FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1995 Commission File Number 0-6028
BIRMINGHAM UTILITIES, INC.
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0878647
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
230 Beaver Street, Ansonia, Connecticut 06401
(Address of principal executive office (Zip Code)
(Registrant's telephone number
including area code) (203) 735-1888
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports; and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at April 30, 1995
Common stock, no par value 749,168
ITEM I. FINANCIAL STATEMENTS
BIRMINGHAM UTILITIES, INC.
BALANCE SHEETS
As of March 31, 1995, December 31, 1994 and March 31, 1994
(Unaudited) (Unaudited)
March 31, Dec. 31, March 31,
1995 1994 1994
___________ ________ ____________
ASSETS:
Utility Plant $15,868,232 $15,739,122 $15,384,324
Accumulated depreciation (4,866,587) (4,771,536) (4,571,116)
__________ __________ __________
11,001,645 10,967,586 $10,813,208
__________ __________ __________
Current Assets:
Cash 16,328 58,812 23,697
Accounts receivable, net
of allowance for doubtful
accounts 810,616 838,981 806,985
Accrued utility revenue 514,985 384,057 333,769
Materials & supplies 50,393 45,449 53,858
Prepayments 121,449 39,426 129,588
_______ _______ _______
Total current assets 1,513,771 1,366,725 1,347,897
_________ _________ _________
Note receivable 1,013,222 1,213,222 1,213,222
Deferred Charges 738,903 728,307 574,334
Unamortized debt expense 216,630 220,362 205,624
Income taxes recoverable 372,247 372,247 366,139
Other assets 373,731 378,031 355,269
_______ _______ _______
2,714,733 2,912,169 2,714,588
_________ _________ _________
$15,230,149 $15,246,480 $14,875,693
STOCKHOLDERS' EQUITY AND LIABILITIES
Stockholders' Equity:
Common Stock, no par
value, authorized
2,000,000 shares;
issued and outstanding
749,168 shares in 1994
and 1993 $2,142,318 $ 2,142,318 $ 2,142,318
Retained earnings 1,069,435 1,077,185 1,041,870
_________ _________ _________
3,211,753 3,219,503 3,184,188
Note Payable 1,766,250 1,625,000 1,605,000
Long-term debt 4,703,753 4,703,753 4,704,692
_________ _________ _________
6,470,003 6,328,753 6,309,692
_________ _________ _________
Current Liabilities:
Short Term Notes and
Current portion of
note payable 125,000 165,000 ---
Accounts payable and
accrued liabilities 597,135 575,421 440,348
_______ _______ _______
Total current
liabilities 722,135 740,421 440,348
_______ _______ _______
Customers' advances
for construction 1,160,531 1,158,455 1,129,496
Contributions in aid
of construction 719,736 719,736 707,184
Income taxes refundable 202,641 202,641 210,213
Deferred income taxes 1,118,375 1,135,558 998,620
Deferred income on
dispositions of land 1,624,975 1,741,413 1,895,952
_________ _________ _________
$15,230,149 $15,246,480 $14,875,693
The accompanying notes are an integral part of these financial
statements.
BIRMINGHAM UTILITIES, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 and 1994
(Unaudited)
Three Months Ended Three Months Ended
March 31, 1995 March 31, 1994
__________________ __________________
Operating Revenue $ 983,456 $ 997,638
_________ _________
Operating Expenses:
Operations and Maintenance 199,852 188,059
Purchased Water 170,589 177,118
Administrative and General 275,111 257,042
Depreciation 94,552 85,500
Taxes Other Than Income 132,355 133,720
Taxes on Income (14,697) 20,323
_______ ______
Total Operating Expense 857,762 861,762
_______ _______
125,694 135,876
Amortization of Prior Years'
Deferred Income on Land
Dispositions, net (Net of
income taxes of $19,626
in 1995 and $28,233 in
1994) 26,416 36,250
______ ______
Operating Income 152,110 172,126
Other income, net 36,246 13,422
_______ ______
Income before interest
expense 188,356 185,548
Interest and Amortization of
Debt Discount & Expense 152,700 128,044
Income from dispositions of
land, net (net of income
taxes of $32,935 in 1995) 46,494 0
______ ______
Net Income 82,150 57,504
Retained earnings, beginning 1,077,185 1,074,266
Dividends paid 89,900 89,900
______ ______
Retained earnings, ending $1,069,435 $1,041,870
Earnings per share $.11 $.08
Dividends per share $.12 $.12
The accompanying notes are an integral part of these financial
statements.
