1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2001
OR
( ) 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
incorporation or organization) Identification No.)
93 West Main Street, Clinton, CT 06413-1600
(Address of principal executive offices) (Zip Code)
(860) 669-8636
(Registrant's 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 X No
-------- --------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a count. Yes No
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
5,072,439
Number of shares of common stock outstanding, March 31, 2001
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
Financial Report
March 31, 2001 and 2000
TABLE OF CONTENTS
PART I, ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 2001
and December 31, 2000 Page 3
Consolidated Statements of Capitalization at
March 31, 2001 and December 31, 2000 Page 4
Consolidated Statements of Income for the Three Months
Ended March 31, 2001 and 2000 Page 5
Consolidated Statements of Income for the Twelve Months
Ended March 31, 2001 and 2000 Page 6
Consolidated Statements of Retained Earnings for the
Three and Twelve Months Ended March 31, 2001 and 2000 Page 7
Consolidated Statements of Cash Flows for Three Months
Ended March 31, 2001 and 2000 Page 8
Notes to Consolidated Financial Statements Page 9
PART I, ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations Page 10
PART II, ITEM 1: Submission of Matters to a Vote
of Security Holders Page 11
Signatures Page Page 13
Note: The financial statements have been restated to reflect the acquisitions
of Barnstable Holding Company and Pugliese Construction Co. d.b.a.
Howie's Water as explained in Footnote 2 of the Notes to Consolidated
Financial Statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AT MARCH 31, 2001 AND DECEMBER 31, 2000
(IN THOUSANDS)
MARCH 31, DEC. 31,
2001 2000
ASSETS (UNAUDITED) (RESTATED)
--------- ---------
Utility Plant $ 260,479 $ 257,634
Construction Work in Progress 6,376 8,359
Utility Plant Acquisition Adjustments (1,256) (1,256)
--------- ---------
265,599 264,737
Accumulated Provision for Depreciation (72,847) (71,568)
--------- ---------
Net Utility Plant 192,752 193,169
--------- ---------
Other Property and Investments 3,096 3,039
--------- ---------
Cash 650 314
Accounts Receivable (Less Allowance, 2001 - $215; 2000 - $218) 4,908 4,831
Accrued Unbilled Revenues 3,129 3,229
Materials and Supplies, at Average Cost 828 795
Prepayments and Other Current Assets 1,096 122
--------- ---------
Total Current Assets 10,611 9,291
--------- ---------
Unamortized Debt Issuance Expense 5,474 5,530
Unrecovered Income Taxes 9,062 9,040
Postretirement Benefits Other Than Pension 953 953
Other Costs 1,354 1,524
--------- ---------
Total Deferred Charges and Regulatory Assets 16,843 17,047
--------- ---------
TOTAL ASSETS $ 223,302 $ 222,546
========= =========
CAPITALIZATION AND LIABILITIES
Common Stockholders' Equity $ 68,153 $ 67,110
Preferred Stock 847 847
Minority Interest -- 117
Long-Term Debt 66,058 66,283
--------- ---------
Total Capitalization 135,058 134,357
--------- ---------
Current Portion of Long Term Debt 305 280
Interim Bank Loans Payable 3,535 1,800
Accounts Payable, Accrued Taxes and Accrued Interest 4,294 7,436
Other 54 101
--------- ---------
Total Current Liabilities 8,188 9,617
--------- ---------
Advances for Construction 17,124 17,062
Contributions in Aid of Construction 28,248 27,009
Deferred Federal Income Taxes 18,415 18,165
Unfunded Future Income Taxes 8,546 8,546
Long-term Compensation Arrangements 5,706 5,758
Unamortized Investment Tax Credits 2,017 2,032
Commitments and Contingencies
--------- ---------
Total Long-Term Liabilities 80,056 78,572
--------- ---------
TOTAL CAPITALIZATION AND LIABILITIES $ 223,302 $ 222,546
========= =========
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITALIZATION
At March 31, 2001 and December 31, 2000
(In thousands, except share data)
MARCH 31, DEC. 31,
2001 2000
(UNAUDITED) (RESTATED)
--------- ---------
Common Stockholders' Equity
Common Stock Without Par Value Authorized - 7,500,000 Shares; $ 46,569 $ 46,350
