ý
|
Annual Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2014
or
|
o
|
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period to from
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Connecticut
(State or other jurisdiction of
incorporation or organization)
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06-0739839
(I.R.S. Employer Identification No.)
|
|
|
93 West Main Street, Clinton, CT
(Address of principal executive office)
|
06413
(Zip Code)
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Title of each Class
Common Stock, without par value
|
Name of each exchange on which registered
The Nasdaq Stock Market, LLC
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Large Accelerated Filer
o
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Accelerated Filer
x
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Non-Accelerated Filer
o
|
Smaller Reporting Company
o
|
Document
|
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Part of Form 10-K Into Which Document is Incorporated
|
|
|
|
Definitive Proxy Statement, to be filed on or about March 27, 2015, for Annual Meeting of Shareholders to be held on May 7, 2015.
|
|
Part III
|
•
|
projected capital expenditures and related funding requirements;
|
•
|
the availability and cost of capital;
|
•
|
developments, trends and consolidation in the water and wastewater utility industries;
|
•
|
dividend payment projections;
|
•
|
our ability to successfully acquire and integrate regulated water and wastewater systems, as well as unregulated businesses, that are complementary to our operations and the growth of our business;
|
•
|
the capacity of our water supplies, water facilities and wastewater facilities;
|
•
|
the impact of limited geographic diversity on our exposure to unusual weather;
|
•
|
the impact of conservation awareness of customers and more efficient plumbing fixtures and appliances on water usage per customer;
|
•
|
our capability to pursue timely rate increase requests;
|
•
|
our authority to carry on our business without unduly burdensome restrictions;
|
•
|
our ability to maintain our operating costs at the lowest possible level, while providing good quality water service;
|
•
|
our ability to obtain fair market value for condemned assets;
|
•
|
the impact of fines and penalties;
|
•
|
changes in laws, governmental regulations and policies, including environmental, health and water quality and public utility regulations and policies;
|
•
|
the decisions of governmental and regulatory bodies, including decisions to raise or lower rates;
|
•
|
our ability to successfully extend and expand our service contract work within our Service and Rentals Segment in both Connecticut and Maine;
|
•
|
the development of new services and technologies by us or our competitors;
|
•
|
the availability of qualified personnel;
|
•
|
the condition of our assets;
|
•
|
the impact of legal proceedings;
|
•
|
general economic conditions;
|
•
|
the profitability of our Real Estate Segment, which is subject to the amount of land we have available for sale and/or donation, the demand for any available land, the continuation of the current state tax benefits relating to the donation of land for open space purposes and regulatory approval for land dispositions;
|
•
|
the amount of repair tax deductions and the Internal Revenue Service’s ultimate acceptance of the deduction methodology; and
|
•
|
acquisition-related costs and synergies.
|
•
|
changes in general economic, business, credit and financial market conditions;
|
•
|
changes in environmental conditions, including those that result in water use restrictions;
|
•
|
the determination of what qualifies for a repair expense tax deduction;
|
•
|
abnormal weather conditions;
|
•
|
increases in energy and fuel costs;
|
•
|
unfavorable changes to the federal and/or state tax codes;
|
•
|
significant changes in, or unanticipated, capital requirements;
|
•
|
significant changes in our credit rating or the market price of our common stock;
|
•
|
our ability to integrate businesses, technologies or services which we may acquire;
|
•
|
our ability to manage the expansion of our business;
|
•
|
the continuous and reliable operation of our information technology systems, including the impact of cyber security attacks or other cyber-related events;
|
•
|
the extent to which we are able to develop and market new and improved services;
|
•
|
the continued demand by telecommunication companies for antenna site leases on our property;
|
•
|
the effect of the loss of major customers;
|
•
|
our ability to retain the services of key personnel and to hire qualified personnel as we expand;
|
•
|
labor disputes;
|
•
|
increasing difficulties in obtaining insurance and increased cost of insurance;
|
•
|
cost overruns relating to improvements or the expansion of our operations;
|
•
|
increases in the costs of goods and services;
|
•
|
civil disturbance or terroristic threats or acts; and
|
•
|
changes in accounting pronouncements.
|
•
|
Employee Code of Conduct
|
•
|
Audit Committee Charter
|
•
|
Board of Directors Code of Conduct
|
•
|
Compensation Committee Charter
|
•
|
Corporate Finance and Investments Committee Charter
|
•
|
Corporate Governance Committee Charter
|
•
|
Bylaws of Connecticut Water Service, Inc.
|
|
2014
|
|
2013
|
|
2012
|
||||||
Customers:
|
|
|
|
|
|
||||||
Residential
|
109,662
|
|
|
108,521
|
|
|
108,154
|
|
|||
Commercial
|
8,586
|
|
|
8,502
|
|
|
8,539
|
|
|||
Industrial
|
484
|
|
|
487
|
|
|
501
|
|
|||
Public Authority
|
943
|
|
|
889
|
|
|
892
|
|
|||
Fire Protection
|
2,834
|
|
|
2,798
|
|
|
2,763
|
|
|||
Other (including non-metered accounts)
|
562
|
|
|
571
|
|
|
942
|
|
|||
Total
|
123,071
|
|
|
121,768
|
|
|
121,791
|
|
|||
Water Revenues
(in thousands):
|
|
|
|
|
|
|
|
|
|||
Residential
|
$
|
57,095
|
|
|
$
|
55,403
|
|
|
$
|
50,783
|
|
Commercial
|
11,473
|
|
|
11,238
|
|
|
10,138
|
|
|||
Industrial
|
2,984
|
|
|
3,120
|
|
|
3,080
|
|
|||
Public Authority
|
3,215
|
|
|
2,967
|
|
|
2,675
|
|
|||
Fire Protection
|
17,757
|
|
|
17,337
|
|
|
15,592
|
|
|||
Other (including non-metered accounts)
|
1,496
|
|
|
1,416
|
|
|
1,570
|
|
|||
Total
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
Customer Water Consumption
(millions of gallons):
|
|
|
|
|
|
|
|
|
|||
Residential
|
6,341
|
|
|
6,209
|
|
|
5,622
|
|
|||
Commercial
|
1,865
|
|
|
1,888
|
|
|
1,509
|
|
|||
Industrial
|
739
|
|
|
718
|
|
|
780
|
|
|||
Public Authority
|
483
|
|
|
462
|
|
|
421
|
|
|||
Total
|
9,428
|
|
|
9,277
|
|
|
8,332
|
|
•
|
Current off-campus customers of UCONN will become customers of Connecticut Water at UCONN’s water rates in effect at that time (subject to any state-approved surcharges);
|
•
|
Future water customers in the Town of Mansfield will be served by Connecticut Water at the rates authorized by the PURA;
|
•
|
Connecticut Water will assume responsibility for maintaining, repairing and replacing the off-campus water system serving the Town of Mansfield;
|
•
|
Connecticut Water will make any source or system improvements to meet current and future water supply needs of the area;
|
•
|
A Water System Advisory Committee (“WSAC”) will be created with representatives of the Town of Mansfield, UCONN, regional representatives and other key stakeholders to advise Connecticut Water regarding water service and the system’s operations, expansion or integration as well as recommended best management practices, including water conservation programs. The WSAC has been established and has held three meetings since July 2014.
|
Name
|
|
Age in 2015*
|
|
Offices
|
|
Period Held or Prior Position
|
|
Term of Office Expires
|
E. W. Thornburg
|
|
54
|
|
Chairman, President, and Chief Executive Officer
|
|
Held positions since March 2006
|
|
2015 Annual Meeting
|
D. C. Benoit
|
|
58
|
|
Senior Vice President – Finance, Chief Financial Officer and Treasurer
|
|
Held current position or other executive position with the Company since April 1996
|
|
2015 Annual Meeting
|
C. J. Patla
|
|
48
|
|
Vice President – Service Delivery
|
|
Held current position or other engineering position with the Company since June 1990
|
|
2015 Annual Meeting
|
M. P. Westbrook
|
|
56
|
|
Vice President – Customer and Regulatory Affairs
|
|
Held current position or other management position with the Company since September 1988
|
|
2015 Annual Meeting
|
K. A. Johnson
|
|
48
|
|
Vice President – Human Resources and Corporate Secretary
|
|
Held current position or other human resources position with the Company since May 2007. Ms. Johnson previously served as the senior vice president, Human Resources and Organizational Development Officer for Rockville Bank.
|
|
2015 Annual Meeting
|
J. E. Wallingford
|
|
58
|
|
Division President – The Maine Water Company, Director
|
|
President of The Maine Water Company (and its predecessor companies) since 1993, Director since 2012
|
|
2015 Annual Meeting
|
•
|
power loss, computer systems failures, and internet, telecommunications or data network failures;
|
•
|
operator negligence or improper operation by, or supervision of, employees;
|
•
|
physical and electronic loss of data;
|
•
|
computer viruses, cyber security attacks, intentional security breaches, hacking, denial of service actions, misappropriation of data and similar events;
|
•
|
difficulties in the implementation of upgrades or modification to our information technology systems; and
|
•
|
hurricanes, fires, floods, earthquakes and other natural disasters.
|
•
|
dilutive issuances of our equity securities;
|
•
|
incurrence of debt and contingent liabilities;
|
•
|
failure to have effective internal control over financial reporting;
|
•
|
fluctuations in quarterly results; and
|
•
|
other acquisition-related expenses.
|
•
|
the number of years to depreciate certain assets;
|
•
|
amounts to set aside for uncollectible accounts receivable and uninsured losses;
|
•
|
our legal exposure and the appropriate accrual for claims, including medical and workers’ compensation claims;
|
•
|
future costs for pensions and other post-retirement benefit obligations; and
|
•
|
possible tax allowances.
|
|
Price
|
|
Dividends
|
||||||||
Period
|
High
|
|
Low
|
|
Paid
|
||||||
2014
|
|
|
|
|
|
||||||
First Quarter
|
$
|
35.51
|
|
|
$
|
31.65
|
|
|
$
|
0.2475
|
|
Second Quarter
|
34.56
|
|
|
31.25
|
|
|
0.2475
|
|
|||
Third Quarter
|
34.80
|
|
|
31.00
|
|
|
0.2575
|
|
|||
Fourth Quarter
|
37.50
|
|
|
32.21
|
|
|
0.2575
|
|
|||
2013
|
|
|
|
|
|
||||||
First Quarter
|
$
|
30.29
|
|
|
$
|
28.04
|
|
|
$
|
0.2425
|
|
Second Quarter
|
29.44
|
|
|
27.75
|
|
|
0.2425
|
|
|||
Third Quarter
|
32.45
|
|
|
28.26
|
|
|
0.2475
|
|
|||
Fourth Quarter
|
36.45
|
|
|
30.68
|
|
|
0.2475
|
|
SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31, (thousands of dollars except per share amounts and where otherwise indicated)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Revenues
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
|
$
|
69,402
|
|
|
$
|
66,408
|
|
Operating Expenses
|
$
|
68,856
|
|
|
$
|
69,488
|
|
|
$
|
64,229
|
|
|
$
|
53,842
|
|
|
$
|
52,573
|
|
Other Utility Income, Net of Taxes
|
$
|
833
|
|
|
$
|
856
|
|
|
$
|
812
|
|
|
$
|
847
|
|
|
$
|
742
|
|
Total Utility Operating Income
|
$
|
25,997
|
|
|
$
|
22,849
|
|
|
$
|
20,421
|
|
|
$
|
16,407
|
|
|
$
|
14,577
|
|
Interest and Debt Expense
|
$
|
6,515
|
|
|
$
|
6,130
|
|
|
$
|
8,581
|
|
|
$
|
5,674
|
|
|
$
|
5,853
|
|
Net Income
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
|
$
|
11,300
|
|
|
$
|
9,798
|
|
Cash Common Stock Dividends Paid
|
$
|
11,188
|
|
|
$
|
10,758
|
|
|
$
|
8,467
|
|
|
$
|
8,196
|
|
|
$
|
7,942
|
|
Dividend Payout Ratio
|
52
|
%
|
|
59
|
%
|
|
62
|
%
|
|
73
|
%
|
|
81
|
%
|
|||||
Weighted Average Common Shares Outstanding
|
10,892,986
|
|
|
10,827,220
|
|
|
8,763,418
|
|
|
8,610,070
|
|
|
8,531,741
|
|
|||||
Basic Earnings Per Common Share from Continuing Operations
|
$
|
1.95
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
|
$
|
1.31
|
|
|
$
|
1.14
|
|
Number of Shares Outstanding at Year End
|
11,124,630
|
|
|
11,038,232
|
|
|
10,939,486
|
|
|
8,755,398
|
|
|
8,676,849
|
|
|||||
ROE on Year End Common Equity
|
10.2
|
%
|
|
9.2
|
%
|
|
7.4
|
%
|
|
9.6
|
%
|
|
8.7
|
%
|
|||||
Declared Common Dividends Per Share
|
$
|
1.01
|
|
|
$
|
0.98
|
|
|
$
|
0.96
|
|
|
$
|
0.94
|
|
|
$
|
0.92
|
|
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stockholders’ Equity
|
$
|
209,451
|
|
|
$
|
197,753
|
|
|
$
|
185,349
|
|
|
$
|
118,189
|
|
|
$
|
113,191
|
|
Long-Term Debt (Consolidated, Excluding Current Maturities)
|
176,601
|
|
|
175,042
|
|
|
178,475
|
|
|
135,256
|
|
|
111,675
|
|
|||||
Preferred Stock
|
772
|
|
|
772
|
|
|
772
|
|
|
772
|
|
|
772
|
|
|||||
Total Capitalization
|
$
|
386,824
|
|
|
$
|
373,567
|
|
|
$
|
364,596
|
|
|
$
|
254,217
|
|
|
$
|
225,638
|
|
Stockholders’ Equity (Includes Preferred Stock)
|
54
|
%
|
|
53
|
%
|
|
51
|
%
|
|
47
|
%
|
|
51
|
%
|
|||||
Long-Term Debt
|
46
|
%
|
|
47
|
%
|
|
49
|
%
|
|
53
|
%
|
|
49
|
%
|
|||||
Net Utility Plant
|
$
|
506,939
|
|
|
$
|
471,876
|
|
|
$
|
447,911
|
|
|
$
|
360,027
|
|
|
$
|
344,219
|
|
Total Assets
|
$
|
671,189
|
|
|
$
|
630,811
|
|
|
$
|
578,975
|
|
|
$
|
442,931
|
|
|
$
|
424,199
|
|
Book Value - Per Common Share
|
$
|
18.83
|
|
|
$
|
17.91
|
|
|
$
|
16.94
|
|
|
$
|
13.50
|
|
|
$
|
13.05
|
|
OPERATING REVENUES BY REVENUE CLASS
|
|
|
|
|
|
|
|
|
|||||||||||
Residential
|
$
|
57,095
|
|
|
$
|
55,403
|
|
|
$
|
50,783
|
|
|
$
|
43,656
|
|
|
$
|
42,103
|
|
Commercial
|
11,473
|
|
|
11,238
|
|
|
10,138
|
|
|
8,621
|
|
|
7,725
|
|
|||||
Industrial
|
2,984
|
|
|
3,120
|
|
|
3,080
|
|
|
1,817
|
|
|
1,755
|
|
|||||
Public Authority
|
3,215
|
|
|
2,967
|
|
|
2,675
|
|
|
2,253
|
|
|
2,280
|
|
|||||
Fire Protection
|
17,757
|
|
|
17,337
|
|
|
15,592
|
|
|
11,890
|
|
|
11,430
|
|
|||||
Other (Including Non-Metered Accounts)
|
1,496
|
|
|
1,416
|
|
|
1,570
|
|
|
1,165
|
|
|
1,115
|
|
|||||
Total Operating Revenues
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
|
$
|
69,402
|
|
|
$
|
66,408
|
|
Number of Customers (End of Year)
|
123,071
|
|
|
121,768
|
|
|
121,791
|
|
|
90,023
|
|
|
89,402
|
|
|||||
Billed Consumption (Millions of Gallons)
|
9,428
|
|
|
9,277
|
|
|
8,332
|
|
|
6,616
|
|
|
6,958
|
|
|||||
Number of Employees
|
265
|
|
|
259
|
|
|
259
|
|
|
198
|
|
|
204
|
|
•
|
Current off-campus customers of UCONN will become customers of Connecticut Water at UCONN’s water rates in effect at that time (subject to any state-approved surcharges);
|
•
|
Future water customers in the Town of Mansfield will be served by Connecticut Water at the rates authorized by the PURA;
|
•
|
Connecticut Water will assume responsibility for maintaining, repairing and replacing the off-campus water system serving the Town of Mansfield;
|
•
|
Connecticut Water will make any source or system improvements to meet current and future water supply needs of the area;
|
•
|
A Water System Advisory Committee (“WSAC”) will be created with representatives of the Town of Mansfield, UCONN, regional representatives and other key stakeholders to advise Connecticut Water regarding water service and the system’s operations, expansion or integration as well as recommended best management practices, including water conservation programs. The WSAC has been established and has held three meetings since July 2014.
