Filed by Bowne Pure Compliance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
|
|
|
(Mark one) |
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the fiscal year ended December 31, 2006
OR
|
|
|
o |
|
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 and the address of the Plan
if different from that
of the issuer named below:
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
The following audited financial statements are included with this report:
Financial
Statements and Supplementary Schedules as of December 31, 2006
and 2005
Exhibits:
|
|
|
23.1
|
|
Consent of Beard Miller Company LLP |
|
|
|
99.1
|
|
Financial Statement and Supplementary Schedules as of December 31, 2006 and 2005 |
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
|
|
06/21/07 |
|
|
|
Roy H. Stahl |
|
|
Chief Administrative Officer |
|
|
Aqua America, Inc. |
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description |
23.1
|
|
Consent of Beard Miller Company LLP |
|
|
|
99.1
|
|
Financial Statement and Supplementary Schedules as of December 31, 2006 and 2005 |
Filed by Bowne Pure Compliance
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 June 19, 2007 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 for the year ended December 31, 2006.
/s/ BEARD MILLER COMPANY LLP
Beard Miller Company LLP
Reading, Pennsylvania
June 19, 2007
Filed by Bowne Pure Compliance
Aqua America, Inc.
401(k) and Profit Sharing Plan
Financial Report
December 31, 2006
Aqua America, Inc. 401(k) and Profit Sharing Plan
Table of Contents
December 31, 2006 and 2005
|
|
|
|
|
|
|
Page |
|
Financial Statements |
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
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) |
|
|
13 |
|
Schedule of Reportable Transactions |
|
|
14 |
|
Report of Independent Registered Public Accounting Firm
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, 2006 and 2005, and the related
statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans 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 audits to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. An audit includes consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such opinion. 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, 2006 and 2005, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in the United States
of America.
As further described in Note 2, the Plan adopted FSP AAG INV-1 and SOP 94-4-1 in 2006.
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, 2006 and reportable transactions for the year ended December 31, 2006 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 Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplementary schedules are the responsibility of the Plans 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
Beard Miller Company LLP
Reading, Pennsylvania
June 19, 2007
1
Aqua America, Inc. 401(k) and Profit Sharing Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value |
|
$ |
9,338,013 |
|
|
$ |
7,189,612 |
|
|
|
|
|
|
|
|
|
|
Employer contributions receivable |
|
|
363,750 |
|
|
|
376,890 |
|
Participants contributions receivable |
|
|
45,406 |
|
|
|
17,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets reflecting all investments at fair value |
|
|
9,747,169 |
|
|
|
7,584,440 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value
for fully benefit-responsive investment
contract |
|
|
18,267 |
|
|
|
12,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for Benefits |
|
$ |
9,765,436 |
|
|
$ |
7,597,164 |
|
|
|
|
|
|
|
|
See notes to financial statements.
2
Aqua America, Inc. 401(k) and Profit Sharing Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Investment Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends |
|
$ |
378,506 |
|
|
$ |
257,168 |
|
Net appreciation (depreciation) in fair value of investments |
|
|
(131,558 |
) |
|
|
554,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Income |
|
|
246,948 |
|
|
|
811,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer |
|
|
721,735 |
|
|
|
670,424 |
|
Participants |
|
|
1,111,965 |
|
|
|
892,559 |
|
Participant rollovers |
|
|
415,906 |
|
|
|
247,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Contributions |
|
|
2,249,606 |
|
|
|
1,810,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits Paid to Participants |
|
|
(325,676 |
) |
|
|
(330,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Expenses |
|
|
(2,606 |
) |
|
|
(1,956 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase in Net Assets Available for Benefits |
|
|
2,168,272 |
|
|
|
2,289,405 |
|
|
|
|
|
|
|
|
|
|
Net Assets Available for Benefits Beginning of Year |
|
|
7,597,164 |
|
|
|
5,307,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for Benefits End of Year |
|
$ |
9,765,436 |
|
|
$ |
7,597,164 |
|
|
|
|
|
|
|
|
See notes to financial statements.
