FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED March 31, 2008
or
|
|
|
o |
|
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 0-8084
Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Connecticut
|
|
06-0739839 |
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.) |
incorporation or organization)
|
|
|
|
|
|
93 West Main Street, Clinton, CT
|
|
06413 |
(Address of principal executive office)
|
|
(Zip Code) |
(860) 669-8636
(Registrants telephone number, including area code)
Not Applicable
(Former name, 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 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 þ No o
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 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer o
|
|
Accelerated filer þ
|
|
Non-accelerated filer o
|
|
Smaller reporting company o |
|
|
(Do not check if a 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 o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date
8,410,911
Number of shares of common stock outstanding, March 31, 2008
(Includes 50,983 common stock equivalent shares awarded under the Performance Stock Programs)
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Financial Report
March 31, 2008 and 2007
TABLE OF CONTENTS
Page 3
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
At March 31, 2008 and December 31, 2007
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
ASSETS |
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Utility Plant |
|
$ |
391,391 |
|
|
$ |
384,421 |
|
Construction Work in Progress |
|
|
3,780 |
|
|
|
1,407 |
|
|
|
|
|
|
|
|
|
|
|
395,171 |
|
|
|
385,828 |
|
Accumulated Provision for Depreciation |
|
|
(110,922 |
) |
|
|
(108,166 |
) |
|
|
|
|
|
|
|
Net Utility Plant |
|
|
284,249 |
|
|
|
277,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Property and Investments |
|
|
6,629 |
|
|
|
6,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
|
|
175 |
|
|
|
337 |
|
Restricted Cash |
|
|
8,220 |
|
|
|
8,220 |
|
Accounts Receivable (Less Allowance, 2008 $407; 2007 $352) |
|
|
5,318 |
|
|
|
6,507 |
|
Accrued Unbilled Revenues |
|
|
4,582 |
|
|
|
4,545 |
|
Materials and Supplies, at Average Cost |
|
|
951 |
|
|
|
987 |
|
Prepayments and Other Current Assets |
|
|
4,477 |
|
|
|
2,375 |
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
23,723 |
|
|
|
22,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized Debt Issuance Expense |
|
|
7,592 |
|
|
|
7,685 |
|
Unrecovered Income Taxes |
|
|
30,224 |
|
|
|
30,278 |
|
Post-retirement Benefits Other Than Pension |
|
|
6,290 |
|
|
|
6,410 |
|
Goodwill |
|
|
3,608 |
|
|
|
3,608 |
|
Deferred Charges and Other Costs |
|
|
6,528 |
|
|
|
5,547 |
|
|
|
|
|
|
|
|
Total Regulatory and Other Long-Term Assets |
|
|
54,242 |
|
|
|
53,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
368,843 |
|
|
$ |
360,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITALIZATION AND LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stockholders Equity |
|
$ |
100,314 |
|
|
$ |
100,098 |
|
Preferred Stock |
|
|
772 |
|
|
|
772 |
|
Long-Term Debt |
|
|
92,284 |
|
|
|
92,285 |
|
|
|
|
|
|
|
|
Total Capitalization |
|
|
193,370 |
|
|
|
193,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Portion of Long Term Debt |
|
|
7 |
|
|
|
7 |
|
Interim Bank Loans Payable |
|
|
12,698 |
|
|
|
6,459 |
|
Accounts Payable and Accrued Expenses |
|
|
4,846 |
|
|
|
5,984 |
|
Accrued Taxes |
|
|
1,430 |
|
|
|
1,316 |
|
Accrued Interest |
|
|
522 |
|
|
|
810 |
|
Other Current Liabilities |
|
|
135 |
|
|
|
337 |
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
19,638 |
|
|
|
14,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances for Construction |
|
|
35,869 |
|
|
|
34,583 |
|
Contributions in Aid of Construction |
|
|
49,005 |
|
|
|
47,865 |
|
Deferred Federal and State Income Taxes |
|
|
29,217 |
|
|
|
28,616 |
|
Unfunded Future Income Taxes |
|
|
25,352 |
|
|
|
25,404 |
|
Long-Term Compensation Arrangements |
|
|
14,537 |
|
|
|
14,717 |
|
Unamortized Investment Tax Credits |
|
|
1,545 |
|
|
|
1,560 |
|
Other Long-Term Liabilities |
|
|
310 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Term Liabilities |
|
|
155,835 |
|
|
|
152,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capitalization and Liabilities |
|
$ |
368,843 |
|
|
$ |
360,813 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Page 4
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CAPITALIZATION
At March 31, 2008 and December 31, 2007
