Edgar Filing: AQUA AMERICA INC

September 30,

December 31,

wtr-20140930

Table of Contents

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, 2014

☐ 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)


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 or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ☐

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 24, 2014: 176,633,848

Table of Contents

AQUA AMERICA, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	Page
Part I – Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets (unaudited) – September 30, 2014 and December 31, 2013	2

Consolidated Statements of Net Income (unaudited) - Three Months Ended September 30, 2014 and 2013	3

Consolidated Statements of Net Income (unaudited) Nine Months Ended September 30, 2104 and 2013	4

Consolidated Statements of Comprehensive Income (unaudited) – Three and Nine Months Ended September 30, 2014 and 2013	5

Consolidated Statements of Capitalization (unaudited) – September 30, 2014 and December 31, 2013	6

Consolidated Statement of Equity (unaudited) – Nine Months Ended September 30, 2014	7

Consolidated Statements of Cash Flow (unaudited) – Nine Months Ended September 30, 2014 and 2013	8

Notes to Consolidated Financial Statements (unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk	34

Item 4. Controls and Procedures	34

Part II – Other Information

Item 1. Legal Proceedings		34

Item 1A. Risk Factors		35

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 6. Exhibits		36

Signatures		37

Exhibit Index		38

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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	2014		2013
Property, plant and equipment, at cost	$	5,594,967	$	5,350,868
Less: accumulated depreciation		1,281,152		1,212,300
Net property, plant and equipment		4,313,815		4,138,568
Current assets:
Cash and cash equivalents		4,843		5,058
Accounts receivable and unbilled revenues, net		105,744		94,704
Deferred income taxes		42,606		40,038
Inventory, materials and supplies		12,583		11,353
Prepayments and other current assets		11,317		18,954
Assets of discontinued operations held for sale		30,428		30,747
Total current assets		207,521		200,854

Regulatory assets		658,619		585,140
Deferred charges and other assets, net		52,231		50,290
Investment in joint venture		44,650		48,695
Funds restricted for construction activity		47		47
Goodwill		30,298		28,223
Total assets	$	5,307,181	$	5,051,817
Liabilities and Equity
Aqua America stockholders' equity:
Common stock at $.50 par value, authorized 300,000,000 shares, issued 178,462,611 and 177,928,922 as of September 30, 2014 and December 31, 2013	$	89,231	$	88,964
Capital in excess of par value		753,814		743,335
Retained earnings		812,412		729,272
Treasury stock, at cost, 1,763,171 and 1,178,323 shares as of September 30, 2014 and December 31, 2013		(41,055)		(27,082)
Accumulated other comprehensive income		731		346
Total Aqua America stockholders' equity		1,615,133		1,534,835

Noncontrolling interest		227		208
Total equity		1,615,360		1,535,043

Long-term debt, excluding current portion		1,560,426		1,468,583
Commitments and contingencies (See Note 13)		-		-

Current liabilities:
Current portion of long-term debt		86,580		86,288
Loans payable		6,997		36,740
Accounts payable		48,864		65,815
Accrued interest		20,911		13,615
Accrued taxes		11,147		14,176
Other accrued liabilities		32,224		33,596
Liabilities of discontinued operations held for sale		28,669		29,649
Total current liabilities		235,392		279,879

Deferred credits and other liabilities:
Deferred income taxes and investment tax credits		972,082		866,211
Customers' advances for construction		77,215		73,892
Regulatory liabilities		279,666		281,014
Other		71,116		81,552
Total deferred credits and other liabilities		1,400,079		1,302,669

Contributions in aid of construction		495,924		465,643
Total liabilities and equity	$	5,307,181	$	5,051,817

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,
	2014		2013

Operating revenues	$	210,535	$	202,320

Operating expenses:
Operations and maintenance		72,374		71,631
Depreciation		29,482		29,980
Amortization		806		1,185
Taxes other than income taxes		12,815		13,384
Total operating expenses		115,477		116,180