3
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
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, 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 January 1, April 1, July
1, or October 1 coinciding with or 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 $15,000 in 2006 and $
14,000 in 2005, 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 2006 and 2005 is $5,000 and $4,000, respectively. Participants may
also make transfers between funds or suspend their contributions at any time, and
may contribute amounts representing distributions from other qualified defined
benefit or contribution plans (Rollovers).
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
participants 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, 2006 and 2005
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 participants
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 2006 or 2005.
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 2006 and 2005 of $350,321 and $370,593,
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, Aqua America, Inc. common stock, or any combination thereof. The Company
did not make any performance contributions during 2006 and 2005.
Participants Accounts
Each participants account is credited with the participants contribution and
allocations of the Companys contribution and Plan earnings. Allocations are based
on participant contributions or account balances, as defined by the Plan document
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, 2006 and 2005
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 fourteen
registered investment companies 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 participants
retirement, death or disability. Prior to March 28, 2005, if the participants
account balance did not exceed $5,000, the participant would receive a lump-sum
distribution as soon as practicable following termination of employment. Effective
March 28, 2005, the $5,000 threshold was decreased to $1,000. 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 participants 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 $9,956 and
$-0- during 2006 and 2005, respectively, as a result of forfeited nonvested
accounts. The balance in the forfeiture account was $22,968 and $15,599 as of
December 31, 2006 and 2005, 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, 2006 and 2005
Note 1 Description of Plan (Continued)
New Accounting Pronouncements
In September 2006, The FASB issued Statement on Accounting Standards No. 157 (SFAS
157), Fair Value Measurements. SFAS 157 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurement. SFAS 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007. The
Company does not believe the adoption of SFAS 157 will have a material impact on the
financial statements.
Note 2 Summary of Significant 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.
The Plan adopted Financial Accounting Standards Board Staff Position, FSP AAG INV-1
and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by
Certain Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (theFSP) in 2006. As
described in the FSP, investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for benefits of a
defined-contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they
were to initiate permitted transactions under the terms of the plan. As required by
the FSP, the Statement of Net Assets Available for Benefits presents the fair value
of the investment contracts as well as the adjustment of the fully
benefit-responsive investment contracts from fair value to contract value. The
Statement of Changes on Net Assets Available for Benefits is prepared on a contract
value basis. The effect of adoption on the 2006 and 2005 financial statements was a
reduction in the value of investments of $18,267 and $12,724, respectively.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Plans 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
7
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 2 Summary of Significant Accounting Policies (Continued)
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 Plans 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 Plans investments are stated at fair value. Investments in registered
investment companies 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. The fair
value of the underlying assets which are deemed fully benefit-responsive investment
contracts is calculated by discounting the related cash flows based on current
yields of similar investments with comparable durations. Aqua America, Inc. stock
is valued at its quoted market price. Loans to participants and cash are valued at
their outstanding balances, 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.
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.
Investment Fees
Net investment returns reflect certain fees paid by the investment advisors,
transfer agents, and others as further described in each fund prospectus or other
published documents. These fees are deducted prior to allocation of the Plans
investment activity and thus are not separately identifiable as an expense.
Payments of Benefits
Benefits are recorded when paid.