|
|
Increase (Decrease) in Pension Expense
|
|
Increase (Decrease) in Post-retirement Expense
|
||||
1% Increase in the discount rate
|
$
|
(1,235,000
|
)
|
|
$
|
(199,000
|
)
|
1% Decrease in the discount rate
|
$
|
1,501,000
|
|
|
$
|
239,000
|
|
|
Gross Construction Expenditures
|
|
Construction Funded by Developers & Others
|
|
Construction Funded by Company
|
||||||
2014
|
$
|
46,186,000
|
|
|
$
|
1,217,000
|
|
|
$
|
44,969,000
|
|
2013
|
$
|
33,669,000
|
|
|
$
|
952,000
|
|
|
$
|
32,717,000
|
|
2012
|
$
|
25,933,000
|
|
|
$
|
1,280,000
|
|
|
$
|
24,653,000
|
|
2015 (Projected)
|
$
|
55,100,000
|
|
|
**
|
|
|
$
|
55,100,000
|
|
Payments due by Periods
|
||||||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less
than 1
year
|
|
Years
2 and 3
|
|
Years
4 and 5
|
|
More
than 5
years
|
||||||||||
Long-Term Debt (LTD)
|
|
$
|
176,806
|
|
|
$
|
2,457
|
|
|
$
|
7,037
|
|
|
$
|
7,863
|
|
|
$
|
159,449
|
|
Interest on LTD
|
|
83,247
|
|
|
7,053
|
|
|
13,717
|
|
|
12,807
|
|
|
49,670
|
|
|||||
Operating Lease Obligations
|
|
33
|
|
|
11
|
|
|
14
|
|
|
7
|
|
|
1
|
|
|||||
Purchase Obligations (1) (2) (3) (4) (5)
|
|
97,419
|
|
|
1,607
|
|
|
3,129
|
|
|
3,263
|
|
|
89,420
|
|
|||||
Long-Term Compensation Agreements (6)
|
|
53,067
|
|
|
1,682
|
|
|
10,742
|
|
|
10,737
|
|
|
29,906
|
|
|||||
Total (7) (8)
|
|
$
|
410,572
|
|
|
$
|
12,810
|
|
|
$
|
34,639
|
|
|
$
|
34,677
|
|
|
$
|
328,446
|
|
1.
|
Connecticut Water has an agreement with the South Central Connecticut Regional Water Authority (“RWA”) to purchase water from RWA. The agreement was signed in April 2006 and became effective upon the receipt of all regulatory approvals in 2008 and will remain in effect for a minimum of fifty years upon becoming effective. Connecticut Water will pay RWA $75,000 per year as part of a capacity agreement, for a total of 14 years, starting on the effective date of the agreement. In addition, Connecticut Water is able, but under no obligation, to purchase up to one million gallons of water per day at the then current wholesale rates per the agreement.
|
2.
|
Connecticut Water has an agreement with The Metropolitan District (“MDC”) to purchase water from MDC to serve the Unionville system. The agreement became effective on October 6, 2000 and has a term of fifty years beginning May 19, 2003, the date the water supply facilities related to the agreement were placed in service. Connecticut Water agrees to purchase 283 million gallons of water annually from MDC.
|
3.
|
Connecticut Water has an agreement with Avon Water (“Avon”) to purchase water from Avon. The agreement became effective on October 3, 2008 and has a term of 10 years.
|
4.
|
Connecticut Water has a 99 year lease with 19 Perry Street to obtain well water for its public water supply system. The agreement became effective in 1975 and is based on current water rates in effect each year. There is no limitation on the amount of water that can be withdrawn from the leased property.
|
5.
|
Maine Water has an agreement with the Kenebec Water District for potable water service. The agreement became effective November 7, 2010 and has a term of 5 years. Maine Water guarantees a minimum consumption of 63.5 million gallons of water annually. Water sales to Maine Water are billed at a flat rate per gallon plus the monthly minimum tariff rate for a 4-inch metered service. Maine Water expects to renew this agreement during 2015, however, it is unknown what terms any renewal will contain.
|
6.
|
Pension and post retirement contributions cannot be reasonably estimated beyond 2015 and may be impacted by such factors as return on pension assets, changes in the number of plan participants and future salary increases.
|
7.
|
We pay refunds on Advances for Construction over a specific period of time based on operating revenues related to developer-installed water mains or as new customers are connected to and take service from such mains. After all refunds are paid, any remaining balance is transferred to Contributions in Aid of Construction. The refund amounts are not included in the above table because the refund amounts and timing are dependent upon several variables, including new customer connections, customer consumption levels and future rate increases, which cannot be accurately estimated. Portions of these refund amounts are payable annually through 2020 and amounts not paid by the contract expiration dates become non-refundable.
|
8.
|
We intend to fund these contractual obligations with cash flows from operations and liquidity sources held by or available to us.
|
Business Segment
|
|
2014 Net Income
|
|
2013 Net Income (Loss)
|
|
Increase (Decrease)
|
||||||
Water Activities
|
|
$
|
19,798
|
|
|
$
|
16,793
|
|
|
$
|
3,005
|
|
Real Estate
|
|
50
|
|
|
(7
|
)
|
|
57
|
|
|||
Services and Rentals
|
|
1,471
|
|
|
1,483
|
|
|
(12
|
)
|
|||
Total
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
3,050
|
|
|
2014
|
|
2013
|
|
Increase (Decrease)
|
||||||
Operating Revenues
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
2,539
|
|
Operation and Maintenance
|
44,445
|
|
|
44,564
|
|
|
(119
|
)
|
|||
Depreciation
|
11,784
|
|
|
10,792
|
|
|
992
|
|
|||
Income Taxes
|
3,596
|
|
|
5,944
|
|
|
(2,348
|
)
|
|||
Taxes Other than Income Taxes
|
9,031
|
|
|
8,188
|
|
|
843
|
|
|||
Other Utility Income
|
833
|
|
|
856
|
|
|
(23
|
)
|
|||
Other (Deductions) Income
|
(202
|
)
|
|
(292
|
)
|
|
90
|
|
|||
Interest and Debt Expense (net of AFUDC)
|
5,997
|
|
|
5,764
|
|
|
233
|
|
|||
Total Net Income from Water Activities
|
$
|
19,798
|
|
|
$
|
16,793
|
|
|
$
|
3,005
|
|
Expense Components
|
|
2014
|
|
2013
|
|
Increase (Decrease)
|
||||||
Pension
|
|
$
|
2,738
|
|
|
$
|
4,081
|
|
|
$
|
(1,343
|
)
|
Mark-to-market
|
|
199
|
|
|
760
|
|
|
(561
|
)
|
|||
Medical
|
|
2,557
|
|
|
3,090
|
|
|
(533
|
)
|
|||
Maintenance
|
|
3,205
|
|
|
3,393
|
|
|
(188
|
)
|
|||
Post-retirement medical
|
|
575
|
|
|
741
|
|
|
(166
|
)
|
|||
Investor relations
|
|
631
|
|
|
713
|
|
|
(82
|
)
|
|||
Water treatment (including chemicals)
|
|
2,936
|
|
|
2,913
|
|
|
23
|
|
|||
Purchased water
|
|
1,463
|
|
|
1,439
|
|
|
24
|
|
|||
Utility costs
|
|
3,757
|
|
|
3,684
|
|
|
73
|
|
|||
Customer
|
|
1,719
|
|
|
1,614
|
|
|
105
|
|
|||
Vehicle costs
|
|
1,767
|
|
|
1,621
|
|
|
146
|
|
|||
Property and liability insurance
|
|
1,424
|
|
|
1,203
|
|
|
221
|
|
|||
Outside Services
|
|
2,594
|
|
|
2,131
|
|
|
463
|
|
|||
Other benefits
|
|
1,809
|
|
|
1,210
|
|
|
599
|
|
|||
Payroll
|
|
15,280
|
|
|
14,323
|
|
|
957
|
|
|||
Other
|
|
1,791
|
|
|
1,648
|
|
|
143
|
|
|||
Total
|
|
$
|
44,445
|
|
|
$
|
44,564
|
|
|
$
|
(119
|
)
|
▪
|
Pension costs decreased over the prior year primarily due to a increase to the discount rate used in determining the 2014 expense. The discount rate selected to calculate the pension expense for 2015 is lower than the rate used for 2014 which will likely cause 2015 pension expense to be higher than 2014 expense;
|
▪
|
Mark-to-market represents the treatment of certain officers' benefits based on fluctuations in the stock market and the effect the fluctuations have on non-vested share based compensation. The increase in the Company’s stock price between December 31, 2012 and December 31, 2013 was higher than the increase in the Company’s stock price between December 31, 2013 and December 31, 2014, which decreased mark-to-market expense in 2014 when compared to 2013;
|
▪
|
Medical costs decreased in 2014 primarily due to a reduction in medical claims made by employees during the year and an increase in the amount of contributions from employees to the plan;
|
▪
|
Post-retirement medical decreased over the prior year primarily due to an increase in the discount rate used in determining the 2014 expense. The discount rate selected to calculate the post-retirement medical expense for 2015 is lower than the rate used for 2014 which will likely cause 2015 post-retirement medical expense to be higher than 2014 expense; and
|
▪
|
Investor relations costs decreased primarily due a reduction in costs associated with the production, filing, and mailing of the Company’s annual proxy statement.
|
▪
|
Payroll costs increased in 2014 when compared to 2013 primarily due to regular wage increases. Additionally, Payroll costs increased during 2014 due to a completed procurement project that allocated certain administrative employee time to capital that was completed during 2013. Employee time that had been charged to capital projects during the first quarter of 2013 returned to O&M at the completion of the project;
|
▪
|
Other benefits increased primarily due to an increase in costs associated to performance awards given to officers of the Company. Additionally, there was an increase in costs associated with the Company’s 401(k) plan offered to all employees; and
|
▪
|
Outside services costs increased primarily due to the use of a consulting firm to evaluate the Company's cyber security strengths and vulnerabilities and to help in creating an evaluation of the Company's current IT structure within the organization, as discussed above, and additional consulting costs related to the preparation of the repair tax deduction to be included in the Company's 2014 Federal income tax return. Additionally, the Company saw an increase in legal fees charged to the Company. These increases to outside services were partially offset by decreases in internal and external auditing costs.
