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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 September 30, 2017 

☐ 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) 

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| ﻿

						 

						                         |                |
|-------------------------------------------------------------|---------------------|
| 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ☐ |
| Emerging growth company ☐                                                                 |                                              |

﻿

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

﻿

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  

October 20, 2017:  177,690,598

  

			 		

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AQUA AMERICA, INC. AND SUBSIDIARIES

			 		

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TABLE OF CONTENTS

| ﻿                                                                                                                            |     |
|-------------------------------------------------------------------------------------------------------------------------------------|----------|
| ﻿                                                                                                                            | Page     |
| ﻿Part I – Financial Information                                                                                       |
| ﻿                                                                                                                            |     |
| ﻿Item 1.  Financial Statements:                                                                                    |     |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Balance Sheets (unaudited) – September 30, 2017 and December 31, 2016                                   | 2   |
|                                                                                                                                |     |
| ﻿Consolidated Statements of Net Income (unaudited) –Three Months Ended September 30, 2017 and 2016                    | 3   |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Statements of Net Income (unaudited) –Nine Months Ended September 30, 2017 and 2016                     | 4   |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Statements of Comprehensive Income (unaudited) –Three and Nine Months Ended September 30, 2017 and 2016 | 5   |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Statements of Capitalization (unaudited) –September 30, 2017 and December 31, 2016                      | 6   |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Statement of Equity (unaudited) –Nine Months Ended September 30, 2017                                   | 7   |
| ﻿                                                                                                                            |     |
| ﻿Consolidated Statements of Cash Flow (unaudited) –Nine Months Ended September 30, 2017 and 2016                      | 8   |
| ﻿                                                                                                                            |     |
| ﻿Notes to Consolidated Financial Statements (unaudited)                                                                      | 9   |
| ﻿                                                                                                                            |     |
| ﻿Item 2.  Management’s Discussion and Analysis of FinancialCondition and Results of Operations              | 26  |
| ﻿                                                                                                                            |     |
| ﻿Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                               | 31  |
| ﻿                                                                                                                            |     |
| ﻿Item 4.  Controls and Procedures                                                                                  | 31  |
|                                                                                                                                |
| ﻿Part II – Other Information                                                                                          |
|                                                                                                                                |     |
| ﻿Item 1.  Legal Proceedings                                                                                        | 31  |
| ﻿                                                                                                                            |     |
| ﻿Item 1A.  Risk Factors                                                                                            | 31  |
| ﻿                                                                                                                            |     |
| ﻿Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                              | 32  |
| ﻿                                                                                                                            |     |
| ﻿Item 6.  Exhibits                                                                                                 | 32  |
| ﻿                                                                                                                            |     |
| ﻿Exhibit Index                                                                                                               | 33  |
| ﻿                                                                                                                            |     |
| ﻿Signatures                                                                                                                  | 34  |

﻿

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED BALANCE SHEETS 

(In thousands of dollars, except per share amounts) 

(UNAUDITED)

﻿

| ﻿                                                                                                                                         |   |          |            |         |   |            |
|--------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------|-----------------|--------------|--------|-----------------|
| ﻿                                                                                                                                         |   |          |            |         |   |
| ﻿                                                                                                                                         |   | September 30, |            | December 31, |
| Assets                                                                                                                                           |   | 2017          |            | 2016         |
| Property, plant and equipment, at cost                                                                                                           |   | $             | 6,857,093  |         | $      | 6,509,117  |
| Less:  accumulated depreciation                                                                                                        |   |          | 1,580,619  |         |   | 1,507,502  |
| Net property, plant and equipment                                                                                                                |   |          | 5,276,474  |         |   | 5,001,615  |
| Current assets:                                                                                                                                  |   |          |            |         |   |            |
| Cash and cash equivalents                                                                                                                        |   |          | 4,139      |         |   | 3,763      |
| Accounts receivable and unbilled revenues, net                                                                                                   |   |          | 104,894    |         |   | 97,394     |
| Inventory, materials and supplies                                                                                                                |   |          | 16,557     |         |   | 12,961     |
| Prepayments and other current assets                                                                                                             |   |          | 11,209     |         |   | 12,804     |
| Assets held for sale                                                                                                                             |   |          | 1,543      |         |   | 1,728      |
| Total current assets                                                                                                                             |   |          | 138,342    |         |   | 128,650    |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| Regulatory assets                                                                                                                                |   |          | 1,044,787  |         |   | 948,647    |
| Deferred charges and other assets                                                                                                                |   |          | 36,169     |         |   | 30,845     |
| Investment in joint venture                                                                                                                      |   |          | 7,379      |         |   | 7,026      |
| Goodwill                                                                                                                                         |   |          | 42,230     |         |   | 42,208     |
| Total assets                                                                                                                                     |   | $             | 6,545,381  |         | $      | 6,158,991  |
| Liabilities and Equity                                                                                                                           |   |          |            |         |   |            |
| Stockholders' equity:                                                                                                                            |   |          |            |         |   |            |
| Common stock at $.50 par value, authorized 300,000,000 shares, issued 180,669,222 and 180,311,345 as of September 30, 2017 and December 31, 2016 |   | $             | 90,334     |         | $      | 90,155     |
| Capital in excess of par value                                                                                                                   |   |          | 804,753    |         |   | 797,513    |
| Retained earnings                                                                                                                                |   |          | 1,115,601  |         |   | 1,032,844  |
| Treasury stock, at cost, 2,984,973 and 2,916,969 shares as of September 30, 2017 and December 31, 2016                                           |   |          | (73,229)        |         |   | (71,113)        |
| Accumulated other comprehensive income                                                                                                           |   |          | 806        |         |   | 669        |
| Total stockholders' equity                                                                                                                       |   |          | 1,938,265  |         |   | 1,850,068  |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| Long-term debt, excluding current portion                                                                                                        |   |          | 1,974,327  |         |   | 1,759,962  |
| Less:  debt issuance costs                                                                                                             |   |          | 21,854     |         |   | 22,357     |
| Long-term debt, excluding current portion, net of debt issuance costs                                                                            |   |          | 1,952,473  |         |   | 1,737,605  |
| Commitments and contingencies (See Note 13)                                                                                                      |   |          |            |         |   |            |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| Current liabilities:                                                                                                                             |   |          |            |         |   |            |
| Current portion of long-term debt                                                                                                                |   |          | 84,704     |         |   | 150,671    |
| Loans payable                                                                                                                                    |   |          | 20,990     |         |   | 6,535      |
| Accounts payable                                                                                                                                 |   |          | 63,358     |         |   | 59,872     |
| Accrued interest                                                                                                                                 |   |          | 23,210     |         |   | 18,367     |
| Accrued taxes                                                                                                                                    |   |          | 21,745     |         |   | 25,607     |
| Other accrued liabilities                                                                                                                        |   |          | 38,943     |         |   | 40,484     |
| Total current liabilities                                                                                                                        |   |          | 252,950    |         |   | 301,536    |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| Deferred credits and other liabilities:                                                                                                          |   |          |            |         |   |            |
| Deferred income taxes and investment tax credits                                                                                                 |   |          | 1,391,096  |         |   | 1,269,253  |
| Customers' advances for construction                                                                                                             |   |          | 107,715    |         |   | 91,843     |
| Regulatory liabilities                                                                                                                           |   |          | 239,469    |         |   | 250,635    |
| Other                                                                                                                                            |   |          | 110,412    |         |   | 115,583    |
| Total deferred credits and other liabilities                                                                                                     |   |          | 1,848,692  |         |   | 1,727,314  |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| Contributions in aid of construction                                                                                                             |   |          | 553,001    |         |   | 542,468    |
| Total liabilities and equity                                                                                                                     |   | $             | 6,545,381  |         | $      | 6,158,991  |
| ﻿                                                                                                                                         |   |          |            |         |   |            |
| See notes to consolidated financial statements beginning on page 9 of this report.                                                               |

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENTS OF NET INCOME

(In thousands, except per share amounts)

(UNAUDITED)

﻿

﻿

| ﻿                                                                           |   |               |          |   |   |          |
|------------------------------------------------------------------------------------|--------|--------------------|---------------|--------|--------|---------------|
| ﻿                                                                           |   | Three Months Ended |
| ﻿                                                                           |   | September 30,      |
| ﻿                                                                           |   | 2017               |          | 2016   |
| Operating revenues                                                                 |   | $                  | 215,008  |   | $      | 226,593  |
| ﻿                                                                           |   |               |          |   |   |          |
| Operating expenses:                                                                |   |               |          |   |   |          |
| Operations and maintenance                                                         |   |               | 67,982   |   |   | 79,812   |
| Depreciation                                                                       |   |               | 34,264   |   |   | 33,881   |
| Amortization                                                                       |   |               | 42       |   |   | 389      |
| Taxes other than income taxes                                                      |   |               | 15,234   |   |   | 14,712   |
| Total operating expenses                                                           |   |               | 117,522  |   |   | 128,794  |
| ﻿                                                                           |   |               |          |   |   |          |
| Operating income                                                                   |   |               | 97,486   |   |   | 97,799   |
| ﻿                                                                           |   |               |          |   |   |          |
| Other expense (income):                                                            |   |               |          |   |   |          |
| Interest expense, net                                                              |   |               | 22,411   |   |   | 20,168   |
| Allowance for funds used during construction                                       |   |               | (3,914)       |   |   | (2,267)       |
| Gain on sale of other assets                                                       |   |               | (43)          |   |   | (62)          |
| Equity earnings in joint venture                                                   |   |               | (593)         |   |   | (1,621)       |
| Income before income taxes                                                         |   |               | 79,625   |   |   | 81,581   |
| Provision for income taxes                                                         |   |               | 3,400    |   |   | 8,411    |
| Net income                                                                         |   | $                  | 76,225   |   | $      | 73,170   |
| ﻿                                                                           |   |               |          |   |   |          |
| Net income per common share:                                                       |   |               |          |   |   |          |
| Basic                                                                              |   | $                  | 0.43     |   | $      | 0.41     |
| Diluted                                                                            |   | $                  | 0.43     |   | $      | 0.41     |
| ﻿                                                                           |   |               |          |   |   |          |
| Average common shares outstanding during the period:                               |   |               |          |   |   |          |
| Basic                                                                              |   |               | 177,660  |   |   | 177,336  |
| Diluted                                                                            |   |               | 178,124  |   |   | 177,817  |
| ﻿                                                                           |   |               |          |   |   |          |
| Cash dividends declared per common share                                           |   | $                  | 0.2047   |   | $      | 0.191    |
| ﻿                                                                           |   |               |          |   |   |          |
| See notes to consolidated financial statements beginning on page 9 of this report. |
| ﻿                                                                           |   |               |          |   |   |          |