8
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 3 Investments
The following table presents the fair value of investments:
|
|
|
|
|
|
|
|
|
Investments |
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Investments at fair value, by reference to quoted market prices: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies: |
|
|
|
|
|
|
|
|
American Century Balanced Fund |
|
$ |
497,041 |
* |
|
$ |
386,566 |
* |
American Century Equity Index Fund |
|
|
639,030 |
* |
|
|
448,468 |
* |
American Century International Growth Fund |
|
|
513,583 |
* |
|
|
298,382 |
|
American Century Select Fund |
|
|
465,977 |
|
|
|
458,570 |
* |
American Century Strat. Alloc. Mod. Fund |
|
|
605,581 |
* |
|
|
456,535 |
* |
American Century Value Fund |
|
|
866,929 |
* |
|
|
617,939 |
* |
American Century Vista Fund |
|
|
661,203 |
* |
|
|
557,411 |
* |
JP Morgan U.S. Small Company |
|
|
688,134 |
* |
|
|
494,544 |
* |
Other registered investment companies |
|
|
505,750 |
|
|
|
313,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Registered Investment Companies |
|
|
5,443,228 |
|
|
|
4,032,067 |
|
|
|
|
|
|
|
|
|
|
Stock: |
|
|
|
|
|
|
|
|
Aqua America, Inc. Common Stock |
|
|
2,499,938 |
* |
|
|
2,100,442 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments at Fair Value, by
Reference
to Quoted Market Prices |
|
|
7,943,166 |
|
|
|
6,132,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value: |
|
|
|
|
|
|
|
|
Common/Collective Funds: |
|
|
|
|
|
|
|
|
American Century Stable Asset Fund |
|
|
972,060 |
* |
|
|
698,657 |
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at estimated fair value: |
|
|
|
|
|
|
|
|
Loans due from participants |
|
|
404,602 |
|
|
|
348,446 |
|
Uninvested cash |
|
|
18,185 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments at Estimated Fair Value |
|
|
422,787 |
|
|
|
358,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
$ |
9,338,013 |
|
|
$ |
7,189,612 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Investment represented 5% or more of the Plans net assets available for benefits in
the respective plan year. |
9
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 3 Investments (Continued)
The Plans investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated (depreciated) in value during the
years ended December 31, 2006 and 2005 as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
(386,842 |
) |
|
$ |
542,329 |
|
Registered investment companies |
|
|
255,284 |
|
|
|
12,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(131,558 |
) |
|
$ |
554,422 |
|
|
|
|
|
|
|
|
Note 4 Nonparticipant-Directed Investments
Information about the net assets available for benefits as of December 31, 2006 and
2005 and the significant components of the changes in net assets relating to the
nonparticipant-directed investments for the years ended December 31, 2006 and 2005
is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Net assets: |
|
|
|
|
|
|
|
|
Aqua America, Inc. common stock |
|
$ |
909,503 |
|
|
$ |
710,580 |
|
Uninvested cash |
|
|
18,185 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
927,688 |
|
|
|
720,580 |
|
Employer contributions receivable |
|
|
13,429 |
|
|
|
6,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
941,117 |
|
|
$ |
726,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in net assets: |
|
|
|
|
|
|
|
|
Contributions |
|
$ |
371,414 |
|
|
$ |
299,831 |
|
Interest and dividends |
|
|
14,698 |
|
|
|
8,163 |
|
Net appreciation (depreciation) |
|
|
(143,000 |
) |
|
|
180,312 |
|
Benefits paid to participants |
|
|
(28,872 |
) |
|
|
(25,703 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
214,240 |
|
|
$ |
462,603 |
|
|
|
|
|
|
|
|
10
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 5 Related Party and Party-in-Interest Transactions
Certain Plan investments are shares of registered investment companies managed by
J.P. Morgan Retirement Plan Services and American Century Investments, a related
party of J.P. Morgan. J. P. Morgan Retirement Plan Services is the trustee as
defined by the Plan and, therefore, these transactions qualify as party-in interest
transactions. Investment management fees paid to J..P. Morgan and American Century
Investments for the years ended December 31, 2006 and 2005 were $20,591 and $19,518,
respectively.
Employer matching contributions are invested in common stock of the Plan Sponsor.
Participants may also elect to invest in Plan Sponsor common stock. These
transactions qualify as related party and party-in-interest transactions. Total
purchases at market value related to the stock for 2006 and 2005 were $963,825 and
$829,090, respectively. Total sales at market value related to the stock for 2006
and 2005 were $177,487 and $153,058, respectively.
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 has been amended since receiving the determination letter.
However, the Plan administrator and the Plans 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
Plans financial statements.