|
Business Segment
|
|
2013 Net Income (Loss)
|
|
2012 Net Income
|
|
Increase (Decrease)
|
||||||
Water Activities
|
|
$
|
16,793
|
|
|
$
|
11,265
|
|
|
$
|
5,528
|
|
Real Estate
|
|
(7
|
)
|
|
951
|
|
|
(958
|
)
|
|||
Services and Rentals
|
|
1,483
|
|
|
1,424
|
|
|
59
|
|
|||
Total
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
|
$
|
4,629
|
|
|
Actual 2013
|
|
Actual 2012
|
|
Actual Increase (Decrease)
|
|
BSWC 2013 increase over 2012
|
|
Adjusted Increase / (Decrease)
|
||||||||||
Operating Revenues
|
$
|
91,481
|
|
|
$
|
83,838
|
|
|
$
|
7,643
|
|
|
$
|
3,983
|
|
|
$
|
3,660
|
|
Operation and Maintenance
|
44,564
|
|
|
40,326
|
|
|
4,238
|
|
|
3,159
|
|
|
1,079
|
|
|||||
Depreciation
|
10,792
|
|
|
9,782
|
|
|
1,010
|
|
|
640
|
|
|
370
|
|
|||||
Income Taxes
|
5,944
|
|
|
6,422
|
|
|
(478
|
)
|
|
(124
|
)
|
|
(354
|
)
|
|||||
Taxes Other than Income Taxes
|
8,188
|
|
|
7,699
|
|
|
489
|
|
|
407
|
|
|
82
|
|
|||||
Other Utility Income
|
856
|
|
|
812
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|||||
Other (Deductions) Income
|
(292
|
)
|
|
(813
|
)
|
|
521
|
|
|
2
|
|
|
519
|
|
|||||
Interest and Debt Expense (net of AFUDC)
|
5,764
|
|
|
8,343
|
|
|
(2,579
|
)
|
|
185
|
|
|
(2,764
|
)
|
|||||
Total Net Income from Water Activities
|
$
|
16,793
|
|
|
$
|
11,265
|
|
|
$
|
5,528
|
|
|
$
|
(282
|
)
|
|
$
|
5,810
|
|
Expense Components
|
|
Actual 2013
|
|
Actual 2012
|
|
Actual Increase (Decrease)
|
|
BSWC 2013 increase over 2012
|
|
Adjusted Increase / (Decrease)
|
||||||||||
Maintenance
|
|
$
|
3,393
|
|
|
$
|
2,781
|
|
|
$
|
612
|
|
|
$
|
209
|
|
|
$
|
403
|
|
Pension
|
|
4,081
|
|
|
3,683
|
|
|
398
|
|
|
109
|
|
|
289
|
|
|||||
Customer
|
|
1,614
|
|
|
1,217
|
|
|
397
|
|
|
160
|
|
|
237
|
|
|||||
Outside services
|
|
2,131
|
|
|
1,531
|
|
|
600
|
|
|
376
|
|
|
224
|
|
|||||
Property and liability insurance
|
|
1,203
|
|
|
1,020
|
|
|
183
|
|
|
34
|
|
|
149
|
|
|||||
Medical
|
|
3,090
|
|
|
2,453
|
|
|
637
|
|
|
520
|
|
|
117
|
|
|||||
Investor relations
|
|
713
|
|
|
615
|
|
|
98
|
|
|
—
|
|
|
98
|
|
|||||
Purchased water
|
|
1,439
|
|
|
1,398
|
|
|
41
|
|
|
4
|
|
|
37
|
|
|||||
Other benefits
|
|
1,210
|
|
|
1,260
|
|
|
(50
|
)
|
|
—
|
|
|
(50
|
)
|
|||||
Post-retirement medical
|
|
741
|
|
|
851
|
|
|
(110
|
)
|
|
—
|
|
|
(110
|
)
|
|||||
Payroll
|
|
14,323
|
|
|
13,466
|
|
|
857
|
|
|
972
|
|
|
(115
|
)
|
|||||
Water treatment (including chemicals)
|
|
2,913
|
|
|
2,772
|
|
|
141
|
|
|
270
|
|
|
(129
|
)
|
|||||
Amston Lake water quality monitoring costs (non-labor)
|
|
—
|
|
|
139
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|||||
Utility costs
|
|
3,684
|
|
|
3,605
|
|
|
79
|
|
|
242
|
|
|
(163
|
)
|
|||||
Other
|
|
4,029
|
|
|
3,535
|
|
|
494
|
|
|
263
|
|
|
231
|
|
|||||
Total
|
|
$
|
44,564
|
|
|
$
|
40,326
|
|
|
$
|
4,238
|
|
|
$
|
3,159
|
|
|
$
|
1,079
|
|
▪
|
Maintenance expense increase primarily due to work done at water treatment and well sites;
|
▪
|
Pension costs increased over the prior year primarily due to a reduction to the discount rate used in determining the 2013 expense;
|
▪
|
The increase in Customer costs was primarily attributable to an increase in costs associated with uncollectible accounts. This increase was partially offset by a reduction in costs associated with customer communications as the Company has implemented a process to directly reach customers with targeted information on their regular bills, which reduced the need for special inserts and one-off mailings;
|
▪
|
Outside services increased primarily due to an increase in auditing costs associated with the transition of auditing firms during 2013; and
|
▪
|
Medical costs increased primarily due to an increase in claims.
|
▪
|
Utility costs decreased primarily due to increased efficiency at our locations after conducting energy audits;
|
▪
|
During the first quarter of 2012, the Company received notification of elevated copper levels observed in the homes of certain customers in our Amston Lake system. As a result, Connecticut Water incurred costs associated with the monitoring of water sources and customer homes; and
|
▪
|
Water treatment costs decreased primarily due to decrease in chemical costs as the Company has implemented new procurement techniques to reduce the costs of certain chemicals used at treatment plants and well sites.
|
(a)
|
|
1
|
|
|
Financial Statements:
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
Index to Consolidated Financial Statements and Schedule
|
|
48
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
49
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012
|
|
51
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
51
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
|
52
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
53
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
54
|
|
|
2
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
|
|
The following schedule of the Company is included on the attached page as indicated
|
||
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2014, 2013 and 2012
|
|
94
|
|
|
|
|
|
All other schedules provided for in the applicable regulations of the Securities and Exchange Commission have been omitted because of the absence of conditions under which they are required or because the required information is set forth in the financial statements or notes thereto.
|
|
|
(b)
|
|
|
|
|
Exhibits
|
|
|
|
|
|
|
|
Exhibits for Connecticut Water Service Inc., are in the Index to Exhibits
|
|
88
|
|
|
|
|
|
Exhibits heretofore filed with the Securities and Exchange Commission as indicated below are incorporated herein by reference and made a part hereof as if filed herewith. Exhibits marked by asterisk (* or **) are being filed or furnished herewith.
|
|
|
|
|
Page
|
|
Index to Consolidated Financial Statements and Schedule
|
|
48
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
49
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012
|
|
51
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
51
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2014 and 2013
|
|
52
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
|
53
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
54
|
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2014, 2013 and 2012
|
|
94
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
||||||
For the Years Ended December 31, (in thousands, except per share data)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Operating Revenues
|
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
Operation and Maintenance
|
|
44,445
|
|
|
44,564
|
|
|
40,326
|
|
|||
Depreciation
|
|
11,784
|
|
|
10,792
|
|
|
9,782
|
|
|||
Income Taxes
|
|
3,596
|
|
|
5,944
|
|
|
6,422
|
|
|||
Taxes Other Than Income Taxes
|
|
9,031
|
|
|
8,188
|
|
|
7,699
|
|
|||
Total Operating Expenses
|
|
68,856
|
|
|
69,488
|
|
|
64,229
|
|
|||
Net Operating Revenues
|
|
25,164
|
|
|
21,993
|
|
|
19,609
|
|
|||
Other Utility Income, Net of Taxes
|
|
833
|
|
|
856
|
|
|
812
|
|
|||
Total Utility Operating Income
|
|
25,997
|
|
|
22,849
|
|
|
20,421
|
|
|||
Other Income (Deductions), Net of Taxes
|
|
|
|
|
|
|
|
|
|
|||
Gain (Loss) on Real Estate Transactions
|
|
50
|
|
|
(7
|
)
|
|
951
|
|
|||
Non-Water Sales Earnings
|
|
1,471
|
|
|
1,483
|
|
|
1,424
|
|
|||
Allowance for Funds Used During Construction
|
|
518
|
|
|
366
|
|
|
238
|
|
|||
Other
|
|
(202
|
)
|
|
(292
|
)
|
|
(813
|
)
|
|||
Total Other Income, Net of Taxes
|
|
1,837
|
|
|
1,550
|
|
|
1,800
|
|
|||
Interest and Debt Expenses
|
|
|
|
|
|
|
|
|
|
|||
Interest on Long-Term Debt
|
|
7,023
|
|
|
7,200
|
|
|
7,612
|
|
|||
Other Interest (Income) Charges, Net
|
|
(573
|
)
|
|
(913
|
)
|
|
575
|
|
|||
Amortization of Debt Expense and Premium, Net
|
|
65
|
|
|
(157
|
)
|
|
394
|
|
|||
Total Interest and Debt Expenses
|
|
6,515
|
|
|
6,130
|
|
|
8,581
|
|
|||
Net Income
|
|
21,319
|
|
|
18,269
|
|
|
13,640
|
|
|||
Preferred Stock Dividend Requirement
|
|
38
|
|
|
38
|
|
|
38
|
|
|||
Total Net Income Applicable to Common Stock
|
|
$
|
21,281
|
|
|
$
|
18,231
|
|
|
$
|
13,602
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
10,893
|
|
|
10,827
|
|
|
8,763
|
|
|||
Diluted
|
|
11,091
|
|
|
10,996
|
|
|
8,900
|
|
|||
Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
1.95
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
Diluted
|
|
$
|
1.92
|
|
|
$
|
1.66
|
|
|
$
|
1.53
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|||
For the Years Ended December 31, (in thousands)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
Other Comprehensive (Loss) Income, net of tax
|
|
|
|
|
|
|
|
|
|
|||
Qualified cash flow hedging instrument net of tax benefit of $0, $12 and $1
|
|
|
|
|
|
|
|
|
|
|||
in 2014, 2013, and 2012, respectively
|
|
—
|
|
|
41
|
|
|
3
|
|
|||
Adjustment to post-retirement benefit plans, net of tax benefit
|
|
|
|
|
|
|
|
|
|
|||
(expense) of $735, $(398), and $389 in 2014, 2013 and 2012, respectively
|
|
(1,527
|
)
|
|
982
|
|
|
(566
|
)
|
|||
Unrealized Investment gain, net of tax expense of $(25),
|
|
|
|
|
|
|
|
|
|
|||
$(119) and $(40) in 2014, 2013 and 2012, respectively
|
|
39
|
|
|
190
|
|
|
60
|
|
|||
Other Comprehensive (Loss) Income, net of tax
|
|
$
|
(1,488
|
)
|
|
$
|
1,213
|
|
|
$
|
(503
|
)
|
Comprehensive Income
|
|
$
|
19,831
|
|
|
$
|
19,482
|
|
|
$
|
13,137
|
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
||||
December 31, (in thousands, except share amounts)
|
|
2014
|
|
|
2013
|
|
||
ASSETS
|
|
|
|
|
||||
Utility Plant
|
|
$
|
685,654
|
|
|
$
|
639,704
|
|
Construction Work in Progress
|
|
9,304
|
|
|
12,066
|
|
||
|
|
694,958
|
|
|
651,770
|
|
||
Accumulated Provision for Depreciation
|
|
(188,019
|
)
|
|
(179,894
|
)
|
||
Net Utility Plant
|
|
506,939
|
|
|
471,876
|
|
||
Other Property and Investments
|
|
8,271
|
|
|
7,388
|
|
||
Cash and Cash Equivalents
|
|
2,475
|
|
|
18,371
|
|
||
Accounts Receivable (Less Allowance, 2014 - $1,202; 2013 - $1,127)
|
|
11,971
|
|
|
12,340
|
|
||
Accrued Unbilled Revenues
|
|
8,283
|
|
|
7,624
|
|
||
Materials and Supplies, at Average Cost
|
|
1,486
|
|
|
1,633
|
|
||
Prepayments and Other Current Assets
|
|
11,953
|
|
|
6,928
|
|
||
Total Current Assets
|
|
36,168
|
|
|
46,896
|
|
||
Restricted Cash
|
|
—
|
|
|
5,777
|
|
||
Unamortized Debt Issuance Expense
|
|
6,292
|
|
|
6,841
|
|
||
Unrecovered Income Taxes - Regulatory Asset
|
|
57,331
|
|
|
47,135
|
|
||
Pension Benefits - Regulatory Asset
|
|
13,713
|
|
|
3,085
|
|
||
Post-Retirement Benefits Other Than Pension - Regulatory Asset
|
|
2,626
|
|
|
1,288
|
|
||
Goodwill
|
|
31,685
|
|
|
31,685
|
|
||
Deferred Charges and Other Costs
|
|
8,164
|
|
|
8,840
|
|
||
Total Regulatory and Other Long-Term Assets
|
|
119,811
|
|
|
104,651
|
|
||
Total Assets
|
|
$
|
671,189
|
|
|
$
|
630,811
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
|
||
Common Stockholders’ Equity:
|
|
|
|
|
|
|
||
Common Stock Without Par Value: Authorized - 25,000,000 Shares
|
|
|
|
|
|
|
||
Issued and Outstanding: 2014 - 11,124,630; 2013 - 11,038,232
|
|
$
|
141,684
|
|
|
$
|
138,591
|
|
Retained Earnings
|
|
69,370
|
|
|
59,277
|
|
||
