ý
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Annual Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2015
or
|
o
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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.)
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|
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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
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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
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Smaller Reporting Company
o
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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 29, 2016, for Annual Meeting of Shareholders to be held on May 13, 2016.
|
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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.
|
•
|
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.
|
•
|
Employee Code of Conduct
|
•
|
Audit Committee Charter
|
|
2015
|
|
2014
|
|
2013
|
||||||
Customers:
|
|
|
|
|
|
||||||
Residential
|
110,254
|
|
|
109,662
|
|
|
108,521
|
|
|||
Commercial
|
8,569
|
|
|
8,586
|
|
|
8,502
|
|
|||
Industrial
|
478
|
|
|
484
|
|
|
487
|
|
|||
Public Authority
|
964
|
|
|
943
|
|
|
889
|
|
|||
Fire Protection
|
2,815
|
|
|
2,834
|
|
|
2,798
|
|
|||
Other (including non-metered accounts)
|
553
|
|
|
562
|
|
|
571
|
|
|||
Total
|
123,633
|
|
|
123,071
|
|
|
121,768
|
|
|||
Water Revenues
(in thousands):
|
|
|
|
|
|
|
|
|
|||
Residential
|
$
|
58,439
|
|
|
$
|
57,095
|
|
|
$
|
55,403
|
|
Commercial
|
11,816
|
|
|
11,473
|
|
|
11,238
|
|
|||
Industrial
|
3,229
|
|
|
2,984
|
|
|
3,120
|
|
|||
Public Authority
|
3,193
|
|
|
3,215
|
|
|
2,967
|
|
|||
Fire Protection
|
18,016
|
|
|
17,757
|
|
|
17,337
|
|
|||
Other (including non-metered accounts)
|
1,348
|
|
|
1,496
|
|
|
1,416
|
|
|||
Total
|
$
|
96,041
|
|
|
$
|
94,020
|
|
|
$
|
91,481
|
|
Customer Water Consumption
(millions of gallons):
|
|
|
|
|
|
|
|
|
|||
Residential
|
6,551
|
|
|
6,341
|
|
|
6,209
|
|
|||
Commercial
|
1,941
|
|
|
1,865
|
|
|
1,888
|
|
|||
Industrial
|
777
|
|
|
739
|
|
|
718
|
|
|||
Public Authority
|
503
|
|
|
483
|
|
|
462
|
|
|||
Total
|
9,772
|
|
|
9,428
|
|
|
9,277
|
|
•
|
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; and
|
•
|
Pursuant to the Agreement, a Water System Advisory Committee (“WSAC”) was 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 meets quarterly.
|
Name
|
|
Age in 2016*
|
|
Offices
|
|
Period Held or Prior Position
|
|
Term of Office Expires
|
E. W. Thornburg
|
|
55
|
|
Chairman, President, and Chief Executive Officer
|
|
Held positions since March 2006
|
|
2016 Annual Meeting
|
D. C. Benoit
|
|
59
|
|
Senior Vice President – Finance, Chief Financial Officer and Treasurer
|
|
Held current position or other executive position with the Company since April 1996
|
|
2016 Annual Meeting
|
C. J. Patla
|
|
49
|
|
Vice President – Service Delivery
|
|
Held current position or other engineering position with the Company since June 1990
|
|
2016 Annual Meeting
|
M. P. Westbrook
|
|
57
|
|
Vice President – Customer and Regulatory Affairs
|
|
Held current position or other management position with the Company since September 1988
|
|
2016 Annual Meeting
|
K. A. Johnson
|
|
49
|
|
Vice President – Human Resources and Corporate Secretary
|
|
Held current position or other human resources position with the Company since May 2007
|
|
2016 Annual Meeting
|
J. E. Wallingford
|
|
59
|
|
Division President – The Maine Water Company
|
|
President of The Maine Water Company (and its predecessor companies) since 1993
|
|
2016 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
|
||||||
2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
38.55
|
|
|
$
|
35.07
|
|
|
$
|
0.2575
|
|
Second Quarter
|
37.99
|
|
|
33.20
|
|
|
0.2575
|
|
|||
Third Quarter
|
36.58
|
|
|
33.15
|
|
|
0.2675
|
|
|||
Fourth Quarter
|
39.93
|
|
|
34.15
|
|
|
0.2675
|
|
|||
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
|
|
SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31, (thousands of dollars except per share amounts and where otherwise indicated)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Revenues
|
$
|
96,041
|
|
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
|
$
|
69,402
|
|
Operating Expenses
|
$
|
69,399
|
|
|
$
|
68,856
|
|
|
$
|
69,488
|
|
|
$
|
64,229
|
|
|
$
|
53,842
|
|
Other Utility Income, Net of Taxes
|
$
|
797
|
|
|
$
|
833
|
|
|
$
|
856
|
|
|
$
|
812
|
|
|
$
|
847
|
|
Total Utility Operating Income
|
$
|
27,439
|
|
|
$
|
25,997
|
|
|
$
|
22,849
|
|
|
$
|
20,421
|
|
|
$
|
16,407
|
|
Interest and Debt Expense
|
$
|
6,737
|
|
|
$
|
