smp11k2007.htm
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
for the fiscal year ended
December 31, 2007
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OR
[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ________ to
________
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Commission
file number: 1-16681
EMPLOYEES'
PROFIT SHARING AND SALARY
DEFERRAL
PLAN OF SM&P UTILITY RESOURCES, INC.
13085
Hamilton Crossing Boulevard
Carmel,
Indiana 46032
(Full
title and address 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.
Financial
Statements as of and for the
Years
Ended December 31, 2007 and 2006, Supplemental
Schedule
as of
December
31, 2007, and
Report
of Independent Registered
Public
Accounting Firm
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EMPLOYEES’
PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P
UTILITY RESOURCES, INC.
TABLE
OF CONTENTS
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Page
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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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1
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FINANCIAL
STATEMENTS AS OF AND FOR THE YEARS ENDED
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DECEMBER
31, 2007 AND 2006:
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Statements
of Net Assets Available for Benefits
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2
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Statements
of Changes in Net Assets Available for Benefits
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3
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Notes
to Financial Statements
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4-7
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SUPPLEMENTAL
SCHEDULE AS OF DECEMBER 31, 2007 -
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Form
5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of
Year)
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8
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NOTE:
All other schedules required by Section 2520.103-10 of the Department
of
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Labor’s
Rules and Regulations for Reporting and Disclosure under the
Employee
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Retirement
Income Security Act of 1974 have been omitted because they are
not
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applicable.
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Signatures |
9
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Exhibits |
11 |
Report
of Independent Registered Public Accounting Firm
Employee
Benefits Committee
Employees’
Profit Sharing and Salary Deferral
Plan
of SM&P Utility Resources, Inc.
Carmel,
Indiana
We have
audited the accompanying statements of net assets available for benefits of
Employees’ Profit Sharing and Salary Deferral Plan of SM&P Utility
Resources, Inc. as of December 31, 2007 and 2006, 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 the 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 auditing 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. Our audits also included 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 and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of Employees’ Profit
Sharing and Salary Deferral Plan of SM&P Utility Resources, Inc. as of
December 31, 2007 and 2006, and the changes in its net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying supplemental schedule of assets (held at end of year) 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. This
supplemental schedule is the responsibility of the Plan’s
management. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
/s/ BKD,
LLP
St.
Louis, Missouri
June 27,
2008
Federal
Employer Identification Number: 44-0160260
EMPLOYEES’
PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P
UTILITY RESOURCES, INC.
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
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AS
OF DECEMBER 31, 2007 AND 2006
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2007
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2006
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ASSETS:
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Investments:
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Mutual
funds
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$
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15,585,525
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$
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12,779,093
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Fixed
income
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3,400,014
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3,328,257
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Common
stock
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715,994
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788,832
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Participant
loans
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1,087,404
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1,028,966
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Total
investments
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20,788,937
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17,925,148
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Receivables:
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Participant
contributions
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72,169
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65,156
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Employer
contributions
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638,654
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616,952
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Total
receivables
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710,823
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682,108
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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21,499,760
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$
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18,607,256
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See Notes
to Financial Statements.
EMPLOYEES’
PROFIT SHARING AND SALARY DEFERRAL PLAN OF
SM&P
UTILITY RESOURCES, INC.
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
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2007
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2006
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ADDITIONS:
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Investment
income:
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Interest
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$
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219,957
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$
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193,069
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Dividends
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30,552
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28,297
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Net
appreciation in fair value of investments
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1,395,908
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1,038,482
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Total
investment income
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1,646,417
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1,259,848
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Contributions:
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Participants
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1,744,291
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1,638,763
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Employer
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638,654
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616,952
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Rollovers
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80,332
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119,459
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Total
contributions
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2,463,277
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2,375,174
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Total
additions
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4,109,694
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3,635,022
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DEDUCTIONS:
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Benefits
paid to participants
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1,217,190
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1,749,679
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Administrative
expenses
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-
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1,010
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Total
deductions
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1,217,190
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1,750,689
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NET
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
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2,829,504
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1,884,333
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NET
ASSETS AVAILABLE FOR BENEFITS – Beginning of year
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18,607,256
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16,722,923
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NET
ASSETS AVAILABLE FOR BENEFITS – End of year
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$
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21,499,760
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$
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18,607,256
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See Notes
to Financial Statements.