Accumulated Other Comprehensive Loss
|
|
(1,603
|
)
|
|
(115
|
)
|
||
Common Stockholders’ Equity
|
|
209,451
|
|
|
197,753
|
|
||
Preferred Stock
|
|
772
|
|
|
772
|
|
||
Long-Term Debt
|
|
176,601
|
|
|
175,042
|
|
||
Total Capitalization
|
|
386,824
|
|
|
373,567
|
|
||
Current Portion of Long-Term Debt
|
|
2,457
|
|
|
4,121
|
|
||
Interim Bank Loans Payable
|
|
1,991
|
|
|
—
|
|
||
Accounts Payable and Accrued Expenses
|
|
10,019
|
|
|
10,846
|
|
||
Accrued Interest
|
|
693
|
|
|
753
|
|
||
Current Portion of Refund to Customers - Regulatory Liability
|
|
6,079
|
|
|
4,650
|
|
||
Other Current Liabilities
|
|
2,383
|
|
|
2,359
|
|
||
Total Current Liabilities
|
|
23,622
|
|
|
22,729
|
|
||
Advances for Construction
|
|
26,718
|
|
|
28,718
|
|
||
Deferred Federal and State Income Taxes
|
|
53,322
|
|
|
47,470
|
|
||
Unfunded Future Income Taxes
|
|
56,919
|
|
|
46,723
|
|
||
Long-Term Compensation Arrangements
|
|
35,748
|
|
|
20,651
|
|
||
Unamortized Investment Tax Credits
|
|
1,339
|
|
|
1,414
|
|
||
Refund to Customers - Regulatory Liability
|
|
1,550
|
|
|
7,749
|
|
||
Other Long-Term Liabilities
|
|
776
|
|
|
1,018
|
|
||
Total Long-Term Liabilities
|
|
176,372
|
|
|
153,743
|
|
||
Contributions in Aid of Construction
|
|
84,371
|
|
|
80,772
|
|
||
Commitments and Contingencies
|
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
|
$
|
671,189
|
|
|
$
|
630,811
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
||||||
For the Years Ended December 31, (in thousands)
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
|||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Deferred Revenues
|
|
(3,461
|
)
|
|
(3,059
|
)
|
|
239
|
|
|||
Provision for Deferred Income Taxes and Investment Tax Credits, Net
|
|
5,878
|
|
|
7,386
|
|
|
(826
|
)
|
|||
Allowance for Funds Used During Construction
|
|
(518
|
)
|
|
(366
|
)
|
|
(239
|
)
|
|||
Depreciation and Amortization (including $673 in 2014, $348 in 2013, and $664 in 2012 charged to other accounts)
|
|
12,457
|
|
|
11,140
|
|
|
10,446
|
|
|||
(Gain) Loss on Sale of Land
|
|
(50
|
)
|
|
7
|
|
|
(951
|
)
|
|||
Change in Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Increase in Accounts Receivable and Accrued Unbilled Revenues
|
|
(291
|
)
|
|
(1,205
|
)
|
|
(1,333
|
)
|
|||
Increase in Other Current Assets
|
|
(5,012
|
)
|
|
(4,321
|
)
|
|
(24
|
)
|
|||
(Increase) Decrease in Other Non-Current Items, Net
|
|
(1,286
|
)
|
|
11,985
|
|
|
5,251
|
|
|||
Increase in Accounts Payable, Accrued Expenses and Other Current Liabilities
|
|
1,169
|
|
|
4,514
|
|
|
166
|
|
|||
Total Adjustments
|
|
8,886
|
|
|
26,081
|
|
|
12,729
|
|
|||
Net Cash and Cash Equivalents Provided by Operating Activities
|
|
30,205
|
|
|
44,350
|
|
|
26,369
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Additions to Utility Plant
|
|
(45,668
|
)
|
|
(33,303
|
)
|
|
(25,694
|
)
|
|||
Purchase of Water Systems, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
(35,754
|
)
|
|||
Proceeds on Real Estate Transactions
|
|
243
|
|
|
95
|
|
|
1,450
|
|
|||
Release of Restricted Cash
|
|
5,779
|
|
|
5,457
|
|
|
6,117
|
|
|||
Net Cash and Cash Equivalents Used in Investing Activities
|
|
(39,646
|
)
|
|
(27,751
|
)
|
|
(53,881
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net Proceeds from Interim Bank Loans
|
|
1,991
|
|
|
—
|
|
|
1,660
|
|
|||
Net Repayment of Interim Bank Loans
|
|
—
|
|
|
(1,660
|
)
|
|
(21,372
|
)
|
|||
Repayment of Long-Term Debt Including Current Portion
|
|
(4,114
|
)
|
|
(15,870
|
)
|
|
(75,430
|
)
|
|||
Proceeds from Issuance of Long-Term Debt
|
|
4,500
|
|
|
14,550
|
|
|
92,840
|
|
|||
Proceeds from Issuance of Common Stock
|
|
1,697
|
|
|
1,629
|
|
|
51,101
|
|
|||
Proceeds from Exercise of Stock Options
|
|
—
|
|
|
225
|
|
|
631
|
|
|||
Costs Incurred to Issue Long-Term Debt and Common Stock
|
|
(2
|
)
|
|
(42
|
)
|
|
(2,316
|
)
|
|||
Advances from Others for Construction
|
|
699
|
|
|
586
|
|
|
1,041
|
|
|||
Cash Dividends Paid
|
|
(11,226
|
)
|
|
(10,796
|
)
|
|
(8,505
|
)
|
|||
Net Cash and Cash Equivalents (Used in) Provided by Financing Activities
|
|
(6,455
|
)
|
|
(11,378
|
)
|
|
39,650
|
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
|
(15,896
|
)
|
|
5,221
|
|
|
12,138
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
18,371
|
|
|
13,150
|
|
|
1,012
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
2,475
|
|
|
$
|
18,371
|
|
|
$
|
13,150
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Stock for stock acquisition of Biddeford & Saco Water Company
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,012
|
|
Non-Cash Contributed Utility Plant (see Note 1 for details)
|
|
$
|
1,130
|
|
|
$
|
801
|
|
|
$
|
1,089
|
|
Short-term Investment of Bond Proceeds Held in Trust
|
|
$
|
—
|
|
|
$
|
5,777
|
|
|
$
|
9,820
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Cash Paid During the Year for:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
6,665
|
|
|
$
|
6,573
|
|
|
$
|
8,488
|
|
State and Federal Income Taxes
|
|
$
|
1,135
|
|
|
$
|
3,600
|
|
|
$
|
6,161
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
|
|
|
|
(in thousands)
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets:
|
|
|
|
||||
Pension and postretirement benefits
|
$
|
16,339
|
|
|
$
|
4,373
|
|
Unrecovered income taxes
|
57,331
|
|
|
47,135
|
|
||
Deferred revenue (included in prepayments and other current assets and deferred charges and other costs)
|
7,386
|
|
|
6,703
|
|
||
Other (included in prepayments and other current assets and deferred charges and other costs)
|
3,840
|
|
|
3,901
|
|
||
Total regulatory assets
|
$
|
84,896
|
|
|
$
|
62,112
|
|
Liabilities:
|
|
|
|
|
|
||
Other (included in other current liabilities)
|
$
|
718
|
|
|
$
|
602
|
|
Unamortized Investment Tax Credits
|
1,339
|
|
|
1,414
|
|
||
Refunds to Customers (including current portion)
|
7,629
|
|
|
12,399
|
|
||
Unfunded future income taxes (including other long-term liabilities)
|
57,719
|
|
|
47,755
|
|
||
Total regulatory liabilities
|
$
|
67,405
|
|
|
$
|
62,170
|
|
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Additions to Utility Plant:
|
|
|
|
|
|
||||||
Company Financed
|
$
|
44,969
|
|
|
$
|
32,717
|
|
|
$
|
24,653
|
|
Allowance for Funds Used During Construction
|
518
|
|
|
366
|
|
|
239
|
|
|||
Subtotal – Utility Plant Increase to Rate Base
|
45,487
|
|
|
33,083
|
|
|
24,892
|
|
|||
Advances from Others for Construction
|
699
|
|
|
586
|
|
|
1,041
|
|
|||
Net Additions to Utility Plant
|
$
|
46,186
|
|
|
$
|
33,669
|
|
|
$
|
25,933
|
|
Years ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator (in thousands)
|
|
|
|
|
|
||||||
Basic Net Income Applicable to Common Stock
|
$
|
21,281
|
|
|
$
|
18,231
|
|
|
$
|
13,602
|
|
Diluted Net Income Applicable to Common Stock
|
$
|
21,281
|
|
|
$
|
18,231
|
|
|
$
|
13,602
|
|
Denominator (in thousands)
|
|
|
|
|
|
|
|
|
|||
Basic Weighted Average Shares Outstanding
|
10,893
|
|
|
10,827
|
|
|
8,763
|
|
|||
Dilutive Effect of Stock Awards
|
198
|
|
|
169
|
|
|
137
|
|
|||
Diluted Weighted Average Shares Outstanding
|
11,091
|
|
|
10,996
|
|
|
8,900
|
|
|||
Earnings per Share
|
|
|
|
|
|
|
|
|
|||
Basic Earnings per Share
|
$
|
1.95
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
Dilutive Effect of Stock Awards
|
0.03
|
|
|
0.02
|
|
|
0.02
|
|
|||
Diluted Earnings per Share
|
$
|
1.92
|
|
|
$
|
1.66
|
|
|
$
|
1.53
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal Classified as Operating Expense
|
|
$
|
2,919
|
|
|
$
|
2,028
|
|
|
$
|
6,103
|
|
Federal Classified as Other Utility Income
|
|
424
|
|
|
434
|
|
|
427
|
|
|||
Federal Classified as Other Income
|
|
|
|
|
|
|
|
|
|
|||
Land Sales and Donations
|
|
26
|
|
|
(2
|
)
|
|
477
|
|
|||
Non-Water Sales
|
|
788
|
|
|
781
|
|
|
748
|
|
|||
Other
|
|
(825
|
)
|
|
(69
|
)
|
|
(900
|
)
|
|||
Total Federal Income Tax Expense
|
|
3,332
|
|
|
3,172
|
|
|
6,855
|
|
|||
State Classified as Operating Expense
|
|
677
|
|
|
3,916
|
|
|
319
|
|
|||
State Classified as Other Utility Income
|
|
100
|
|
|
103
|
|
|
121
|
|
|||
State Classified as Other Income
|
|
|
|
|
|
|
|
|
|
|||
Land Sales and Donations
|
|
6
|
|
|
2
|
|
|
(97
|
)
|
|||
Non-Water Sales
|
|
194
|
|
|
200
|
|
|
180
|
|
|||
Other
|
|
(82
|
)
|
|
(300
|
)
|
|
(47
|
)
|
|||
Total State Income Tax Expense
|
|
895
|
|
|
3,921
|
|
|
476
|
|
|||
Total Income Tax Expense
|
|
$
|
4,227
|
|
|
$
|
7,093
|
|
|
$
|
7,331
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current Income Taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
427
|
|
|
$
|
1,509
|
|
|
$
|
4,747
|
|
State
|
|
(306
|
)
|
|
152
|
|
|
511
|
|
|||
Total Current
|
|
121
|
|
|
1,661
|
|
|
5,258
|
|
|||
Deferred Income Taxes, Net
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
|
|
|
|
|
|
|
|
|||
Investment Tax Credit
|
|
(75
|
)
|
|
(77
|
)
|
|
(71
|
)
|
|||
Deferred Revenue
|
|
215
|
|
|
964
|
|
|
(77
|
)
|
|||
Land Donations
|
|
(56
|
)
|
|
(1
|
)
|
|
29
|
|
|||
Depreciation
|
|
1,728
|
|
|
792
|
|
|
2,411
|
|
|||
Net Operating Loss Carry-forwards
|
|
(600
|
)
|
|
—
|
|
|
—
|
|
|||
AMT Credit Carry-forwards
|
|
—
|
|
|
(587
|
)
|
|
—
|
|
|||
Provision for uncertain positions
|
|
2,177
|
|
|
1,037
|
|
|
—
|
|
|||
Other
|
|
(484
|
)
|
|
(465
|
)
|
|
(184
|
)
|
|||
Total Federal
|
|
2,905
|
|
|
1,663
|
|
|
2,108
|
|
|||
State
|
|
|
|
|
|
|
|
|
|
|||
Land Donations
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||
Provision for uncertain positions
|
|
663
|
|
|
3,528
|
|
|
—
|
|
|||
Other
|
|
538
|
|
|
241
|
|
|
48
|
|
|||
Total State
|
|
1,201
|
|
|
3,769
|
|
|
(35
|
)
|
|||
Total Deferred Income Taxes
|
|
4,106
|
|
|
5,432
|
|
|
2,073
|
|
|||
Total Income Tax
|
|
$
|
4,227
|
|
|
$
|
7,093
|
|
|
$
|
7,331
|
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Unrecovered Income Taxes
|
|
$
|
(57,331
|
)
|
|
$
|
(47,135
|
)
|
Deferred Federal and State Income Taxes
|
|
53,322
|
|
|
47,470
|
|
||
Unfunded Future Income Taxes
|
|
56,919
|
|
|
46,723
|
|
||
Unamortized Investment Tax Credits
|
|
1,339
|
|
|
1,414
|
|
||
Other
|
|
117
|
|
|
187
|
|
||
Net Deferred Income Tax Liability
|
|
$
|
54,366
|
|
|
$
|
48,659
|
|
(in thousands)
|
|
2014
|
|
2013
|
||||
Tax Credit Carry-forward (1)
|
|
$
|
(2,841
|
)
|
|
$
|
(3,020
|
)
|
Provision on Tax Credits
|
|
2,003
|
|
|
2,003
|
|
||
Charitable Contribution Carry-forwards (2)
|
|
(94
|
)
|
|
(18
|
)
|
||
Prepaid Income Taxes on CIAC
|
|
61
|
|
|
49
|
|
||
Net Operating Loss Carry-forwards (3)
|
|
(2,665
|
)
|
|
(1,572
|
)
|
||
Valuation Allowance on Net Operating Losses
|
|
1,368
|
|
|
1,244
|
|
||
Other Comprehensive Income
|
|
(1,040
|
)
|
|
(378
|
)
|
||
Accelerated Depreciation
|
|
53,653
|
|
|
47,796
|
|
||
Provision on Repair Deductions
|
|
5,402
|
|
|
2,562
|
|
||
Unamortized Investment Tax Credits
|
|
1,339
|
|
|
1,414
|
|
||
Other
|
|
(2,820
|
)
|
|
(1,421
|
)
|
||
Net Deferred Income Tax Liability
|
|
$
|
54,366
|
|
|
$
|
48,659
|
|
(1)
|
State tax credit carry-forwards expire beginning in 2015 and ending in 2037.
|
(2)
|
Charitable Contribution carry-forwards expire beginning in 2015 and ending in 2019.
|
(3)
|
Net operating loss carry-forwards expire beginning in 2017 and ending in 2032.