6,515
|
|
|
$
|
6,130
|
|
|
$
|
8,581
|
|
|
$
|
5,674
|
|
Net Income
|
$
|
22,761
|
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
|
$
|
13,640
|
|
|
$
|
11,300
|
|
Cash Common Stock Dividends Paid
|
$
|
11,715
|
|
|
$
|
11,188
|
|
|
$
|
10,758
|
|
|
$
|
8,467
|
|
|
$
|
8,196
|
|
Dividend Payout Ratio
|
51
|
%
|
|
52
|
%
|
|
59
|
%
|
|
62
|
%
|
|
73
|
%
|
|||||
Weighted Average Common Shares Outstanding
|
10,958,499
|
|
|
10,892,986
|
|
|
10,827,220
|
|
|
8,763,418
|
|
|
8,610,070
|
|
|||||
Basic Earnings Per Common Share from Continuing Operations
|
$
|
2.07
|
|
|
$
|
1.95
|
|
|
$
|
1.68
|
|
|
$
|
1.55
|
|
|
$
|
1.31
|
|
Number of Shares Outstanding at Year End
|
11,192,882
|
|
|
11,124,630
|
|
|
11,038,232
|
|
|
10,939,486
|
|
|
8,755,398
|
|
|||||
ROE on Year End Common Equity
|
10.2
|
%
|
|
10.2
|
%
|
|
9.2
|
%
|
|
7.4
|
%
|
|
9.6
|
%
|
|||||
Declared Common Dividends Per Share
|
$
|
1.05
|
|
|
$
|
1.01
|
|
|
$
|
0.98
|
|
|
$
|
0.96
|
|
|
$
|
0.94
|
|
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stockholders’ Equity
|
$
|
223,977
|
|
|
$
|
209,451
|
|
|
$
|
197,753
|
|
|
$
|
185,349
|
|
|
$
|
118,189
|
|
Long-Term Debt (Consolidated, Excluding Current Maturities)
|
177,654
|
|
|
176,601
|
|
|
175,042
|
|
|
178,475
|
|
|
135,256
|
|
|||||
Preferred Stock
|
772
|
|
|
772
|
|
|
772
|
|
|
772
|
|
|
772
|
|
|||||
Total Capitalization
|
$
|
402,403
|
|
|
$
|
386,824
|
|
|
$
|
373,567
|
|
|
$
|
364,596
|
|
|
$
|
254,217
|
|
Stockholders’ Equity (Includes Preferred Stock)
|
56
|
%
|
|
54
|
%
|
|
53
|
%
|
|
51
|
%
|
|
47
|
%
|
|||||
Long-Term Debt
|
44
|
%
|
|
46
|
%
|
|
47
|
%
|
|
49
|
%
|
|
53
|
%
|
|||||
Net Utility Plant
|
$
|
546,284
|
|
|
$
|
506,939
|
|
|
$
|
471,876
|
|
|
$
|
447,911
|
|
|
$
|
360,027
|
|
Total Assets
|
$
|
716,518
|
|
|
$
|
671,189
|
|
|
$
|
630,811
|
|
|
$
|
578,975
|
|
|
$
|
442,931
|
|
Book Value - Per Common Share
|
$
|
20.01
|
|
|
$
|
18.83
|
|
|
$
|
17.91
|
|
|
$
|
16.94
|
|
|
$
|
13.50
|
|
OPERATING REVENUES BY REVENUE CLASS
|
|
|
|
|
|
|
|
|
|||||||||||
Residential
|
$
|
58,439
|
|
|
$
|
57,095
|
|
|
$
|
55,403
|
|
|
$
|
50,783
|
|
|
$
|
43,656
|
|
Commercial
|
11,816
|
|
|
11,473
|
|
|
11,238
|
|
|
10,138
|
|
|
8,621
|
|
|||||
Industrial
|
3,229
|
|
|
2,984
|
|
|
3,120
|
|
|
3,080
|
|
|
1,817
|
|
|||||
Public Authority
|
3,193
|
|
|
3,215
|
|
|
2,967
|
|
|
2,675
|
|
|
2,253
|
|
|||||
Fire Protection
|
18,016
|
|
|
17,757
|
|
|
17,337
|
|
|
15,592
|
|
|
11,890
|
|
|||||
Other (Including Non-Metered Accounts)
|
1,348
|
|
|
1,496
|
|
|
1,416
|
|
|
1,570
|
|
|
1,165
|
|
|||||
Total Operating Revenues
|
$
|
96,041
|
|
|
$
|
94,020
|
|
|
$
|
91,481
|
|
|
$
|
83,838
|
|
|
$
|
69,402
|
|
Number of Customers (End of Year)
|
123,633
|
|
|
123,071
|
|
|
121,768
|
|
|
121,791
|
|
|
90,023
|
|
|||||
Billed Consumption (Millions of Gallons)
|
9,772
|
|
|
9,428
|
|
|
9,277
|
|
|
8,332
|
|
|
6,616
|
|
|||||
Number of Employees
|
266
|
|
|
265
|
|
|
259
|
|
|
259
|
|
|
198
|
|
•
|
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; and
|
•
|
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;
|
•
|
Pursuant to the Agreement, a Water System Advisory Committee (“WSAC”) was 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 meets quarterly.
|
|
Increase (Decrease) in Pension Expense
|
|
Increase (Decrease) in Post-retirement Expense
|
||||
1% Increase in the discount rate
|
$
|
(1,584,000
|
)
|
|
$
|
(219,000
|
)
|
1% Decrease in the discount rate
|
$
|
1,931,000
|
|
|
$
|
265,000
|
|
|
Gross Construction Expenditures
|
|
Construction Funded by Developers & Others
|
|
Construction Funded by Company
|
||||||
2015
|
$
|
48,555,000
|
|
|
$
|
781,000
|
|
|
$
|
47,774,000
|
|
2014
|
$
|
46,186,000
|
|
|
$
|
1,217,000
|
|
|
$
|
44,969,000
|
|
2013
|
$
|
33,669,000
|
|
|
$
|
952,000
|
|
|
$
|
32,717,000
|
|
2016 (Projected)
|
$
|
65,900,000
|
|
|
**
|
|
|
$
|
65,900,000
|
|
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)
|
|
$
|
178,681
|
|
|
$
|
2,842
|
|
|
$
|
10,201
|
|
|
$
|
6,380
|
|
|
$
|
159,258
|
|
Interest on LTD
|
|
85,795
|
|
|
7,265
|
|
|
13,990
|
|
|
13,149
|
|
|
51,391
|
|
|||||
Operating Lease Obligations
|
|
25
|
|
|
9
|
|
|
15
|
|
|
1
|
|
|
—
|
|
|||||
Purchase Obligations (1) (2) (3) (4) (5)
|
|
87,558
|
|
|
1,516
|
|
|
3,158
|
|
|
3,247
|
|
|
79,637
|
|
|||||
Long-Term Compensation Agreements (6)
|
|
57,253
|
|
|
5,721
|
|
|
11,037
|
|
|
10,901
|
|
|
29,594
|
|
|||||
Total (7) (8)
|
|
$
|
409,312
|
|
|
$
|
17,353
|
|
|
$
|
38,401
|
|
|
$
|
33,678
|
|
|
$
|
319,880
|
|
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 was extended and became effective on November 7, 2015 for a new 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.