Note 7 Plan Amendment
Effective May 1, 2006, the Hydraulics, Ltd. Retirement Plan, a frozen plan sponsored
by Aqua North Carolina, Inc. as successor to Hydraulics, Ltd., was merged with and
into the Plan. The transfer of assets from the Hydraulics, Ltd. Retirement Plan
will take place as soon as the third party administrators can provide for the
transfer.
Note 8 Subsequent Event
Effective January 1, 2007, the Plan was amended to reflect applicable provisions of
the recently enacted Pension Protection Act. Under this amendment participants will
become fully vested in the profit sharing contribution after three years of service
rather than five years of service prior to the amendment. In addition, participants
will be permitted to diversify the existing funds in their employer matching
account, invested in Aqua America, Inc. common stock, to any other funds offered
under the Plan over a two year period.
11
Aqua America, Inc. 401(k) and Profit Sharing Plan
Notes to Financial Statements
December 31, 2006 and 2005
Note 9 Reconciliation to Form 5500
The following is a reconciliation of investments at
fair value per the financial
statements at December 31, 2006 and 2005 to Form
5500:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
Investments in common/collective fund at fair value
per the financial statements |
|
$ |
972,060 |
|
|
$ |
698,657 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value
for fully benefit-responsive investment contract |
|
|
18,267 |
|
|
|
12,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in common/collective fund at contract
value
per Form 5500 |
|
$ |
990,327 |
|
|
$ |
711,381 |
|
|
|
|
|
|
|
|
12
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, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
( a ) |
|
Identity of Issue ( b ) |
|
Description of Investment ( c ) |
|
Cost ( d ) |
|
Value ( e ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
American Century Balanced Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
$ |
497,041 |
|
*
|
|
American Century Diverified Bond Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
385,290 |
|
*
|
|
American Century Equity Index Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
639,030 |
|
*
|
|
American Century International Growth Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
513,583 |
|
*
|
|
American Century My Retirement Portfolio
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
694 |
|
*
|
|
American Century My Retirement Portfolio 2015
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
16,859 |
|
*
|
|
American Century My Retirement Portfolio 2025
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
29,703 |
|
*
|
|
American Century My Retirement Portfolio 2035
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
10,194 |
|
*
|
|
American Century My Retirement Portfolio 2045
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
63,010 |
|
*
|
|
American Century Select Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
465,977 |
|
*
|
|
American Century Strategic Allocation
Moderate Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
605,581 |
|
*
|
|
American Century Value Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
866,929 |
|
*
|
|
American Century Vista Fund
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
661,203 |
|
*
|
|
JP Morgan U.S. Small Company
|
|
Registered Investment Company
|
|
|
N/A |
|
|
|
688,134 |
|
*
|
|
American Century Stable Asset Fund
|
|
Common/Collective Fund
|
|
|
N/A |
|
|
|
972,060 |
|
*
|
|
Aqua America, Inc.
|
|
Common Stock
|
|
$ |
2,269,976 |
|
|
|
2,499,938 |
|
|
|
Uninvested Cash
|
|
Cash
|
|
|
18,185 |
|
|
|
18,185 |
|
*
|
|
Participant Loans
|
|
Participant Loans (interest rate 4.5%
to 10.0%)
|
|
|
0 |
|
|
|
404,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,338,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Represents a party-in-interest to the Plan. |
|
N/A |
|
Historical cost has not been presented as investment is participant directed. |
13
Aqua America, Inc. 401(k) and Profit Sharing Plan
Schedule of Reportable Transactions
Form 5500 Schedule H Line 4j
EIN: 23-1702594
PN: 005
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$ |
963,825 |
|
|
$ |
|
|
|
$ |
963,825 |
|
|
$ |
963,825 |
|
|
$ |
|
|
Aqua America, Inc. *
|
|
Common stock
|
|
|
|
|
|
|
177,487 |
|
|
|
149,358 |
|
|
|
177,487 |
|
|
|
28,129 |
|
|
|
|
* |
|
Represents a party-in-interest to the Plan. |
14