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Pre-Tax Income
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
Income Taxes
|
|
4,227
|
|
|
7,093
|
|
|
7,331
|
|
|||
Total Pre-Tax Income
|
|
$
|
25,546
|
|
|
$
|
25,362
|
|
|
$
|
20,971
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal Statutory Tax Rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
35.0
|
%
|
Tax Effect Differences:
|
|
|
|
|
|
|
|
|
|
State Income Taxes Net of Federal Benefit
|
|
1.3
|
%
|
|
3.3
|
%
|
|
1.3
|
%
|
Property Related Items
|
|
(25.0
|
)%
|
|
(14.5
|
)%
|
|
(0.1
|
)%
|
Performance Stock
|
|
1.2
|
%
|
|
2.1
|
%
|
|
1.7
|
%
|
Pension Costs
|
|
2.9
|
%
|
|
—
|
%
|
|
1.6
|
%
|
Repair Regulatory Liability
|
|
(6.3
|
)%
|
|
—
|
%
|
|
—
|
%
|
Unamortized Debt Expense
|
|
0.5
|
%
|
|
(0.3
|
)%
|
|
(2.6
|
)%
|
Change in Estimate of prior year Income tax expense
|
|
(1.4
|
)%
|
|
(14.0
|
)%
|
|
(1.2
|
)%
|
Provision for Uncertain Tax Positions
|
|
9.2
|
%
|
|
18.0
|
%
|
|
—
|
%
|
Other
|
|
0.2
|
%
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
Effective Income Tax Rate
|
|
16.6
|
%
|
|
28.0
|
%
|
|
35.0
|
%
|
(in thousands, except share data)
|
Shares
|
|
Issuance Amount
|
|
Expense
|
|
Total
|
|||||||
Balance, January 1, 2012
|
8,755,398
|
|
|
$
|
73,958
|
|
|
$
|
(1,613
|
)
|
|
$
|
72,345
|
|
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures
|
34,301
|
|
|
1,213
|
|
|
—
|
|
|
1,213
|
|
|||
Dividend Reinvestment Plan
|
50,048
|
|
|
1,486
|
|
|
—
|
|
|
1,486
|
|
|||
Stock Options Exercised and Expensed
|
23,235
|
|
|
665
|
|
|
(3
|
)
|
|
662
|
|
|||
Shares issued to acquire BSWC
|
380,254
|
|
|
12,012
|
|
|
(154
|
)
|
|
11,858
|
|
|||
Shares issued in stock offering
|
1,696,250
|
|
|
49,615
|
|
|
(2,306
|
)
|
|
47,309
|
|
|||
Balance, December 31, 2012
|
10,939,486
|
|
|
138,949
|
|
|
(4,076
|
)
|
|
134,873
|
|
|||
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures
|
37,212
|
|
|
1,873
|
|
|
—
|
|
|
1,873
|
|
|||
Dividend Reinvestment Plan
|
53,790
|
|
|
1,629
|
|
|
—
|
|
|
1,629
|
|
|||
Stock Options Exercised and Expensed
|
7,744
|
|
|
230
|
|
|
(1
|
)
|
|
229
|
|
|||
Shares issued to acquire BSWC
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||
Shares issued in stock offering
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Balance, December 31, 2013
|
11,038,232
|
|
|
$
|
142,681
|
|
|
$
|
(4,090
|
)
|
|
$
|
138,591
|
|
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures
|
35,433
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
|||
Dividend Reinvestment Plan
|
50,965
|
|
|
1,697
|
|
|
—
|
|
|
1,697
|
|
|||
Balance, December 31, 2014 (1)
|
11,124,630
|
|
|
$
|
145,774
|
|
|
$
|
(4,090
|
)
|
|
$
|
141,684
|
|
(1)
|
Includes
46,788
restricted shares and
202,501
common stock equivalent shares issued through the Performance Stock Programs through
December 31, 2014
.
|
(in thousands, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of year
|
|
$
|
59,277
|
|
|
$
|
51,804
|
|
|
$
|
46,669
|
|
Net Income
|
|
21,319
|
|
|
18,269
|
|
|
13,640
|
|
|||
Sub-total
|
|
80,596
|
|
|
70,073
|
|
|
60,309
|
|
|||
Dividends declared:
|
|
|
|
|
|
|
||||||
Cumulative Preferred Stock, Series A, $0.80 per share
|
|
12
|
|
|
12
|
|
|
12
|
|
|||
Cumulative Preferred Stock, Series $0.90, $0.90 per share
|
|
26
|
|
|
26
|
|
|
26
|
|
|||
Common Stock:
|
|
|
|
|
|
|
||||||
$1.01, $0.98 and $0.96 per Common Share in 2014, 2013 and 2012, respectively
|
|
11,188
|
|
|
10,758
|
|
|
8,467
|
|
|||
Total Dividends Declared
|
|
11,226
|
|
|
10,796
|
|
|
8,505
|
|
|||
Balance, end of year
|
|
$
|
69,370
|
|
|
$
|
59,277
|
|
|
$
|
51,804
|
|
|
|
Interest Rate Swap
|
|
Unrealized Gains on Investments
|
|
Defined Benefit Items
|
|
Total
|
||||||||
Balance as of January 1, 2013 (a)
|
|
$
|
(41
|
)
|
|
$
|
69
|
|
|
$
|
(1,356
|
)
|
|
$
|
(1,328
|
)
|
Other Comprehensive Income Before Reclassification
|
|
—
|
|
|
165
|
|
|
672
|
|
|
837
|
|
||||
Amounts Reclassified from AOCI
|
|
41
|
|
|
25
|
|
|
310
|
|
|
376
|
|
||||
Net current-period Other Comprehensive Income
|
|
41
|
|
|
190
|
|
|
982
|
|
|
1,213
|
|
||||
Balance as of December 31, 2013
|
|
$
|
—
|
|
|
$
|
259
|
|
|
$
|
(374
|
)
|
|
$
|
(115
|
)
|
Other Comprehensive Income Before Reclassification
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(1,748
|
)
|
|
$
|
(1,746
|
)
|
Amounts Reclassified from AOCI
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
221
|
|
|
$
|
258
|
|
Net current-period Other Comprehensive Income
|
|
—
|
|
|
39
|
|
|
(1,527
|
)
|
|
(1,488
|
)
|
||||
Balance as of December 31, 2014
|
|
$
|
—
|
|
|
$
|
298
|
|
|
$
|
(1,901
|
)
|
|
$
|
(1,603
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.
|
Details about Other AOCI Components
|
|
Amounts Reclassified from AOCI for the Year Ended December 31, 2014(a)
|
|
Amounts Reclassified from AOCI for the Year Ended December 31, 2013(a)
|
|
Affected Line Items on Income Statement
|
||
Amortization of Cash Flow Hedging Instrument
|
|
—
|
|
|
29
|
|
|
Other Income
|
Tax benefit
|
|
—
|
|
|
12
|
|
|
Other Income
|
Total Reclassified from AOCI
|
|
—
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
||
Realized Gains on Investments
|
|
55
|
|
|
38
|
|
|
Other Income
|
Tax expense
|
|
(18
|
)
|
|
(13
|
)
|
|
Other Income
|
Total Reclassified from AOCI
|
|
37
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
||
Amortization of Recognized Net Gain from Defined Benefit Items
|
|
335
|
|
|
470
|
|
|
Other Income (b)
|
Tax expense
|
|
(114
|
)
|
|
(160
|
)
|
|
Other Income
|
Total Reclassified from AOCI
|
|
221
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
||
Total Reclassifications for the period, net of tax
|
|
258
|
|
|
376
|
|
|
|
|
|
|
|
|
|
|
||
(a) Amounts in parentheses indicate loss/expense.
|
||||||||
(b) Included in computation of net periodic pension cost (see Note 12 for additional details).
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Type:
|
|
|
|
|
|
|
|
||||||||
Company owned life insurance
|
$
|
—
|
|
|
$
|
2,977
|
|
|
$
|
—
|
|
|
$
|
2,977
|
|
Money Market Fund
|
166
|
|
|
—
|
|
|
—
|
|
|
166
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Funds (1)
|
1,790
|
|
|
—
|
|
|
—
|
|
|
1,790
|
|
||||
Total
|
$
|
1,956
|
|
|
$
|
2,977
|
|
|
$
|
—
|
|
|
$
|
4,933
|
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Type:
|
|
|
|
|
|
|
|
||||||||
Company owned life insurance
|
$
|
—
|
|
|
$
|
2,843
|
|
|
$
|
—
|
|
|
$
|
2,843
|
|
Money Market Fund
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Funds (1)
|
1,528
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
||||
Total
|
$
|
1,590
|
|
|
$
|
2,843
|
|
|
$
|
—
|
|
|
$
|
4,433
|
|
(1)
|
Mutual funds consisting primarily of equity securities.
|
|
2014
|
|
2013
|
||||||
Connecticut Water Service, Inc.:
|
|
|
|
||||||
4.09%
|
|
Term Loan Note and Supplement A, Due 2027
|
$
|
15,466
|
|
|
$
|
16,420
|
|
The Connecticut Water Company:
|
|
|
|
||||||
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
|
|
||
5.10%
|
|
2009 A Series, Due 2039
|
19,950
|
|
|
19,950
|
|
||
5.00%
|
|
2011 A Series, Due 2021
|
23,483
|
|
|
23,602
|
|
||
3.16%
|
|
CoBank Note Payable, Due 2020
|
8,000
|
|
|
8,000
|
|
||
3.51%
|
|
CoBank Note Payable, Due 2022
|
14,795
|
|
|
14,795
|
|
||
4.29%
|
|
CoBank Note Payable, Due 2028
|
17,020
|
|
|
17,020
|
|
||
4.72%
|
|
CoBank Note Payable, Due 2032
|
14,795
|
|
|
14,795
|
|
||
4.75%
|
|
CoBank Note Payable, Due 2033
|
14,550
|
|
|
14,550
|
|
||
Total The Connecticut Water Company
|
134,643
|
|
|
134,762
|
|
||||
The Maine Water Company:
|
|
|
|
||||||
8.95%
|
|
1994 Series G, Due 2024
|
9,000
|
|
|
9,000
|
|
||
2.68%
|
|
1999 Series J, Due 2019
|
424
|
|
|
474
|
|
||
0.00%
|
|
2001 Series K, Due 2031
|
698
|
|
|
739
|
|
||
2.58%
|
|
2002 Series L, Due 2022
|
83
|
|
|
90
|
|
||
1.53%
|
|
2003 Series M, Due 2023
|
381
|
|
|
401
|
|
||
1.73%
|
|
2004 Series N, Due 2024
|
431
|
|
|
451
|
|
||
0.00%
|
|
2004 Series O, Due 2034
|
133
|
|
|
140
|
|
||
1.76%
|
|
2006 Series P, Due 2026
|
431
|
|
|
451
|
|
||
1.57%
|
|
2009 Series R, Due 2029
|
237
|
|
|
242
|
|
||
0.00%
|
|
2009 Series S, Due 2029
|
672
|
|
|
717
|
|
||
0.00%
|
|
2009 Series T, Due 2029
|
1,886
|
|
|
2,012
|
|
||
0.00%
|
|
2012 Series U, Due 2042
|
165
|
|
|
171
|
|
||
1.00%
|
|
2013 Series V, Due 2033
|
1,385
|
|
|
1,410
|
|
||
2.52%
|
|
CoBank Note Payable, Due 2017
|
1,965
|
|
|
1,965
|
|
||
4.24%
|
|
CoBank Note Payable, Due 2024
|
4,500
|
|
|
—
|
|
||
6.45%
|
|
Series M, Due 2014
|
—
|
|
|
2,700
|
|
||
7.72%
|
|
Series L, Due 2018
|
2,250
|
|
|
2,250
|
|
||
2.40%
|
|
Series N, Due 2022
|
1,251
|
|
|
1,297
|
|
||
1.86%
|
|
Series O, Due 2025
|
846
|
|
|
862
|
|
||
2.23%
|
|
Series P, Due 2028
|
1,354
|
|
|
1,354
|
|
||
Various
|
|
Various Capital Leases
|
37
|
|
|
70
|
|
||
Total The Maine Water Company
|
28,129
|
|
|
26,796
|
|
||||
Add: Acquisition Fair Value Adjustment
|
820
|
|
|
1,185
|
|
||||
Less: Current Portion
|
(2,457
|
)
|
|
(4,121
|
)
|
||||
Total Long-Term Debt
|
$
|
176,601
|
|
|
$
|
175,042
|
|
2015
|
|
$
|
2,457
|
|
2016
|
|
$
|
2,511
|
|
2017
|
|
$
|
4,526
|
|
2018
|
|
$
|
5,006
|
|
2019
|
|
$
|
2,856
|
|
(in thousands, except share data)
|
|
2014
|
|
2013
|
||||
Connecticut Water Service, Inc.
|
|
|
|
|
||||
Cumulative Series A Voting, $20 Par Value; Authorized, Issued and Outstanding 15,000 Shares
|
|
$
|
300
|
|
|
$
|
300
|
|
Cumulative Series $0.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares, Issued and Outstanding 29,499
|
|
472
|
|
|
472
|
|
||
Total Preferred Stock
|
|
$
|
772
|
|
|
$
|
772
|
|
(in thousands)
|
2014
|
|
2013
|
||||
Land
|
$
|
13,133
|
|
|
$
|
12,656
|
|
Source of supply
|
35,435
|
|
|
34,007
|
|
||
Pumping
|
35,754
|
|
|
36,334
|
|
||
Water treatment
|
80,291
|
|
|
76,808
|
|
||
Transmission and distribution
|
463,491
|
|
|
431,662
|
|
||
General
|
60,876
|
|
|
52,269
|
|
||
Held for future use
|
438
|
|
|
438
|
|
||
Acquisition Adjustment
|
(3,764
|
)
|
|
(4,470
|
)
|
||
Total
|
$
|
685,654
|
|
|
$
|
639,704
|
|
(in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Municipal Property Taxes
|
|
$
|
7,659
|
|
|
$
|
7,031
|
|
|
$
|
6,567
|
|
Payroll Taxes
|
|
1,372
|
|
|
1,157
|
|
|
1,132
|
|
|||
Total Taxes Other than Income Taxes
|
|
$
|
9,031
|
|
|
$
|
8,188
|
|
|
$
|
7,699
|
|
(in thousands)
|
2014
|
|
2013
|
||||
Defined Benefit Pension Plan
|
$
|
18,180
|
|
|
$
|
7,320
|
|
Post Retirement Benefit Other than Pension
|
7,162
|
|
|
5,245
|
|
||
Supplemental Executive Retirement Plan
|
8,440
|
|
|
6,176
|
|
||
Deferred Compensation
|
1,944
|
|
|
1,775
|
|
||
Other Long-Term Compensation
|
22
|
|
|
135
|
|
||
Total Long-Term Compensation Arrangements
|
$
|
35,748
|
|
|
$
|
20,651
|
|
|
2014
|
|
2013
|
||
Equity
|
65
|
%
|
|
65
|
%
|
Fixed Income
|
35
|
%
|
|
35
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
Pension Benefits
(in thousands)
|
2014
|
|
2013
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
64,164
|
|
|
$
|
66,501
|
|
Addition of Biddeford & Saco
|
—
|
|
|
4,076
|
|
||
Service cost
|
1,829
|
|
|
2,201
|
|
||
Interest cost
|
3,087
|
|
|
2,781
|
|
||
Actuarial loss (gain)
|
13,221
|
|
|
(8,154
|
)
|
||
Benefits paid
|
(2,402
|
)
|
|
(3,241
|
)
|
||
Administrative expenses
|
(84
|
)
|
|
—
|
|
||
Benefit obligation, end of year
|
$
|
79,815
|
|
|
$
|
64,164
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value, beginning of year
|
$
|
56,844
|
|
|
$
|
45,406
|
|
Addition of Biddeford & Saco
|
—
|
|
|
2,984
|
|
||
Actual return on plan assets
|
3,851
|
|
|
9,075
|
|
||
Employer contributions
|
3,426
|
|
|
2,620
|
|
||
Benefits paid
|
(2,402
|
)
|
|
(3,241
|
)
|
||
Administrative expenses
|
(84
|
)
|
|
—
|
|
||
Fair value, end of year
|
$
|
61,635
|
|
|
$
|
56,844
|
|
Funded Status
|
$
|
(18,180
|
)
|
|
$
|
(7,320
|
)
|
Amount Recognized in Consolidated Balance Sheets Consisted of:
|
|
|
|
|
|
||
Non-current asset
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
||
Non-current liability
|
(18,180
|
)
|
|
(7,320
|
)
|
||
Net amount recognized
|
$
|
(18,180
|
)
|
|
$
|
(7,320
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31:
|
2014
|
|
2013
|
||
Discount rate
|
3.95
|
%
|
|
4.90
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
3.50
|
%
|
Weighted-average assumptions used to determine net periodic cost for years ended December 31:
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
4.90
|
%
|
|
4.05
|
%
|
|
4.60
|
%
|
Expected long-term return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Pension Benefits
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Components of net periodic benefit costs
|
|
|
|
|
|
||||||
Service cost
|
$
|
1,829
|
|
|
$
|
2,201
|
|
|
$
|
2,020
|
|
Interest cost
|
3,087
|
|
|
2,781
|
|
|
2,570
|
|
|||
Expected return on plan assets
|
(3,567
|
)
|
|
(3,195
|
)
|
|
(2,693
|
)
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Net transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Prior service cost
|
73
|
|
|
74
|
|
|
74
|
|
|||
Net loss
|
1,319
|
|
|
2,250
|
|
|
1,753
|
|
|||
Net Periodic Pension Benefit Costs
|
$
|
2,741
|
|
|
$
|
4,111
|
|
|
$
|
3,724
|
|
Pension Benefits
(in thousands)
|
2014
|
|
2013
|
||||
Change in net (gain) loss
|
$
|
11,906
|
|
|
$
|
(13,154
|
)
|
Change in prior service cost
|
—
|
|
|
—
|
|
||
Amortization of transition obligation
|
—
|
|
|
—
|
|
||
Amortization of prior service cost
|
(73
|
)
|
|
(74
|
)
|
||
Amortization of net loss
|
(1,205
|
)
|
|
(2,006
|
)
|
||
Total recognized to Regulatory Asset
|
$
|
10,628
|
|
|
$
|
(15,234
|
)
|
Pension Benefits
(in thousands)
|
2014
|
|
2013
|
||||
Change in net (gain) loss
|
$
|
1,031
|
|
|
$
|
1,002
|
|
Change in prior service cost
|
—
|
|
|
—
|
|
||
Amortization of transition obligation
|
—
|
|
|
—
|
|
||
Amortization of prior service cost
|
—
|
|
|
—
|
|
||
Amortization of net loss
|
(114
|
)
|
|
(56
|
)
|
||
Total recognized to Other Comprehensive Income
|
$
|
917
|
|
|
$
|
946
|
|
Amounts Recognized as a Regulatory Asset at December 31:
(in thousands)
|
2014
|
|
2013
|
||||
Transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
102
|
|
|
176
|
|
||
Net loss
|
13,611
|
|
|
2,909
|
|
||
Total Recognized as a Regulatory Asset
|
$
|
13,713
|
|
|
$
|
3,085
|
|
Amounts Recognized in Other Comprehensive Income at December 31:
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss
|
2,401
|
|
|
1,484
|
|
|
538
|
|
|||
Total Recognized in Other Comprehensive Income
|
$
|
2,401
|
|
|
$
|
1,484
|
|
|
$
|
538
|
|
Estimated Net Periodic Benefit Cost Amortizations for the periods January 1 - December 31,:
(in thousands)
|
2015
|
||
Amortization of transition obligation
|
$
|
—
|
|
Amortization of prior service cost
|
17
|
|
|
Amortization of net loss
|
2,755
|
|
|
Total Estimated Net Periodic Benefit Cost Amortizations
|
$
|
2,772
|
|
|
2014
|
|
2013
|
||
Equity
|
65
|
%
|
|
65
|
%
|
Fixed Income
|
35
|
%
|
|
35
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market Fund
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
||||||
Fixed Income Funds (1)
|
21,330
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
39,876
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
61,635
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market Fund
|
$
|
3,297
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
||||||
Fixed Income Funds (1)
|
16,533
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
37,014
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
56,844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Mutual funds consisting primarily of fixed income securities.
|
(2)
|
Mutual funds consisting primarily of equity securities.
|
(in thousands)
|
|
||
2015
|
$
|
3,797
|
|
2016
|
3,866
|
|
|
2017
|
4,219
|
|
|
2018
|
4,284
|
|
|
2019
|
4,756
|
|
|
Years 2020 – 2024
|
25,683
|
|
PBOP Benefits
(in thousands)
|
2014
|
|
2013
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
13,257
|
|
|
$
|
13,322
|
|
Service cost
|
494
|
|
|
674
|
|
||
Interest cost
|
625
|
|
|
505
|
|
||
Plan participant contributions
|
123
|
|
|
107
|
|
||
Actuarial (gain)
|
1,379
|
|
|
(821
|
)
|
||
Benefits paid
|
(345
|
)
|
|
(530
|
)
|
||
Benefit obligation, end of year
|
$
|
15,533
|
|
|
$
|
13,257
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value, beginning of year
|
$
|
8,064
|
|
|
$
|
7,133
|
|
Actual return on plan assets
|
572
|
|
|
1,345
|
|
||
Employer contributions
|
15
|
|
|
9
|
|
||
Plan participant contributions
|
123
|
|
|
107
|
|
||
Benefits paid
|
(345
|
)
|
|
(530
|
)
|
||
Fair value, end of year
|
$
|
8,429
|
|
|
$
|
8,064
|
|
Funded Status
|
$
|
(7,104
|
)
|
|
$
|
(5,193
|
)
|
Amount Recognized in Consolidated Balance Sheets Consisted of:
|
|
|
|
|
|
||
Non-current asset
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
||
Non-current liability
|
(7,104
|
)
|
|
(5,193
|
)
|
||
Net amount recognized
|
$
|
(7,104
|
)
|
|
$
|
(5,193
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31:
|
2014
|
|
2013
|
||
Discount rate
|
3.80
|
%
|
|
4.80
|
%
|
Weighted-average assumptions used to determine net periodic cost for years ended December 31:
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
4.80
|
%
|
|
3.80
|
%
|
|
4.40
|
%
|
Expected long-term return on plan assets
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
PBOP Benefits
(in thousands)
|
2014
|
|
2013
|
|
2012
|
||||||
Components of net periodic benefit costs
|
|
|
|
|
|
||||||
Service cost
|
$
|
494
|
|
|
$
|
674
|
|
|
$
|
548
|
|
Interest cost
|
625
|
|
|
505
|
|
|
538
|
|
|||
Expected return on plan assets
|
(305
|
)
|
|
(290
|
)
|
|
(269
|
)
|
|||
Other
|
225
|
|
|
225
|
|
|
225
|
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Prior service credit
|
(806
|
)
|
|
(806
|
)
|
|
(806
|
)
|
|||
Recognized net loss
|
344
|
|
|
433
|
|
|
615
|
|
|||
Net Periodic Post Retirement Benefit Costs
|
$
|
577
|
|
|
$
|
741
|
|
|
$
|
851
|
|
PBOP Benefits
(in thousands)
|
2014
|
|
2013
|
||||
Change in net loss (gain)
|
$
|
1,112
|
|
|
$
|
(1,876
|
)
|
Change in transition credit
|
—
|
|
|
—
|
|
||
Amortization of transition obligation
|
—
|
|
|
—
|
|
||
Amortization of prior service credit
|
806
|
|
|
806
|
|
||
Amortization of net loss
|
(344
|
)
|
|
(433
|
)
|
||
Other regulatory amortization
|
(236
|
)
|
|
(236
|
)
|
||
Total recognized to Regulatory Asset
|
$
|
1,338
|
|
|
$
|
(1,739
|
)
|
Amounts Recognized as a Regulatory Asset at December 31:
(in thousands)
|
2014
|
|
2013
|
||||
Transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
Prior service credit
|
(1,153
|
)
|
|
(1,960
|
)
|
||
Net loss
|
3,050
|
|
|
2,281
|
|
||
Other regulatory asset
|
729
|
|
|
967
|
|
||
Total Recognized as a Regulatory Asset
|
$
|
2,626
|
|
|
$
|
1,288
|
|
Estimated Benefit Cost Amortizations for the periods January 1 - December 31,:
(in thousands)
|
2015
|
||
Amortization of transition obligation
|
$
|
—
|
|
Amortization of prior service credit
|
(571
|
)
|
|
Amortization of net loss
|
444
|
|
|
Total Estimated Net Periodic Benefit Cost Amortizations
|
$
|
(127
|
)
|
Assumed health care cost trend rates at December 31:
|
2014
|
|
2013
|
||||||||
|
Medical
|
|
Dental
|
|
Medical
|
|
Dental
|
||||
Health care cost trend rate assumed for next year
(1)
|
9.0
|
%
|
|
9.0
|
%
|
|
9.5
|
%
|
|
9.5
|
%
|
Rate to which the cost trend rate is assumed to decline
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate trend rate
|
2023
|
|
|
2023
|
|
|
2023
|
|
|
2023
|
|
(in thousands)
|
1 Percentage-Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
85
|
|
|
$
|
(75
|
)
|
Effect on post-retirement benefit obligation
|
$
|
1,038
|
|
|
$
|
(918
|
)
|
|
2014
|
|
2013
|
||
Equity
|
71
|
%
|
|
69
|
%
|
Fixed Income
|
29
|
%
|
|
31
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
|
|||
Fixed Income Funds (1)
|
2,378
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
5,989
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
8,429
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
|
|||
Fixed Income Funds (1)
|
2,299
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
5,536
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
8,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Mutual funds consisting primarily of fixed income securities.
|
(2)
|
Mutual funds consisting primarily of equity securities.
|
(in thousands)
|
|
||
2015
|
$
|
444
|
|
2016
|
514
|
|
|
2017
|
600
|
|
|
2018
|
670
|
|
|
2019
|
744
|
|
|
Years 2019 – 2023
|
4,956
|
|
|
2013
|
|
2012
|
||||||||||
|
Shares
|
|
Weighted Average Exercise Price
|
|
Shares
|
|
Weighted Average Exercise Price
|
||||||
Options:
|
|
|
|
|
|
|
|
||||||
Outstanding, beginning of year
|
7,744
|
|
|
$
|
29.05
|
|
|
30,979
|
|
|
$
|
27.63
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(7,744
|
)
|
|
29.05
|
|
|
(23,235
|
)
|
|
27.16
|
|
||
Outstanding, end of year
|
—
|
|
|
$
|
—
|
|
|
7,744
|
|
|
$
|
29.05
|
|
Exercisable, end of year
|
—
|
|
|
$
|
—
|
|
|
7,744
|
|
|
$
|
29.05
|
|
|
2014
|
|
2013
|
||||||||||
|
Number of Shares
|
|
Grant Date Weighted Average Fair Value
|
|
Number of Shares
|
|
Grant Date Weighted Average Fair Value
|
||||||
Non-vested at beginning of year
|
46,479
|
|
|
$
|
29.43
|
|
|
42,177
|
|
|
$
|
28.34
|
|
Granted
|
24,973
|
|
|
34.70
|
|
|
28,198
|
|
|
29.76
|
|
||
Vested
|
(28,184
|
)
|
|
29.07
|
|
|
(23,756
|
)
|
|
27.88
|
|
||
Forfeited
|
(2,299
|
)
|
|
34.00
|
|
|
(140
|
)
|
|
29.22
|
|
||
Non-vested at end of year
|
40,969
|
|
|
$
|
32.63
|
|
|
46,479
|
|
|
$
|
29.43
|
|
(in thousands)
|
Revenues
|
|
Depreciation
|
|
Other Operating Expenses
|
|
Other Income (Deductions)
|
|
Interest Expense (net of AFUDC)
|
|
Income Taxes
|
|
Net Income (Loss)
|
||||||||||||||
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Water Activities
|
$
|
95,516
|
|
|
$
|
11,784
|
|
|
$
|
53,614
|
|
|
$
|
(1,096
|
)
|
|
$
|
5,997
|
|
|
$
|
3,227
|
|
|
$
|
19,798
|
|
Real Estate Transactions
|
243
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
50
|
|
|||||||
Services and Rentals
|
5,784
|
|
|
5
|
|
|
3,340
|
|
|
—
|
|
|
—
|
|
|
968
|
|
|
1,471
|
|
|||||||
Total
|
$
|
101,543
|
|
|
$
|
11,789
|
|
|
$
|
57,115
|
|
|
$
|
(1,096
|
)
|
|
$
|
5,997
|
|
|
$
|
4,227
|
|
|
$
|
21,319
|
|
For the year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Water Activities
|
$
|
93,000
|
|
|
$
|
10,792
|
|
|
$
|
52,878
|
|
|
$
|
(661
|
)
|
|
$
|
5,764
|
|
|
$
|
6,112
|
|
|
$
|
16,793
|
|
Real Estate Transactions
|
95
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(7
|
)
|
|||||||
Services and Rentals
|
5,862
|
|
|
4
|
|
|
3,405
|
|
|
—
|
|
|
(12
|
)
|
|
982
|
|
|
1,483
|
|
|||||||
Total
|
$
|
98,957
|
|
|
$
|
10,796
|
|
|
$
|
56,386
|
|
|
$
|
(661
|
)
|
|
$
|
5,752
|
|
|
$
|
7,093
|
|
|
$
|
18,269
|
|
For the year ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Water Activities
|
$
|
85,325
|
|
|
$
|
9,782
|
|
|
$
|
48,153
|
|
|
$
|
(1,760
|
)
|
|
$
|
8,343
|
|
|
$
|
6,022
|
|
|
$
|
11,265
|
|
Real Estate Transactions
|
1,450
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|
951
|
|
|||||||
Services and Rentals
|
5,786
|
|
|
7
|
|
|
3,439
|
|
|
—
|
|
|
(13
|
)
|
|
929
|
|
|
1,424
|
|
|||||||
Total
|
$
|
92,561
|
|
|
$
|
9,789
|
|
|
$
|
51,711
|
|
|
$
|
(1,760
|
)
|
|
$
|
8,330
|
|
|
$
|
7,331
|
|
|
$
|
13,640
|
|
At December 31 (in thousands):
|
2014
|
|
2013
|
||||
Total Plant and Other Investments:
|
|
|
|
||||
Water
|
$
|
514,606
|
|
|
$
|
478,560
|
|
Non-Water
|
605
|
|
|
704
|
|
||
Total Plant and Other Investments
|
515,211
|
|
|
479,264
|
|
||
Other Assets:
|
|
|
|
||||
Water
|
152,929
|
|
|
136,246
|
|
||
Non-Water
|
3,049
|
|
|
15,301
|
|
||
Total Other Assets
|
155,978
|
|
|
151,547
|
|
||
Total Assets
|
$
|
671,189
|
|
|
$
|
630,811
|
|
|
Maine Water
|
|
BSWC
|
||||
Net Utility Plant
|
$
|
50,877
|
|
|
$
|
19,411
|
|
Cash and Cash Equivalents
|
1,607
|
|
|
14
|
|
||
Accounts Receivable, net
|
974
|
|
|
628
|
|
||
Prepayments and Other Current Assets
|
1,819
|
|
|
545
|
|
||
Goodwill
|
20,369
|
|
|
7,708
|
|
||
Deferred Charges and Other Costs
|
4,498
|
|
|
554
|
|
||
Total Assets Acquired
|
$
|
80,144
|
|
|
$
|
28,860
|
|
|
|
|
|
|
|||
Long-Term Debt, including current portion
|
$
|
18,259
|
|
|
$
|
9,263
|
|
Accounts Payable and Accrued Expenses
|
1,137
|
|
|
254
|
|
||
Other Current Liabilities
|
1,453
|
|
|
1,076
|
|
||
Advances for Construction
|
1,186
|
|
|
714
|
|
||
Contributions in Aid of Construction
|
8,886
|
|
|
2,568
|
|
||
Deferred Federal and State Income Taxes
|
8,046
|
|
|
1,668
|
|
||
Other Long-Term Liabilities
|
4,152
|
|
|
1,305
|
|
||
Total Liabilities Assumed
|
$
|
43,119
|
|
|
$
|
16,848
|
|
|
|
|
|
|
|
||
Net Assets Acquired
|
$
|
37,025
|
|
|
$
|
12,012
|
|
|
2012
|
||
Operating Revenues
|
$
|
87,931
|
|
Other Water Activities Revenues
|
1,487
|
|
|
Real Estate Revenues
|
1,450
|
|
|
Service and Rentals Revenues
|
5,914
|
|
|
Total Revenues
|
$
|
96,782
|
|
|
|
||
Net Income
|
$
|
13,801
|
|
|
|
||
Basic Earnings per Average Share Outstanding
|
$
|
1.57
|
|
Diluted Earnings per Average Share Outstanding
|
$
|
1.55
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Operating Revenues
|
$
|
20,260
|
|
|
$
|
19,729
|
|
|
$
|
25,459
|
|
|
$
|
22,545
|
|
|
$
|
27,554
|
|
|
$
|
27,632
|
|
|
$
|
20,747
|
|
|
$
|
21,575
|
|
Total Utility Operating Income
|
4,089
|
|
|
3,565
|
|
|
8,479
|
|
|
5,438
|
|
|
9,682
|
|
|
10,249
|
|
|
3,747
|
|
|
3,597
|
|
||||||||
Net Income
|
2,986
|
|
|
2,613
|
|
|
7,490
|
|
|
4,310
|
|
|
8,448
|
|
|
9,442
|
|
|
2,395
|
|
|
1,904
|
|
||||||||
Basic Earnings per Common Share
|
0.27
|
|
|
0.24
|
|
|
0.69
|
|
|
0.40
|
|
|
0.78
|
|
|
0.87
|
|
|
0.21
|
|
|
0.17
|
|
||||||||
Diluted Earnings per Common Share
|
0.27
|
|
|
0.24
|
|
|
0.67
|
|
|
0.39
|
|
|
0.76
|
|
|
0.86
|
|
|
0.21
|
|
|
0.17
|
|
Exhibit
Number
|
Description
|
3.1
|
Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated May 11, 1998 (Exhibit 3.1 to Form 10-K for year ended 12/31/98).
|
3.2
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated August 27, 1998 (Exhibit 3 to Form 8-K filed September 25, 1998).
|
3.3*
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated August 6, 2001.
|
3.4
|
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 3/31/03).
|
3.5
|
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).
|
3.6
|
By-Laws, as amended, of Connecticut Water Service, Inc. as amended and restated as of August 16, 2007. (Exhibit 3.1 to Form 8-K filed on August 21, 2007).
|
4.1
|
Bond Purchase Agreement dated as of March 12, 2004, among The Connecticut Water Company and A.G. Edwards & Sons, Inc. (Exhibit 4.18 to Form 10-Q for the quarter ended 3/31/04).
|
4.2
|
Indenture of Trust, dated as of March 1, 2004, between The Connecticut Water Company and U.S. Bank National Association, as Trustee. (Exhibit 4.19 to Form 10-Q for the quarter ended 3/31/04).
|
4.3
|
Reimbursement and Credit Agreement, dated as of March 1, 2004, between The Connecticut Water Company and Citizen’s Bank of Rhode Island. (Exhibit 4.20 to Form 10-Q for the quarter ended 3/31/04).
|
4.4
|
Letter of Credit issued by Citizen’s Bank of Rhode Island, dated as of March 4, 2004. (Exhibit 4.21 to Form 10-Q for the quarter ended 3/31/04).
|
4.5
|
Agreement No. DWSRF 200103-C Project Loan Agreement between the State of Connecticut and Unionville Water Company under the Drinking Water State Revolving Fund (DWSRF) Program, dated as of April 19, 2004. (Exhibit 4.22 to Form 10-Q for the quarter ended 6/30/04).
|
4.6
|
Collateral Assignment of Water Service Charges and Right to Receive Water Service Expense Assessments and Security Agreement between Unionville Water Company and the State of Connecticut, dated as of June 3, 2004. (Exhibit 4.23 to Form 10-Q for the quarter ended 6/30/04).
|
4.7
|
Bond Purchase Agreement, dated September 1, 2004, among The Connecticut Water Company, Connecticut Development Authority, and A.G. Edwards & Sons, Inc. (Exhibit 4.24 to Form 10-Q for the quarter ended 9/30/04).
|
4.8
|
Indenture of Trust, dated August 1, 2004, between The Connecticut Water Company and U.S. Bank National Association, as Trustee, 2004A Series. (Exhibit 4.25 to Form 10-Q for the quarter ended 9/30/04).
|
4.9
|
Indenture of Trust, dated August 1, 2004, between The Connecticut Water Company and U.S. Bank National Association, as Trustee, 2004B Series. (Exhibit 4.26 to Form 10-Q for the quarter ended 9/30/04).
|
4.10
|
Loan Agreement, dated August 1, 2004, between The Connecticut Water Company and Connecticut Development Authority for 2004 Series. (Exhibit 4.27 to Form 10-Q for the quarter ended 9/30/04).
|
4.11
|
Loan Agreement, dated August 1, 2004, between The Connecticut Water Company and Connecticut Development Authority for 2004B Series. (Exhibit 4.28 to Form 10-Q for the quarter ended 9/30/04).
|
4.12
|
Reimbursement and Credit Agreement, dated as of August 1, 2004, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, 2004A Series. (Exhibit 4.29 to Form 10-Q for the quarter ended 9/30/04).
|
4.13
|
Reimbursement and Credit Agreement, dated as of August 1, 2004, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, 2004B Series. (Exhibit 4.30 to Form 10-Q for the quarter ended 9/30/04).
|
4.14
|
Letters of Credit, each dated September 2, 2004, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, with respect to each of the 2004A and 2004B Series Bonds. (Exhibit 4.31 to Form 10-Q for the quarter ended 9/30/04).
|
4.15
|
First Amendment to Reimbursement and Credit Agreement, dated as of April 28, 2006, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, 2004A Series. (Exhibit 10.1 to Form 10-Q for the period ending 3/31/06).
|
4.16
|
First Amendment to Reimbursement and Credit Agreement, dated as of April 28, 2006, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, 2004B Series. (Exhibit 10.2 to Form 10-Q for the period ending 3/31/06).
|
4.17
|
First Amendment to Reimbursement and Credit Agreement, dated as of April 28, 2006, between The Connecticut Water Company and Citizen’s Bank of Rhode Island, 2004 Series Variable Rate, due 2029. (Exhibit 10.3 to Form 10-Q for the period ending 3/31/06).
|
4.18
|
Second Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 A Series. (Exhibit 10.2 to the Form 10-Q for the period ending June 30, 2009)
|
4.19
|
Second Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 B Series. (Exhibit 10.3 to the Form 10-Q for the period ending June 30, 2009)
|
4.2
|
Second Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 Series Variable Rate, due 2009. (Exhibit 10.4 to the Form 10-Q for the period ending June 30, 2009)
|
4.21
|
Third Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 A Series. (Exhibit 10.5 to the Form 10-Q for the period ending June 30, 2009)
|
4.22
|
Third Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 B Series. (Exhibit 10.6 to the Form 10-Q for the period ending June 30, 2009)
|
4.23
|
Third Amendment to Reimbursement and Credit Agreement, dated as of August 23, 2007 between The Connecticut Water Company and Citizen’s Bank of Rhode Island 2004 Series Variable Rate, due 2009. (Exhibit 10.7 to the Form 10-Q for the period ending June 30, 2009)
|
4.24
|
Bond Purchase Agreement among The Connecticut Water Company, the Connecticut Development Authority and Edward D. Jones &Co., L.P., as underwriter dated December 2, 2009. (Exhibit 4.42 to Form 10-K for the year ended December 31, 2009).
|
4.25
|
Loan Agreement between The Connecticut Water Company and the Connecticut Development Authority, dated as of December 1, 2009. (Exhibit 4.43 to Form 10-K for the year ended December 31, 2009).
|
4.26
|
Indenture of Trust for the Bonds between the Connecticut Development Authority and U.S. Bank National Associations, as Trustee, dated December 1, 2009. (Exhibit 4.44 to Form 10-K for the year ended December 31, 2009).
|
4.27
|
Bond Purchase Agreement among CWC, the Connecticut Development Authority and Janney Montgomery Scott LLC, as underwriter, dated as of December 6, 2011. (Exhibit 4.45 to Form 10-K for the year ended December 31, 2011).
|
4.28
|
Loan Agreement between CWC and the Authority, dated as of December 1, 2011. (Exhibit 4.46 to Form 10-K for the year ended December 31, 2011).
|
4.29
|
Indenture of Trust for the Bonds between the Authority and U.S. Bank National Association, as Trustee, dated as of December 1, 2011. (Exhibit 4.47 to Form 10-K for the year ended December 31, 2011).
|
10.1
|
Directors Deferred Compensation Plan, effective as of January 1, 1980, as amended as of January 1, 2008. (Exhibit 10.7 to Form 8-K filed on January 30, 2008).
|
10.2
|
Second Amendment and Restated Dividend Reinvestment and Common Stock Purchase Plan, as amended and restated as of August 22, 2014. (Exhibit 4 to Form S-3, Registration Statement No. 333-198593, filed on September 5, 2014).
|
10.3
|
Trust Agreement for The Connecticut Water Company Welfare Benefits Plan (VEBA) dated January 1, 1989. (Exhibit 10.21 to Form 10-K for year ended 12/31/89).
|
10.4
|
2004 Performance Stock Program, as of April 23, 2004. (Appendix A to Proxy Statement dated 3/12/04).
|
10.5
|
First Amendment to The Connecticut Water Service, Inc. 2004 Performance Stock Program, dated January 7, 2004. (Exhibit 10.23f to Form 10-K for the year ended 12/31/05).
|
10.6
|
Second Amendment to The Connecticut Water Service, Inc. 2004 Performance Stock Program, dated January 1, 2008. (Exhibit 10.6 to Form 8-K filed on 1/30/08).
|
10.7
|
Connecticut Water Service, Inc. Performance Stock Program Incentive Stock Option Grant Form. (Exhibit 10.1 to Form 10-Q for the quarter ended 9/30/04).
|
10.8
|
Connecticut Water Service, Inc. Performance Stock Program Non-Qualified Stock Option Grant Form. (Exhibit 10.2 to Form 10-Q for the quarter ended 9/30/04).
|
10.9
|
Restricted Stock Agreement, standard form for officers, dated December 1, 2005 (Exhibit 10.1 to Form 8-K dated 1/13/06).
|
10.10
|
Long-Term Performance Award Agreement, standard form for officers, dated January 11, 2006 (Exhibit 10.2 to Form 8-K dated 1/13/06).
|
10.11
|
Performance Award Agreement, standard form for officers, dated January 11, 2006 (Exhibit 10.3 to Form 8-K dated 1/13/06).
|
10.12
|
Connecticut Water Service, Inc. 2014 Performance Stock Program (filed as Appendix A to Company’s definitive proxy statement (DEF 14A) filed on March 28, 2014).
|
10.13
|
Form of Restricted Share Award Agreement for non-employee Directors under the Company’s 2014 Performance Stock Program (Exhibit 10.1 to Form 8-K filed on 5/12/14).
|
10.14*
|
Form of Performance Unit Award Agreement (short-term vesting form) under the Company’s 2014 Performance Stock Program.
|
10.15*
|
Form of Performance Unit Award Agreement (long-term vesting form) under the Company’s 2014 Performance Stock Program.
|
10.16
|
Form of Amended Restated Employment Agreement with the Company’s executive officers (Exhibit 10.19 to Form 10-K for year ended December 31, 2008), including:
a) Peter J. Bancroft
b) David C. Benoit
c) Eric W. Thornburg
d) Maureen P. Westbrook
|
10.17
|
Form of Amended Restated Employment Agreement with the Company’s executive officers (Exhibit 10.20 to Form 10-K for year ended December 31, 2008), including:
a) Kristen A. Johnson
b) Nicholas A. Rinaldi
|
10.18
|
First Amendment to Amended and Restated Employment Agreement between the Company, The Connecticut Water Company and Kristen A. Johnson, dated March 8, 2013 (Exhibit 10.17 to Form 10-K for the year ended December 31, 2012).