|
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
|
|
2015 Net Income
|
|
2014 Net Income
|
|
Increase (Decrease)
|
||||||
Water Operations
|
|
$
|
21,018
|
|
|
$
|
19,798
|
|
|
$
|
1,220
|
|
Real Estate
|
|
349
|
|
|
50
|
|
|
299
|
|
|||
Services and Rentals
|
|
1,394
|
|
|
1,471
|
|
|
(77
|
)
|
|||
Total
|
|
$
|
22,761
|
|
|
$
|
21,319
|
|
|
$
|
1,442
|
|
|
2015
|
|
2014
|
|
Increase (Decrease)
|
||||||
Operating Revenues
|
$
|
96,041
|
|
|
$
|
94,020
|
|
|
$
|
2,021
|
|
Operation and Maintenance
|
48,052
|
|
|
44,445
|
|
|
3,607
|
|
|||
Depreciation
|
12,871
|
|
|
11,784
|
|
|
1,087
|
|
|||
Income Taxes
|
(818
|
)
|
|
3,596
|
|
|
(4,414
|
)
|
|||
Taxes Other than Income Taxes
|
9,294
|
|
|
9,031
|
|
|
263
|
|
|||
Other Utility Income
|
797
|
|
|
833
|
|
|
(36
|
)
|
|||
Other (Deductions) Income
|
(214
|
)
|
|
(202
|
)
|
|
(12
|
)
|
|||
Interest and Debt Expense (net of AFUDC)
|
6,207
|
|
|
5,997
|
|
|
210
|
|
|||
Total Net Income from Water Operations
|
$
|
21,018
|
|
|
$
|
19,798
|
|
|
$
|
1,220
|
|
Expense Components
|
|
2015
|
|
2014
|
|
Increase (Decrease)
|
||||||
Pension
|
|
$
|
4,382
|
|
|
$
|
2,738
|
|
|
$
|
1,644
|
|
Outside services
|
|
4,224
|
|
|
2,594
|
|
|
1,630
|
|
|||
Payroll
|
|
16,110
|
|
|
15,280
|
|
|
830
|
|
|||
Utility costs
|
|
4,126
|
|
|
3,757
|
|
|
369
|
|
|||
Maintenance
|
|
3,567
|
|
|
3,205
|
|
|
362
|
|
|||
Post-retirement medical
|
|
729
|
|
|
575
|
|
|
154
|
|
|||
Investor relations
|
|
770
|
|
|
631
|
|
|
139
|
|
|||
Property and liability insurance
|
|
1,530
|
|
|
1,424
|
|
|
106
|
|
|||
Vehicles
|
|
1,666
|
|
|
1,767
|
|
|
(101
|
)
|
|||
Water treatment (including chemicals)
|
|
2,740
|
|
|
2,936
|
|
|
(196
|
)
|
|||
Customer
|
|
1,494
|
|
|
1,719
|
|
|
(225
|
)
|
|||
Medical
|
|
2,126
|
|
|
2,557
|
|
|
(431
|
)
|
|||
Other benefits
|
|
1,211
|
|
|
1,809
|
|
|
(598
|
)
|
|||
Other
|
|
3,377
|
|
|
3,453
|
|
|
(76
|
)
|
|||
Total
|
|
$
|
48,052
|
|
|
$
|
44,445
|
|
|
$
|
3,607
|
|
▪
|
Pension and post-retirement medical costs increased over the prior year primarily due to a decrease to the discount rate used in determining the 2015 expense. The discount rate selected to calculate the pension and post-retirement medical expenses for 2016 is higher than the rate used for 2015 which will likely cause 2016 pension and post-retirement medical expenses to be lower than 2015 expense;
|
▪
|
Outside services expenses increased in 2015 primarily due to costs associated with Company initiatives surrounding succession planning and risk management and the use of consultants to assist for tax related matters and water quality compliance. Additionally, the Company saw continued costs associated with its ongoing cyber security improvements discussed above. These increases were partially offset by a reduction in legal costs throughout 2015;
|
▪
|
Payroll costs increased in 2015 when compared to 2014 primarily due to regular wage increases;
|
▪
|
Utility costs increased primarily due to increased electrical fees charged by our electric suppliers and higher phone costs in 2015. Theses increases were partially offset by lower costs associated with fuel oil;
|
▪
|
Investor relation fees increased primarily as the result of increased efforts by senior leadership related to investor outreach throughout 2015 and higher expenses related to the Board of Directors; and
|
▪
|
Property and liability insurance costs increased in 2015 due to higher premiums stemming from growth in insurable assets.
|
▪
|
Other benefits decreased in 2015 when compared to 2014 primarily due to reduced costs associated with a non-officer incentive plan and the Company’s performance stock plan offered to officers;
|
▪
|
Medical costs in 2015 were lower than 2014 primarily due to a reduction in medical claims made by employees and their families, partially offset by an increase in the administration of the Company’s medical plan;
|
▪
|
Customer related expenses decreased from 2014 levels due to a reduction in uncollectible accounts during 2015, partially offset by higher customer communication costs; and
|
▪
|
Water treatment costs decreased primarily due to a reduction in laboratory testing costs as a result of Connecticut Water now performing most test internally rather than through an outside vendor and lower costs associated with the disposal of certain treatment by-products. Maine Water has historically handled most of their testing in house.
|
Business Segment
|
|
2014 Net Income
|
|
2013 Net Income (Loss)
|
|
Increase (Decrease)
|
||||||
Water Operations
|
|
$
|
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 Operations
|
$
|
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.
|
(a)
|
|
1
|
|
|
Financial Statements:
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
Index to Consolidated Financial Statements and Schedule
|
|
45
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
46
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
47
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
47
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
48
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
49
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
50
|
|
|
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, 2015, 2014 and 2013
|
|
88
|
|
|
|
|
|
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
|
|
82
|
|
|
|
|
|
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
|
|
45
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
46
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
|
|
47
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
|
|
47
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
48
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
49
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
50
|
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2015, 2014 and 2013
|
|
88
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
||||||
For the Years Ended December 31, (in thousands, except per share data)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating Revenues
|
|
$
|
96,041
|
|
|
$
|
94,020
|
|
|
$
|
91,481
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|||
Operation and Maintenance
|
|
48,052
|
|
|
44,445
|
|
|
44,564
|
|
|||
Depreciation
|
|
12,871
|
|
|
11,784
|
|
|
10,792
|
|
|||
Income Taxes
|
|
(818
|
)
|
|
3,596
|
|
|
5,944
|
|
|||
Taxes Other Than Income Taxes
|
|
9,294
|
|
|
9,031
|
|
|
8,188
|
|
|||
Total Operating Expenses
|
|
69,399
|
|
|
68,856
|
|
|
69,488
|
|
|||
Net Operating Revenues
|
|
26,642
|
|
|
25,164
|
|
|
21,993
|
|
|||
Other Utility Income, Net of Taxes
|
|
797
|
|
|
833
|
|
|
856
|
|
|||
Total Utility Operating Income
|
|
27,439
|
|
|
25,997
|
|
|
22,849
|
|
|||
Other Income (Deductions), Net of Taxes
|
|
|
|
|
|
|
|
|
|
|||
Gain (Loss) on Real Estate Transactions
|
|
349
|
|
|
50
|
|
|
(7
|
)
|
|||
Non-Water Sales Earnings
|
|
1,394
|
|
|
1,471
|
|
|
1,483
|
|
|||
Allowance for Funds Used During Construction
|
|
530
|
|
|
518
|
|
|
366
|
|
|||
Other
|
|
(214
|
)
|
|
(202
|
)
|
|
(292
|
)
|
|||
Total Other Income, Net of Taxes
|
|
2,059
|
|
|
1,837
|
|
|
1,550
|
|
|||
Interest and Debt Expenses
|
|
|
|
|
|
|
|
|
|
|||
Interest on Long-Term Debt
|
|
7,087
|
|
|
7,023
|
|
|
7,200
|
|
|||
Other Interest Income, Net
|
|
(458
|
)
|
|
(573
|
)
|
|
(913
|
)
|
|||
Amortization of Debt Expense and Premium, Net
|
|
108
|
|
|
65
|
|
|
(157
|
)
|
|||
Total Interest and Debt Expenses
|
|
6,737
|
|
|
6,515
|
|
|
6,130
|
|
|||
Net Income
|
|
22,761
|
|
|
21,319
|
|
|
18,269
|
|
|||
Preferred Stock Dividend Requirement
|
|
38
|
|
|
38
|
|
|
38
|
|
|||
Total Net Income Applicable to Common Stock
|
|
$
|
22,723
|
|
|
$
|
21,281
|
|
|
$
|
18,231
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
10,958
|
|
|
10,893
|
|
|
10,827
|
|
|||
Diluted
|
|
11,164
|
|
|
11,091
|
|
|
10,996
|
|
|||
Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
2.07
|
|
|
$
|
1.95
|
|
|
$
|
1.68
|
|
Diluted
|
|
$
|
2.04
|
|
|
$
|
1.92
|
|
|
$
|
1.66
|
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|||
For the Years Ended December 31, (in thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
22,761
|
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
Other Comprehensive (Loss) Income, net of tax
|
|
|
|
|
|
|
|
|
|
|||
Qualified cash flow hedging instrument net of tax benefit of $0, $0 and $12
|
|
|
|
|
|
|
|
|
|
|||
in 2015, 2014, and 2013, respectively
|
|
—
|
|
|
—
|
|
|
41
|
|
|||
Adjustment to post-retirement benefit plans, net of tax (expense)
|
|
|
|
|
|
|
|
|
|
|||
benefit of $(505), $735, and $(398) in 2015, 2014, and 2013, respectively
|
|
765
|
|
|
(1,527
|
)
|
|
982
|
|
|||
Unrealized Investment (loss) gain, net of tax benefit (expense) of $62,
|
|
|
|
|
|
|
|
|
|
|||
$(25) and $(119), in 2015, 2014, and 2013, respectively
|
|
(97
|
)
|
|
39
|
|
|
190
|
|
|||
Other Comprehensive Income (Loss), net of tax
|
|
$
|
668
|
|
|
$
|
(1,488
|
)
|
|
$
|
1,213
|
|
Comprehensive Income
|
|
$
|
23,429
|
|
|
$
|
19,831
|
|
|
$
|
19,482
|
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
||||
December 31, (in thousands, except share amounts)
|
|
2015
|
|
|
2014
|
|
||
ASSETS
|
|
|
|
|
||||
Utility Plant
|
|
$
|
722,447
|
|
|
$
|
685,654
|
|
Construction Work in Progress
|
|
23,298
|
|
|
9,304
|
|
||
|
|
745,745
|
|
|
694,958
|
|
||
Accumulated Provision for Depreciation
|
|
(199,461
|
)
|
|
(188,019
|
)
|
||
Net Utility Plant
|
|
546,284
|
|
|
506,939
|
|
||
Other Property and Investments
|
|
8,126
|
|
|
8,271
|
|
||
Cash and Cash Equivalents
|
|
731
|
|
|
2,475
|
|
||
Accounts Receivable (Less Allowance, 2015 - $947; 2014 - $1,202)
|
|
11,012
|
|
|
11,971
|
|
||
Accrued Unbilled Revenues
|
|
8,259
|
|
|
8,283
|
|
||
Materials and Supplies, at Average Cost
|
|
1,617
|
|
|
1,486
|
|
||
Prepayments and Other Current Assets
|
|
5,410
|
|
|
11,953
|
|
||
Total Current Assets
|
|
27,029
|
|
|
36,168
|
|
||
Restricted Cash
|
|
846
|
|
|
—
|
|
||
Unamortized Debt Issuance Expense
|
|
5,786
|
|
|
6,292
|
|
||
Unrecovered Income Taxes - Regulatory Asset
|
|
77,510
|
|
|
57,331
|
|
||
Pension Benefits - Regulatory Asset
|
|
12,414
|
|
|
13,713
|
|
||
Post-Retirement Benefits Other Than Pension - Regulatory Asset
|
|
468
|
|
|
2,626
|
|
||
Goodwill
|
|
30,427
|
|
|
31,685
|
|
||
Deferred Charges and Other Costs
|
|
7,628
|
|
|
8,164
|
|
||
Total Regulatory and Other Long-Term Assets
|
|
135,079
|
|
|
119,811
|
|
||
Total Assets
|
|
$
|
716,518
|
|
|
$
|
671,189
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
|
||
Common Stockholders’ Equity:
|
|
|
|
|
|
|
||
Common Stock Without Par Value: Authorized - 25,000,000 Shares
|
|
|
|
|
|
|
||
Issued and Outstanding: 2015 - 11,192,882; 2014 - 11,124,630
|
|
$
|
144,534
|
|
|
$
|
141,684
|
|
Retained Earnings
|
|
80,378
|
|
|
69,370
|
|
||
Accumulated Other Comprehensive Loss
|
|
(935
|
)
|
|
(1,603
|
)
|
||
Common Stockholders’ Equity
|
|
223,977
|
|
|
209,451
|
|
||
Preferred Stock
|
|
772
|
|
|
772
|
|
||
Long-Term Debt
|
|
177,654
|
|
|
176,601
|
|
||
Total Capitalization
|
|
402,403
|
|
|
386,824
|
|
||
Current Portion of Long-Term Debt
|
|
2,842
|
|
|
2,457
|
|
||
Interim Bank Loans Payable
|
|
16,085
|
|
|
1,991
|
|
||
Accounts Payable and Accrued Expenses
|
|
11,882
|
|
|
10,019
|
|
||
Accrued Interest
|
|
727
|
|
|
693
|
|
||
Current Portion of Refund to Customers - Regulatory Liability
|
|
2,994
|
|
|
6,079
|
|
||
Other Current Liabilities
|
|
2,409
|
|
|
2,383
|
|
||
Total Current Liabilities
|
|
36,939
|
|
|
23,622
|
|
||
Advances for Construction
|
|
21,444
|
|
|
26,718
|
|
||
Deferred Federal and State Income Taxes
|
|
48,053
|
|
|
53,322
|
|
||
Unfunded Future Income Taxes
|
|
74,712
|
|
|
56,919
|
|
||
Long-Term Compensation Arrangements
|
|
34,389
|
|
|
35,748
|
|
||
Unamortized Investment Tax Credits
|
|
1,264
|
|
|
1,339
|
|
||
Refund to Customers - Regulatory Liability
|
|
993
|
|
|
1,550
|
|
||
Other Long-Term Liabilities
|
|
5,273
|
|
|
776
|
|
||
Total Long-Term Liabilities
|
|
186,128
|
|
|
176,372
|
|
||
Contributions in Aid of Construction
|
|
91,048
|
|
|
84,371
|
|
||
Commitments and Contingencies
|
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
|
$
|
716,518
|
|
|
$
|
671,189
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
||||||
For the Years Ended December 31, (in thousands)
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|||
Operating Activities:
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
22,761
|
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
|
|
|||
Deferred Revenues
|
|
(1,344
|
)
|
|
(3,461
|
)
|
|
(3,059
|
)
|
|||
Provision for Deferred Income Taxes and Investment Tax Credits, Net
|
|
(7,502
|
)
|
|
5,878
|
|
|
7,386
|
|
|||
Allowance for Funds Used During Construction
|
|
(530
|
)
|
|
(518
|
)
|
|
(366
|
)
|
|||
Depreciation and Amortization (including $27 in 2015, $673 in 2014, and $348 in 2013 charged to other accounts)
|
|
12,898
|
|
|
12,457
|
|
|
11,140
|
|
|||
(Gain) Loss on Sale of Land
|
|
(349
|
)
|
|
(50
|
)
|
|
7
|
|
|||
Change in Assets and Liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Decrease (Increase) in Accounts Receivable and Accrued Unbilled Revenues
|
|
984
|
|
|
(291
|
)
|
|
(1,205
|
)
|
|||
Decrease (Increase) in Other Current Assets
|
|
6,540
|
|
|
(5,012
|
)
|
|
(4,321
|
)
|
|||
Decrease (Increase) in Other Non-Current Items, Net
|
|
11,383
|
|
|
(1,286
|
)
|
|
11,985
|
|
|||
(Decrease) Increase in Accounts Payable, Accrued Expenses and Other Current Liabilities
|
|
(3,695
|
)
|
|
1,169
|
|
|
4,514
|
|
|||
Total Adjustments
|
|
18,385
|
|
|
8,886
|
|
|
26,081
|
|
|||
Net Cash and Cash Equivalents Provided by Operating Activities
|
|
41,146
|
|
|
30,205
|
|
|
44,350
|
|
|||
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Additions to Utility Plant
|
|
(48,025
|
)
|
|
(45,668
|
)
|
|
(33,303
|
)
|
|||
Proceeds on Real Estate Transactions
|
|
14
|
|
|
243
|
|
|
95
|
|
|||
Release of Restricted Cash
|
|
(846
|
)
|
|
5,779
|
|
|
5,457
|
|
|||
Net Cash and Cash Equivalents Used in Investing Activities
|
|
(48,857
|
)
|
|
(39,646
|
)
|
|
(27,751
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Net Proceeds from Interim Bank Loans
|
|
16,085
|
|
|
1,991
|
|
|
—
|
|
|||
Net Repayment of Interim Bank Loans
|
|
(1,991
|
)
|
|
—
|
|
|
(1,660
|
)
|
|||
Repayment of Long-Term Debt Including Current Portion
|
|
(2,476
|
)
|
|
(4,114
|
)
|
|
(15,870
|
)
|
|||
Proceeds from Issuance of Long-Term Debt
|
|
4,352
|
|
|
4,500
|
|
|
14,550
|
|
|||
Proceeds from Issuance of Common Stock
|
|
1,536
|
|
|
1,697
|
|
|
1,629
|
|
|||
Proceeds from Exercise of Stock Options
|
|
—
|
|
|
—
|
|
|
225
|
|
|||
Costs Incurred to Issue Long-Term Debt and Common Stock
|
|
(37
|
)
|
|
(2
|
)
|
|
(42
|
)
|
|||
Advances from Others for Construction
|
|
251
|
|
|
699
|
|
|
586
|
|
|||
Cash Dividends Paid
|
|
(11,753
|
)
|
|
(11,226
|
)
|
|
(10,796
|
)
|
|||
Net Cash and Cash Equivalents Provided by (Used in) Financing Activities
|
|
5,967
|
|
|
(6,455
|
)
|
|
(11,378
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
|
(1,744
|
)
|
|
(15,896
|
)
|
|
5,221
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
2,475
|
|
|
18,371
|
|
|
13,150
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
731
|
|
|
$
|
2,475
|
|
|
$
|
18,371
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Non-Cash Contributed Utility Plant (see Note 1 for details)
|
|
$
|
1,282
|
|
|
$
|
1,130
|
|
|
$
|
801
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Cash Paid During the Year for:
|
|
|
|
|
|
|
|
|
|
|||
Interest
|
|
$
|
6,761
|
|
|
$
|
6,665
|
|
|
$
|
6,573
|
|
State and Federal Income Taxes
|
|
$
|
537
|
|
|
$
|
1,135
|
|
|
$
|
3,600
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
|
|
|
|
(in thousands)
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
||||
Pension and post-retirement benefits
|
$
|
12,882
|
|
|
$
|
16,339
|
|
Unrecovered income taxes
|
77,510
|
|
|
57,331
|
|
||
Deferred revenue (included in prepayments and other current assets and deferred charges and other costs)
|
5,033
|
|
|
7,386
|
|
||
Other (included in prepayments and other current assets and deferred charges and other costs)
|
3,561
|
|
|
3,840
|
|
||
Total regulatory assets
|
$
|
98,986
|
|
|
$
|
84,896
|
|
Liabilities:
|
|
|
|
|
|
||
Other (included in other current liabilities)
|
$
|
1,567
|
|
|
$
|
718
|
|
Unamortized Investment Tax Credits
|
1,264
|
|
|
1,339
|
|
||
Refunds to Customers (including current portion)
|
3,987
|
|
|
7,629
|
|
||
Unfunded future income taxes (including other long-term liabilities)
|
74,712
|
|
|
57,719
|
|
||
Total regulatory liabilities
|
$
|
81,530
|
|
|
$
|
67,405
|
|
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Additions to Utility Plant:
|
|
|
|
|
|
||||||
Company Financed
|
$
|
47,774
|
|
|
$
|
44,969
|
|
|
$
|
32,717
|
|
Allowance for Funds Used During Construction
|
530
|
|
|
518
|
|
|
366
|
|
|||
Subtotal – Utility Plant Increase to Rate Base
|
48,304
|
|
|
45,487
|
|
|
33,083
|
|
|||
Advances from Others for Construction
|
251
|
|
|
699
|
|
|
586
|
|
|||
Net Additions to Utility Plant
|
$
|
48,555
|
|
|
$
|
46,186
|
|
|
$
|
33,669
|
|
Years ended December 31,
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator (in thousands)
|
|
|
|
|
|
||||||
Basic Net Income Applicable to Common Stock
|
$
|
22,723
|
|
|
$
|
21,281
|
|
|
$
|
18,231
|
|
Diluted Net Income Applicable to Common Stock
|
$
|
22,723
|
|
|
$
|
21,281
|
|
|
$
|
18,231
|
|
Denominator (in thousands)
|
|
|
|
|
|
|
|
|
|||
Basic Weighted Average Shares Outstanding
|
10,958
|
|
|
10,893
|
|
|
10,827
|
|
|||
Dilutive Effect of Stock Awards
|
206
|
|
|
198
|
|
|
169
|
|
|||
Diluted Weighted Average Shares Outstanding
|
11,164
|
|
|
11,091
|
|
|
10,996
|
|
|||
Earnings per Share
|
|
|
|
|
|
|
|
|
|||
Basic Earnings per Share
|
$
|
2.07
|
|
|
$
|
1.95
|
|
|
$
|
1.68
|
|
Dilutive Effect of Stock Awards
|
0.03
|
|
|
0.03
|
|
|
0.02
|
|
|||
Diluted Earnings per Share
|
$
|
2.04
|
|
|
$
|
1.92
|
|
|
$
|
1.66
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal Classified as Operating (Benefit) Expense
|
|
$
|
(562
|
)
|
|
$
|
2,919
|
|
|
$
|
2,028
|
|
Federal Classified as Other Utility Income
|
|
409
|
|
|
424
|
|
|
434
|
|
|||
Federal Classified as Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|||
Land Sales and Donations
|
|
(70
|
)
|
|
26
|
|
|
(2
|
)
|
|||
Non-Water Sales
|
|
664
|
|
|
788
|
|
|
781
|
|
|||
Other
|
|
(832
|
)
|
|
(825
|
)
|
|
(69
|
)
|
|||
Total Federal Income Tax (Benefit) Expense
|
|
(391
|
)
|
|
3,332
|
|
|
3,172
|
|
|||
State Classified as Operating (Benefit) Expense
|
|
(257
|
)
|
|
677
|
|
|
3,916
|
|
|||
State Classified as Other Utility Income (Expense)
|
|
98
|
|
|
100
|
|
|
103
|
|
|||
State Classified as Other Income
|
|
|
|
|
|
|
|
|
|
|||
Land Sales and Donations
|
|
(287
|
)
|
|
6
|
|
|
2
|
|
|||
Non-Water Sales
|
|
196
|
|
|
194
|
|
|
200
|
|
|||
Other
|
|
(128
|
)
|
|
(82
|
)
|
|
(300
|
)
|
|||
Total State Income Tax (Benefit) Expense
|
|
(378
|
)
|
|
895
|
|
|
3,921
|
|
|||
Total Income Tax (Benefit) Expense
|
|
$
|
(769
|
)
|
|
$
|
4,227
|
|
|
$
|
7,093
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current Income Taxes
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
315
|
|
|
$
|
427
|
|
|
$
|
1,509
|
|
State
|
|
201
|
|
|
(306
|
)
|
|
152
|
|
|||
Total Current
|
|
516
|
|
|
121
|
|
|
1,661
|
|
|||
Deferred Income Taxes, Net
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
|
|
|
|
|
|
|
|
|||
Investment Tax Credit
|
|
(75
|
)
|
|
(75
|
)
|
|
(77
|
)
|
|||
Excess Deferred Taxes
|
|
192
|
|
|
—
|
|
|
—
|
|
|||
Deferred Revenue
|
|
(754
|
)
|
|
215
|
|
|
964
|
|
|||
Land Donations
|
|
(179
|
)
|
|
(56
|
)
|
|
(1
|
)
|
|||
Depreciation
|
|
660
|
|
|
1,728
|
|
|
792
|
|
|||
Net Operating Loss Carry-forwards
|
|
(1,171
|
)
|
|
(600
|
)
|
|
—
|
|
|||
AMT Credit Carry-forwards
|
|
53
|
|
|
—
|
|
|
(587
|
)
|
|||
Provision for uncertain positions
|
|
874
|
|
|
2,177
|
|
|
1,037
|
|
|||
Other
|
|
(306
|
)
|
|
(484
|
)
|
|
(465
|
)
|
|||
Total Federal
|
|
(706
|
)
|
|
2,905
|
|
|
1,663
|
|
|||
State
|
|
|
|
|
|
|
|
|
|
|||
Land Donations
|
|
41
|
|
|
—
|
|
|
—
|
|
|||
Provision for uncertain positions
|
|
41
|
|
|
663
|
|
|
3,528
|
|
|||
Other
|
|
(661
|
)
|
|
538
|
|
|
241
|
|
|||
Total State
|
|
(579
|
)
|
|
1,201
|
|
|
3,769
|
|
|||
Total Deferred Income Taxes
|
|
(1,285
|
)
|
|
4,106
|
|
|
5,432
|
|
|||
Total Income Tax
|
|
$
|
(769
|
)
|
|
$
|
4,227
|
|
|
$
|
7,093
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
Unrecovered Income Taxes
|
|
$
|
(77,510
|
)
|
|
$
|
(57,331
|
)
|
Deferred Federal and State Income Taxes
|
|
48,053
|
|
|
53,322
|
|
||
Unfunded Future Income Taxes
|
|
74,712
|
|
|
56,919
|
|
||
Unamortized Investment Tax Credits
|
|
1,264
|
|
|
1,339
|
|
||
Other
|
|
(17
|
)
|
|
117
|
|
||
Net Deferred Income Tax Liability
|
|
$
|
46,502
|
|
|
$
|
54,366
|
|
(in thousands)
|
|
2015
|
|
2014
|
||||
Tax Credit Carry-forward (1)
|
|
$
|
(904
|
)
|
|
$
|
(2,841
|
)
|
Provision on Tax Credits
|
|
—
|
|
|
2,003
|
|
||
Charitable Contribution Carry-forwards (2)
|
|
(372
|
)
|
|
(94
|
)
|
||
Prepaid Income Taxes on CIAC
|
|
63
|
|
|
61
|
|
||
Net Operating Loss Carry-forwards (3)
|
|
(3,730
|
)
|
|
(2,665
|
)
|
||
Valuation Allowance on Net Operating Losses
|
|
1,326
|
|
|
1,368
|
|
||
Other Comprehensive Income
|
|
(597
|
)
|
|
(1,040
|
)
|
||
Accelerated Depreciation
|
|
49,341
|
|
|
53,653
|
|
||
Provision on Repair Deductions
|
|
6,366
|
|
|
5,402
|
|
||
Unamortized Investment Tax Credits
|
|
1,264
|
|
|
1,339
|
|
||
Other
|
|
(6,255
|
)
|
|
(2,820
|
)
|
||
Net Deferred Income Tax Liability
|
|
$
|
46,502
|
|
|
$
|
54,366
|
|
(1)
|
State tax credit carry-forwards expire beginning in 2019 and ending in 2040.
|
(2)
|
Charitable Contribution carry-forwards expire beginning in 2016 and ending in 2020.