Operating income		95,058		86,140

Other expense (income):
Interest expense, net		18,990		19,350
Allowance for funds used during construction		(1,195)		(426)
Gain on sale of other assets		(75)		(138)
Equity loss (earnings) in joint venture		736		(78)
Income from continuing operations before income taxes		76,602		67,432
Provision for income taxes		8,891		4,683
Income from continuing operations		67,711		62,749

Discontinued operations:
Income from discontinued operations before income taxes		472		1,433
Provision for income taxes		187		565
Income from discontinued operations		285		868
Net income attributable to common shareholders	$	67,996	$	63,617

Income from continuing operations per share:
Basic	$	0.38	$	0.36
Diluted	$	0.38	$	0.35

Income from discontinued operations per share:
Basic	$	0.00	$	0.00
Diluted	$	0.00	$	0.00

Net income per common share:
Basic	$	0.38	$	0.36
Diluted	$	0.38	$	0.36

Average common shares outstanding during the period:
Basic		176,900		176,483
Diluted		177,908		177,575

Cash dividends declared per common share	$	0.165	$	-

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,
	2014		2013

Operating revenues	$	588,514	$	574,815

Operating expenses:
Operations and maintenance		214,435		209,837
Depreciation		91,689		88,336
Amortization		2,685		3,930
Taxes other than income taxes		37,943		39,884
		346,752		341,987

Operating income		241,762		232,828

Other expense (income):
Interest expense, net		57,393		57,833
Allowance for funds used during construction		(3,299)		(1,468)
Loss (gain) on sale of other assets		133		(121)
Equity loss in joint venture		2,673		1,732
Income from continuing operations before income taxes		184,862		174,852
Provision for income taxes		19,932		18,235
Income from continuing operations		164,930		156,617

Discontinued operations:
Income from discontinued operations before income taxes		2,497		11,301
Provision for income taxes		1,003		4,150
Income from discontinued operations		1,494		7,151
Net income attributable to common shareholders	$	166,424	$	163,768

Income from continuing operations per share:
Basic	$	0.93	$	0.89
Diluted	$	0.93	$	0.89

Income from discontinued operations per share:
Basic	$	0.01	$	0.04
Diluted	$	0.01	$	0.04

Net income per common share:
Basic	$	0.94	$	0.93
Diluted	$	0.94	$	0.93

Average common shares outstanding during the period:
Basic		176,933		175,964
Diluted		177,872		176,732

Cash dividends declared per common share	$	0.469	$	0.432

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,
	2014		2013		2014		2013


Net income attributable to common shareholders	$	67,996	$	63,617	$	166,424	$	163,768
Other comprehensive income, net of tax:
Unrealized holding (loss) gain on investments, net of tax (benefit) expense of $(33) and $32 for the three months and $73 and $9 for the nine months ended, September 30, respectively		(62)		60		136		18
Reclassification adjustment for loss reported in net income, net of tax benefit of $134 and $49 for the nine months ended, September 30, respectively (1)		-		-		249		90
Comprehensive income	$	67,934	$	63,677	$	166,809	$	163,876

(1) Amount of pre-tax loss of $383 and $139 reclassified from accumulated other comprehensive income to loss on sale of other assets on the consolidated statements of net income for the nine months ended September 30, 2014 and 2013, respectively.