|
10.19
|
First Amendment to Employment Agreement between the Company, the Maine Water Company and Judy E. Wallingford, dated March 8, 2013 (Exhibit 10.18 to Form 10-K for the year ended December 31, 2012).
|
10.20
|
Form of First Amendment to Amended and Restated Employment Agreement, is filed herewith (Messrs. Thornburg, Benoit and Bancroft, and Ms. Westbrook) (Exhibit 10.1 to Form 8-K filed on 4/3/14).
|
10.21
|
Form of Second Amendment to Employment Agreement, is filed herewith (Ms. Johnson and Ms. Wallingford) (Exhibit 10.2 to Form 8-K filed on 4/3/14).
|
10.22
|
Form of Amended and Restated Supplemental Executive Retirement Agreement with the Company’s executive officers (Exhibit 10.21 to Form 10-K for year ended December 31, 2008), including:
a) Peter J. Bancroft
b) David C. Benoit
c) Kristen A. Johnson
d) Nicholas A. Rinaldi
e) Eric W. Thornburg
f) Maureen P. Westbrook
|
10.23
|
Form of Amended and Restated Deferred Compensation Agreement with the Company’s executive officers (effective January 1, 2011) (Exhibit 10.20 to Form 10-K for the year ended December 31, 2010), including:
a) Peter J. Bancroft
b) David C. Benoit
c) Kristen A. Johnson
d) Nicholas A. Rinaldi
e) Eric W. Thornburg
f) Maureen P. Westbrook
|
10.24
|
Deferred Compensation Agreement between The Connecticut Water Company and Eric W. Thornburg, dated December 30, 2011 (Exhibit 10.4 to Form 8-K filed on 1/3/12).
|
10.25
|
Form of amendment to Deferred Compensation Agreement, dated as of December 30, 2011, with the following Company officers (Exhibit 10.20b to Form 10-K for the year ended December 31, 2011):
a) David C. Benoit
b) Maureen P. Westbrook
c) Kristen A. Johnson
|
10.26
|
Deferred Compensation Agreement between The Connecticut Water Company and Eric W. Thornburg, dated December 30, 2011. (Exhibit 10.4 to Form 8-K filed on January 3, 2012)
|
10.27
|
Deferred Compensation Agreement between Connecticut Water Service, Inc. and Judy E. Wallingford, dated December 11, 2011, effective January 3, 2012. (Exhibit 20.d of the Form 10-K for the year ended December 31, 2011).
|
10.28
|
Employment agreement among the Company, The Connecticut Water Company and Craig J. Patla, dated April 1, 2014 (Exhibit 10.2 to Form 10-Q filed on 5/8/14).
|
10.29
|
Deferred compensation agreement among the Company, The Connecticut Water Company and Craig J. Patla, dated April 1, 2014 (Exhibit 10.3 to Form 10-Q filed on 5/8/14).
|
10.30
|
Severance Agreement and General Release, dated March 20, 2014, between Terrance P. O’Neill and Connecticut Water Service, Inc. and The Connecticut Water Company (filed as Exhibit 10.1 to Form 10-Q filed on 5/8/14).
|
10.31
|
Master Loan Agreement and Promissory Note between Connecticut Water Service, Inc. and CoBank, ACB, dated June 29, 2009. (Exhibit 10.1 to Form 8-K filed on July 2, 2009)
|
10.32
|
First Amendment to Promissory Note and Supplement, dated July 26, 2011, between Connecticut Water Service, Inc. and CoBank ACB (Exhibit 10.1 to Form 8-K filed on July, 29 2011).
|
10.33
|
Amendment to the Master Loan Agreement between Connecticut Water Service, Inc. and CoBank, ACB, dated January 1, 2012 (Exhibit 10.1 to Form 8-K filed on January, 3 2012).
|
10.34
|
Promissory Note and Single Advance Term Loan Supplement (Loan 1) between Connecticut Water Service, Inc. and CoBank, ACB, dated January 1, 2012 (Exhibit 10.2 to Form 8-K filed on January 3, 2012).
|
10.35
|
Promissory Note and Single Advance Term Loan Supplement (Loan 2) between Connecticut Water Service, Inc. and CoBank, ACB, dated January 1, 2012 (Exhibit 10.3 to Form 8-K filed on January 3, 2012).
|
10.36
|
Amended and Restated Promissory Note and Supplement, by and between the Company and CoBank, ACB, dated August 6, 2014 (filed as Exhibit 10.2 to Form 10-Q filed on 8/8/14).
|
10.37
|
Line of credit agreement dated August 12, 2009 between RBS Citizens, National Association and Connecticut Water Service, Inc. (Exhibit 10.2 to Form 10-Q for the quarter ending September 30, 2009)
|
10.38
|
Letter Amendment dated May 5, 2010 between RBS Citizens, National Association and Connecticut Water Service, Inc. (Exhibit 10.2 to Form 10-Q filed on 5/7/10).
|
10.39
|
Second Amendment to RBS Citizens Line of Credit Agreement, dated June 1, 2011. (Exhibit 10.22 of the Form 10-K for the year ended December 31, 2011)
|
10.40
|
Third Amendment to 2009 Promissory Note and Supplement, between Connecticut Water Service, Inc. and CoBank, dated September 4, 2012 (Exhibit 10.1 to current report on Form 8-K filed on Sept. 10, 2012).
|
10.41
|
First Amendment to 2012 Promissory Note and Supplement, between Connecticut Water Service, Inc. and CoBank, ACB, dated September 4, 2012 (Exhibit 10.2 to current report on Form 8-K filed on Sept. 10, 2012
|
10.42
|
Letter Agreement between Connecticut Water Service, Inc. and RBS Citizens, National Association, dated October 12, 2012 (Exhibit 10.1 to current report on Form 8-K dated Oct. 18, 2012).
|
10.43
|
Third Allonge to Demand Promissory Note, dated October 12, 2012 (Exhibit 10.2 to current report on Form 8-K dated Oct. 18, 2012).
|
10.44
|
Master Loan Agreement between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012 (Exhibit 10.1 to current report on Form 8-K filed on Nov. 2, 2012).
|
10.45
|
Promissory Note and Single Advance Term Loan Supplement (Loan 1) between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012 (Exhibit 10.2 to Form 8-K filed on Nov. 2, 2012).
|
10.46
|
Promissory Note and Single Advance Term Loan Supplement (Loan 2) between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012 (Exhibit 10.3 to Form 8-K filed on Nov. 2, 2012).
|
10.47
|
Promissory Note and Single Advance Term Loan Supplement (Loan 3) between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012 (Exhibit 10.4 to Form 8-K filed on Nov. 2, 2012).
|
10.48
|
Promissory Note and Single Advance Term Loan Supplement (Loan 4) between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012 (Exhibit 10.5 to Form 8-K filed on Nov. 2, 2012).
|
10.49
|
Guarantee of Payment (Limited) by Connecticut Water Service, Inc., dated October 29, 2012 (Exhibit 10.6 to Form 8-K filed on Nov. 2, 2012).
|
10.50
|
Amended and Restated Master Loan Agreement between the Maine Water Company and CoBank, ACB, dated December 1, 2012 and entered into on December 7, 2012 (Exhibit 10.1 to Form 8-K filed on Dec. 7, 2012).
|
10.51
|
Amendment to Amended and Restated Master Loan Agreement by and between the Maine Water Company and CoBank, ACB, dated as of December 22, 2014 (filed as Exhibit 10.2 to Form 8-K filed on 12/30/14).
|
10.52
|
Promissory Note and Single Advance Term Loan Supplement between the Maine Water Company and CoBank, ACB, dated as of December 22, 2014 (filed as Exhibit 10.3 to Form 8-K filed on 12/30/14).
|
10.53
|
Promissory Note and Single Advance Term Loan Supplement between the Maine Water Company and CoBank, ACB, dated December 1, 2012 and entered into on December 7, 2012 (Exhibit 10.2 to Form 8-K filed on Dec. 7, 2012).
|
10.54
|
Promissory Note and Single Advance Term Loan Supplement between The Connecticut Water Company and CoBank, ACB, dated March 5, 2013, is filed herewith (Exhibit 10.1 to Form 8-K filed on March 6, 2013).
|
10.55
|
Amendment to Guarantee of Payment (Limited) by Connecticut Water Service, Inc., dated March 5, 2013(Exhibit 10.2 to Form 8-K filed on March 6, 2013).
|
10.56
|
Loan Agreement by and between The Maine Water Company and Maine Municipal Bond Bank dated June 3, 2013 (Exhibit 10.1 to the Company’s Form 8-K filed on June 4, 2013).
|
10.57
|
Nonstandardized Adoption Agreement Prototype Cash or Deferred Profit-Sharing Plan, effective as of January 1, 2014 (Exhibit 10.36 to Form 10-K for the year ended December 31, 2013).
|
10.58
|
Settlement Agreement between and among The Connecticut Water Company, Office of Consumer Counsel and the Attorney General for the State of Connecticut, dated June 28, 2013 (Exhibit 10.1 to the Company’s Form 8-K filed on July 2, 2013).
|
16.1
|
Letter of PricewaterhouseCoopers, LLP, dated March 18, 2013 (incorporated by reference from Exhibit 16 to the Company’s current report on Form 8-K filed on March 18, 2013).
|
16.2
|
Letter From ParenteBeard LLC to the Securities and Exchange Commission, dated October 2, 2014 (filed as Exhibit 16.1 to Form 8-K filed on 10/2/14).
|
21*
|
Connecticut Water Service, Inc. Subsidiaries Listing.
|
23.1*
|
Consent of Baker Tilly Virchow Krause, LLP, the Company’s current Independent Registered Public Accounting Firm.
|
23.2*
|
Consent of PricewaterhouseCoopers LLP, the Company’s former Independent Registered Public Accounting Firm.
|
24.1*
|
Power of Attorney of the directors of Connecticut Water Service, Inc.
|
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.
|
32.1**
|
Certification of Eric W. Thornburg, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Certification of David C. Benoit, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
Note:
|
Exhibits 10.1 through 10.3, 10.5 through 10.34, and 10.61 set forth each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
|
|
CONNECTICUT WATER SERVICE, INC.
Registrant
|
March 16, 2015
|
By
/s/ Eric W. Thornburg
Eric W. Thornburg
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Eric W. Thornburg
Eric W. Thornburg
|
|
Chairman, President, and Chief Executive Officer (Principal Executive Officer)
|
|
March 16, 2015
|
/s/ David C. Benoit
David C. Benoit
|
|
Senior Vice President – Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
March 16, 2015
|
/s/ Nicholas A. Rinaldi
Nicholas A. Rinaldi
|
|
Controller (Principal Accounting Officer)
|
|
March 16, 2015
|
Signature
|
|
Title
|
|
Date
|
/s/ Mary Ann Hanley*
Mary Ann Hanley
|
|
Director
|
|
March 16, 2015
|
/s/ Heather Hunt*
Heather Hunt
|
|
Director
|
|
March 16, 2015
|
/s/ Richard H. Forde*
Richard H. Forde
|
|
Director
|
|
March 16, 2015
|
/s/ Arthur C. Reeds*
Arthur C. Reeds
|
|
Director
|
|
March 16, 2015
|
/s/ Lisa J. Thibdaue*
Lisa J. Thibdaue
|
|
Director
|
|
March 16, 2015
|
/s/ Carol P. Wallace*
Carol P. Wallace
|
|
Director
|
|
March 16, 2015
|
/s/ Judith E. Wallingford*
Judith E. Wallingford
|
|
Director
|
|
March 16, 2015
|
|
|
|
|
|
* By
/s/ David C. Benoit
David C. Benoit
Attorney-in-fact
|
|
|
|
|
Description
|
Balance Beginning of Year
|
|
Beginning Balance Adjustments
(1)
|
|
Additions Charged to Income
|
|
Deductions From Reserves
(2)
|
|
Balance End of Year
|
||||||||||
Allowance for Uncollectible Accounts
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
$
|
1,127
|
|
|
$
|
—
|
|
|
$
|
549
|
|
|
$
|
474
|
|
|
$
|
1,202
|
|
Year Ended December 31, 2013
|
$
|
1,058
|
|
|
$
|
—
|
|
|
$
|
533
|
|
|
$
|
464
|
|
|
$
|
1,127
|
|
Year Ended December 31, 2012
|
$
|
1,088
|
|
|
$
|
187
|
|
|
$
|
315
|
|
|
$
|
532
|
|
|
$
|
1,058
|
|
1.
|
The name of the corporation is Connecticut Water Service, Inc.
|
2.
|
The text of the amendment is as follows:
|
3.
|
The Board of Directors adopted and approved the amendment on June 12, 2001.
|
4.
|
The Shareholders approved the amendment on August 6, 2001, as follows:
|
Designations
|
|
Number of
Outstanding Shares
|
|
Number of Votes
Entitled to be Cast
|
|
Votes Represented
|
Common
Stock
|
|
5,052,104
|
|
15,156,312
|
|
4,229,314* or 83.7%
|
Cumulative
Preferred Stock:
Series A $20 par value |
|
15,000
|
|
15,000
|
|
10,193 or 67.9%
|
CONNECTICUT WATER SERVICE, INC.
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By
/s/ David C. Benoit
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Name: David C. Benoit
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Title: Vice President, Finance and CFO
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Name
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State of Incorporation
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Registrant:
|
|
Connecticut Water Service, Inc.
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Connecticut
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Subsidiaries:
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The Connecticut Water Company
|
Connecticut
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Chester Realty, Inc.
|
Connecticut
|
New England Water Utility Services, Inc.
|
Connecticut
|
The Barnstable Holding Company
|
Connecticut
|
The Maine Water Company
|
Maine
|
/s/ Eric W. Thornburg
______________
Eric W. Thornburg
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/s/ Richard H. Forde
________________
Richard H. Forde
|
/s/ Mary Ann Hanley
_______________
Mary Ann Hanley
|
/s/ Heather Hunt
___________________
Heather Hunt
|
/s/ Arthur C. Reeds
________________
Arthur C. Reeds
|
/s/ Lisa J. Thibdaue
_________________
Lisa J. Thibdaue
|
/s/ Carol P. Wallace
________________
Carol P. Wallace
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/s/ Judith E. Wallingford
_____________
Judith E. Wallingford
|
|
|
|
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1.
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I have reviewed this annual report on Form 10-K of Connecticut Water Service, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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d.
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Disclosed in the report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
1.
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I have reviewed this annual report on Form 10-K of Connecticut Water Service, Inc.;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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d.
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Disclosed in the report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
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