Shares Issued and Outstanding: 2001 - 5,072,439; 2000 - 5,069,324
Stock Issuance Expense (1,385) (1,385)
Retained Earnings 22,969 22,145
--------- ---------
Total Common Stockholders' Equity 68,153 67,110
--------- ---------
Preferred 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
--------- ---------
Cumulative Preferred Stock of Barnstable Water Company
Voting, $100 Par Value; Authorized, Issued and Outstanding
750 shares. Redeemable at $105 per share 75 75
--------- ---------
Total Preferred Stock 847 847
--------- ---------
Minority Interest -- 117
--------- ---------
Long-Term Debt
The Connecticut Water Company
First Mortgage Bonds
5 7/8% Series R, due 2022 14,670 14,670
6.65% Series S, due 2020 8,000 8,000
5 3/4% Series T, due 2028 5,000 5,000
5.3% Series U, due 2028 4,550 4,550
6.94% Series V, due 2029 12,050 12,050
--------- ---------
44,270 44,270
Unsecured Water Facilities Revenue Refinancing Bonds
5.05% 1998 Series A, due 2028 9,745 9,770
5.125% 1998 Series B, due 2028 7,780 7,830
Other
5.5% Unsecured Promissory Note 59 71
--------- ---------
Total Connecticut Water Company 61,854 61,941
Crystal Water Utilities Corporation
8.0% New London Trust, Due 2017 129 130
--------- ---------
Crystal Water Company of Danielson
7.82% Connecticut Development Authority, Due 2020 504 507
8.0% New London Trust, Due 2011 2,136 2,170
--------- ---------
Total Crystal 2,640 2,677
--------- ---------
Chester Realty
6% Note Payable, Due 2006 115 115
--------- ---------
Barnstable Water Company
10.2% Indianapolis Life Insurance Co., Due 2011 1,625 1,700
--------- ---------
Total Connecticut Water Service, Inc. 66,363 66,563
--------- ---------
Less Current Portion 305 280
--------- ---------
Total Long-Term Debt 66,058 66,283
--------- ---------
TOTAL CAPITALIZATION $ 135,058 $ 134,357
========= =========
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2001 and 2000
(In thousands, except per share amounts)
2000
2001 (UNAUDITED
(UNAUDITED) AND RESTATED)
----------- ------------
Operating Revenues $ 10,228 $ 10,225
-------- --------
Operating Expenses
Operation and Maintenance 4,440 4,431
Depreciation 1,225 1,185
Income Taxes 861 922
Taxes Other Than Income Taxes 1,237 1,138
-------- --------
Total Operating Expenses 7,763 7,676
-------- --------
Utility Operating Income 2,465 2,549
-------- --------
Other Income (Deductions), Net of Taxes
Gain on Property Transactions 1,117 20
Non-Water Sales Earnings 64 61
Allowance for Funds Used During Construction 99 100
Merger Costs (320) (61)
Other 23 34
-------- --------
Total Other Income (Deductions), Net of Taxes 983 154
-------- --------
Interest and Debt Expense
Interest on Long-Term Debt 1,028 1,020
Other Interest Charges 80 76
Amortization of Debt Expense 56 56
-------- --------
Total Interest and Debt Expense 1,164 1,152
-------- --------
Net Income Before Preferred Dividends 2,284 1,551
Preferred Stock Dividend Requirement 9 9
-------- --------
Net Income Applicable to Common Stock $ 2,275 $ 1,542
======== ========
Weighted Average Common Shares Outstanding:
Basic 5,073 5,070
Diluted 5,093 5,090
Earnings Per Common Share:
Basic $ 0.45 $ 0.30
Diluted $ 0.45 $ 0.30
Dividends Per Common Share $ 0.29 $ 0.29
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED MARCH 31, 2001 AND 2000
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2000
2001 (UNAUDITED
(UNAUDITED) AND RESTATED)
--------- ------------
Operating Revenues $ 44,000 $ 45,436
-------- --------
Operating Expenses
Operation and Maintenance 18,457 19,026
Depreciation 4,788 4,608
Income Taxes 4,518 5,412
Taxes Other Than Income Taxes 4,757 4,428
-------- --------
Total Operating Expenses 32,520 33,474
-------- --------
Utility Operating Income 11,480 11,962
-------- --------
Other Income (Deductions), Net of Taxes
Gain on Property Transactions 1,629 114
Non-Water Sales Earnings 268 175
Allowance for Funds Used During Construction 415 422
Merger Costs (549) (326)
Other 179 165
-------- --------
Total Other Income (Deductions), Net of Taxes 1,942 550
-------- --------