BIRMINGHAM UTILITIES, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
Three Months Ended Three Months Ended
March 31, 1995 March 31, 1994
__________________ __________________
Cash flows from operating
activities
Net Income $ 82,150 $ 57,504
________ ________
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Income from land
dispositions, net of tax ( 46,494) 0
Depreciation and
amortization 101,328 100,775
Increases and decreases
in assets and liabilities:
Accounts receivable and
accrued utility revenue (102,563) (21,304)
Materials and supplies ( 4,944) ( 3,967)
Prepayments ( 82,023) (77,313)
Accounts payable and
accrued expenses 21,714 (162,871)
Other assets and
deferred charges ( 9,340) (33,297)
Deferred income taxes ( 60,711) (3,675)
Amortization of deferred
income, net of tax ( 26,416) (36,250)
Customer advance 2,076 0
_______ _______
Total Adjustments (207,373) (237,902)
_______ _______
Net cash flows used in
operating activities (125,223) (180,398)
_______ _______
Cash flows from investing
activities:
Net construction
expenditures (129,110) (268,865)
Proceeds from sale of
utility plant 499 1,160
Proceeds from land
dispositions 200,000 0
_______ _______
Net Cash flows used in
investing activities 71,389 (267,705)
_______ _______
Cash flows from financing
activities:
Decrease in current
note payable (40,000) 0
Increase in long-term
debt 141,250 495,000
Dividends paid ( 89,900) (89,900)
_______ ______
Net Cash flows provided
by financing activities: 11,350 405,100
_______ _______
Net decrease in cash ( 42,484) (43,003)
Cash, beginning 58,812 66,700
_______ ______
Cash, ending $ 16,328 $ 23,697
Supplemental disclosure
of cash flow information:
Cash paid for
Interest $262,210 $246,337
Income Taxes $ 34,975 $ 18,200
Supplemental disclosure of
non-cash flow information:
The Company receives
contributions of plant
from builders and
developers. These
contributions of plant
are reported in utility
plant and in customers'
advances for construction.
The contributions are
deducted from construction
expenditures to determine
cash expenditures by the
Company. No such
contributions were received
in the periods presented.
Gross Plant, additions $129,110 $268,865
The accompanying notes are an integral part of these financial
statements.
BIRMINGHAM UTILITIES, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A. - UNAUDITED STATEMENTS
The statements as of and for the three months ended March 31, 1995
and March 31, 1994 are prepared without audit, however, in the opinion
of management, all material adjustments for a fair statement of results
have been made. The balance sheet as of December 31, 1994 has been
audited.
Note B. - SEASONALITY OF REVENUE
The Company's business of selling water is to a certain extent
seasonal because water consumption normally increases during the drier
and warmer summer months. Accordingly, the results of operations for
the three months ended March 31, 1995 and March 31, 1994, if annualized,
do not necessarily reflect annual results.
Note C. - ACCRUED UTILITY REVENUE
Accrued Utility Revenue at March 31, 1995 includes $158,346 in
costs incurred by the Company to date on a Main replacement project
required by the State. The Company's costs are reimbursable to the
Company by the State. - See Note G - Accounts Payable and Accrued
Expenses.
Note D. - PREPAYMENTS
Prepayments consist of:
March 31, Dec. 31, March 31,
1995 1994 1994
_________ ________ _________
Insurance $ 63,274 $ 6,405 $ 68,812
Legal & accounting fees 30,903 3,702 19,949
Other prepaid expenses 27,272 29,319 40,827
_______ _______ _______
$121,449 $39,426 $129,588
The fluctuation in total prepayments as of the ends of the periods
noted was caused primarily by the fluctuation in prepaid insurance.
Insurance premium payments are made during the first quarter, since
January 1 is the beginning date for most of the insurance coverages, and
these amounts are amortized throughout the year.
The fluctuation in "Legal and Accounting Fees" reflects certain
large expenses which regularly occur in the first quarter and are
amortized over the remaining part of the year to better match costs to
annual time period benefitted.
