE G - PART III EIN: 23-1702594 PN: 005 YEAR ENDED DECEMBER 31, 2004 CURRENT NET GAIN OR LOSS IDENTITY OF RELATIONSHIP DESCRIPTION OF COST OF ASSET VALUE OF ASSET ON EACH PARTY INVOLVED (A) TO PLAN (B) TRANSACTIONS (C) (H) (I) TRANSACTION (J) - ------------------ ------------ ---------------- ------------- -------------- ---------------- Aqua America, Inc. Plan Sponsor Employee contributions not remitted timely to the Plan $56,140 $56,140 $ 0 Aqua America, Inc. Plan Sponsor Related earnings on employee contributions not remitted timely to the Plan 707 0 707 - -------------------------------------------------------------------------------- 12
AQUA AMERICA, INC. 401(K) AND PROFIT SHARING PLAN - -------------------------------------------------------------------------------- SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS FORM 5500 - SCHEDULE H - LINE 4A EIN: 23-1702594 PN: 005 YEAR ENDED DECEMBER 31, 2004 TOTAL THAT CONSTITUTE NONEXEMPT PROHIBITED TRANSACTIONS PARTICIPANT ------------------------------------------------------------- TOTAL FULLY CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS CORRECTED UNDER TRANSFERRED LATE CONTRIBUTIONS NOT CORRECTED OUTSIDE PENDING CORRECTION VFCP AND PTE TO THE PLAN CORRECTED VFCP IN VFCP 2002-51 - ------------------ ----------------- ----------------- ------------------ --------------- $56,140 $ 0 $56,140 $ 0 $ 0 - -------------------------------------------------------------------------------- 13