(Unaudited)
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Common Stockholders Equity |
|
|
|
|
|
|
|
|
Common Stock Without Par Value Authorized 25,000,000 Shares; |
|
$ |
64,886 |
|
|
$ |
64,414 |
|
Shares Issued and Outstanding: 2008 8,410,911; 2007 8,376,842 |
|
|
|
|
|
|
|
|
Stock Issuance Expense |
|
|
(1,606 |
) |
|
|
(1,606 |
) |
Retained Earnings |
|
|
37,142 |
|
|
|
37,272 |
|
Accumulated Other Comprehensive (Loss) Income |
|
|
(108 |
) |
|
|
18 |
|
|
|
|
|
|
|
|
Total Common Stockholders Equity |
|
|
100,314 |
|
|
|
100,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferrred Stock |
|
|
|
|
|
|
|
|
Cumulative Preferred Stock of Connecticut Water Service, Inc. |
|
|
|
|
|
|
|
|
Series A Voting, $20 Par Value; Authorized, Issued and
Outstanding 15,000 Shares, Redeemable at $21.00 Per Share |
|
|
300 |
|
|
|
300 |
|
Series $.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares
Issued and Outstanding 29,499 Shares, Redeemable at $16.00 Per Share |
|
|
472 |
|
|
|
472 |
|
|
|
|
|
|
|
|
Total Preferred Stock of Connecticut Water Service, Inc. |
|
|
772 |
|
|
|
772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt |
|
|
|
|
|
|
|
|
The Connecticut Water Company |
|
|
|
|
|
|
|
|
Unsecured Water Facilities Revenue Refinancing Bonds |
|
|
|
|
|
|
|
|
5.05% 1998 Series A, due 2028 |
|
|
9,640 |
|
|
|
9,640 |
|
5.125% 1998 Series B, due 2028 |
|
|
7,635 |
|
|
|
7,635 |
|
4.40% 2003A Series, due 2020 |
|
|
8,000 |
|
|
|
8,000 |
|
5.00% 2003C Series, due 2022 |
|
|
14,915 |
|
|
|
14,915 |
|
Var. 2004 Series Variable Rate, due 2029 |
|
|
12,500 |
|
|
|
12,500 |
|
Var. 2004 Series A, due 2028 |
|
|
5,000 |
|
|
|
5,000 |
|
Var. 2004 Series B, due 2028 |
|
|
4,550 |
|
|
|
4,550 |
|
5.00% 2005 A Series, due 2040 |
|
|
14,960 |
|
|
|
14,960 |
|
5.00% 2007 A Series, due 2037 |
|
|
15,000 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
Total The Connecticut Water Company |
|
|
92,200 |
|
|
|
92,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unregulated Secured |
|
|
|
|
|
|
|
|
8.0% New London Trust, Due 2017 |
|
|
91 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Connecticut Water Service, Inc. |
|
|
92,291 |
|
|
|
92,292 |
|
Less Current Portion |
|
|
(7 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
Total Long-Term Debt |
|
|
92,284 |
|
|
|
92,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capitalization |
|
$ |
193,370 |
|
|
$ |
193,155 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Page 5
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Operating Revenues |
|
$ |
13,569 |
|
|
$ |
13,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
Operation and Maintenance |
|
|
7,198 |
|
|
|
7,154 |
|
Depreciation |
|
|
1,596 |
|
|
|
1,577 |
|
Income Taxes |
|
|
618 |
|
|
|
674 |
|
Taxes Other Than Income Taxes |
|
|
1,466 |
|
|
|
1,451 |
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
10,878 |
|
|
|
10,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Revenues |
|
|
2,691 |
|
|
|
2,306 |
|
|
|
|
|
|
|
|
|
|
Other Utility Income, Net of Taxes |
|
|
121 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Utility Operating Income |
|
|
2,812 |
|
|
|
2,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Deductions), Net of Taxes
Gain on Property Transactions |
|
|
|
|
|
|
41 |
|
Non-Water Sales Earnings |
|
|
190 |
|
|
|
142 |
|
Allowance for Funds Used During Construction |
|
|
15 |
|
|
|
12 |
|
Other |
|
|
(22 |
) |
|
|
(46 |
) |
|
|
|
|
|
|
|
Total Other Income, Net of Taxes |
|
|
183 |
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and Debt Expense |
|
|
|
|
|
|
|
|
Interest on Long-Term Debt |
|
|
1,056 |
|
|
|
877 |
|
Other Interest Charges |
|
|
135 |
|
|
|
115 |
|
Amortization of Debt Expense |
|
|
99 |
|
|
|
94 |
|
|
|
|
|
|
|
|
Total Interest and Debt Expense |
|
|
1,290 |
|
|
|
1,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
1,705 |
|
|
|
1,475 |
|
|
|
|
|
|
|
|
|
|
Preferred Stock Dividend Requirement |
|
|
9 |
|
|
|
9 |
|
|
|
|
|
|
|
|
Net Income Applicable to Common Stock |
|
$ |
1,696 |
|
|
$ |
1,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
8,350 |
|
|
|
8,232 |
|
Diluted |
|
|
8,401 |
|
|
|
8,250 |
|
|
|
|
|
|
|
|
|
|
Earnings Per Common Share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.20 |
|
|
$ |
0.18 |
|
Diluted |
|
$ |
0.20 |
|
|
$ |
0.18 |
|
|
|
|
|
|
|
|
|
|
Dividends Per Common Share |
|
$ |
0.2175 |
|
|
$ |
0.2150 |
|
The accompanying notes are an integral part of these financial statements.