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENTS OF NET INCOME

(In thousands, except per share amounts)

(UNAUDITED)

﻿

| ﻿                                                                           |   |              |          |   |   |          |
|------------------------------------------------------------------------------------|--------|-------------------|---------------|--------|--------|---------------|
| ﻿                                                                           |   |              |          |   |   |          |
| ﻿                                                                           |   | Nine Months Ended |
| ﻿                                                                           |   | September 30,     |
| ﻿                                                                           |   | 2017              |          | 2016   |
| Operating revenues                                                                 |   | $                 | 606,213  |   | $      | 623,076  |
| ﻿                                                                           |   |              |          |   |   |          |
| Operating expenses:                                                                |   |              |          |   |   |          |
| Operations and maintenance                                                         |   |              | 207,963  |   |   | 227,347  |
| Depreciation                                                                       |   |              | 101,508  |   |   | 97,645   |
| Amortization                                                                       |   |              | 358      |   |   | 1,367    |
| Taxes other than income taxes                                                      |   |              | 44,390   |   |   | 43,094   |
| Total operating expenses                                                           |   |              | 354,219  |   |   | 369,453  |
| ﻿                                                                           |   |              |          |   |   |          |
| Operating income                                                                   |   |              | 251,994  |   |   | 253,623  |
| ﻿                                                                           |   |              |          |   |   |          |
| Other expense (income):                                                            |   |              |          |   |   |          |
| Interest expense, net                                                              |   |              | 65,124   |   |   | 60,136   |
| Allowance for funds used during construction                                       |   |              | (10,570)      |   |   | (6,446)       |
| Gain on sale of other assets                                                       |   |              | (322)         |   |   | (390)         |
| Equity earnings in joint venture                                                   |   |              | (402)         |   |   | (1,143)       |
| Income before income taxes                                                         |   |              | 198,164  |   |   | 201,466  |
| Provision for income taxes                                                         |   |              | 11,899   |   |   | 16,933   |
| Net income                                                                         |   | $                 | 186,265  |   | $      | 184,533  |
| ﻿                                                                           |   |              |          |   |   |          |
| Net income per common share:                                                       |   |              |          |   |   |          |
| Basic                                                                              |   | $                 | 1.05     |   | $      | 1.04     |
| Diluted                                                                            |   | $                 | 1.05     |   | $      | 1.04     |
| ﻿                                                                           |   |              |          |   |   |          |
| Average common shares outstanding during the period:                               |   |              |          |   |   |          |
| Basic                                                                              |   |              | 177,583  |   |   | 177,243  |
| Diluted                                                                            |   |              | 178,103  |   |   | 177,781  |
| ﻿                                                                           |   |              |          |   |   |          |
| Cash dividends declared per common share                                           |   | $                 | 0.5873   |   | $      | 0.5473   |
| ﻿                                                                           |   |              |          |   |   |          |
| See notes to consolidated financial statements beginning on page 9 of this report. |

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(In thousands of dollars) 

 (UNAUDITED)

  

﻿

| ﻿                                                                                                                                                                                                              |   |               |         |              |   |         |   |   |          |   |   |          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|--------------|-------------------|--------|--------------|--------|--------|---------------|--------|--------|---------------|
| ﻿                                                                                                                                                                                                              |   |               |         |              |   |         |   |   |          |   |   |          |
| ﻿                                                                                                                                                                                                              |   | Three Months Ended |         | Nine Months Ended |
| ﻿                                                                                                                                                                                                              |   | September 30,      |         | September 30,     |
| ﻿                                                                                                                                                                                                              |   | 2017               |         | 2016              |   | 2017         |   | 2016   |
| Net income                                                                                                                                                                                                            |   | $                  | 76,225  |              | $      | 73,170  |   | $      | 186,265  |   | $      | 184,533  |
| Other comprehensive income, net of tax:                                                                                                                                                                               |   |               |         |              |   |         |   |   |          |   |   |          |
| Unrealized holding gain on investments, net of tax expense of $22 and $11 for the three months, and $73 and $14 for the nine months ended September 30, 2017 and 2016, respectively                                   |   |               | 42      |              |   | 20      |   |   | 137      |   |   | 26       |
| Reclassification of gain on sale of investment to net income, net of tax of $30 for the nine months ended September 30, 2016 (1)                                                                                      |   |               |  -      |              |   |  -      |   |   |  -       |   |   | (57)          |
| Comprehensive income                                                                                                                                                                                                  |   | $                  | 76,267  |              | $      | 73,190  |   | $      | 186,402  |   | $      | 184,502  |
| ﻿                                                                                                                                                                                                              |   |               |         |              |   |         |   |   |          |   |   |          |
| (1) Amount of pre-tax gain of $87 reclassified from accumulated other comprehensive income to gain on sale of other assets on the consolidated statements of net income for the nine months ended September 30, 2016. |
| ﻿                                                                                                                                                                                                              |   |               |         |              |   |         |   |   |          |   |   |          |
| See notes to consolidated financial statements beginning on page 9 of this report.                                                                                                                                    |

 

  

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENTS OF CAPITALIZATION 

(In thousands of dollars, except per share amounts) 

(UNAUDITED)

﻿

﻿

| ﻿                                                                           |                |   |            |            |         |            |            |
|------------------------------------------------------------------------------------|---------------------|--------|-----------------|-----------------|--------------|-----------------|-----------------|
| ﻿                                                                           |                |   |            |            |         |            |
| ﻿                                                                           |                |   | September 30,   |            | December 31, |
| ﻿                                                                           |                |   | 2017            |            | 2016         |
| Stockholders' equity:                                                              |                |   |            |            |         |            |            |
|     Common stock, $.50 par value                               |                |   | $               | 90,334     |         | $               | 90,155     |
|     Capital in excess of par value                             |                |   |            | 804,753    |         |            | 797,513    |
|     Retained earnings                                          |                |   |            | 1,115,601  |         |            | 1,032,844  |
|     Treasury stock, at cost                                    |                |   |            | (73,229)        |         |            | (71,113)        |
|     Accumulated other comprehensive income                     |                |   | 806        |            |         | 669        |
| Total stockholders' equity                                                         |                |   |            | 1,938,265  |         |            | 1,850,068  |
| ﻿                                                                           |                |   |            |            |         |            |            |
| Long-term debt of subsidiaries (substantially collateralized by utility plant):    |                |   |            |            |         |            |
| Interest Rate Range                                                                | Maturity Date Range |   |            |            |         |            |            |
| 0.00% to  0.99%                                                          | 2023 to 2033        |   |            | 4,196      |         |            | 4,661      |
| 1.00% to  1.99%                                                          | 2019 to 2035        |   |            | 13,196     |         |            | 15,539     |
| 2.00% to  2.99%                                                          | 2024 to 2033        |   |            | 19,689     |         |            | 19,668     |
| 3.00% to  3.99%                                                          | 2019 to 2056        |   |            | 475,904    |         |            | 381,944    |
| 4.00% to  4.99%                                                          | 2020 to 2054        |   |            | 556,681    |         |            | 487,318    |
| 5.00% to  5.99%                                                          | 2019 to 2043        |   |            | 205,703    |         |            | 213,078    |
| 6.00% to  6.99%                                                          | 2017 to 2036        |   |            | 44,000     |         |            | 52,985     |
| 7.00% to  7.99%                                                          | 2022 to 2027        |   |            | 32,521     |         |            | 33,066     |
| 8.00% to  8.99%                                                          | 2021 to 2025        |   |            | 6,214      |         |            | 6,565      |
| 9.00% to  9.99%                                                          | 2018 to 2026        |   |            | 25,700     |         |            | 26,400     |
| 10.00% to 10.99%                                                                   | 2018                |   |            | 6,000      |         |            | 6,000      |
| ﻿                                                                           |                |   |            | 1,389,804  |         |            | 1,247,224  |
| ﻿                                                                           |                |   |            |            |         |            |            |
| Notes payable to bank under revolving credit agreement, variable rate, due 2021    |                |   | 49,000     |            |         | 25,000     |
| Unsecured notes payable:                                                           |                |   |            |            |         |            |            |
| Bank notes at 1.975% and 2.48% due 2018 and 2019                                   |                |   |            | 100,000    |         |            | 100,000    |
| Notes ranging from 3.01% to 3.59% due 2027 through 2041                            |                |   | 245,000    |            |         | 245,000    |
| Notes ranging from 4.62% to 4.87%, due 2018 through 2024                           |                |   | 122,800    |            |         | 133,600    |
| Notes ranging from 5.20% to 5.95%, due 2018 through 2037                           |                |   | 152,427    |            |         | 159,809    |
| Total long-term debt                                                               |                |   |            | 2,059,031  |         |            | 1,910,633  |
| ﻿                                                                           |                |   |            |            |         |            |            |
| Current portion of long-term debt                                                  |                |   |            | 84,704     |         |            | 150,671    |
| Long-term debt, excluding current portion                                          |                |   | 1,974,327  |            |         | 1,759,962  |
| Less:  debt issuance costs                                               |                |   |            | 21,854     |         |            | 22,357     |
| Long-term debt, excluding current portion, net of debt issuance costs              |                |   | 1,952,473  |            |         | 1,737,605  |
| ﻿                                                                           |                |   |            |            |         |            |            |
| Total capitalization                                                               |                |   | $               | 3,890,738  |         | $               | 3,587,673  |
| ﻿                                                                           |                |   |            |            |         |            |            |
| See notes to consolidated financial statements beginning on page 9 of this report. |