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,
		2014		2013
Aqua America stockholders' equity:
Common stock, $.50 par value		$	89,231	$	88,964
Capital in excess of par value			753,814		743,335
Retained earnings			812,412		729,272
Treasury stock, at cost			(41,055)		(27,082)
Accumulated other comprehensive income			731		346
Total Aqua America stockholders' equity			1,615,133		1,534,835

Noncontrolling interest			227		208

Total equity			1,615,360		1,535,043

Long-term debt:
Long-term debt of subsidiaries (substantially secured by utility plant):
Interest Rate Range	Maturity Date Range
0.00% to 0.99%	2023 to 2033		5,653		5,035
1.00% to 1.99%	2016 to 2035		14,681		28,615
2.00% to 2.99%	2024 to 2033		24,653		14,903
3.00% to 3.99%	2016 to 2047		168,206		167,365
4.00% to 4.99%	2020 to 2048		444,332		447,296
5.00% to 5.99%	2015 to 2043		256,205		284,362
6.00% to 6.99%	2015 to 2036		64,939		64,924
7.00% to 7.99%	2022 to 2027		34,583		35,056
8.00% to 8.99%	2021 to 2025		19,006		19,283
9.00% to 9.99%	2018 to 2026		27,800		28,500
10.00% to 10.99%	2018		6,000		6,000
			1,066,058		1,101,339

Notes payable to bank under revolving credit agreement, variable rate, due March 2017			109,000		-
Unsecured notes payable:
Bank Note at 1.921% due September 2017			50,000		-
Notes at 3.57% due 2027			50,000		50,000
Notes ranging from 4.62% to 4.87%, due 2016 through 2024			144,400		171,400
Notes ranging from 5.01% to 5.95%, due 2014 through 2037			227,548		232,132
			1,647,006		1,554,871
Current portion of long-term debt			86,580		86,288
Long-term debt, excluding current portion			1,560,426		1,468,583
Total capitalization		$	3,175,786	$	3,003,626

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		Noncontrolling
	Stock		Par Value		Earnings		Stock		Income		Interest		Total
Balance At December 31, 2013	$	88,964	$	743,335	$	729,272	$	(27,082)	$	346	$	208	$	1,535,043
Net income		-		-		166,424		-		-		19		166,443
Other comprehensive income, net of income tax of $207		-		-		-		-		385		-		385
Dividends		-		-		(82,953)		-		-		-		(82,953)
Repurchase of stock (584,853 shares)		-		-		-		(13,973)		-		-		(13,973)
Equity compensation plan (212,920 shares)		107		(107)		-		-		-		-		-
Exercise of stock options (320,769 shares)		160		4,710		-		-		-		-		4,870
Stock-based compensation		-		5,137		(331)		-		-		-		4,806
Employee stock plan tax benefits		-		1,319		-		-		-		-		1,319
Other		-		(580)		-		-		-		-		(580)
Balance At September 30, 2014	$	89,231	$	753,814	$	812,412	$	(41,055)	$	731	$	227	$	1,615,360

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 CASH FLOW

(In thousands of dollars)

(UNAUDITED)



	Nine Months Ended
	September 30,
	2014		2013
Cash flows from operating activities:
Net income	$	166,424	$	163,768
Income from discontinued operations		1,494		7,151
Income from continuing operations		164,930		156,617
Adjustments to reconcile income from continuing operations
to net cash flows from operating activities:
Depreciation and amortization		94,374		92,266
Deferred income taxes		15,055		19,852
Provision for doubtful accounts		4,648		3,337
Stock-based compensation		5,145		4,043
Gain on sale of utility system		-		(1,025)
Loss (gain) on sale of other assets		133		(121)
Net increase in receivables, inventory and prepayments		(13,928)		(1,322)
Net increase in payables, accrued interest, accrued taxes and other accrued liabilities		16,241		1,771
Other		(11,023)		2,287
Operating cash flows from continuing operations		275,575		277,705
Operating cash flows (used in) from discontinued operations, net		(1,142)		1,893
Net cash flows from operating activities		274,433		279,598
Cash flows from investing activities:
Property, plant and equipment additions, including the debt component of allowance for funds used during construction of $1,033 and $1,352		(220,739)		(215,407)
Acquisitions of utility systems and other, net		(11,677)		(14,404)
Additions to funds restricted for construction activity		-		(6)
Release of funds previously restricted for construction activity		-		11,952
Net proceeds from the sale of utility system and other assets		386		3,187
Investment in joint venture		-		(9,800)
Other		513		(439)
Investing cash flows used in continuing operations		(231,517)		(224,917)
Investing cash flows (used in) from discontinued operations, net		(77)		50,421
Net cash flows used in investing activities		(231,594)		(174,496)
Cash flows from financing activities:
Customers' advances and contributions in aid of construction		4,510		3,523
Repayments of customers' advances		(2,107)		(1,938)
Net (repayments) proceeds of short-term debt		(29,743)		29,403
Proceeds from long-term debt		221,058		188,321
Repayments of long-term debt		(128,395)		(258,295)
Change in cash overdraft position		(16,883)		(11,881)
Proceeds from issuing common stock		-		10,478
Proceeds from exercised stock options		4,870		24,941
Stock-based compensation windfall tax benefits		1,235		-
Repurchase of common stock		(13,973)		(12,815)
Dividends paid on common stock		(82,953)		(76,028)
Other		(580)		-
Financing cash flows used in continuing operations		(42,961)		(104,291)
Financing cash flows (used in) from discontinued operations, net		(93)		61
Net cash flows used in financing activities		(43,054)		(104,230)
Net (decrease) increase in cash and cash equivalents		(215)		872
Cash and cash equivalents at beginning of period		5,058		5,521
Cash and cash equivalents at end of period	$	4,843	$	6,393