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, 2007 AND
2006 |
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. For more complete information, participants should refer to the
Plan Document and Summary Plan Description, which are available from the Plan
Administrator. 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”), a wholly-owned subsidiary of The
Laclede Group, Inc. (“Group”), 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 that
are allocated to each eligible participant’s account based upon the
participant’s salary deferral amount. For the years ended December
31, 2007 and 2006, the Company elected to make matching contributions equal to
50% of each participant’s salary deferral amount. The Company’s
matching contribution is up to a maximum of 3% of the participant’s
compensation. The Company may make additional discretionary contributions that
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 2007 and 2006 Plan
years.
Rollovers From
Other Qualified Employer Plans—The Plan allows for employees to transfer
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 twenty-two 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
Plan.
Vesting—Participants
are immediately vested in their contributions and actual earnings
thereon. Vesting in the Company’s contribution portion of their
accounts plus earnings thereon is based on years of continuous
service. A Participant is fully vested after five years of continuous
service. The non-vested balance is forfeited upon termination of
service. Forfeitures are used to reduce Company
contributions.
Payment of
Benefits—Upon retirement or termination of service, distributions from
the Plan are paid out in a lump sum. At December 31, 2007 and 2006,
plan assets include $0 and $4,815, respectively, allocated to accounts of
terminated or retired participants who have elected to withdraw from the Plan
but have not yet been paid. Benefit payments to participants are
recorded upon distribution.
Hardship
Withdrawals—Participants 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.
Participant
Loans—A participant may borrow from his or her 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.
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SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
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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.
Valuation of
Investments and Income Recognition—The Plan’s investments in the various
funds are stated at the market value of the underlying assets, which are
determined by the Custodian. The common stock of the Group is stated
at quoted market value. Participant loans are valued at the outstanding loan
balance. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
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.
As of December 31, 2007 and 2006, investments that represent 5% or more of the
Plan’s net assets available for benefits are as follows:
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2007
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2006
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AUL
Fixed Interest Investment Fund
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$
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3,400,014
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$
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3,328,257
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Fidelity
(VIP) Growth Fund
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2,645,244
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1,921,934
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SSgA
S&P 500 Flagship Fund
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1,875,107
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1,832,864
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OneAmerica
Money Market Fund
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1,851,199
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1,766,913
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American
Funds Growth Fund of America
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1,657,243
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-
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American
Century Ultra Fund
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-
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1,375,930
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OneAmerica
Asset Director Fund
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1,522,017
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1,360,317
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Alger
American Leveraged Allcap Fund
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1,402,216
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-
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OneAmerica
Investment Grade Bond Fund
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1,168,648
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1,085,610
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During
2007 and 2006, the Plan’s investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
value as follows:
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2007
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2006
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Mutual
funds
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$
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1,426,682
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$
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945,891
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Common
stock
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(30,774)
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92,591
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Net
appreciation of investments
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$
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1,395,908
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$
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1,038,482
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Interest and dividends realized in the Plan’s investments for
the years ended 2007 and 2006 were $250,509 and $221,366,
respectively.
The Plan
invests in certain funds offered by the Custodian. Therefore, these
transactions qualify as exempt party-in-interest transactions. Such
investments as of December 31, 2007, are disclosed on the Supplemental Schedule
of Assets (Held at End of Year).
At
December 31, 2007 and 2006, the Plan held 388,733 units and 434,468 units,
respectively, of common stock of the Group, with fair value of $715,994 and
$788,832, respectively. During the years ended December 31, 2007 and
2006, the Plan recorded dividend income of $30,552 and $28,297 respectively, and
net appreciation (depreciation) in fair value of $(30,774) and $92,591,
respectively, from common stock of the Group.
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.
The Plan
obtained its latest determination letter on December 9, 2004, in which the
Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue
Code and therefore not subject to tax. The Plan has been amended
since receiving the determination letter. However, the Plan
Administrator and the Plan’s Tax Counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code.