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENT OF EQUITY 

(In thousands of dollars)

(UNAUDITED)

﻿

| ﻿                                                                                                                                               |   |   |         |      |       |          |   |     |            |          |   |     |   |        |      |   |   |            |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|-----------|------------|---------------|--------|----------|-----------------|---------------|--------|----------|--------|-------------|-----------|--------|--------|-----------------|
| ﻿                                                                                                                                               |   |   |         |      |       |          |   |     |            |          |   |     |   |        |      |   |   |            |
| ﻿                                                                                                                                               |   |   |         |      |       |          |   |     |            |          |   |     |   |        |      |   |   |            |
| ﻿                                                                                                                                               |   |   |         |      |       |          |   |     |            |          |   |     |   | Accumulated |      |   |   |
| ﻿                                                                                                                                               |   |   |         |      | Capital in |          |   |     |            |          |   |     | Other  |        |      |   |
| ﻿                                                                                                                                               |   | Common |         | Excess of |       | Retained      |   | Treasury |            | Comprehensive |   |     |   |
| ﻿                                                                                                                                               |   | Stock  |         | Par Value |       | Earnings      |   | Stock    |            | Income        |   | Total    |
| Balance at December 31, 2016                                                                                                                           |   | $      | 90,155  |      | $          | 797,513  |   | $        | 1,032,844  |          | $      | (71,113) |   | $           | 669  |   | $      | 1,850,068  |
| Net income                                                                                                                                             |   |   |  -      |      |       |  -       |   |     | 186,265    |          |   |  -  |   |        |  -   |   |   | 186,265    |
| Other comprehensive income, net of income tax of $73                                                                                                   |   |   |  -      |      |       |  -       |   |     |  -         |          |   |  -  |   |        | 137  |   |   | 137        |
| Dividends                                                                                                                                              |   |   |  -      |      |       |  -       |   |     | (104,286)       |          |   |  -  |   |        |  -   |   |   | (104,286)       |
| Sale of stock (34,814 shares)                                                                                                                          |   |   | 17      |      |       | 1,067    |   |     |  -         |          |   |  -  |   |        |  -   |   |   | 1,084      |
| Repurchase of stock (68,004 shares)                                                                       |   |   |  -      |      |       |  -       |   |     |  -         |          |   | (2,116)  |   |        |  -   |   |   | (2,116)         |
| Equity compensation plan (165,442) shares)                                                                                                             |   |   | 83      |      |       | (83)          |   |     |  -         |          |   |  -  |   |        |  -   |   |   |  -         |
| Exercise of stock options (157,621) shares)                                                                                                            |   |   | 79      |      |       | 2,524    |   |     |  -         |          |   |  -  |   |        |  -   |   |   | 2,603      |
| Stock-based compensation                                                                                                                               |   |   |  -      |      |       | 4,379    |   |     | (204)           |          |   |  -  |   |        |  -   |   |   | 4,175      |
| Cumulative effect of change in accounting principle - windfall tax benefit                                                                             |   |   |  -      |      |       |  -       |   |     | 982        |          |   |  -  |   |        |  -   |   |   | 982        |
| Other                                                                                                                                        |   |   |  -      |      |       | (647)         |   |     |  -         |          |   |  -  |   |        |  -   |   |   | (647)           |
| Balance at September 30, 2017                                                                                                                          |   | $      | 90,334  |      | $          | 804,753  |   | $        | 1,115,601  |          | $      | (73,229) |   | $           | 806  |   | $      | 1,938,265  |
| ﻿                                                                                                                                               |
| Refer to Note 15 - Recent Accounting Pronouncements for a discussion of the cumulative effect of change in accounting principle - windfall tax benefit |
| See notes to consolidated financial statements beginning on page 9 of this report.                                                                     |

 

  

 

			 		

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Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES 

			 		

CONSOLIDATED STATEMENTS OF CASH FLOW 

(In thousands of dollars) 

(UNAUDITED)

﻿

  

| ﻿                                                                                                                                   |   |              |          |   |   |          |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|---------------|--------|--------|---------------|
| ﻿                                                                                                                                   |   | Nine Months Ended |
| ﻿                                                                                                                                   |   | September 30,     |
| ﻿                                                                                                                                   |   | 2017              |          | 2016   |
| Cash flows from operating activities:                                                                                                      |   |              |          |   |   |          |
| Net income                                                                                                                                 |   | $                 | 186,265  |   | $      | 184,533  |
| Adjustments to reconcile net income to net cash flows from operating activities:                                                           |   |              |          |   |   |          |
| Depreciation and amortization                                                                                                              |   |              | 101,866  |   |   | 99,012   |
| Deferred income taxes                                                                                                                      |   |              | 9,774    |   |   | 15,345   |
| Provision for doubtful accounts                                                                                                            |   |              | 3,476    |   |   | 3,533    |
| Stock-based compensation                                                                                                                   |   |              | 4,379    |   |   | 3,642    |
| Loss (gain) on sale of utility system and market-based business unit                                                                       |   |              | 324      |   |   | (1,824)       |
| Gain on sale of other assets                                                                                                               |   |              | (322)         |   |   | (390)         |
| Net change in receivables, inventory and prepayments                                                                                       |   |              | (13,550)      |   |   | (15,235)      |
| Net change in payables, accrued interest, accrued taxes and other accrued liabilities                                                      |   |              | 3,705    |   |   | (241)         |
| Pension and other postretirement benefits contributions                                                                                    |   |              | (15,421)      |   |   | (8,145)       |
| Other                                                                                                                                      |   |              | 1,565    |   |   | 8,404    |
| Net cash flows from operating activities                                                                                                   |   |              | 282,061  |   |   | 288,634  |
| Cash flows from investing activities:                                                                                                      |   |              |          |   |   |          |
| Property, plant and equipment additions, including the debt component of allowance for funds used during construction of $2,533 and $1,626 |   |              | (337,731)     |   |   | (270,019)     |
| Acquisitions of utility systems and other, net                                                                                             |   |              | (5,860)       |   |   | (5,626)       |
| Net proceeds from the sale of utility system and other assets                                                                              |   |              | 1,144    |   |   | 6,545    |
| Other                                                                                                                                      |   |              | 1,448    |   |   | (32)          |
| Net cash flows used in investing activities                                                                                                |   |              | (340,999)     |   |   | (269,132)     |
| Cash flows from financing activities:                                                                                                      |   |              |          |   |   |          |
| Customers' advances and contributions in aid of construction                                                                               |   |              | 5,648    |   |   | 6,006    |
| Repayments of customers' advances                                                                                                          |   |              | (3,519)       |   |   | (1,882)       |
| Net proceeds of short-term debt                                                                                                            |   |              | 14,455   |   |   | 31,269   |
| Proceeds from long-term debt                                                                                                               |   |              | 441,294  |   |   | 234,288  |
| Repayments of long-term debt                                                                                                               |   |              | (293,270)     |   |   | (181,359)     |
| Change in cash overdraft position                                                                                                          |   |              | (1,932)       |   |   | (12,586)      |
| Proceeds from issuing common stock                                                                                                         |   |              | 1,084    |   |   | 1,029    |
| Proceeds from exercised stock options                                                                                                      |   |              | 2,603    |   |   | 3,836    |
| Stock-based compensation windfall tax benefits                                                                                             |   |              |  -       |   |   | 1,263    |
| Repurchase of common stock                                                                                                                 |   |              | (2,116)       |   |   | (2,905)       |
| Dividends paid on common stock                                                                                                             |   |              | (104,286)     |   |   | (96,994)      |
| Other                                                                                                                                      |   |              | (647)         |   |   | (984)         |
| Net cash flows from (used in) financing activities                                                                                         |   |              | 59,314   |   |   | (19,019)      |
| Net change in cash and cash equivalents                                                                                                    |   |              | 376      |   |   | 483      |
| Cash and cash equivalents at beginning of period                                                                                           |   |              | 3,763    |   |   | 3,229    |
| Cash and cash equivalents at end of period                                                                                                 |   | $                 | 4,139    |   | $      | 3,712    |
| ﻿                                                                                                                                   |
| Non-cash investing activities:                                                                                                             |
| Property, plant and equipment additions purchased at the period end, but not yet paid for                                                  |   | $                 | 35,145   |   | $      | 23,548   |
| Non-cash customer advances and contributions in aid of construction                                                                        |   |              | 31,615   |   |   | 20,065   |
| ﻿                                                                                                                                   |   |              |          |   |   |          |
| Refer to Note 3 - Acquisitions for a description of non-cash activities                                                                    |   |              |          |   |   |          |
| See notes to consolidated financial statements beginning on page 9 of this report.                                                         |