Page 6
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Net Income Applicable to Common Stock |
|
$ |
1,696 |
|
|
$ |
1,466 |
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income, net of tax |
|
|
|
|
|
|
|
|
Qualified Cash Flow Hedging Instrument Expense,
net of tax benefit of ($80) in 2008; ($34)
in 2007 |
|
|
(125 |
) |
|
|
(43 |
) |
Adjustment to Pension and Post-Retirement Benefits Other
Than Pension, net of tax benefit of ($1) in
2008 |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income |
|
$ |
1,570 |
|
|
$ |
1,423 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Page 7
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
Balance at Beginning of Period |
|
$ |
37,272 |
|
|
$ |
35,676 |
|
Net Income Before Preferred Dividends of Parent |
|
|
1,705 |
|
|
|
1,475 |
|
|
|
|
|
|
|
|
|
|
|
38,977 |
|
|
|
37,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared: |
|
|
|
|
|
|
|
|
Cumulative Preferred, Class A, $.20 per share |
|
|
3 |
|
|
|
3 |
|
Cumulative Preferred, Series $.90, $.225 per
share |
|
|
6 |
|
|
|
6 |
|
Common Stock 2008 $.2175 per share; 2007
$.215 per share |
|
|
1,826 |
|
|
|
1,769 |
|
|
|
|
|
|
|
|
|
|
|
1,835 |
|
|
|
1,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at End of Period |
|
$ |
37,142 |
|
|
$ |
35,373 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
Page 8
Connecticut Water Service, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2008 and 2007
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Operating Activities: |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
1,705 |
|
|
$ |
1,475 |
|
|
|
|
|
|
|
|
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities: |
|
|
|
|
|
|
|
|
Deferred Revenues |
|
|
(956 |
) |
|
|
(956 |
) |
Allowance for Funds Used During Construction |
|
|
(24 |
) |
|
|
(19 |
) |
Depreciation (including $132 in 2008, $85 in 2007 charged to other accounts) |
|
|
1,880 |
|
|
|
1,721 |
|
Change in Assets and Liabilities: |
|
|
|
|
|
|
|
|
Decrease (Increase) in Accounts Receivable and Accrued Unbilled Revenues |
|
|
1,152 |
|
|
|
(785 |
) |
Increase in Other Current Assets |
|
|
(2,044 |
) |
|
|
(1,759 |
) |
Decrease (Increase) in Other Non-Current Items |
|
|
449 |
|
|
|
(106 |
) |
Increase (Decrease) in Accounts Payable, Accrued Expenses and
Other Current Liabilities |
|
|
(527 |
) |
|
|
796 |
|
Increase in Deferred Income Taxes and
Investment Tax Credits, Net |
|
|
587 |
|
|
|
190 |
|
|
|
|
|
|
|
|
Total Adjustments |
|
|
517 |
|
|
|
(918 |
) |
|
|
|
|
|
|
|
Net Cash and Cash Equivalents Provided by Operating Activities |
|
|
2,222 |
|
|
|
557 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
|
|
Company Financed Additions to Utility Plant |
|
|
(3,535 |
) |
|
|
(4,256 |
) |
Refunds to Others for Construction |
|
|
28 |
|
|
|
76 |
|
|
|
|
|
|
|
|
Net Additions to Utility Plant Used in Continuing Operations |
|
|
(3,507 |
) |
|
|
(4,180 |
) |
Purchase of Eastern and H2O Services Assets |
|
|
(3,500 |
) |
|
|
|
|
Release of Restricted Cash |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
Net Cash and Cash Equivalents Used in Investing Activities |
|
|
(7,007 |
) |
|
|
(4,179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
|
|
Net Proceeds from Interim Bank Loans |
|
|
12,698 |
|
|
|
9,080 |
|
Net Repayment of Interim Bank Loans |
|
|
(6,459 |
) |
|
|
(5,250 |
) |
Proceeds from Issuance of Common Stock |
|
|
245 |
|
|
|
337 |
|
Repayment of Long-Term Debt Including Current Portion |
|
|
(1 |
) |
|
|
(2 |
) |
Costs Incurred to Issue Long-Term Debt and Common Stock |
|
|
(5 |
) |
|
|
|
|
Refunds to Others for Construction |
|
|
(28 |
) |
|
|
(76 |
) |
Cash Dividends Paid |
|
|
(1,827 |
) |
|
|
(1,775 |
) |
|
|
|
|
|
|
|
Net Cash and Cash Equivalents Provided by Financing Activities |
|
|
4,623 |
|
|
|
2,314 |
|
|
|
|
|
|
|
|
Net Decrease in Cash and Cash Equivalents |
|
|
(162 |
) |
|
|
(1,308 |
) |
Cash and Cash Equivalents at Beginning of Period |
|
|
337 |
|
|
|
1,377 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
175 |
|
|
$ |
69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Investing and Financing Activites |
|
|
|
|
|
|
|
|
Non-Cash Contributed Utility Plant |
|
$ |
1,320 |
|
|
$ |
172 |
|
Short-term Investment of Bond Proceeds Held in Restricted Cash |
|
$ |
8,220 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash Paid for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
1,540 |
|
|
$ |
1,512 |
|
State and Federal Income Taxes |
|
$ |
432 |
|
|
$ |
50 |
|
The accompanying notes are an integral part of these financial statements.
Page 9
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The consolidated financial statements included herein have been prepared by CONNECTICUT WATER
SERVICE, INC. AND SUBSIDIARIES (the Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect all adjustments that are of a
normal recurring nature which are, in the opinion of management, necessary to a fair statement of
the results for interim periods. Certain information and footnote disclosures have been omitted
pursuant to such rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. The Balance Sheet at December 31, 2007
has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted in the United States
of America for complete financial statements. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and the notes thereto included in
the Companys latest annual report on Form 10-K for the year ended December 31, 2007.
The results for interim periods are not necessarily indicative of results to be expected for the
year since the consolidated earnings are subject to seasonal factors.
Reclassifications
Certain reclassifications have been made to conform previously reported data to the current
presentation.
2. Pension and Other Post-Retirement Benefits
The following tables set forth the components of pension and other postretirement benefit costs for
the three months ended March 31, 2008 and 2007.
Pension Benefits
Components of Net Periodic Cost (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Period ended March 31 |
|
2008 |
|
|
2007 |
|
Service Cost |
|
$ |
306 |
|
|
$ |
319 |
|
Interest Cost |
|
|
465 |
|
|
|
447 |
|
Expected Return on Plan Assets |
|
|
(528 |
) |
|
|
(504 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
Transition Obligation |
|
|
1 |
|
|
|
1 |
|
Prior Service Cost |
|
|
17 |
|
|
|
17 |
|
Net Loss |
|
|
25 |
|
|
|
86 |
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost |
|
$ |
286 |
|
|
$ |
366 |
|
|
|
|
|
|
|
|
The Company plans to make a contribution of approximately $3,500,000 for plan year 2007 during
2008.
Page 10
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Other Postretirement Benefits
Components of Net Periodic Cost (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Period ended March 31 |
|
2008 |
|
|
2007 |
|
Service Cost |
|
$ |
186 |
|
|
$ |
172 |
|
Interest Cost |
|
|
191 |
|
|
|
145 |
|
Expected Return on Plan Assets |
|
|
(68 |
) |
|
|
(47 |
) |
Amortization of Transition Obligation |
|
|
30 |
|
|
|
30 |
|
Recognized Net Loss |
|
|
90 |
|
|
|
71 |
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost |
|
$ |
429 |
|
|
$ |
371 |
|
|
|
|
|
|
|
|
The Company has concluded that the postretirement welfare plans benefits will be considered
actuarially equivalent to the benefits provided by Medicare Part D. The Company does not intend to
apply for the government subsidy for postretirement prescription drug benefits, because it believes
the costs associated with the administration of Medicare Part D would have outweighed the benefits
received by the Company. Therefore, the impact of the subsidy on the plans liabilities is not
reflected in the March 31, 2008 disclosure.
3. Earnings per Share
Earnings per weighted average common share are calculated by dividing net income applicable to
common stock by the weighted average number of shares of common stock outstanding during the
respective periods as detailed below (diluted shares include the effect of unexercised stock
options):
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2008 |
|
|
2007 |
|
Common Shares Outstanding |
|
|
|
|
|
|
|
|
End of Period: |
|
|
8,410,911 |
|
|
|
8,304,492 |
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding: |
|
|
|
|
|
|
|
|
Days Outstanding Basis |
|
|
|
|
|
|
|
|
Basic |
|
|
8,349,885 |
|
|
|
8,232,427 |
|
|
|
|
|
|
|
|
Diluted |
|
|
8,400,868 |
|
|
|
8,250,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per Share |
|
$ |
0.20 |
|
|
$ |
0.18 |
|
Dilutive Effect of Unexercised Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share |
|
$ |
0.20 |
|
|
$ |
0.18 |
|
|
|
|
|
|
|
|
Total
unrecognized compensation expense for all stock awards was
approximately $1,270,000 as of March 31, 2008.
4. New Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157, Fair Value Measurement (SFAS 157). SFAS 157 provides a single
definition of fair value, a framework for measuring fair value, and requires additional disclosure
about the use of fair value to measure assets and liabilities. SFAS 157 is
effective for fiscal years beginning after November 15, 2007; as such we partially adopted SFAS 157
in the first quarter of 2008. In February 2008, the FASB issued FASB Staff Position 157-2,
Effective Date of FASB Statement No. 157, (SFP 157-2), which delays the effective date of
Page 11
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
SFAS 157 for non-financial assets and liabilities that are recognized or disclosed in the financial
statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. We have not
applied the provisions of SFAS 157 to our non-financial assets and non-financial liabilities in
accordance with FSP 157-2. Please see Note 5 for additional disclosures regarding fair value.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, Fair Value
Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement
No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective of SFAS 159 is to reduce both the complexity in
accounting for financial instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company did not elect the fair value option for any of its existing
financial instruments and has not determined whether or not to elect this option for financial
instruments it may acquire in the future.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (Revised
2007) Business Combinations (SFAS 141(R)), which establishes principles and requirements for how
the acquiring company shall recognize and measure in its financial statements the identifiable
assets acquired, liabilities assumed, any non-controlling interest in the acquired company and
goodwill acquired in a business combination. This statement is effective for business combinations
for which the acquisition date is on or after the beginning of the first annual reporting period
beginning on or after December 15, 2008. The Company is currently assessing the potential impact
that the adoption of SFAS 141(R) will have on its financial position and results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Non-controlling Interests in Consolidated Financial Statements an Amendment of ARB No. 51
(SFAS 160), which establishes and expands accounting and reporting standards for minority
interests, which will be recharacterized as non-controlling interests, in a subsidiary and the
deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after
December 15, 2008. The Company is currently assessing the potential impact that the adoption of
SFAS 160 will have on its financial position and results of operations.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133
(SFAS 161). SFAS 161 requires enhanced disclosures about an entitys derivative and hedging
activities. Under SFAS 161, entities are required to provide enhanced disclosures about (a) how
and why an entity uses derivative instruments, (b) how derivative instruments and related hedged
items are accounted for under Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entitys financial position, financial performance,
and cash flows. This statement is effective for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently evaluating the impact SFAS 161 will have on its
financial position and results of operations.
5. Fair Value Disclosures
The Company partially adopted SFAS 157 as of January 1, 2008, which among other things requires
enhanced disclosures for assets and liabilities that are measured and reported at fair value and
establishes a framework for measuring fair value. SFAS 157 applies to accounting
Page 12
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
pronouncements
that already require or permit fair value measures and does not require any new fair value
measurements.
SFAS 157 establishes a fair value hierarchy that distinguishes between assumptions based on market
data (observable inputs) and the Companys assumptions (unobservable inputs). The hierarchy
consists of three broad levels, as follows:
Level 1 Quoted market prices in active markets for identical assets or liabilities
Level 2 Inputs other than Level 1 that are either directly or indirectly observable
Level 3 Unobservable inputs developed using the Companys estimates and assumptions,
which reflect those that the Company believes market participants would use.
The following table summarizes our financial instruments measured at fair value on a recurring
basis within the fair value hierarchy as of March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Swap |
|
$ |
|
|
|
$ |
160 |
|
|
$ |
|
|
In February 2008, the FASB issued FSP No. 157-2 which allows companies to elect a one year deferral
of adoption of SFAS No. 157 for non-financial assets and liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring basis. The
Company has elected the deferral option permitted by FSP No. 157-2 for its non-recurring
non-financial assets and non-financial liabilities. Non-recurring non-financial assets and
non-financial liabilities for which the Company has not applied the provisions of SFAS 157 include
those measured at fair value in goodwill impairment testing.
6. Segment Reporting
The Company operates principally in three business segments: Water Activities, Real Estate
Transactions, and Services and Rentals. Financial data for the segments is as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2008 |
|
|
|
|
|
|
|
Pre-tax |
|
|
Income Tax |
|
|
|
|
Segment |
|
Revenues |
|
|
Income |
|
|
Expense |
|
|
Net Income |
|
Water Activities |
|
$ |
13,815 |
|
|
$ |
2,205 |
|
|
$ |
690 |
|
|
$ |
1,515 |
|
Real Estate Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services and Rentals |
|
|
1,067 |
|
|
|
307 |
|
|
|
117 |
|
|
|
190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,882 |
|
|
$ |
2,512 |
|
|
$ |
807 |
|
|
$ |
1,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2007 |
|
|
|
|
|
|
|
Pre-tax |
|
|
Income Tax |
|
|
|
|
Segment |
|
Revenues |
|
|
Income |
|
|
Expense |
|
|
Net Income |
|
Water Activities |
|
$ |
13,390 |
|
|
$ |
1,992 |
|
|
$ |
700 |
|
|
$ |
1,292 |
|
Real Estate Transactions |
|
|
92 |
|
|
|
68 |
|
|
|
27 |
|
|
|
41 |
|
Services and Rentals |
|
|
904 |
|
|
|
234 |
|
|
|
92 |
|
|
|
142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,386 |
|
|
$ |
2,294 |
|
|
$ |
819 |
|
|
$ |
1,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 13
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
The Revenues shown in Water Activities above consist of revenues from water customers of
$13,569,000 and $13,162,000 for the three months ended March 31, 2008 and 2007, respectively.
Additionally, there were revenues associated with utility plant leased to others of $246,000 and
$228,000 for the three months ended March 31, 2008 and 2007, respectively.
Assets (by segment):
|
|
|
|
|
|
|
|
|
(in thousands) |
|
March 31, 2008 |
|
|
December 31, 2007 |
|
Total Plant and Other Investments: |
|
|
|
|
|
|
|
|
Water |
|
$ |
290,234 |
|
|
$ |
283,641 |
|
Non-Water |
|
|
644 |
|
|
|
673 |
|
|
|
|
|
|
|
|
|
|
|
290,878 |
|
|
|
284,314 |
|
|
|
|
|
|
|
|
|
|
Other Assets: |
|
|
|
|
|
|
|
|
Water |
|
|
75,600 |
|
|
|
73,421 |
|
Non-Water |
|
|
2,365 |
|
|
|
3,078 |
|
|
|
|
|
|
|
|
|
|
|
77,965 |
|
|
|
76,499 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
368,843 |
|
|
$ |
360,813 |
|
|
|
|
|
|
|
|
7. Income Taxes
In June 2006, the FASB issued interpretation No. 48, Accounting for Uncertainty in Income Taxes,
an Interpretation of FASB Statement No. 109 (FIN 48), which became effective for the Company as of
January 1, 2007. FIN 48 addresses the determination of how tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under FIN 48, we must
recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such a
position are measured based on the largest benefit that has a greater than 50% likelihood of being
realized upon ultimate resolution. The reassessment of our tax positions in accordance with FIN 48
did not have an impact on our results of operations, financial condition or liquidity. From time
to time, the Company is assessed interest and penalties by taxing authorities. In those cases, the
charges would appear on the Other line item on the Income Statement. There were no such charges
for the three month periods ended March 31, 2008 and 2007. Additionally, there were no accruals
relating to interest or penalties as of March 31, 2008 and December 31, 2007. The Company remains
subject to examination by federal authorities for the 2005 through 2007 tax years and by state
authorities for the tax years 2003 through 2007.
The Companys effective income tax rates for the first three months of 2008 and 2007 were 32.1% and
35.6%, respectively. The statutory income tax rates during the same periods were 39%. In
determining its effective income tax rate for interim periods, the Company projects its book and
tax timing differences for the complete year and reflects the expected impact on its overall
effective income tax rate. The primary timing difference causing the effective rate to be lower
than the statutory rate for both periods is the planned pension contribution that is greater than
the SFAS 87 pension expense.
Page 14
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Part I, Item 2: Managements Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion should be read in conjunction with the accompanying unaudited financial
statements and related notes thereto and the audited financial statements and the notes thereto
contained in our 2007 Annual Report on Form 10-K.
Regulatory Matters and Inflation
During the three months ended March 31, 2008, there were no material changes under this subheading
to any items previously disclosed by the Company in its Annual Report on Form 10-K for the period
ended December 31, 2007.
In April 2006, the DPUC approved the Companys application to merge Unionville Water Company
(Unionville) and Crystal Water Company (Crystal) into The Connecticut Water Company (Connecticut
Water). The Company completed these mergers on May 31, 2006. In July 2006, the Company filed a
rate application with the Connecticut Department of Utility Control (DPUC) for the newly merged
Connecticut Water requesting an increase in rates of approximately $14.6 million, or 30%. On
January 16, 2007, the DPUC issued its final decision and approved a Settlement Agreement;
negotiated with the Office of Consumer Counsel and the DPUCs Prosecutorial Staff; that allowed
Connecticut Water an increase of revenues of approximately $10,940,000, or 22.3%. The Settlement
Agreement allowed Connecticut Water to defer a portion of the approved rate increase. The Company
recognized that increase through recording deferred revenues and a corresponding regulatory asset,
as required by the decision. From January 1, 2007 through March 31, 2008, the Company has recorded
approximately $4.8 million in deferred revenues. On January 31, 2008, the Company filed to reopen
the case, a procedure required by the Settlement Agreement, to implement the second phase. In
addition to the approval for the inclusion in current rates of the previously approved deferred
revenues of $4.8 million, the filing included requested recovery of the costs associated with $15.5
million of additional capital investments made in 2007. This portion of the second phase of the
increase (re-opener) was also called for in the Settlement Agreement.
The total increase associated with the re-opener was a request of 12.6%, of which approximately
8.2% is for deferred revenues and 4.4% for the investment in additional capital in 2007.
Additionally, Connecticut Water agreed not to apply for a general rate increase that would become
effective prior to January 1, 2010.
The final decision on the re-opener was issued on March 28, 2008. The decision allowed an increase
of revenues of 11.95% or $6.7 million, effective April 1, 2008. The Company will begin to see the
effects of this increase in the second quarter of 2008.
Acquisition of the assets of Eastern Connecticut Regional Water Company and Birmingham H20 Services
On January 16, 2008, the Company, through two of its wholly owned subsidiaries, Connecticut
Water and New England Water Utility Services, Inc. (NEWUS), completed the acquisition of the
regulated water utility assets of Eastern Connecticut Regional Water Company, Inc. (Eastern)
and the unregulated assets of Birmingham H2O Services, Inc. (H20) for aggregate cash
consideration
of $3.5 million. Eastern brings approximately 2,300 customers in 14 Connecticut towns to the
Company.
Page 15
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Critical Accounting Policies and Estimates
The Company maintains its accounting records in accordance with accounting principles generally
accepted in the United States of America and as directed by the DPUC to which Connecticut Water,
the Companys regulated water utility subsidiary, is subject. Significant accounting policies
employed by the Company, including the use of estimates, were presented in the Notes to
Consolidated Financial Statements of the Companys Annual Report on Form 10-K.
Critical accounting policies are those that are the most important to the presentation of the
Companys financial condition and results of operations. The application of such accounting
policies requires managements most difficult, subjective, and complex judgments and involves
uncertainties and assumptions. The Companys most critical accounting policies pertain to public
utility regulation related to Financial Accounting Standards No. 71, Accounting for the Effects of
Certain Types of Regulations (SFAS 71), revenue recognition, and pension plan accounting. Each of
these accounting policies and the application of critical accounting policies and estimates was
discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. There
were no significant changes in the application of critical accounting policies or estimates during
the first quarter of 2008. Please see Note 4 of the financial statements for newly adopted and
recently announced financial standards.
Management must use informed judgments and best estimates to properly apply these critical
accounting policies. Because of the uncertainty in these estimates, actual results could differ
from estimates used in applying the critical accounting policies. The Company is not aware of any
reasonably likely events or circumstances which would result in different amounts being reported
that would materially affect its financial condition or results of operations.
Outlook
The following modifies and updates the Outlook section of the Companys 2007 Form 10-K annual
report filed on March 17, 2008.
The Companys earnings and profitability are primarily dependent upon the sale and distribution of
water, the amount of which is dependent on seasonal weather fluctuations, particularly during the
summer months when water demand will vary with rainfall and temperature levels. The Companys
earnings and profitability in future years will also depend upon a number of other factors, such as
the ability to maintain our operating costs at or near historical levels, customer growth in the
Companys core regulated water utility business, additional growth in revenues attributable to
non-water sales operations, and the timing and adequacy of rate relief when requested, from time to
time, by our regulated water company.
The Company believes that these factors and those described in detail in Commitments and
Contingencies in Item 7 of its Annual Report on Form 10-K may have significant impact, either
alone or in the aggregate, on the Companys earnings and profitability in fiscal years 2008 and
beyond. Please also review carefully the risks and uncertainties described below under the heading
Forward-Looking Information.
Based on the Companys current projections, the Company believes that its Net Income for the year
2008 will increase from the levels reported for 2007, primarily as a result of the second phase of
Connecticut Waters rate increase that was approved by the DPUC effective April 1, 2008.
Page 16
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
During
2008 and subsequent years, the ability of the Company to maintain and increase its Net Income will
principally depend upon the effect on the Company of the factors described above in this Outlook
section, those factors described in the section entitled Commitments and Contingencies in Item 7
of the Companys Annual Report on Form 10-K and the risks and uncertainties described in
Forward-Looking Information sections below.
Liquidity and Capital Resources
The Company is not aware of demands, events, or uncertainties that will result in a decrease of
liquidity or a material change in the mix or relative cost of capital resources.
Interim Bank Loans Payable at March 31, 2008 were approximately $12.7 million. The Company
currently maintains an aggregate of $21 million in lines of credit with three banks. During 2007,
the Company increased these lines because of expected increased construction spending and recently
completed acquisitions. The lines of credit have lives that range from 12 to 29 months, which
expire throughout 2008 and 2009. We expect to renew the lines as they expire. Interest expense
charged on interim bank loans will fluctuate based on market interest rates.
The Company offers a dividend reinvestment plan (DRIP) to all shareholders, whereby shareholders
can opt to have dividends directly reinvested into additional shares of the Company. During the
three months ended March 31, 2008 and 2007, the shareholders reinvested $245,000 and $248,000,
respectively, as part of the DRIP.
From 1999 through 2003, the Company issued stock options to certain employees of the Company. No
stock options were exercised in the three months ended March 31, 2008 and March 31, 2007.
Results of Operations
Net Income for the three months ended March 31, 2008 increased from that of the prior year by
$230,000, which increased earnings per basic and diluted average common share by $0.02, to $0.20.
This increase in Net Income is broken down by business segment as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(Decrease) |
|
Business Segment |
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
in Income |
|
Water Activities |
|
$ |
1,515,000 |
|
|
$ |
1,292,000 |
|
|
$ |
223,000 |
|
Real Estate Transactions |
|
|
|
|
|
|
41,000 |
|
|
|
(41,000 |
) |
Services and Rentals |
|
|
190,000 |
|
|
|
142,000 |
|
|
|
48,000 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,705,000 |
|
|
$ |
1,475,000 |
|
|
$ |
230,000 |
|
|
|
|
|
|
|
|
|
|
|
The increase in the Water Activity segments Net Income was primarily due to the net effects of
variances listed below:
|
|
An increase of approximately $407,000 in Operating Revenue primarily
due to the acquisition of Eastern in January 2008, partially off-set
by a decrease in per customer consumption. The largest driver of the
increase in Operating Revenue was an increase of $318,000 in revenue
from residential customers. Additionally, the Company received
approximately $107,000 in make-whole payments from the South Central
Regional Water Authority as part of the |
Page 17
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
|
|
agreement to acquire Eastern.