Interest and Debt Expense
Interest on Long-Term Debt 4,107 4,083
Other Interest Charges 464 392
Amortization of Debt Expense 222 248
-------- --------
Total Interest and Debt Expense 4,793 4,723
-------- --------
Net Income Before Preferred Dividends 8,629 7,789
Preferred Stock Dividend Requirement 38 38
-------- --------
Net Income Applicable to Common Stock $ 8,591 $ 7,751
======== ========
Weighted Average Common Shares Outstanding:
Basic 5,070 5,065
Diluted 5,089 5,081
Earnings Per Common Share:
Basic $ 1.69 $ 1.53
Diluted $ 1.69 $ 1.53
Dividends Per Common Share $ 1.16 $ 1.15
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
For the Three Months Ended March 31, 2001 and 2000
(In thousands, except per share amounts)
2000
2001 (UNAUDITED
(UNAUDITED) AND RESTATED)
---------- ------------
Balance at Beginning of Period $22,145 $20,177
Net Income Before Preferred Dividends of Parent 2,284 1,551
------- -------
24,429 21,728
------- -------
Dividends Declared:
Cumulative Preferred, Class A, $.20 per share 3 3
Cumulative Preferred, Series $.90, $.225 per share 6 6
Common Stock - 2001 $.29 per share; 2000 $.29 per share 1,451 1,469
------- -------
1,460 1,478
------- -------
Balance at End of Period $22,969 $20,250
======= =======
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
For the Twelve Months Ended March 31, 2001 and 2000
(In thousands, except per share amounts)
2000
2001 (UNAUDITED
(UNAUDITED) AND RESTATED)
----------- ------------
Balance at Beginning of Period $20,250 $18,326
Net Income Before Preferred Dividends of Parent 8,629 7,789
------- -------
28,879 26,115
------- -------
Dividends Declared:
Cumulative Preferred, Class A, $.80 per share 12 12
Cumulative Preferred, Series $.90, $.90 per share 26 26
Common Stock - 2001 $1.16 per share; 2000 $1.15 per share 5,872 5,827
------- -------
5,910 5,865
------- -------
Balance at End of Period $22,969 $20,250
======= =======
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2001 and 2000
(In thousands)
2000
2001 (UNAUDITED
(UNAUDITED) AND RESTATED)
---------- ------------
Operating Activities:
Net Income Before Preferred Dividends of Parent $ 2,284 $ 1,551
------- -------
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation (including $43 in 2001, $37 in 2000 charged to other accounts) 1,268 1,222
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable and Accrued Unbilled Revenues 23 566
(Increase) Decrease in Other Current Assets (1,007) (1,007)
(Increase) Decrease in Other Non-Current Items 95 56
Increase (Decrease) in Accounts Payable, Accrued Expenses and
Other Current Liabilities (3,189) (1,894)
Increase (Decrease) in Deferred Federal Income Taxes and
Investment Tax Credits, Net 235 251
------- -------
Total Adjustments (2,575) (806)
------- -------
Net Cash Provided by (Used for) Operating Activities (291) 745
------- -------
Investing Activities:
Gross Additions to Utility Plant (including Allowance for Funds
Used During Construction of $99 in 2001 and $100 in 2000) (862) (323)
------- -------
Financing Activities:
Proceeds from Interim Bank Loans 3,535 4,051
Repayment of Interim Bank Loans (1,800) (3,061)
Proceeds from Issuance of Common Stock 219 11
Minority Interest (117) --
Repayment of Long-Term Debt (200) (68)
Advances, Contributions and Funds From Others for Construction, Net 1,312 135
Cash Dividends Paid (1,460) (1,478)
------- -------
Net Cash Provided by (Used in) Financing Activities 1,489 (410)
------- -------
Net Increase (Decrease) in Cash 336 12
Cash at Beginning of Year 314 1,127
------- -------
Cash at End of Period $ 650 $ 1,139
======= =======
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest (Net of Amounts Capitalized) $ 1,217 $ 1,074
State and Federal Income Taxes $ 60 $ 243
The accompanying notes are an integral part of these financial statements.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. 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 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. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report or Form 10-K.