 

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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 September 30, 2017, the consolidated statements of net income and comprehensive income for the three and nine months ended September 30, 2017 and 2016 the consolidated statements of cash flow for the nine months ended September 30, 2017 and 2016, and the consolidated statement of equity for the nine months ended September 30, 2017 are unaudited, but reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary to present a  fair statement of its consolidated financial position, consolidated changes in equity, consolidated results of operations, and 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, 2016.  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, 2016 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2016 audited consolidated financial statements, but does not include all disclosures and notes normally provided in annual financial statements.  Certain prior period amounts have been reclassified to conform to the current period presentation in the consolidated statements of cash flows:

|  | · |  | pension and other postretirement benefit contributions, and |
|--|--------|--|-------------------------------------------------------------|

|  | · |  | as a result of the early adoption, in the third quarter of 2017, of the Financial Accounting Standards Board’s (“FASB”) accounting guidance on the classification of certain cash receipts and cash payments,  the presentation of debt extinguishment costs (refer to Note 15 – Recent Accounting Pronouncements). |
|--|--------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

﻿

The preparation of financial statements often requires the selection of specific accounting methods and policies.  Further, significant estimates and judgments may be required in selecting and applying those methods and policies in the recognition of the assets and liabilities in its consolidated balance sheets, the revenues and expenses in its consolidated statements of net income, and the information that is contained in its summary of significant accounting policies and notes to consolidated financial statements.  Making these estimates and judgments requires the analysis of information concerning events that may not yet be complete and of facts and circumstances that may change over time.  Accordingly, actual amounts or future results can differ materially from those estimates that the Company includes currently in its consolidated financial statements, summary of significant accounting policies, and notes. 

﻿

There have been no changes to the summary of significant accounting policies previously identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  

 

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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 2 – Goodwill 

﻿

The following table summarizes the changes in the Company’s goodwill, by business segment:

 

﻿

| ﻿                                                 |   |      |         |   |   |         |   |   |         |
|----------------------------------------------------------|--------|-----------|--------------|--------|--------|--------------|--------|--------|--------------|
| ﻿                                                 |   |      |         |   |   |         |   |   |         |
| ﻿                                                 |   | Regulated |         |   |   |         |   |   |
| ﻿                                                 |   | Segment   |         | Other  |   | Consolidated |
| Balance at December 31, 2016                             |   | $         | 37,367  |   | $      | 4,841   |   | $      | 42,208  |
| Goodwill acquired                                        |   |      | 72      |   |   |  -      |   |   | 72      |
| Reclassification to utility plant acquisition adjustment |   |      | (50)         |   |   |  -      |   |   | (50)         |
| Balance at September 30, 2017                            |   | $         | 37,389  |   | $      | 4,841   |   | $      | 42,230  |

﻿

The reclassification of goodwill to utility plant acquisition adjustment results from a mechanism approved by the applicable utility commission.  The mechanism provides for the transfer over time, and the recovery through customer rates, of goodwill associated with some acquisitions upon achieving specific objectives.

﻿

Goodwill is not amortized but is tested for impairment annually, or more often, if circumstances indicate a possible impairment may exist, to determine whether it  is more likely than not that the fair value of a reporting unit is less than its carrying amount.  When testing goodwill for impairment, the Company may assess qualitative factors, including macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and entity specific events.  Alternatively, the Company may bypass this qualitative assessment for some of its reporting units and perform a quantitative goodwill impairment test by determining the fair value of a reporting unit based on a discounted cash flow analysis.  The Company tested the goodwill attributable to each of its reporting units for impairment as of July 31, 2017, in conjunction with the timing of its annual strategic business plan, and concluded that the estimated fair value of each reporting unit, which has goodwill recorded, exceeded the reporting unit’s carrying amount, indicating that none of the Company’s goodwill was impaired.

﻿

﻿

﻿

  

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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 3 – Acquisitions 

﻿

During the first nine months of 2017, the Company completed four acquisitions of water and wastewater utility systems in various states adding 1,003 customers.  The total purchase price of these utility systems consisted of $5,860 in cash, which resulted in $72 of goodwill being recorded.  The pro forma effect of the businesses acquired is not material either individually or collectively to the Company’s results of operations.  

﻿

As part of the Company’s growth-through-acquisition strategy, the Company has entered into purchase agreements to acquire the water or wastewater utility system assets of five municipalities for a total combined purchase price in cash of $145,700.  The purchase price for these pending acquisitions is subject to certain adjustments at closing, and is subject to regulatory approvals.  Closing for these acquisitions are expected to occur by mid-year 2018, which is subject to the timing of the regulatory approval process.  These acquisitions will add approximately 14,900 customers in two of the states that the Company operates in.      

﻿

Pursuant to its strategy to grow through acquisitions, in January 2016, the Company acquired Superior Water Company, Inc., which provides public water service to approximately 3,900 customers in portions of Berks, Chester, and Montgomery counties in Pennsylvania.  The total purchase price for the utility system was $16,750, which consisted of the issuance of 439,943 shares of the Company’s common stock and $3,905 in cash.  The purchase price allocation for this acquisition consisted primarily of acquired property, plant and equipment of $25,167, contributions in aid of construction of $16,565, and goodwill of $8,622.  Additionally, during 2016, the Company completed eighteen acquisitions of water and wastewater utility systems in various states adding 2,469 customers.  The total purchase price of these utility systems consisted of $5,518 in cash, which resulted in $1,756 of goodwill being recorded.  The pro forma effect of the businesses acquired is not material either individually or collectively to the Company’s results of operations.        

 

Note 4  –  Assets Held for Sale

﻿

In the first quarter of 2017, the Company decided to market for sale a water system that serves approximately 265 customers.  This water system is reported as assets held for sale in the Company’s consolidated balance sheet. 

﻿

In the second quarter of 2016, the Company decided to market for sale two business units that are reported within the Company’s market-based subsidiary, Aqua Resources.  One business unit installed and tested devices that prevent the contamination of potable water and repaired water and wastewater systems, for which the sale was completed in January 2017.  The other business unit repairs and performs maintenance on water and wastewater systems, for which the sale was completed in June 2017.

﻿

﻿

﻿

]

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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 5  –  Capitalization 

﻿

In October 2017, Aqua Pennsylvania issued $75,000 of first mortgage bonds, of which $35,000 is due in 2054,  $20,000 is due in 2055, and $20,000 is due in 2057 with interest rates of 4.06%,  4.07%, and 4.09%, respectively.  The proceeds from these bonds were used to repay existing indebtedness and for general corporate purposes.

﻿

In July 2017, Aqua Illinois issued $100,000 of first mortgage bonds consisting of the following:

﻿

| \       |          |     |
|---------|---------------|----------|
| Amount  | Interest Rate | Maturity |
| $25,000 | 3.64%         | 2032     |
| $6,000  | 3.89%         | 2037     |
| $15,000 | 3.90%         | 2038     |
| $10,000 | 4.18%         | 2047     |
| $22,000 | 4.22%         | 2049     |
| $22,000 | 4.24%         | 2050     |

﻿

The proceeds from these bonds were used to repay existing indebtedness and for general corporate purposes.  

﻿

In July 2017, Aqua Pennsylvania issued $80,000 of first mortgage bonds, of which $40,000 is due in 2055 and $40,000 is due in 2057 with interest rates of 4.04% and 4.06%, respectively.  The proceeds from these bonds were used to repay existing indebtedness and for general corporate purposes.  

﻿

In January 2017, Aqua Pennsylvania issued $50,000 of first mortgage bonds, of which $10,000 is due in 2042 and $40,000 is due in 2044 with interest rates of 3.65% and 3.69%, respectively. The proceeds from these bonds were used to repay existing indebtedness and for general corporate purposes.

 

Note 6  –  Fair Value of Financial Instruments 

 

The Company follows the FASB’s 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.  |
|--|--------|--|-------------------------------------------------------------------------------------------------------|

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

﻿

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 September 30, 2017. 

﻿

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 loans payable is determined based on its carrying amount and utilizing Level 1 methods and assumptions.    As of September 30, 2017 and December 31, 2016, the carrying amount of the Company’s loans payable was $20,990 and $6,535, respectively, which equates to their estimated fair value.  The Company’s deferred compensation plan liability is determined by the fair value of mutual funds, which are based on quoted market prices from active markets utilizing Level 1 methods and assumptions.  As of September 30, 2017 and December 31, 2016, the carrying amount of these securities was $18,145 and $17,072,  which equates to their fair value, and is reported in the consolidated balance sheet in deferred charges and other assets.  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 September 30, 2017 and December 31, 2016, the carrying amounts of the Company's cash and cash equivalents was $4,139 and $3,763, respectively, which equates to their fair value. 

﻿

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

| ﻿             |   |          |            |         |   |            |
|----------------------|--------|---------------|-----------------|--------------|--------|-----------------|
| ﻿             |   |          |            |         |   |            |
| ﻿             |   | September 30, |            | December 31, |
| ﻿             |   | 2017          |            | 2016         |
| Carrying Amount      |   | $             | 2,059,031  |         | $      | 1,910,633  |
| Estimated Fair Value |   |          | 2,185,051  |         |   | 2,018,933  |

 

﻿

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 $107,715 as of September 30, 2017, and $91,843 as of December 31, 2016.  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 2027 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.