Note E. - NOTE RECEIVABLE:
In September 1992, the Company modified a 1990 agreement with a
real estate developer to provide for the sale of approximately 152 acres
of land to the developer. The modified agreement provided for the
$1,213,222 unpaid balance of the purchase price to be paid on April 10,
1995, and to bear interest at 6% through December 31, 1993 and
thereafter at a variable rate equal to the current prime rate (9.00% at
March 31, 1995) (the "Mortgage Debt"). The Mortgage Debt is secured by
a mortgage lien in favor of the Company on the 152 acres (the
"Mortgage"). The buyers are jointly and severally liable on the
obligation.
Under the prevailing Connecticut banking and real estate markets,
practical realization of the original Mortgage Debt is dependent upon
the developer's success in obtaining necessary financing and
governmental and regulatory approvals, none of which were or are
assured. Accordingly, the sale has been accounted for under the
installment method.
In August 1994, the developer agreed to purchase from the Company
for $900,000 an additional 36 acres of land adjacent to the 152 acre
parcel. The new agreement, which was amended in December 1994 to
provide for a closing no later than November 30, 1995, also provided for
an interim payment of $200,000 on the principal of the Mortgage Debt by
March 31, 1995 and extended the maturity of the balance of the Mortgage
Debt to the earlier of the closing on the 36 acre parcel or November 30,
1995. The August 1994 Agreement, as amended, was approved by the DPUC
on March 16, 1995. The developer made the $200,000 interim payment on
the Mortgage Debt by March 31, 1995, see Management's Discussion and
Analysis - Income from Disposition of Land, net.
The 1994 Agreement, as amended, allows the Company to retain as
liquidated damages a $40,000 deposit paid by the developer in August
1994 if he fails to complete the 36 acre transaction. On April 26, 1995,
the developer informed the Company that he was not going to complete the
$900,000, 36-acre transaction.
Note F. - LONG TERM DEBT
March 31, Dec. 31, March 31,
1995 1994 1994
_________ ________ _________
First mortgage bonds,
Series E 9.64% due
September 2011 $4,700,000 $4,700,000 $4,700,000
Note Payable 1,766,250 1,625,000 1,605,000
Other 3,753 3,753 4,692
_________ _________ _________
$6,470,003 $6,328,753 $6,309,692
First Mortgage Bonds
Pursuant to its Amended and Restated Mortgage Indenture, the
Company has outstanding a series of first mortgage bonds in the
principal amount of $4,700,000 due on September 1, 2011. The terms of
the Indenture provide for, among other things, annual sinking fund
requirements commencing September 1, 1997, and limitations on (a)
payment of cash dividends and (b) incurrence of certain long-term,
secured indebtedness. Pursuant to this agreement, approximately
$186,434 was available to pay dividends at March 31, 1995, after the
quarterly dividend payment made on that date. Interest is payable semi-
annually on the first day of March and September. The indenture is
secured by a lien on all of the Company's utility property other than
excess land available for sale.
There are no maturities of bonds until September 1, 1997, when the
Company is required to begin payments of $94,000 on each September 1,
until the bonds are paid in full.
Note Payable
In January 1994, the Company agreed to refinance its short term
bank credit. The outstanding balance on the Company's previous line of
credit was converted to a new ten year $1,500,000 term loan. Also, a
new $1,500,000 two year revolving line of credit was established to fund
additional capital improvements. At the end of the two year revolving
period, the outstanding balance may be converted to a term loan with the
same maturity and payment terms as the original term loan portion of the
facility. Both the term loan and the revolving line of credit are
secured by a lien (subordinate to the lien of the Mortgage Bond
Indenture - see Note 6) on all of the Company's utility property other
than its excess land available for sale.
The term loan portion of the facility has both fixed and variable
interest rate options. The applicable weighted average interest rate on
the term loan at March 31, 1995 was 8.31%. Interest is payable monthly.
The two year revolving line of credit also has various interest
rate options, including a variable rate at 1% above the prime rate and
LIBOR rate options plus 1.9%, fixed for various short term periods
including 30, 60, or 90 days. Interest is payable monthly. At March
31, 1995, the outstanding balance on the two year revolving line of
credit was $410,000 and the weighted average interest rate payable at
that time was 8.24%.