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, 2014, the consolidated statements of net income and comprehensive income for the three and nine months ended September 30, 2014 and 2013, the consolidated statements of cash flow for the nine months ended September 30, 2014 and 2013, and the consolidated statement of equity for the nine months ended September 30, 2014 are unaudited, but reflect all adjustments, consisting of only normal recurring accruals, which are, in the opinion of management, necessary to present fairly the consolidated financial position, the consolidated changes in equity, the consolidated results of operations, and the 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, 2013. 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, 2013 consolidated balance sheet data presented herein was derived from the Company’s December 31, 2013 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 reporting of discontinued operations (see Note 4).

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, 2013	$	24,102	$	4,121	$	28,223
Goodwill acquired		-		1,753		1,753
Reclassifications to utility plant acquisition adjustment		(261)		-		(261)
Other		583		-		583
Balance At September 30, 2014	$	24,424	$	5,874	$	30,298

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

The Company tested the goodwill attributable for each of our reporting units for impairment as of July 31, 2014, in conjunction with the timing of our 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.

Note 3 – Acquisitions

In September 2014, the Company acquired the water and wastewater utility system assets of Texas H2O, Inc. located in Mansfield, Texas serving approximately 1,100 customers. The total purchase price consisted of $2,796 in cash.

In September 2014, the Company acquired the water utility system assets of Lake Caroline Water Co. located in Caroline County, Virginia serving approximately 1,040 customers. The total purchase price consisted of $1,377 in cash.

In August 2014, the Company acquired Tri-State Grouting, which is a non-regulated business that specializes in the inspection, cleaning and repair of storm and sanitary sewer lines. The total purchase price consisted of $3,010, of which a total of $810 is contingent upon satisfying certain annual performance targets over a three-year period.

In May 2014, the Company entered into an asset purchase agreement for the acquisition of the water and wastewater utility system assets of North Maine Utilities owned by the Village of Glenview, Illinois serving approximately 7,200 customers, for cash at closing of up to $22,000, subject to final adjustment pursuant to the purchase agreement. Closing of this acquisition is anticipated to occur in mid-2015.

In March 2014, the Company acquired the wastewater utility system assets of Penn Township located in Chester County, Pennsylvania serving approximately 800 customers. The total purchase price consisted of $3,668 in cash.

In March 2013, the Company acquired the water and wastewater utility system assets of Total Environmental Solutions, Inc. located in Clearfield County, Pennsylvania serving approximately 4,200 customers. The total purchase price consisted of $10,350 in cash.