 

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 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

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 stock-based compensation 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 |   | Nine Months Ended |
| ﻿                                                                    |   | September 30,      |   | September 30,     |
| ﻿                                                                    |   | 2017               |   | 2016              |   | 2017          |   | 2016          |
| Average common shares outstanding during the period for basic computation   |   | 177,660       |   | 177,336      |   | 177,583  |   | 177,243  |
| Dilutive effect of employee stock-based compensation                        |   | 464           |   | 481          |   | 520      |   | 538      |
| Average common shares outstanding during the period for diluted computation |   | 178,124       |   | 177,817      |   | 178,103  |   | 177,781  |
| ﻿                                                                    |   |               |   |              |   |          |   |          |

﻿

For the three and nine months ended September 30, 2017 and 2016, 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 Plan.  During 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 to employees and consultants under the 2009 Plan are made by a committee of the Board of Directors of the Company, except that with respect to awards to the Chief Executive Officer, the committee recommends those awards for approval by the non-employee directors of the Board of Directors.  In the case of awards to non-employee directors, the Board of Directors makes such awards.  At September 30, 2017,  3,741,526 shares were still available for issuance under the 2009 Plan.  No further grants may be made under the 2004 Plan.  

 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

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 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 |        | Nine Months Ended |
| ﻿                                                            |   | September 30,      |        | September 30,     |
| ﻿                                                            |   | 2017               |        | 2016              |   | 2017        |   | 2016   |
| Stock-based compensation within operations and maintenance expenses |   | $                  | 1,035  |              | $      | 1,012  |   | $      | 2,875  |   | $      | 2,504  |
| Income tax benefit                                                  |   |               | 420    |              |   | 411    |   |   | 1,167  |   |   | 1,013  |

 

The following table summarizes the PSU transactions for the nine months ended September 30, 2017:   

﻿

| ﻿                                                        |   |   |          |   |       |        |
|-----------------------------------------------------------------|--------|--------|---------------|--------|------------|-------------|
| ﻿                                                        |   |   |          |   |       |        |
| ﻿                                                        |   |   | Number        |   | Weighted   |
| ﻿                                                        |   |   | of            |   | Average    |
| ﻿                                                        |   |   | Share Units   |   | Fair Value |
| Nonvested share units at beginning of period                    |   |   | 476,896  |   | $          | 27.96  |
| Granted                                                         |   |   | 125,202  |   |       | 30.79  |
| Performance criteria adjustment                                 |   |   | (64,398)      |   |       | 27.75  |
| Forfeited                                                       |   |   | (16,306)      |   |       | 28.26  |
| Share units vested in prior period and issued in current period |   |   | 32,400   |   |       | 25.31  |
| Share units issued                                              |   |   | (125,999)     |   |       | 36.37  |
| Nonvested share units at end of period                          |   |   | 427,795  |   | $          | 26.13  |
| ﻿                                                        |   |   |          |   |       |        |

 

 

 

A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions 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 nine months ended September 30, 2017 and 2016 was $30.79 and $28.89, 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 the Company’s 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.   

﻿

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

Restricted Stock Units – A 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.  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 RSUs includes dividend equivalents, no separate dividend yield assumption is required in calculating the fair value of the RSUs.  The following table provides the compensation cost and income tax benefit for stock-based compensation related to RSUs:

| ﻿                                                            |   |               |      |              |   |      |   |   |      |   |   |      |
|---------------------------------------------------------------------|--------|--------------------|-----------|-------------------|--------|-----------|--------|--------|-----------|--------|--------|-----------|
| ﻿                                                            |   |               |      |              |   |      |   |   |      |   |   |      |
| ﻿                                                            |   | Three Months Ended |      | Nine Months Ended |
| ﻿                                                            |   | September 30,      |      | September 30,     |
| ﻿                                                            |   | 2017               |      | 2016              |   | 2017      |   | 2016   |
| Stock-based compensation within operations and maintenance expenses |   | $                  | 311  |              | $      | 299  |   | $      | 915  |   | $      | 763  |
| Income tax benefit                                                  |   |               | 129  |              |   | 124  |   |   | 378  |   |   | 315  |

 

﻿

The following table summarizes the RSU transactions for the nine months ended September 30, 2017: 

﻿

| ﻿                                     |   |   |          |   |       |        |
|----------------------------------------------|--------|--------|---------------|--------|------------|-------------|
| ﻿                                     |   |   |          |   |       |        |
| ﻿                                     |   |   | Number        |   | Weighted   |
| ﻿                                     |   |   | of            |   | Average    |
| ﻿                                     |   |   | Stock Units   |   | Fair Value |
| Nonvested stock units at beginning of period |   |   | 109,273  |   | $          | 28.48  |
| Granted                                      |   |   | 41,293   |   |       | 30.37  |
| Stock units vested and issued                |   |   | (26,914)      |   |       | 26.18  |
| Forfeited                                    |   |   | (2,287)       |   |       | 30.52  |
| Nonvested stock units at end of period       |   |   | 121,365  |   | $          | 29.60  |

 

﻿

The per unit weighted-average fair value at the date of grant for RSUs granted during the nine months ended September 30, 2017 and 2016 was $30.37 and $32.09, respectively.   

﻿

Stock Options –  A stock option represents the option to purchase a number of shares of common stock of the Company as specified in the stock option grant agreement at the exercise price per share as determined by the closing market price of our common stock on the grant date.  Stock options are exercisable in installments of 33% annually, starting one year from the grant date and expire 10 years from the grant date.    The fair value of each stock option is amortized into compensation expense using the graded-vesting method, which results in the recognition of compensation costs over the requisite service period for each separately vesting tranche of the stock options as though the stock options were, in substance, multiple stock option grants.  The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock options:

| ﻿                                                            |   |               |     |              |          |     |   |   |      |   |   |      |
|---------------------------------------------------------------------|--------|--------------------|----------|-------------------|---------------|----------|--------|--------|-----------|--------|--------|-----------|
| ﻿                                                            |   |               |     |              |          |     |   |   |      |   |   |      |
| ﻿                                                            |   | Three Months Ended |     | Nine Months Ended |
| ﻿                                                            |   | September 30,      |     |              | September 30, |
| ﻿                                                            |   | 2017               |     | 2016              |          | 2017     |   | 2016   |
| Stock-based compensation within operations and maintenance expenses |   | $                  | 73  |              | $             |  -  |   | $      | 177  |   | $      |  -   |
| Income tax benefit                                                  |   |               | 43  |              |          | 15  |   |   | 167  |   |   | 249  |

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

| ﻿ |   |   |   |   |   |   |   |   |   |   |   |   |
|----------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|

The fair value of options was estimated at the grant date using the Black-Scholes option-pricing model.  The following assumptions were used in the application of this valuation model:

﻿

| ﻿                         |                                            |
|----------------------------------|-------------------------------------------------|
| ﻿                         | 2017                                            |
| Expected term (years)            | 5.45                                       |
| Risk-free interest rate          | 2.01%                                      |
| Expected volatility              | 17.7%                                      |
| Dividend yield                   | 2.51%                                      |
| Grant date fair value per option | $       4.07 |

﻿

Historical information was the principal basis for the selection of the expected term and dividend yield.  The expected volatility is based on a weighted-average combination of historical and implied volatilities over a time period that approximates the expected term of the option.  The risk-free interest rate was selected based upon the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. 

﻿

For the nine months ended September 30, 2016, there were no compensation costs for stock-based compensation related to stock options, as the previous stock option grant that occurred in 2010 became fully amortized in 2013.  Additionally, there were no stock options granted during the nine months ended September 30, 2016. 

﻿

The following table summarizes stock option transactions for the nine months ended September 30, 2017:

| ﻿                           |   |          |   |     |        |         |      |      |   |        |
|------------------------------------|--------|---------------|--------|----------|-------------|--------------|-----------|-----------|--------|-------------|
| ﻿                           |   |          |   |     |        |         |      |      |   |        |
| ﻿                           |   |          |   | Weighted |        | Weighted     |      |      |   |
| ﻿                           |   |          |   | Average  |        | Average      |      | Aggregate |
| ﻿                           |   |          |   | Exercise |        | Remaining    |      | Intrinsic |
| ﻿                           |   | Shares        |   | Price    |        | Life (years) |      | Value     |
| Outstanding at beginning of period |   | 427,335  |   | $        | 15.55  |         |      |      |   |        |
| Granted                            |   | 120,127  |   |     | 30.47  |         |      |      |   |        |
| Forfeited                          |   | (2,439)       |   |     | 30.47  |         |      |      |   |        |
| Expired / Cancelled                |   | (2,812)       |   |     | 14.26  |         |      |      |   |        |
| Exercised                          |   | (157,621)     |   |     | 16.51  |         |      |      |   |        |
| Outstanding at end of period       |   | 384,590  |   | $        | 19.73  |         | 3.9  |      | $      | 5,175  |
| ﻿                           |   |          |   |     |        |         |      |      |   |        |
| Exercisable at end of period       |   | 266,902  |   | $        | 15.00  |         | 1.4  |      | $      | 4,855  |

 

﻿

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

Stock Awards –      Stock awards represent the issuance of the Company’s common stock, without restriction.  The issuance of stock awards results in compensation expense which is equal to the fair market value of the stock on the grant date, and is expensed immediately upon grant.  The following table provides the compensation cost and income tax benefit for stock-based compensation related to stock awards: 