On March
31, 2008, The Laclede Group completed the sale of 100% of its interest in its
wholly-owned subsidiary, SM&P, to Stripe Acquisition, Inc. (an affiliate of
Kohlberg Management VI, LLC). Stripe Acquisition, Inc. also secured
100% ownership of Central Locating Services, Ltd. (CLS) from Asplundh Tree
Expert Company on that same date.
In
connection with the integration of CLS and SM&P under the umbrella of United
States Infrastructure Corporation (the new holding company), the CLS 401(k) plan
merged into the Employees’ Profit Sharing and Salary Deferral Plan of SM&P
Utility Resources, Inc in April 2008. With this merger 742 CLS
employees transferred $2,414,160 and $3,193,033 into the new USIC 401(k) Savings
Plan on April 18, 2008 and May 13, 2008, respectively.
SUPPLEMENTAL
SCHEDULE
EMPLOYEES’
PROFIT SHARING AND SALARY DEFERRAL PLAN OF SM&P
UTILITY
RESOURCES, INC.
FORM
5500, SCHEDULE H, PART IV, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF
YEAR)
AS OF DECEMBER 31, 2007
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(a)
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(b)
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(c)
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(d)
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(e)
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Identity
of Issue, Borrower, Lessor or
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Description
of
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Current
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Similar
Party
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Investment
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Cost**
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Value
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*
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AUL
Fixed Interest Investment Fund
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Fixed
Income
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$
|
3,400,014
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Fidelity
(VIP) Growth Fund
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Mutual
Funds
|
|
|
|
|
2,645,244
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SSgA
S&P 500 Flagship Fund
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|
|
|
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|
1,875,107
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|
*
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|
OneAmerica
Money Market Fund
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|
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|
|
|
|
1,851,199
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American
Funds Growth Fund of America
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|
|
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|
1,657,243
|
|
*
|
|
OneAmerica
Asset Director Fund
|
|
|
|
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|
1,522,017
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|
|
|
Alger
American Leveraged Allcap Fund
|
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|
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1,402,216
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|
*
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|
OneAmerica
Investment Grade Bond Fund
|
|
|
|
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1,168,648
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|
American
Funds Europacific Growth Fund
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|
|
|
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792,078
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American
Century Income & Growth Fund
|
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|
|
|
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|
625,290
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|
*
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OneAmerica
Value Fund
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|
604,170
|
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SSgA
MSCI Eafe Index Strategy Fund
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|
|
|
|
430,209
|
|
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|
Fidelity
(VIP) High Income Fund
|
|
|
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|
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266,506
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|
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Vanguard
Explorer Fund
|
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|
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251,506
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|
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|
Russell
Lifepoints Equity Fund
|
|
|
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|
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|
196,492
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|
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|
MFS
Value Fund
|
|
|
|
|
|
|
112,356
|
|
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|
Russell
Lifepoints Growth Fund
|
|
|
|
|
|
|
78,176
|
|
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|
Russell
Lifepoints Balanced Fund
|
|
|
|
|
|
|
69,025
|
|
|
|
Russell
Lifepoints Moderate Fund
|
|
|
|
|
|
|
24,299
|
|
|
|
Calvert
Income Fund
|
|
|
|
|
|
|
7,457
|
|
|
|
Russell
Lifepoints Conservative Fund
|
|
|
|
|
|
|
6,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Mutual Funds
|
|
|
|
|
15,585,525
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
The
Laclede Group, Inc.
|
|
Common
Stock
|
|
|
|
|
715,994
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Various
participants
|
|
Participant
loans, rates from 5.0% to 9.50%, maturities through
August 2036
|
|
|
|
|
1,087,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20,788,937
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Represents
a party-in-interest to the Plan.
|
**
|
Cost
information is not required for participant-directed investments and,
therefore, is not included.
|
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
27, 2008
|
|
BY:
|
/s/
James A. Muhl
|
|
|
|
|
|
James
A. Muhl
|
|
|
|
|
|
Trustee
|
|
|
|
|
|
|
INDEX TO
EXHIBITS
Exhibit
No.
|
|
Description
|
23
|
|
Consent
of Independent Registered Public Accounting Firm – BKD
LLP
|