The Company has also obtained an additional one year, unsecured
line of credit of up to $600,000 to be used for working capital
purposes. The balance of the working capital line must be reduced to
zero for at least one full month during the course of the year in order
for the facility to be eligible for renewal. The working capital line
of credit also provides for interest rate options, including a variable
rate at 0.25% above the prime rate, a variable rate at 1.75% above the
bank's cost of funds (as provided by the bank), and the LIBOR options
also available under the two year revolving line of credit. The
outstanding balance of the working capital line of credit (which was
reduced to zero for one month during 1994) at March 31, 1995 was $50,000
and the interest rate payable at that date was 9.25%.
All three facilities provide that a default under one or under the
Mortgage Bond Indenture is considered a default under the others. They
also provide that the net proceeds from the sale of any of the Company's
excess land must be used to reduce the balance of the two year line of
credit first and then the term loan.
Note G - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
March 31, Dec. 31, March 31,
1995 1994 1994
_________ ________ _________
Accounts
Payable $275,693 $116,467 $138,220
Accrued Expenses:
Interest 37,886 151,130 37,876
Pension 37,398 41,445 77,143
Other 246,158 266,379 187,109
_______ _______ _______
$597,135 $575,421 $440,348
The fluctuation in "Accounts Payable" reflects a $115,000 progress
payment owed to the contractor on a main replacement project, included
as a payable at March 31, 1995. The main replacement is required by the
State and the costs will be reimbursed by the State to the Company. -
See Note C - Accrued Utility Revenue. The fluctuation in "Accrued
Interest" reflects primarily the semi-annual interest payment
requirement on the Company's bonds. See Note F - Long Term Debt, First
Mortgage Bonds. The fluctuation in other accrued expenses also reflects
the timing of payments.
Note H - DEFERRED GAINS ON LAND DISPOSITIONS
The DPUC has prescribed a rate making accounting procedure for income
from land dispositions which has the effect of sharing the economic
benefits of such dispositions between rate payers and shareholders over
a period of time. Accordingly, the Company includes in its income in
years in which it has a land disposition only a portion of the income
that is realized from such disposition. The balance of the income is
deferred and amortized to the Company's rate base and equity for rate
making purposes, and to income for financial reporting purposes, over
the period of time during which the rate making procedure is in effect.
For the three months ended March 31, 1995 and 1994, $26,416 and $36,250
(net of income taxes), respectively, of such deferred land disposition
gains was included in income.
There was a "land sale" at the end of March 1995, resulting from
the receipt of a $200,000 instalment payment by a developer - see Note
E, Note Receivable, and Management's Discussion and Analysis - Income
from Disposition of Land, net. The gain recognized from this payment in
March, 1995 was $46,494, net of tax. The remaining portion of this gain
was deferred and is to be amortized. There were no land sales in 1994.
Note I - EARNINGS PER SHARE
The Company has only one class of stock outstanding; earnings per share
are computed by dividing the outstanding weighted average shares of
common stock, on a year to date basis through the balance sheet date
(749,168), into the earnings for all periods presented.
Note J - RATE MATTERS
Effective August 4, 1993 and July 20, 1994, the DPUC granted the
Company additional revenues of $75,000 (1.86% increase) and $113,000
(2.75% increase), respectively.
The Company is reviewing plans to file an application for a general
rate increase with the DPUC in 1995.
Note K - EQUITY
Stock Option Plans
On September 13, 1994, the Company adopted two stock option plans.
A nonemployee director option plan and a key employee option plan.
75,000 shares were authorized under the two plans which provide for
options to purchase common stock of the Company at the fair market value
at the date of the grant. The options vest over various periods. As of
December 31, 1994, options for 54,000 shares had been granted to both
directors and employees of the Company under both plans. The option
plans and all options issued are subject to approval by the Company's
shareholders at their Annual Meeting scheduled for May 17, 1995 and by
the DPUC, the application for which has been filed. The plans are also
subject to registration of the shares under various applicable
securities laws.