Note 4 – Discontinued Operations

Discontinued Operations – In September 2012, the Company began to market for sale its water and wastewater operations in Florida, which served approximately 38,000 customers, and the Company’s wastewater treatment facility in Georgia. In March, April, and December 2013, through five separate sales transactions, the Company completed the sale of its water and wastewater utility systems in Florida, which

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AQUA AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

concluded its regulated operations in Florida. The Company received total net proceeds from these sales of $88,934 and recognized a gain on sale of $21,178 ($13,766 after-tax). On March 12, 2014, the Company completed the sale of its wastewater treatment facility in Georgia.

The City of Fort Wayne, Indiana (the “City”) authorized the acquisition by eminent domain of the northern portion of the utility system of one of the Company’s operating subsidiaries in Indiana (the “Northern Assets”). In January 2008, the Company reached a settlement with the City to transition the Northern Assets in February 2008 upon receipt of the City’s initial valuation payment of $16,911. The settlement agreement specifically stated that the final valuation of the Northern Assets will be determined through a continuation of the legal proceedings that were filed challenging the City’s valuation. On February 12, 2008, the Company turned over the Northern Assets to the City upon receipt of the initial valuation payment. The proceeds received by the Company are in excess of the book value of the assets relinquished. No gain has been recognized due to the contingency over the final valuation of the assets. The net book value of the Northern Assets has been removed from the consolidated balance sheet and the difference between the net book value and the initial payment received has been deferred and is recorded in other accrued liabilities on the Company’s consolidated balance sheet. Once the contingency is resolved and the asset valuation is finalized, through the finalization of the litigation between the Company and the City, the amounts deferred will be recognized in the Company’s consolidated statement of net income. The Northern Assets relinquished represent approximately 0.4% of the Company’s total assets.

In addition, in December 2012, the Fort Wayne City Council considered an ordinance that sought to declare it a “public convenience and necessity” to acquire certain of the Company's water utility system assets located in the southwest section of the City and in Allen County (the “Southern Assets”), and if negotiations with Fort Wayne officials were to fail, to condemn the Southern Assets. The first public hearing on the ordinance was held on January 22, 2013 and a subsequent hearing scheduled for February 5, 2013 was not held due to ongoing settlement discussions between the parties. As part of such settlement discussions, the parties negotiated an acquisition agreement that was approved by the City on May 13, 2014. The acquisition agreement will settle both the acquisition of the Southern Assets and the dispute concerning the Northern Assets. The acquisition agreement establishes an aggregate purchase price of $67,011 for the Southern and Northern Assets. The City has already paid Aqua Indiana $16,911 for the Northern Assets. On October 22, 2014, the Indiana Utility Regulatory Commission approved the transaction. Upon completion of this transaction, the Company will expand its sewer customer base by accepting new wastewater from the City. The transaction is expected to close in the fourth quarter of 2014. The planned sale of these operations is accounted for as discontinued operations held for sale beginning in the first quarter of 2014.

The operating results, cash flows, and financial position of the Company’s operations named above, during the periods owned, have been presented in the Company’s consolidated statements of net income, consolidated statements of cash flow, and consolidated balance sheets as discontinued operations. These operations were included in the Company’s “Regulated” segment.

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AQUA AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands of dollars, except per share amounts)

(UNAUDITED)

A summary of discontinued operations presented in the consolidated statements of net income include the following:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
Operating revenues	$	1,935	$	4,103	$	5,234	$	15,716
Total operating expenses		1,463		2,669		2,603		9,882
Operating income		472		1,434		2,631		5,834
Other (income) expense:
Loss (gain) on sale		-		-		134		(5,469)
Other, net		-		1		-		2
Income from discontinued operations before income taxes		472		1,433		2,497		11,301
Provision for income taxes		187		565		1,003		4,150
Income from discontinued operations	$	285	$	868	$	1,494	$	7,151

The assets and liabilities of discontinued operations presented in the consolidated balance sheets include the following: