UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended
December 31, 2004
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from
____________ to ___________
Commission file number: 1-16681
EMPLOYEES' PROFIT SHARING AND SALARY
DEFERRAL PLAN OF SM&P UTILITY RESOURCES, INC.
(Full title of the plan)
THE LACLEDE GROUP, INC.
(Missouri corporation)
720 Olive Street
Saint Louis, Missouri 63101
314-342-0500
(Name of issuer of the securities held pursuant to the plan
and address of its principal executive offices)
EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
TABLE OF CONTENTS
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PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2004 AND 2003:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2004:
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets Held for
Investment Purposes at the End of Year 9
All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted
because they are not applicable.
Signatures 10
Exhibits 11
Consent of Independent Registered Public Accounting Firm
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[letterhead of Deloitte & Touche LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Employee Benefits Committee of the
Employees' Profit Sharing and Salary Deferral Plan of
SM&P Utility Resources, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the Employees' Profit Sharing and Salary Deferral Plan of SM&P
Utility Resources, Inc. (the "Plan") as of December 31, 2004 and 2003, and
the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plan's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 2004 and 2003, and the changes in net assets available for benefits for
the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the Table of Contents is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedule is the responsibility
of the Plan's management. Such supplemental schedule has been subjected to
the auditing procedures applied in our audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects
when considered in relation to the basic financial statements taken as a
whole.
/s/ Deloitte & Touche LLP
June 17, 2005
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EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
----------------------------------------------------------------------------------------
2004 2003
ASSETS:
Investments:
Mutual funds $12,925,508 $11,791,304
Common stock 464,426 257,522
Participant loans 654,326 516,735
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Total investments 14,044,260 12,565,561
----------- -----------
Receivables:
Participant contributions 53,971 38,802
Employer contributions 569,806 530,550
Accrued interest on participant loans 1,329 534
----------- -----------
Total receivables 625,106 569,886
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $14,669,366 $13,135,447
=========== ===========
See notes to financial statements.
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EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
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2004 2003
ADDITIONS:
Investment income:
Interest $ 166,041 $ 167,353
Net appreciation in investments 600,050 1,541,787
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Total investment income 766,091 1,709,140
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Contributions:
Participant 1,527,075 1,556,519
Employer 572,930 530,550
Other 18,967 19,917
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Total contributions 2,118,972 2,106,986
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Total additions 2,885,063 3,816,126
DEDUCTIONS--Benefits paid to participants 1,351,144 2,631,270
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 1,533,919 1,184,856
NET ASSETS AVAILABLE FOR BENEFITS--Beginning of year 13,135,447 11,950,591
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS--End of year $14,669,366 $13,135,447
=========== ===========
See notes to financial statements.
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EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
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1. DESCRIPTION OF PLAN
GENERAL--The following description of the Employees' Profit Sharing
and Salary Deferral Plan of SM&P Utility Resources, Inc. (the "Plan")
is provided for general information purposes only. Participants should
refer to the Plan document for more complete information. The Plan was
established effective July 1, 1987. The Plan is a defined contribution
plan which covers employees of SM&P Utility Resources, Inc. (the
"Company") who are not represented by a collective bargaining
agreement, provided they meet the prescribed eligibility requirements.
Certain employees of the Company, act as trustees (the "Trustees") of
the Plan and control and manage the operation of the Plan. American
United Life Insurance Company ("AUL" or "Custodian") serves as the
custodian of the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
PARTICIPATION OR ELIGIBILITY--All full time, employees of the Company
who are not represented by a collective bargaining agreement and have
attained age 20-1/2 years and completed six months of service, as
defined by the Plan document, are eligible to participate.
CONTRIBUTIONS--Under the Plan, eligible participants may elect a
salary deferral of 1% to 75% of compensation, as defined in the Plan
document, subject to certain Internal Revenue Code ("IRC")
limitations.
The Company may make discretionary matching contributions from its net
profits which are allocated to each eligible participant's account
based upon the participant's salary deferral amount. For the years
ended December 31, 2004 and 2003, the Company elected to make matching
contributions equal to 50% of each participant's salary deferral
amount, up to a maximum of 6% of the participant's compensation. The
Company may make additional discretionary contributions which are
allocated to each eligible participant in proportion to compensation
and are unrelated to any participant salary deferral amounts. No
additional discretionary contributions were made during the 2004 and
2003 Plan years.
ROLLOVERS FROM OTHER QUALIFIED EMPLOYER PLANS--The Plan allows for
employees to transfer certain of their other qualified employer
retirement plan assets to the Plan.
PARTICIPANT ACCOUNTS--Individual accounts are maintained for each Plan
participant. In addition to the employee and Company matching
contributions, each participant's account is credited with an
allocation of Plan earnings, based on participant account balances, as
defined in the Plan document. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
INVESTMENT OPTIONS--There are fifteen investment alternatives
available for the investment of contributions to the Plan.
Participants direct the investment of their contributions and Company
matching contributions to the Plan in any one or more of the
investment funds and may request the transfer of their contributions
and Company matching contributions among the funds. The investment
funds consist of mutual, bond, and equity funds offered by the
Custodian. During January 2002, the Company was acquired by The
Laclede Group, Inc. ("Group"). As a result of the acquisition of the
Company by the Group, an option to acquire common stock of Group was
offered in place of the
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previous investment option of NiSource Inc. ("NiSource") common stock.
Effective August 1, 2003, investments of NiSource stock were liquidated
and reinvested at the discretion of the participants in any of the
remaining investment options. If no option was selected, the proceeds
from the sale of NiSource stock were defaulted to the OneAmerica Money
Market Fund.
VESTING--Participants are immediately vested in their contributions
and actual earnings thereon. Participants vest ratably over a
five-year period in Company contributions and earnings thereon.
FORFEITURES--Forfeitures of Company matching contributions are used to
reduce future Company matching contributions. There were no
forfeitures available to offset future Company contributions at
December 31, 2004 and 2003. Forfeitures of $26,088 and $50,350 were
utilized during the years ended December 31, 2004 and 2003,
respectively, to reduce Company contributions.
PAYMENT OF BENEFITS--Upon retirement or termination of service,
participants may elect one of several benefit distribution options
including, but not limited to, monthly payments or a lump-sum
distribution. There was $-0- and $12,003 payable to terminated
participants at December 31, 2004 and 2003, respectively. Benefits are
recorded upon distribution.
HARDSHIP WITHDRAWALS--A participant may request withdrawals of their
vested account balance if they satisfy hardship requirements
established by the plan administrator in accordance with Internal
Revenue Service ("IRS") guidelines.
LOANS--Participants may borrow from their fund accounts a minimum of
$1,000 up to the lesser of $50,000 or 50% of the participant's vested
account balance. The repayment period may not exceed five years unless
the loan is used to purchase the participant's primary residence,
subject to certain restrictions. Loans are secured by the balance in
the participant's account and bear interest at a rate comparable to
the rate charged by a commercial lender, subject to review
periodically by the Employee Benefits Committee. Principal and
interest is paid ratably through payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING--The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted
in the United States of America.
USE OF ESTIMATES--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires Plan management to make estimates and
assumptions that affect the reported amounts of net assets available
for benefits and changes therein. Actual results could differ from
those estimates.
The Plan invests in corporate stocks and funds that invest in various
securities including U.S. Government securities, corporate debt
instruments, and corporate stocks. Investment securities, in general,
are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes
in the values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in the
financial statements.
INVESTMENT VALUATION--All investments in investment funds and common
stock are stated at fair value as reported by the Custodian and based
upon quoted market prices. Participant loans are valued at the
outstanding loan balance. Purchases and sales of investments are
accounted for on the trade date. Interest income is recorded on the
accrual basis.
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ADMINISTRATIVE EXPENSES--Administrative expenses of the Plan are paid
by the Company. Certain other expenses of the Plan such as investment
manager fees and broker fees are deducted from income earned on a
daily basis and are not separately reflected. Consequently, management
fees and operating expenses are reflected as a reduction of investment
return for such investments.
3. INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets available for benefits as of December 31:
2004 2003
AUL Fixed Interest Investment Fund $3,081,415 $2,924,810
Fidelity (VIP) Growth Fund 1,884,927 1,805,485
American Century Ultra Fund 1,540,296 1,327,719
SSGA S&P 500 Flagship Fund 1,371,992 1,229,829
Fidelity (VIP) Asset Manager Fund 1,070,126 992,827
OneAmerica Money Market Fund 975,984 966,320
OneAmerica Investment Grade Bond Fund 835,127 871,245
PBHG Growth Fund 811,189 774,588
During 2004 and 2003, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the
year) appreciated in value as follows:
2004 2003
Mutual funds $567,415 $1,495,084
Common stock 32,635 46,703
-------- ----------
Net appreciation of investments $600,050 $1,541,787
======== ==========
4. PARTY-IN-INTEREST
Certain of the Plan's investments are invested in shares of funds
offered by the Custodian. Therefore, these transactions qualify as
exempt party-in-interest transactions. Such investments as of December
31, 2004 are disclosed on the supplemental schedule of assets held for
investment purposes.
At December 31, 2004 and 2003, the Plan held 306,911 units and 191,874
units, respectively, of common stock of the Group, the sponsoring
employer, with fair value of $464,426 and $257,522, respectively.
During the years ended December 31, 2004 and 2003, the Plan recorded
net appreciation in fair value of $32,635 and $46,703, respectively,
from common stock of the Group.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan at any time, subject to the
provisions set forth in ERISA. Should the Plan be terminated,
participants will become 100% vested in their accounts.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter dated December 9, 2004, that the Plan is qualified under
applicable sections of the IRC. The plan administrator and the
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Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
IRC and the Plan and related trust continue to be tax-exempt.
Accordingly, no provision for income taxes has been recorded on the
Plan's financial statements.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500.
DECEMBER 31,
-----------------------------
2004 2003
Net assets available for benefits per the financial statements $14,669,366 $13,135,447
Amounts allocated to withdrawing participants - 12,003
----------- -----------
Net assets available for benefits per the Form 5500 $14,669,366 $13,123,444
=========== ===========
Benefits paid to participants per the financial statements $ 1,351,144 $ 2,631,270
Add amounts allocated to withdrawing participants at
December 31, 2004 and 2003, respectively - 12,003
Less amounts allocated to withdrawing participants at
December 31, 2003 and 2002, respectively 12,003 7,656
----------- -----------
Benefit payments and withdrawals per the Form 5500 $ 1,339,141 $ 2,635,617
=========== ===========
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for
payment prior to December 31 but not yet paid as of that date.
******
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EMPLOYEES' PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P UTILITY RESOURCES, INC.
FORM 5500, SCHEDULE H, PART IV, LINE 4i--SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES AT THE END OF THE YEAR
AS OF DECEMBER 31, 2004
-----------------------------------------------------------------------------------------------------------------------
(b) (c) (e)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF (d) CURRENT
(a) LESSOR OR SIMILAR PARTY INVESTMENT COST** VALUE
* AUL Fixed Interest Investment Fund Mutual Funds $ 3,081,415
Fidelity (VIP) Growth Fund 1,884,927
American Century Ultra Fund 1,540,296
SSGA S&P 500 Flagship Fund 1,371,992
Fidelity (VIP) Asset Manager Fund 1,070,126
* OneAmerica Money Market Fund 975,984
* OneAmerica Investment Grade Bond Fund 835,127
PBHG Growth Fund 811,189
Alger American Leveraged Allcap Fund 351,802
American Century Income & Growth Fund 334,804
Fidelity (VIP) High Income Fund 260,130
American Century International Growth Fund 184,680
* OneAmerica Value Fund 168,114
* OneAmerica American Asset Director 54,922
-----------
Total Mutual Funds 12,925,508
* Laclede Group Common Stock Common Stock 464,426
* Various participants Participant loans, rates from
5.0% to 10.5%, maturities
through February 2033 654,326
-----------
$14,044,260
===========
* Represents a party-in-interest to the Plan.
** Cost information is not required for participant-directed investments
and, therefore, is not included.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPLOYEES' PROFIT SHARING
AND SALARY DEFERRAL PLAN
OF SM&P UTILITY RESOURCES, INC.
-------------------------------
(Registrant)
Date: June 28, 2005 BY /s/ James A. Muhl
-------------- -------------------------------
James A. Muhl
Trustee
Date: June 28, 2005 BY /s/ Penelope S. Conway
-------------- -------------------------------
Penelope S. Conway
Trustee
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Exhibits
No. Description
23 Consent of Independent Auditors
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