Dividend Reinvestment Plan
On September 13, 1994, the Company also adopted a dividend
reinvestment plan which provides for the issuance and sale of up to
70,000 shares of the Company's authorized but unissued common stock to
its shareholders who elect to reinvest cash dividends on the Company's
existing shares. Shares available under the plan may be purchased at
their fair market value price on the date of the dividends to be
invested in the new shares. Final adoption of the plan is awaiting
approval by the DPUC (application for which has been filed) and
registration of the shares under the various applicable securities laws.
ITEM II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
RESULTS OF OPERATIONS
Net Income
Net income increased $24,645 (43%) to $82,150 in the first quarter
of 1995 from $57,504 in the first quarter of 1994. This was primarily
caused by the $46,494 gain, net of tax, on the sale of land during the
first quarter of 1995 and a $22,824 increase in other income during that
period. The increases noted were partially offset by (a) a reduction in
utility operating income caused by a reduction in revenue due to lower
water consumption, (b) a $9,834 reduction, net of tax, in the
amortization of prior year deferred income on land dispositions, and (c)
a $24,656 increase in interest expense. See below for discussions of
these items.
Operating Revenues
For the first quarter, 1995, operating revenues decreased by
$14,182 (1%) compared to the same period of 1994. This decrease
resulted from a 3.76% reduction in water consumption, primarily
residential, from the first quarter, 1994. The decline in residential
consumption during the period is similar to that recorded by other water
utilities in Connecticut. Industrial consumption increased over the
first quarter of 1994, offsetting a portion of the residential
shortfall.
Operating Expenses
Operating expenses decreased $4,000 (.5%) comparing the first
quarter of 1995 to the first quarter of 1994. The primary contributor
to this decrease was a $35,000 reduction in income taxes, which, at a
comparable overall effective tax rate on lower taxable income in 1995,
produced a tax credit of $14,697 in 1995's first quarter versus a tax
charge of $20,323 in the first quarter of 1994.
Accounts which increased, partially offsetting the income tax
decrease noted, were:
- Operations and maintenance expense increased $11,793 (6%).
This increase reflects a $12,710 (27%) increase in customer
accounts expense, relating primarily to a charge for legal
costs in the settlement of one large past due account. As a
result of the settlement, the Company subsequently collected
$86,000 in April 1995, approximately 90% of the amount due.
- Administrative and general expenses increased $18,069 (7%)
primarily due to the increase of $8,540 in salaries and a
$10,359 increase in office supplies and other expenses.
Operating Income
The Company's operating income was $152,110 for the first quarter
of 1995 as compared to $172,126 in the same quarter of 1994. This
$20,016 (12%) decrease reflects primarily the $14,182 decrease in
operating revenues and the $9,834 decrease in the amortization of
deferred income on prior year land dispositions.
Miscellaneous Non-Operating Income
Miscellaneous non-operating income increased $22,824 due primarily
to an increase in the income from a managed water system, and interest
income on the note receivable, which is accruing at the prime rate.
Interest and Amortization of Debt Discount & Expense
Interest expense during the first quarter of 1995 increased by
$24,656 (19.25%) over interest expense in the same quarter of 1994. The
increase results from both higher interest rates on the Company's
variable rate indebtedness and from higher levels of debt incurred
primarily to finance the construction of utility facilities.
FINANCIAL CONDITION
Total stockholders' equity decreased during the first quarter of
1995 from $3,219,503 at December 31, 1994 to $3,211,753 at March 31,
1995 or $7,750 after the dividend payments of $89,900, $.12 per share, on
that date. The Company projects that for the year 1995 it will have
sufficient funds available from operations to meet its operational
needs. It will not, however, be able to generate sufficient funds from
sales of water to satisfy all of its construction plans.
Completion of the Company's Long-Term Capital Improvement Program
is dependent upon the Company's ability to raise capital from external
sources, including, for the purpose of this analysis, proceeds from the
sale of the Company's holdings of excess land. The Company believes
that by selling excess lands it can generate sufficient equity capital
to support its 10 year capital budget, currently estimated at
$8,246,000. Such land dispositions are subject to approval by the DPUC.
The Company's present 1995 Capital Budget of $1,128,000 is two
tiered. The first tier includes $281,000 for routine annual
expenditures for services, mains, hydrants and meters which are expected
to be financed with internally generated funds. The 1995 tier one
budget also includes $30,000 of capital expenditures for Level "A"
Mapping to be used in the process of protecting the Housatonic Well
Field aquifer.
The second tier of the 1995 Capital Budget consists of replacements
and betterments which are part of the Company's Long Term Capital
Improvement Program and includes $817,000 of budgeted plant additions.
Plant additions from this part of the 1995 budget will require external
financing in addition to the Company's line of credit. The second tier
plant additions can be, and portions of it are expected to be, deferred
to future years if funds are not available for their construction in
1995.
The agreement by and between the Company and a local developer
regarding the installment sale of approximately 152 acres of land in
Seymour, was modified in 1994. The 1994 modification provides for the
payment of $200,000 on or before March 31, 1995, which was received
March 29, 1995, and the balance of $1,013,222 no later than November 30,
1995. The same developer agreed to purchase an additional 36 acres for
$900,000. Full payment of the purchase price on this parcel was also
expected to be made no later than November 30, 1995. On April 26, 1995,
however, the developer terminated the $900,000 sale agreement, in
accordance with its terms, forfeiting to the Company the $40,000 deposit
paid at the time of the agreement. (See Results of Operations -- Land
Dispositions; and Note 3 to the Financial Statements).
As of March 31, 1995, the Company has approximately 1,425 acres of
excess land available for sale, consisting of land currently classified
as Class III, non-watershed land under the statutory classification
system for water company lands. The Company believes that by selling
these excess lands it can generate sufficient equity capital to support
its 10 year capital budget. Such land dispositions are subject to
approval by the DPUC.
The Company is actively pursuing new sales of real property.
Because of the delays required by the regulatory process, however, it
does not expect to be able to consummate any such sales during 1995,
even if current discussions lead to a sales agreement in the near
future.
In 1994 the Company converted the outstanding balance under its
existing line of credit to $1,500,000 of new long term debt due ten
years from conversion and obtained a new, additional, secured, two-year
line of credit in the principal amount of $1,500,000. The new, secured
line of credit is being used to provide funds to continue the Company's
construction program; at the Company's option it may be converted to an
eight year term loan at the end of the two year revolving period. The
Company also obtained an additional one-year, unsecured line of credit
in the amount of $600,000 to be used for working capital purposes. In
April, 1994 when the financing arrangement was approved by the DPUC, the
DPUC prohibited the Company from drawing down funds under the revolving
line of credit, if at the time of or as a result of the draw down, the
amount of the Company's long-term debt (including amounts outstanding
under the two year revolving line of credit) would exceed 67% of the
Company's total capitalization.
The outstanding balance under the two year revolving line of credit
at March 31, 1995 was $410,000. The effect of the limitation noted
above, was, as of March 31, 1995, to limit the Company to additional
advances outstanding under the line of credit in the aggregate amount of
approximately $78,000 for use on budgeted projects until such time as
the Company obtains additional funds or additional equity capital.
Subsequent to that date, the Company received $86,000 in payment of an
overdue customer account, which amount was applied to reduce the
Company's debt under the line of credit.
In 1994 the Company's Board of Directors approved a common stock
Dividend Reinvestment Plan (the "Plan") pursuant to which shareholders
will be entitled to purchase up to 70,000 new shares of the Company's
Common Stock by applying to the purchase price of the new shares cash
dividends which otherwise would be issued by the Company with respect to
its existing common stock. The Dividend Reinvestment Plan provides that
the purchase price for the new shares will be their fair market value at
the time of the purchase. Before implementation, the plan must be
approved by the DPUC. The Company's application for approval is
pending. The Company cannot predict what percentage of its cash
dividends will be reinvested in new shares of the Company's Common
Stock. The Company hopes that the Plan will be in place during the
second quarter of 1995, but approval by the DPUC cannot be assured.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not applicable.
Item 2. Changes in Securities. Not applicable.
Item 3. Default Upon Senior Securities. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Forms - 8K - None
SIGNATURES
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.
BIRMINGHAM UTILITIES, INC.
Registrant
Date: May 8, 1995 /s/ Aldore J. Rivers
Aldore J. Rivers, President
Date: May 8, 1995 /s/ Paul V. Erwin
Paul V. Erwin, Treasurer