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.
2. During the fourth quarter of 2000 and the first quarter of 2001 Connecticut
Water acquired two companies, the acquisitions of which have been accounted for
as pooling-of-interests. Accordingly, Connecticut Water's financial statements
have been restated to include the results of the acquired companies for all
periods presented.
In November 2000, Connecticut Water issued 8,237 shares of its common
stock in exchange for all outstanding common stock of Pugliese Construction,
Co., d.b.a. Howie's Water Company. The acquired company was renamed
Connecticut Water Emergency Services, Inc., at the time of the merger.
In February 2001, Barnstable Holding Company was merged into
Connecticut Water Service, Inc. Prior to this merger, the minority interests of
Barnstable Water Company and BARLACO were acquired by Barnstable Holding
Company. To complete the merger, all of the outstanding common stock of
Barnstable Holding Company was exchanged for 216,656 shares of Connecticut Water
Service common stock. The transaction was valued at approximately $6,500,000,
based on the market value of Connecticut Water Service common stock on February
23, 2001. As part of this merger, Connecticut Water Service became the guarantor
of a Barnstable Water Company note payable to the Indianapolis Life Insurance
Company in the amount of $1,700,000.
3. Earnings per average common share are calculated by dividing net income
applicable to common stock by the average number of shares of common stock
outstanding during the respective periods as detailed on the following page:
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
3 Months Ended 12 Months Ended
------------------------- ------------------------------------------
3/31/01 3/31/00 3/31/01 3/31/00 12/31/00
---------- ---------- ---------- ---------- ----------
Common Shares Outstanding:
January 1, 2000 -- -- -- -- 5,063,687
April 1, 2000 & 1999
respectively -- 5,068,861 5,063,317 --
January 1, 2001 & 2000
respectively 5,069,323 5,063,687 -- -- --
Common Shares Issued:
To CSE - June 15, 1999 -- -- -- 139 --
To CSE - September 15, 1999 -- -- -- 125 --
To CSE - December 15, 1999 -- -- -- 106 --
To PSP- January 13, 2000 -- 10,099 -- 10,099 10,099
To CSE - February 17, 2000 -- (5,070) -- (5,070) (5,070)
To CSE - March 15, 2000 -- 145 -- 145 145
To CSE - June 15, 2000 -- -- 165 -- 165
To CSE - September 15, 2000 -- -- 142 -- 142
To CSE - December 15, 2000 -- -- 155 -- 156
To PSP - January 13, 2001 5,738 -- 5,738 -- --
To PSP - February 17, 2001 (2,810) -- (2,810) -- --
To CSE - March 15, 2001 188 -- 188 -- --
---------- ---------- ---------- ---------- ---------
Common Shares Outstanding:
March 31, 2001 & 2000
respectively 5,072,439 5,068,861 5,072,439 5,068,861
========== ========== ========== ==========
December 31, 2000 5,069,324
==========
Weighted Average Common Shares Outstanding:
Days outstanding basis
Basic 5,072,989 5,070,030 5,070,018 5,065,104 5,069,291
========== ========== ========== ========== ==========
Fully Diluted 5,093,086 5,089,517 5,089,060 5,081,421 5,088,180
========== ========== ========== ========== ==========
PSP = Performance Stock Program
CSE = Common Stock Equivalents
PART I, ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CORPORATE RESOURCES
The Company has a total of $10,000,000 in lines of credit. Two banks
provide the Parent with $9,000,000 in lines of credit, one bank provides one
of the subsidiary companies with an additional $1,000,000 line of credit.
Availability under the lines of credit as of March 31, 2001 was $6,465,000.
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
RESULT OF OPERATIONS
THE FOLLOWING FACTORS HAD A SIGNIFICANT EFFECT UPON THE COMPANY'S NET
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED WITH THE NET
INCOME FOR THE SAME PERIOD LAST YEAR.
Net income applicable to common stock for the three months ended March
31, 2001 increased from that of March 31, 2000 by $733,000, or $.15 per
average common share. The increase in net income was primarily due to the
$829,000 increase in Other Income (Deductions). The largest contributing
factor to the Company's increase in Other Income (Deductions) was the
$1,097,000 increase in the Gain on Property Transactions. The increase
resulted from the after tax benefits of the donation of 134 acres to the Town
of Middlebury in January 2001. Total income tax expense (benefit) related to
Other Income (Deductions) for the three month period ending March 31, 2001 and
March 31, 2000 were ($1,223,000) and $47,000, respectively. The Gain on
Property Transactions was partially offset by the $259,000 increase in Merger
Costs related to the February 23, 2001 acquisition of Barnstable Holding
Company.
Utility operating income for the three months ended March 31, 2001
decreased from that of March 31, 2000 by $84,000. This decrease in utility
operating income is primarily due to increased municipal taxes and
depreciation resulting from the Company's increased investment in utility
plant.
FORWARD LOOKING INFORMATION
This report, including management's discussion and analysis, contains
certain forward looking statements regarding the Company's 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 Company's actual results to differ
materially from expected results.
PART II, ITEM 1: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 20, 2001, at its annual meeting, the stockholders of
Connecticut Water Service, Inc. elected the following directors for, a three
year term until 2004:
Number of Common Shares Cast
---------------------------------------------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
Marshall T. Chiaraluce 4,103,403 0 32,614
Marcia L. Hincks 4,097,531 0 38,486
Robert F. Neal 4,097,241 0 38,776
Arthur C. Reeds 4,098,299 0 37,718
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CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES
On April 20, 2001, at its annual meeting, the stockholders of Connecticut
Water Service, Inc. elected the following directors for, a one year term until
2002:
Number of Common Shares Cast
---------------------------------------------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
David A. Lentini 4,098,442 0 37,575
Preferred Series A stockholders cast 2,237 affirmative votes for each
of the Directors listed above. There were no abstentions for any of the
Directors listed above.
Directors whose term of office continue until 2002 are Harold E.
Bigler, Mary Ann Hanley, and Ronald D. Lengyel.
Directors whose term of office continue until 2003 are Roger Engle,
Lisa Thibdaue and Donald B. Wilbur.
The other matter voted on at the annual meeting was the appointment of
Arthur Andersen LLP as independent auditor.
Number of Shares Cast
---------------------------------------------------------
Abstentions
Arthur Andersen LLP Affirmative Negative and Non-Votes
- ------------------- ----------- -------- -------------
Common Stock 4,062,568 39,322 34,128
Preferred Series A Stock 2,237 0 0
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SIGNATURES PAGE
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 10, 2001 By /s/ David C. Benoit
---------------------
David C. Benoit
Vice President - Finance
Date: May 10, 2001 By: /s/ Peter J. Bancroft
-----------------------
Peter J. Bancroft
Assistant Treasurer