﻿

﻿

﻿

| ﻿                                                            |   |               |      |              |   |      |   |   |      |   |   |      |
|---------------------------------------------------------------------|--------|--------------------|-----------|-------------------|--------|-----------|--------|--------|-----------|--------|--------|-----------|
| ﻿                                                            |   |               |      |              |   |      |   |   |      |   |   |      |
| ﻿                                                            |   | Three Months Ended |      | Nine Months Ended |
| ﻿                                                            |   | September 30,      |      | September 30,     |
| ﻿                                                            |   | 2017               |      | 2016              |   | 2017      |   | 2016   |
| Stock-based compensation within operations and maintenance expenses |   | $                  | 150  |              | $      | 131  |   | $      | 412  |   | $      | 375  |
| Income tax benefit                                                  |   |               | 62   |              |   | 54   |   |   | 171  |   |   | 155  |

﻿

The following table summarizes stock award transactions for the nine months ended September 30, 2017:

﻿

﻿

| ﻿                                      |   |         |   |       |        |
|-----------------------------------------------|--------|--------------|--------|------------|-------------|
| ﻿                                      |   |         |   |       |        |
| ﻿                                      |   | Number       |   | Weighted   |
| ﻿                                      |   | of           |   | Average    |
| ﻿                                      |   | Stock Awards |   | Fair Value |
| Nonvested stock awards at beginning of period |   |  -      |   | $          |  -     |
| Granted                                       |   | 12,529  |   |       | 32.92  |
| Vested                                        |   | (12,529)     |   |       | 32.92  |
| Nonvested stock awards at end of period       |   |  -      |   | $          |  -     |

﻿

The per unit weighted-average fair value at the date of grant for stock awards granted during the nine months ended September 30, 2017 and 2016 was $32.92 and $32.57, respectively.

 

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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      |               | Nine Months Ended |
| ﻿                           |   | September 30,           |               | September 30,     |
| ﻿                           |   | 2017                    |               | 2016              |   | 2017              |   | 2016   |
| Service cost                       |   | $                       | 794           |              | $      | 784          |   | $      | 2,382  |   | $      | 2,394  |
| Interest cost                      |   |                    | 3,108         |              |   | 3,251        |   |   | 9,324  |   |   | 9,787  |
| Expected return on plan assets     |   |                    | (4,270)            |              |   | (4,215)           |   |   | (12,810)    |   |   | (12,696)    |
| Amortization of prior service cost |   |                    | 145           |              |   | 145          |   |   | 435    |   |   | 435    |
| Amortization of actuarial loss     |   |                    | 2,001         |              |   | 1,797        |   |   | 6,003  |   |   | 5,354  |
| Settlement charge                  |   |                    |  -            |              |   |  -           |   |   |  -     |   |   | 3,028  |
| Special termination benefit charge |   |                    |  -            |              |   |  -           |   |   |  -     |   |   | 302    |
| Net periodic benefit cost          |   | $                       | 1,778         |              | $      | 1,762        |   | $      | 5,334  |   | $      | 8,604  |
| ﻿                           |   |                    |               |              |   |              |   |   |        |   |   |        |
| ﻿                           |   | Other                   |
| ﻿                           |   | Postretirement Benefits |
| ﻿                           |   |                    | Three Months Ended |              |   | Nine Months Ended |
| ﻿                           |   |                    | September 30,      |              |   | September 30,     |
| ﻿                           |   | 2017                    |               | 2016              |   | 2017              |   | 2016   |
| Service cost                       |   | $                       | 255           |              | $      | 253          |   | $      | 765    |   | $      | 761    |
| Interest cost                      |   |                    | 737           |              |   | 726          |   |   | 2,211  |   |   | 2,202  |
| Expected return on plan assets     |   |                    | (647)              |              |   | (645)             |   |   | (1,941)     |   |   | (2,001)     |
| Amortization of prior service cost |   |                    | (127)              |              |   | (137)             |   |   | (381)       |   |   | (411)       |
| Amortization of actuarial loss     |   |                    | 291           |              |   | 220          |   |   | 873    |   |   | 707    |
| Net periodic benefit cost          |   | $                       | 509           |              | $      | 417          |   | $      | 1,527  |   | $      | 1,258  |

﻿

Effective July 1, 2015, the Company added a permanent lump sum option to the form of benefit payments offered to participants of the qualified defined benefit pension plan and non-qualified retirement plans upon retirement or termination.  During the first quarter of 2016, the lump sum payments paid to participants who elected this option for payments from the non-qualified retirement plans resulted in a settlement charge.    

﻿

The Company made cash contributions of $15,421 to its Pension Plan during the first six months of 2017,  which completed the Company’s 2017 cash contributions.  

 

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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 10 –  Water and Wastewater Rates 

 

During the first nine months of 2017, the Company’s operating divisions in Indiana and Ohio were granted base rate increases designed to increase total operating revenues on an annual basis by $7,403.  Further, during the first nine months of 2017, the Company’s operating divisions in Illinois, New Jersey, and North Carolina received approval to bill infrastructure rehabilitation surcharges designed to increase total operating revenues on an annual basis by $3,659.

 

Note 11 –  Taxes Other than Income Taxes 

 

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

| ﻿                             |   |               |         |              |   |         |   |   |         |   |   |         |
|--------------------------------------|--------|--------------------|--------------|-------------------|--------|--------------|--------|--------|--------------|--------|--------|--------------|
| ﻿                             |   |               |         |              |   |         |   |   |         |   |   |         |
| ﻿                             |   | Three Months Ended |         | Nine Months Ended |
| ﻿                             |   | September 30,      |         | September 30,     |
| ﻿                             |   | 2017               |         | 2016              |   | 2017         |   | 2016   |
| Property                             |   | $                  | 6,955   |              | $      | 7,007   |   | $      | 20,608  |   | $      | 20,119  |
| Gross receipts, excise and franchise |   |               | 3,969   |              |   | 3,409   |   |   | 10,507  |   |   | 9,468   |
| Payroll                              |   |               | 2,066   |              |   | 2,140   |   |   | 7,322   |   |   | 7,775   |
| Regulatory assessments               |   |               | 674     |              |   | 639     |   |   | 1,933   |   |   | 1,991   |
| Pumping fees                         |   |               | 1,526   |              |   | 1,442   |   |   | 3,820   |   |   | 3,501   |
| Other                                |   |               | 44      |              |   | 75      |   |   | 200     |   |   | 240     |
| Total taxes other than income        |   | $                  | 15,234  |              | $      | 14,712  |   | $      | 44,390  |   | $      | 43,094  |
| ﻿                             |   |               |         |              |   |         |   |   |         |   |   |         |

 

﻿

﻿

Note 12 –  Segment Information 

 

The Company has ten operating segments and one reportable segment.  The Regulated segment, the Company’s single reportable segment, is comprised of eight operating segments representing its water and wastewater regulated utility companies which are organized by the states where the Company provides water and wastewater services.  These operating segments are aggregated into one reportable segment because each of these operating segments has the following similarities: economic characteristics, nature of services, production processes, customers, water distribution or wastewater collection methods, and the nature of the regulatory environment. 

﻿

Two operating segments are included within the Other category below.  These segments are not quantitatively significant and are comprised of Aqua Resources and Aqua Infrastructure.  Aqua Resources provides water and wastewater service through operating and maintenance contracts with municipal authorities and other parties close to its utility companies’ service territories; and offers, through a third party, water and sewer line repair service and protection solutions to households.  Aqua Infrastructure provides non-utility raw water supply services for firms in the natural gas drilling industry.  In addition to these segments, Other is comprised of other business activities not included in the reportable segment, including corporate costs that have not been allocated to the Regulated segment and intersegment eliminations. Corporate costs include general and administrative expenses, and interest expense.  Additionally, contained within total assets for the Other category, in the table below, is a regulatory asset for postretirement benefits for the underfunded status of the Company’s  pension and other postretirement benefit plans and an intercompany receivable.  

﻿

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

The following table presents information about the Company’s reportable segment: 

| ﻿                                     |   |               |          |               |   |         |   |      |          |   |   |          |   |   |         |   |   |          |
|----------------------------------------------|--------|--------------------|---------------|--------------------|--------|--------------|--------|-----------|---------------|--------|--------|---------------|--------|--------|--------------|--------|--------|---------------|
| ﻿                                     |   |               |          |               |   |         |   |      |          |   |   |          |   |   |         |   |   |          |
| ﻿                                     |   | Three Months Ended |          | Three Months Ended |
| ﻿                                     |   | September 30, 2017 |          | September 30, 2016 |
| ﻿                                     |   | Regulated          |          | Other              |   | Consolidated |   | Regulated |          | Other  |   | Consolidated  |
| Operating revenues                           |   | $                  | 214,032  |               | $      | 976     |   | $         | 215,008  |   | $      | 222,231  |   | $      | 4,362   |   | $      | 226,593  |
| Operations and maintenance expense           |   |               | 70,772   |               |   | (2,790)      |   |      | 67,982   |   |   | 73,013   |   |   | 6,799   |   |   | 79,812   |
| Depreciation                                 |   |               | 34,533   |               |   | (269)        |   |      | 34,264   |   |   | 34,025   |   |   | (144)        |   |   | 33,881   |
| Operating income (loss)                      |   |               | 94,142   |               |   | 3,344   |   |      | 97,486   |   |   | 100,563  |   |   | (2,764)      |   |   | 97,799   |
| Interest expense, net                        |   |               | 20,753   |               |   | 1,658   |   |      | 22,411   |   |   | 19,167   |   |   | 1,001   |   |   | 20,168   |
| Allowance for funds used during construction |   |               | 3,914    |               |   |  -      |   |      | 3,914    |   |   | 2,267    |   |   |  -      |   |   | 2,267    |
| Income tax expense (benefit)                 |   |               | 3,138    |               |   | 262     |   |      | 3,400    |   |   | 9,027    |   |   | (616)        |   |   | 8,411    |
| Net income (loss)                            |   |               | 74,208   |               |   | 2,017   |   |      | 76,225   |   |   | 74,681   |   |   | (1,511)      |   |   | 73,170   |
| ﻿                                     |   |               |          |               |   |         |   |      |          |   |   |          |   |   |         |   |   |          |
| ﻿                                     |   | Nine Months Ended  |          | Nine Months Ended  |
| ﻿                                     |   | September 30, 2017 |          | September 30, 2016 |
| ﻿                                     |   | Regulated          |          | Other              |   | Consolidated |   | Regulated |          | Other  |   | Consolidated  |
| Operating revenues                           |   | $                  | 602,341  |               | $      | 3,872   |   | $         | 606,213  |   | $      | 606,323  |   | $      | 16,753  |   | $      | 623,076  |
| Operations and maintenance expense           |   |               | 210,842  |               |   | (2,879)      |   |      | 207,963  |   |   | 210,014  |   |   | 17,333  |   |   | 227,347  |
| Depreciation                                 |   |               | 102,340  |               |   | (832)        |   |      | 101,508  |   |   | 98,445   |   |   | (800)        |   |   | 97,645   |
| Operating income (loss)                      |   |               | 246,361  |               |   | 5,633   |   |      | 251,994  |   |   | 255,431  |   |   | (1,808)      |   |   | 253,623  |
| Interest expense, net                        |   |               | 60,277   |               |   | 4,847   |   |      | 65,124   |   |   | 57,061   |   |   | 3,075   |   |   | 60,136   |
| Allowance for funds used during construction |   |               | 10,570   |               |   |  -      |   |      | 10,570   |   |   | 6,446    |   |   |  -      |   |   | 6,446    |
| Income tax expense (benefit)                 |   |               | 12,243   |               |   | (344)        |   |      | 11,899   |   |   | 18,610   |   |   | (1,677)      |   |   | 16,933   |
| Net income (loss)                            |   |               | 184,733  |               |   | 1,532   |   |      | 186,265  |   |   | 186,579  |   |   | (2,046)      |   |   | 184,533  |
| Capital expenditures                         |   |               | 337,321  |               |   | 410     |   |      | 337,731  |   |   | 269,046  |   |   | 973     |   |   | 270,019  |
| ﻿                                     |   |               |          |               |   |         |   |      |          |   |   |          |   |   |         |   |   |          |

﻿

﻿

| ﻿                 |   |          |            |         |   |            |
|--------------------------|--------|---------------|-----------------|--------------|--------|-----------------|
| ﻿                 |   | September 30, |            | December 31, |
| ﻿                 |   | 2017          |            | 2016         |
| Total assets:            |   |          |            |         |   |            |
|   Regulated    |   | $             | 6,355,896  |         | $      | 5,953,702  |
|   Other        |   |          | 189,485    |         |   | 205,289    |
|   Consolidated |   | $             | 6,545,381  |         | $      | 6,158,991  |
| ﻿                 |   |          |            |         |   |            |

 

 

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 September 30, 2017, the aggregate amount of $16,898 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 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

cash flows.  Further, the Company has insurance coverage for certain of these loss contingencies, and as of September 30, 2017, estimates that approximately $5,415 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.

﻿

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 $1,451 at September 30, 2017 and represents a reserve for unpaid claim costs, including an estimate for the cost of incurred but not reported claims.   

 

Note 14 –  Income Taxes 

 

During the nine months ended September 30, 2017, the Company’s Federal net operating loss (“NOL”) carryforward decreased by $31,935.  In addition, during the nine months ended September 30, 2017, the Company’s state NOL carryforward increased by $23,173.  As of September 30, 2017, the balance of the Company’s Federal NOL was $81,208.  The Company believes its Federal NOL carryforward is more likely than not to be recovered and requires no valuation allowance.  As of September 30, 2017, the balance of the Company’s gross state NOL was $600,358, a portion of which is offset by a valuation allowance because the Company does not believe the state 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’s Federal and state NOL carryforwards are reduced by an unrecognized tax position, on a gross basis, of $64,738 and $85,523, respectively.  The amounts of the Company’s Federal and state NOL carryforwards prior to being reduced by the unrecognized tax positions were $145,947 and $685,880 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 third quarter of 2017 and 2016 was 4.3% and 10.3%, respectively, and for the first nine months of 2017 and 2016 was 6.0% and 8.4%, respectively.  

﻿

As of September 30, 2017 regulatory assets increased by $96,140, as compared to the beginning of the year, primarily due to the effect of additional tax deductions for certain qualifying infrastructure improvements, which results in differences between costs capitalized for book and deducted as an expense for tax purposes.  

﻿

As of September 30, 2017, the total gross unrecognized tax benefit was $28,938, of which $23,700, 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, 2016, the Company had unrecognized tax benefits of $28,099.  

﻿

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 

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AQUA AMERICA, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

 

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 March 2017, the FASB issued updated accounting guidance on the presentation of net periodic pension and postretirement benefit cost (net benefit cost).  Historically, net benefit cost is reported as an employee cost within operating income, net of amounts capitalized.  The guidance requires the bifurcation of net benefit cost.  The service cost component will be presented with other employee compensation costs in operating income and the other components of net benefit cost will be reported separately outside of operating income, and will not be eligible for capitalization.  The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within that reporting period, and is to be applied retrospectively for the presentation of the service cost component and the other components of net benefit cost, and on a prospective basis for the capitalization of only the service cost component of net benefit cost.  The Company is evaluating the requirements of the updated guidance to determine the impact of adoption, and does not believe it will have a material impact on its results of operations or financial position.  

﻿

In January 2017, the FASB issued updated accounting guidance that eliminates step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment.  A goodwill impairment loss will instead be measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.  The guidance will be effective for annual reporting periods beginning after December 15, 2019, and interim periods within that reporting period, with early adoption permitted for any impairment test performed on testing dates after January 1, 2017.  The Company has elected to early adopt the provisions of the updated guidance, for its annual impairment valuation performed in the third quarter of 2017, and the provisions of the updated guidance did not have an impact on its results of operations or financial position.   

﻿

In August 2016, the FASB issued updated accounting guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows.  This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted.  The Company has elected to early adopt the provisions of the updated guidance, which resulted in the reclassification of $375 debt extinguishment costs, for the nine months ended September 30, 2016, from cash flows from operating to financing activities to conform to the new classification.  

﻿

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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 March 2016, the FASB issued updated accounting guidance on simplifying the accounting for share-based payments, which includes several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.   The updated guidance was effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, with early adoption available.  On January 1, 2017, the Company adopted the updated guidance, prospectively, and recognized a previously unrecognized windfall tax benefit for stock-based compensation of $982 associated with the Company’s 2012 Federal net operating loss, which was recorded as an adjustment to deferred income taxes and retained earnings (refer to the presentation of “cumulative effect of change in accounting principle - windfall tax benefit” on the Company’s Consolidated Statement of Equity).  Additionally, income tax benefits in excess of compensation costs or tax deficiencies for share-based compensation are now recorded to the Company’s income tax provision, instead of historically to stockholder’s equity, which impacts its effective tax rate.  Lastly, all tax-related cash flows resulting from share-based payments are reported prospectively as operating activities on the statement of cash flows, a change from the historical requirement to present tax benefits as an inflow from financing activities and an outflow from operating activities. 

﻿

In February 2016, the FASB issued updated accounting guidance on accounting for leases, which requires lessees to establish a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months.  For income statement purposes, leases will be classified as either operating or finance.  Operating leases will result in straight-line expense while finance leases will result in a front-loaded expense pattern.  The updated accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption available.  The Company is evaluating the requirements of the updated guidance to determine the impact of adoption.

﻿

In January 2016, the FASB issued updated accounting guidance on the recognition and measurement of financial assets and financial liabilities, which amends certain aspects of recognition, measurement, presentation, and disclosure of financial instruments, including the requirement to measure certain equity investments at fair value with changes in fair value recognized in net income.  The updated guidance is effective for interim and annual periods beginning after December 31, 2017.  The Company does not expect the provisions of the updated guidance 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 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 recognition.  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.  Additionally, the accounting for contributions in aid of construction may be impacted by the updated accounting guidance if the contributions are determined to be in scope.  In July 2015, the FASB approved a one year deferral to the original effective date of this guidance.  The updated guidance is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the updated guidance in each prior reporting period, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the updated guidance recognized through retained earnings at the date of adoption.  In 2016, the Company performed an evaluation of the requirements of the updated guidance and based on current interpretations of the updated guidance believes that the impact of adoption will not result in a material change in the Company’s measurement of revenue and timing of recognition if contributions in aid of construction are determined to not be in scope.  In 2017, the American Institute of Certified Public Accountants (AICPA) power and utility entities revenue recognition task force has determined that contributions in aid of construction are not in the scope of the new standard, and submitted its recommendation to the AICPA’s revenue recognition working group for approval.  The Company plans to implement the updated guidance using the modified retrospective approach on January 1, 2018.

 

﻿

			 		

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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,” “in the event” 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, 2016 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, 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 27 other counties in Pennsylvania.  Our other regulated utility subsidiaries provide similar services in seven other states.  In addition, the Company’s market-based activities are conducted through Aqua Infrastructure, LLC and Aqua Resources, Inc.  Aqua Infrastructure provides non-utility raw water supply services for firms in the natural gas drilling industry.    Aqua Resources provides water and wastewater service through operating and maintenance contracts with municipal authorities and other parties close to our utility companies’ service territories; and offers, through a third party, water and wastewater line repair service and protection solutions to households.    

﻿

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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)

			 		

During 2016, we completed the sale of business units within Aqua Resources which provided liquid waste hauling and disposal services, and inspection, cleaning and repair of storm and sanitary wastewater lines.  Additionally, in 2016, we decided to market for sale two business units that are reported within the Company’s market-based subsidiary, Aqua Resources.  One business unit installed and tested devices that prevent the contamination of potable water and repaired water and wastewater systems, for which the sale was completed in January 2017.  The other business unit repairs and performs maintenance on water and wastewater systems, for which the sale was completed in June 2017.   

﻿

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.  In the early 1990s, we 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.  Currently, the Company seeks to acquire businesses in the U.S. regulated sector, which includes water and wastewater utilities and other regulated utilities, and to opportunistically pursue growth ventures in select market-based activities, such as infrastructure opportunities that are supplementary and complementary to our regulated businesses.

﻿

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 nine months of 2017, we had $337,731 of capital expenditures, expended $5,860 for the acquisition of water and wastewater utility systems, issued $441,294 of long-term debt, and repaid debt and made sinking fund contributions and other loan repayments of $293,270. The capital expenditures were related to new and replacement water mains, improvements to treatment plants, 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 and the issuances of $80,000 and $50,000 of first mortgage bonds by Aqua Pennsylvania in July and January 2017 and $100,000 of first mortgage bonds by Aqua Illinois in July 2017.  

﻿

At September 30, 2017, we had $4,139 of cash and cash equivalents compared to $3,763 at December 31, 2016.  During the first nine months of 2017, we used the proceeds from the issuance of long-term debt and internally generated funds to fund the cash requirements discussed above and to pay dividends. 

 

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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 September 30, 2017, our $250,000 unsecured revolving credit facility, which expires in February 2021, had $183,547 available for borrowing.  At September 30, 2017, we had short-term lines of credit of $135,500, of which $114,510 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 September 30, 2017, $80,000 was available for borrowing.   In July we issued $180,000 of long-term debt, the proceeds of which were used to reduce our borrowings under our revolving credit facilities.  Subsequently, in October we issued $75,000 of long-term debt, the proceeds of which were used to reduce our borrowings under our revolving credit facilities.        

﻿

Our short-term lines of credit of $135,500 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. 

﻿

Results of Operations 

﻿

Analysis of Third Quarter of 2017 Compared to Third Quarter of 2016 

﻿

Revenues decreased by $11,585 or 5.1%, primarily due to a decrease in customer water consumption, and a decrease in market-based activities revenue of $3,431 associated with the dispositions of business units, offset by an increase in water and wastewater rates and infrastructure rehabilitation surcharges of $1,759, and additional water and wastewater revenues of $505 associated with a larger customer base due to utility acquisitions.      

   

Operations and maintenance expenses decreased by $11,830 or 14.8%,  primarily due to a reduction in operating expenses for Aqua Resources of $4,249 associated with the completion of the disposition of business units, which was finalized in June 2017, a decrease in water production costs of $2,928, a decrease in the Company’s self-insured employee medical benefit program expense of $2,425, and a decrease in postretirement benefits expense of $1,011.  The decrease in water production costs is due to a reduction in purchased water expense of $1,907 due to replacing a purchased water supply coincident with the Company securing its own water supply source.  

     

Depreciation expense increased by $383 or 1.1%, primarily due to the utility plant placed in service since September 30, 2016. 

 

Interest expense increased by $2,243 or 11.1%, primarily due to an increase in average borrowings.  

﻿

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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)

			 		

Allowance for funds used during construction (“AFUDC”) increased by $1,647, due to an increase in the average balance of utility plant construction work in progress, to which AFUDC is applied, and an increase in the AFUDC rate as a result of an increase in the amount of AFUDC related to equity.  

﻿

Our effective income tax rate was 4.3% in the third quarter of 2017 and 10.3% in the third quarter of 2016.  The effective income tax rate decreased due to the effect of additional tax deductions recognized in the third quarter of 2017 for certain qualifying infrastructure improvements for Aqua Pennsylvania.      

﻿

Net income increased by $3,055 or 4.2%, primarily as a result of the factors described above.  

﻿

Analysis of First Nine Months of 2017 Compared to First Nine Months of 2016 

﻿

Revenues decreased by $16,863 or 2.7%, primarily due to a decrease in market-based activities revenue of $12,970 associated with the dispositions of business units, and a decrease in customer water consumption, offset by an increase in water and wastewater rates and infrastructure rehabilitation surcharges of $4,586,  additional water and wastewater revenues from organic growth of $2,296, and additional water and wastewater revenues of $1,257 associated with a larger customer base due to utility acquisitions.      

   

Operations and maintenance expenses decreased by $19,384 or 8.5%, primarily due to a reduction in operating expenses for Aqua Resources of $12,981 associated with the completion of the disposition of business units, which was finalized in June 2017, a decrease in water production costs of $4,459, a decrease in the Company’s self-insured employee medical benefit program expense of $4,239, and a decrease in postretirement benefits expense of $2,946, offset by the prior year effect of a gain on sale of a utility system of $1,215.  The gain on sale of a utility system is reported in the consolidated statement of net income as a component of operations and maintenance expense.  The decrease in water production costs is due to a reduction in purchased water expense of $2,886 due to replacing a purchased water supply coincident with the Company securing its own water supply source.     

 

Depreciation expense increased by $3,863 or 4.0%, primarily due to the utility plant placed in service since September 30, 2016. 

﻿

Taxes other than income taxes increased by $1,296 or 3.0% primarily due to an increase in property taxes of $489 primarily due to the effect of a benefit recorded in 2016 for Ohio based on the final settlement of a property tax bill, and an increase in pumping fees of $319 in Texas due to higher rates and water production.

 

Interest expense increased by $4,988 or 8.3%, primarily due to an increase in average borrowings.  

﻿

AFUDC increased by $4,124, due to an increase in the average balance of utility plant construction work in progress, to which AFUDC is applied, and an increase in the AFUDC rate as a result of an increase in the amount of AFUDC related to equity.  

﻿

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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)

			 		

Our effective income tax rate was 6.0% in the first nine months of 2017 and 8.4% in the first nine months of 2016.  The effective income tax rate decreased due to the effect of additional tax deductions recognized in the first nine months of 2017 for certain qualifying infrastructure improvements for Aqua Pennsylvania.      

﻿

Net income increased by $1,732 or 0.9%, primarily as a result of the factors described above.  

﻿

﻿

Impact of Recent Accounting Pronouncements 

 

We describe the impact of recent accounting pronouncements in Note 15, Recent Accounting Pronouncements, to 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, 2016.  Refer to Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 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, 2016 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 September 30, 2017:

﻿

| ﻿             |   |                                  |   |       |        |      |       |      |      |
|----------------------|--------|---------------------------------------|--------|------------|-------------|-----------|------------|-----------|-----------|
| ﻿             |   | 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  |
| July 1-31, 2017      |   | 196                              |   | $          | 33.46  |      |  -    |      |  -   |
| August 1-31, 2017    |   | 513                              |   | $          | 33.86  |      |  -    |      |  -   |
| September 1-30, 2017 |   |  -                               |   | $          |  -     |      |  -    |      |  -   |
| Total                |   | 709                              |   | $          | 33.75  |      |  -    |      |  -   |

 

 

|  | (1) |  | These amounts include the following:  (a) 196 shares we acquired from employees associated with the withholding of shares to pay certain withholding taxes upon the vesting of stock-based compensation; and (b) 513 shares we acquired from our 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 prior to the option exercise.      |
|--|-----|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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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EXHIBIT INDEX 

﻿

| ﻿               |   |                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit No.  |   |  Description                                                                                                                                                                                                                                                                                                                                                                                |
| 4.1                    |   | Bond Purchase Agreement, dated July 10, 2017 by and among Aqua Illinois, Inc., Teachers Insurance and Annuity Association of America                                                                                                                                                                                                                                                                  |
| 4.2                    |   | Bond Purchase Agreement, dated July 20, 2017 by and among Aqua Pennsylvania, Inc., New York Life Insurance Company, New York Life Insurance and Annuity Corporation, New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3), New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2) |
| 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                                                                                                                                                                                                                                                                                                                                                |

﻿

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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. 

﻿

November 2,  2017

| ﻿

						 

						  |   |                                                                                                                                     |   |
|--------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ﻿                             |   | Aqua America, Inc.                   |
| ﻿                             |   | Registrant                                                                                                                               |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   | /s/ Christopher H. Franklin                                                                                                              |
| ﻿                             |   | Christopher H. Franklin                                                                                                        |
| ﻿                             |   | President and                                                                                                                            |
| ﻿                             |   | Chief Executive Officer                                                                                                                  |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   |                                                                                                                                     |   |
| ﻿                             |   | /s/ David P. Smeltzer                                                                                                                    |
| ﻿                             |   | David P. Smeltzer                                                                                                              |
| ﻿                             |   | Executive Vice President and                                                                                              |
| ﻿                             |   | Chief Financial Officer                                                                                                             |

 

  

﻿

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