Off-setting these residential revenue increases were minor decreases
from commercial, industrial and public authority customers. |
|
|
|
Operation and Maintenance expense increased by $44,000 primarily due
to the following components: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
March 31, 2007 |
|
|
Increase/(Decrease) |
|
Employee benefit costs |
|
$ |
1,310,000 |
|
|
$ |
1,162,000 |
|
|
$ |
148,000 |
|
Labor |
|
|
2,755,000 |
|
|
|
2,610,000 |
|
|
|
145,000 |
|
Customer |
|
|
218,000 |
|
|
|
132,000 |
|
|
|
86,000 |
|
Water treatment
(including chemical
costs) |
|
|
402,000 |
|
|
|
378,000 |
|
|
|
24,000 |
|
Utility costs |
|
|
858,000 |
|
|
|
887,000 |
|
|
|
(29,000 |
) |
Maintenance |
|
|
287,000 |
|
|
|
325,000 |
|
|
|
(38,000 |
) |
Investor relations |
|
|
131,000 |
|
|
|
202,000 |
|
|
|
(71,000 |
) |
Purchased water |
|
|
22,000 |
|
|
|
153,000 |
|
|
|
(131,000 |
) |
Other |
|
|
1,215,000 |
|
|
|
1,305,000 |
|
|
|
(90,000 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,198,000 |
|
|
$ |
7,154,000 |
|
|
$ |
44,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor and employee benefit costs increased in 2008 by a combined
$293,000 due to an increase in employee levels due to the Eastern
acquisition and higher medical costs associated with the Companys
health and welfare plan. Customer costs increased over the prior year
primarily due to an increase in uncollectible accounts. The Company
saw a decrease in investor relations costs primarily due to a decrease
in expenses associated with the preparation and printing of our 2007
annual report, due to the timing of the distribution of the 2007
annual report when compared to the distribution of the 2006 annual
report. The decrease in purchased water costs stemmed from a
negotiated reduction in the Companys purchased water rate from a
neighboring water utility. |
|
|
|
A decrease in operating income tax expense of $56,000 primarily due to
a lower effective income tax rate. This lower rate is due primarily
to the effect of the planned pension contribution in 2008 exceeding
the expected SFAS 87 pension expense. Although circumstances were
similar in 2007, the excess contribution is greater in 2008. |
Commitments and Contingencies
There were no material changes under this subheading to any of the other items previously disclosed
by the Company in its Annual Report on Form 10-K for the period ended December 31, 2007.
19 Perry Street Litigation
Connecticut Waters Unionville division has for many years operated a well field located at 19
Perry Street, Farmington, Connecticut, pursuant to a 99-year lease entered into in 1975 with the
property owner. This well field provides approximately half of the daily water supply requirements
to the customers of the Unionville division. In 2004, the original property owner ceased business
operations. The property is now owned by 19 Perry Street, LLC, which obtained the property through
a foreclosure proceeding. In June 2007, the new owner commenced a lawsuit in Hartford Superior
Court (Housing Section), asserting that Connecticut Water is in unlawful possession of the property
under several theories, including that the lease is invalid and that Connecticut Water has failed
to pay rent when due. A trial before a judge was held in November
Page 18
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
2007, and a decision was issued
on April 30, 2008. In its decision, the Court ruled that the lease is valid. However, in deciding
the parties contentions regarding the proper form and amount of rental payments due, the Court
ruled that Connecticut Water is in breach of its obligation to pay rent on the property and
therefore entered an order of eviction.
On May 5, 2008, Connecticut Water filed a timely appeal of the decision in the Connecticut
Appellate Court. This appeal stays the eviction order until the Appellate Court rules on
Connecticut Waters claims that the trial court erred. At this time, the outcome of the appeal is
uncertain. The Company intends, however, to maintain its use of the property to provide water to
customers of its Unionville division while the appeal is pending. In addition, Connecticut Water
will consider all other options with respect to its well field use of the property, including (i)
negotiations with the property owner for a new lease agreement, (ii) the outright purchase of the
property or (iii) the exercise of Connecticut Waters right to take the property by initiating
eminent domain proceedings under applicable law.
Forward-Looking Information
This report, including managements discussion and analysis, contains certain forward-looking
statements regarding the Companys results of operations and financial position. These
forward-looking statements are based on current information and expectations, and are subject to
risks and uncertainties, which could cause the Companys actual results to differ materially from
expected results.
Regulated water companies, including The Connecticut Water Company, are subject to various federal
and state regulatory agencies concerning water quality and environmental standards. Generally, the
water industry is materially dependent on the adequacy of approved rates to allow for a fair rate
of return on the investment in utility plant. The ability to maintain our operating costs at the
lowest possible level, while providing good quality water service, is beneficial to customers and
stockholders. Profitability is also dependent on the timeliness of rate relief to be sought from,
and granted by, the DPUC, when necessary, and numerous factors over which we have little or no
control, such as the quantity of rainfall and temperature, customer demand and related conservation
efforts, financing costs, energy rates, tax rates, and stock market trends which may affect the
return earned on pension assets, compliance with environmental and water quality regulations and
the outcome of litigation matters, including the Unionville division well field dispute. From time
to time, the Company may acquire other regulated and/or unregulated water companies. Profitability
on these acquisitions is often dependent on the successful integration of these companies,
including the January 2008 acquisition of Eastern Connecticut Regional Water Company, Inc. and
Birmingham H20 Services Inc. The profitability of our other revenue sources is subject to the
amount of land we have available for sale and/or donation, the demand for the
land, the continuation of the current state tax benefits relating to the donation of land for open
space purposes, regulatory approval of land dispositions, the demand for telecommunications antenna
site leases, and the successful extensions and expansion of our service contract work. We
undertake no obligation to update or revise forward-looking statements, whether as a result of new
information, future events, or otherwise.
Part I, Item 3: Quantitative and Qualitative Disclosure About Market Risk
The primary market risk faced by the Company is interest rate risk. The Company has exposure to
derivative financial instruments through an interest rate swap agreement. The Company has no
Page 19
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
other
financial instruments with significant credit risk or off-balance sheet risks and is not subject,
in any material respect, to any currency or other commodity risk.
The Company is subject to the risk of fluctuating interest rates in the normal course of business.
The Companys exposure to interest fluctuations is managed at the Company and subsidiary operations
levels through the use of a combination of fixed rate long-term debt, variable long-term debt and
short-term variable borrowings under financing arrangements entered into by the Company and its
subsidiaries and its use of the interest rate swap agreement discussed below. The Company has
$21,000,000 of variable rate lines of credit with three banks, under which the interim bank loans
payable at March 31, 2008 were approximately $12,700,000.
During March 2004, The Connecticut Water Company entered into a five-year interest rate swap
transaction in connection with the refunding of its First Mortgage Bonds (Series V). The swap
agreement provides for The Connecticut Water Companys exchange of floating rate interest payment
obligations for fixed rate interest payment obligations on a notional principal amount of
$12,500,000. The purpose of the interest rate swap is to manage the Companys exposure to
fluctuations in prevailing interest rates. The Company does not enter into derivative financial
contracts for trading or speculative purposes and does not use leveraged instruments.
Management does not believe that changes in interest rates will have a material effect on income or
cash flow during the next twelve months, although there can be no assurances that interest rates
will not significantly change.
Part I, Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, management, including the Companys Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and
operation of the Companys disclosure controls and procedures (as defined in Rule 13a-15(e)).
Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
the Companys disclosure controls and procedures were effective, in all material respects, to
ensure that information required to be disclosed in the reports the Company files and submits under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized, and reported within the
time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to
management, including the Companys Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting that occurred
during the quarter ended March 31, 2008 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
Because of its inherent limitation, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may deteriorate.
Page 20
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Part II, Item 1: Legal Proceedings
We are involved in various legal proceedings from time to time. 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 are a party or to which any of our properties is the subject that
presents a reasonable likelihood of a material adverse impact on the Company. Certain other legal
proceedings that relate to specific segments of the Companys business are discussed in Item 2,
Part I, of this Form 10-Q under the heading Commitments and Contingencies.
Part II, Item 1A: Risk Factors
Information regarding risk factors appeared in Item 1A of Part I of our Report on Form 10-K for the
fiscal year ended December 31, 2007. There have been no material changes to our risk factors from
those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Part II, Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
No stock repurchases were made during the quarter ended March 31, 2008.
Part II, Item 6: Exhibits
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
3.1 |
|
|
Certificate of Incorporation of Connecticut Water Service, Inc. amended and restated as of
April, 1998. (Exhibit 3.1 to Form 10-K for the year ended 12/31/98). |
|
|
|
|
|
|
3.2 |
|
|
By Laws, as amended, of Connecticut Water Service, Inc. as amended and restated as of August
12, 1999. (Exhibit 3.2 to Form 10-K for the year ended 12/31/99). |
|
|
|
|
|
|
3.3 |
|
|
Certification of Incorporation of The Connecticut Water Company effective April, 1998.
(Exhibit 3.3 to Form 10-K for the year ended 12/31/98). |
|
|
|
|
|
|
3.4 |
|
|
Certificate of Amendment to the Certificate of Incorporation of Connecticut Water Service,
Inc. dated August 6, 2001 (Exhibit 3.4 to Form 10-K for the year ended 12/31/01). |
|
|
|
|
|
|
3.5 |
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of
Connecticut Water Service, Inc. dated April 23, 2004. (Exhibit 3.5 to Form 10-Q for the
quarter ended March 31, 2003). |
|
|
|
|
|
|
10.1 |
|
|
Asset Purchase Agreement between The Connecticut Water Company and the Eastern Connecticut
Regional Water Company, Inc., dated as of June 29, 2007 (Exhibit 99.1 to Form 8-K filed on
July 3, 2007). |
|
|
|
|
|
|
10.2 |
|
|
Asset Purchase Agreement between New England Water Utility Services, Inc. and Birmingham H2O
Services Inc., dated as of June 29, 2007 (Exhibit 99.2 to Form 8-K filed on July 3, 2007). |
Page 21
|
|
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES |
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
10.3 |
|
|
Connecticut Department of Public Utility Control Decision on Limited Rate Case Re-opener,
dated March 28, 2008 (Exhibit 99.1 to Form 8-K filed on April 3, 2008). |
|
|
|
|
|
|
31.1* |
|
|
Rule 13a-14 Certification of Eric W. Thornburg, Chief Executive Officer. |
|
|
|
|
|
|
31.2* |
|
|
Rule 13a-14 Certification of David C. Benoit, Chief Financial Officer. |
|
|
|
|
|
|
32* |
|
|
Certification of Eric W. Thornburg, Chief Executive Officer, and David C.
Benoit, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. |
Page 18
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
Connecticut Water Service, Inc.
(Registrant)
|
|
Date: May 12, 2008 |
By: |
/s/ David C. Benoit
|
|
|
|
David C. Benoit |
|
|
|
Vice President Finance and
Chief Financial Officer |
|
|
|
|
|
Date: May 12, 2008 |
By: |
/s/ Nicholas A. Rinaldi
|
|
|
|
Nicholas A. Rinaldi |
|
|
|
Controller |
|
|