|
(3)
|
Net operating loss carry-forwards expire beginning in 2017 and ending in 2029
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Pre-Tax Income
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
22,761
|
|
|
$
|
21,319
|
|
|
$
|
18,269
|
|
Income Taxes
|
|
(769
|
)
|
|
4,227
|
|
|
7,093
|
|
|||
Total Pre-Tax Income
|
|
$
|
21,992
|
|
|
$
|
25,546
|
|
|
$
|
25,362
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Federal Statutory Tax Rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
Tax Effect Differences:
|
|
|
|
|
|
|
|
|
|
State Income Taxes Net of Federal Benefit
|
|
—
|
%
|
|
1.3
|
%
|
|
3.3
|
%
|
Property Related Items
|
|
(19.2
|
)%
|
|
(25.0
|
)%
|
|
(14.5
|
)%
|
Performance Stock
|
|
0.2
|
%
|
|
1.2
|
%
|
|
2.1
|
%
|
Pension Costs
|
|
(1.7
|
)%
|
|
2.9
|
%
|
|
—
|
%
|
Repair Regulatory Liability
|
|
(11.5
|
)%
|
|
(6.3
|
)%
|
|
—
|
%
|
Change in Estimate of Prior Year Income Tax Expense
|
|
(10.6
|
)%
|
|
(1.4
|
)%
|
|
(14.0
|
)%
|
Provision for Uncertain Tax Positions
|
|
4.1
|
%
|
|
9.2
|
%
|
|
18.0
|
%
|
Other
|
|
1.2
|
%
|
|
0.7
|
%
|
|
(0.9
|
)%
|
Effective Income Tax Rate
|
|
(3.5
|
)%
|
|
16.6
|
%
|
|
28.0
|
%
|
(in thousands, except share data)
|
Shares
|
|
Issuance Amount
|
|
Expense
|
|
Total
|
|||||||
Balance, January 1, 2013
|
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
|
11,124,630
|
|
|
145,774
|
|
|
(4,090
|
)
|
|
141,684
|
|
|||
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures
|
25,575
|
|
|
1,314
|
|
|
—
|
|
|
1,314
|
|
|||
Dividend Reinvestment Plan
|
42,677
|
|
|
1,536
|
|
|
—
|
|
|
1,536
|
|
|||
Balance, December 31, 2015 (1)
|
11,192,882
|
|
|
$
|
148,624
|
|
|
$
|
(4,090
|
)
|
|
$
|
144,534
|
|
(1)
|
Includes
50,724
restricted shares and
203,495
common stock equivalent shares issued through the Performance Stock Programs through
December 31, 2015
.
|
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
|
$
|
69,370
|
|
|
$
|
59,277
|
|
|
$
|
51,804
|
|
Net Income
|
|
22,761
|
|
|
21,319
|
|
|
18,269
|
|
|||
Sub-total
|
|
92,131
|
|
|
80,596
|
|
|
70,073
|
|
|||
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:
|
|
|
|
|
|
|
||||||
$1.05, $1.01 and $0.98 per Common Share in 2015, 2014 and 2013, respectively
|
|
11,715
|
|
|
11,188
|
|
|
10,758
|
|
|||
Total Dividends Declared
|
|
11,753
|
|
|
11,226
|
|
|
10,796
|
|
|||
Balance, end of year
|
|
$
|
80,378
|
|
|
$
|
69,370
|
|
|
$
|
59,277
|
|
(in thousands)
|
|
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
|
)
|
Other Comprehensive (Loss) Income Before Reclassification
|
|
—
|
|
|
(195
|
)
|
|
582
|
|
|
387
|
|
||||
Amounts Reclassified from AOCI
|
|
—
|
|
|
97
|
|
|
184
|
|
|
281
|
|
||||
Net current-period Other Comprehensive (Loss) Income
|
|
—
|
|
|
(98
|
)
|
|
766
|
|
|
668
|
|
||||
Balance as of December 31, 2015
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
(1,135
|
)
|
|
$
|
(935
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.
|
Details about Other AOCI Components
(in thousands)
|
|
Amounts Reclassified from AOCI for the Year Ended December 31, 2015(a)
|
|
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
|
Tax benefit
|
|
—
|
|
|
—
|
|
|
12
|
|
|
Other
|
|||
Total Reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
41
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Realized Gains on Investments
|
|
148
|
|
|
55
|
|
|
38
|
|
|
Other
|
|||
Tax expense
|
|
(51
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|
Other
|
|||
Total Reclassified from AOCI
|
|
97
|
|
|
37
|
|
|
25
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Amortization of Recognized Net Gain from Defined Benefit Items
|
|
281
|
|
|
335
|
|
|
470
|
|
|
Other
|
|||
Tax expense
|
|
(97
|
)
|
|
(114
|
)
|
|
(160
|
)
|
|
Other
|
|||
Total Reclassified from AOCI
|
|
184
|
|
|
221
|
|
|
310
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Total Reclassifications for the period, net of tax
|
|
$
|
281
|
|
|
$
|
258
|
|
|
$
|
376
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(a) Amounts in parentheses indicate loss/expense.
|
||||||||||||||
(b) Included in computation of net periodic pension cost (see Note 12 for additional details).
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Type:
|
|
|
|
|
|
|
|
||||||||
Company Owned Life Insurance
|
$
|
—
|
|
|
$
|
2,909
|
|
|
$
|
—
|
|
|
$
|
2,909
|
|
Money Market Fund
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Funds (1)
|
1,441
|
|
|
—
|
|
|
—
|
|
|
1,441
|
|
||||
Fixed Income Funds (2)
|
485
|
|
|
—
|
|
|
—
|
|
|
485
|
|
||||
Total
|
$
|
2,048
|
|
|
$
|
2,909
|
|
|
$
|
—
|
|
|
$
|
4,957
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
(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
|
|
(1)
|
Mutual funds consisting primarily of equity securities.
|
(2)
|
Mutual funds consisting primarily of fixed income securities.
|
(in thousands)
|
2015
|
|
2014
|
||||||
Connecticut Water Service, Inc.:
|
|
|
|
||||||
4.09%
|
|
Term Loan Note and Supplement A, Due 2027
|
$
|
14,472
|
|
|
$
|
15,466
|
|
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
|
19,930
|
|
|
19,950
|
|
||
5.00%
|
|
2011 A Series, Due 2021
|
23,303
|
|
|
23,483
|
|
||
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
|
134,443
|
|
|
134,643
|
|
||||
The Maine Water Company:
|
|
|
|
||||||
8.95%
|
|
1994 Series G, Due 2024
|
8,100
|
|
|
9,000
|
|
||
2.68%
|
|
1999 Series J, Due 2019
|
339
|
|
|
424
|
|
||
0.00%
|
|
2001 Series K, Due 2031
|
656
|
|
|
698
|
|
||
2.58%
|
|
2002 Series L, Due 2022
|
75
|
|
|
83
|
|
||
1.53%
|
|
2003 Series M, Due 2023
|
361
|
|
|
381
|
|
||
1.73%
|
|
2004 Series N, Due 2024
|
401
|
|
|
431
|
|
||
0.00%
|
|
2004 Series O, Due 2034
|
127
|
|
|
133
|
|
||
1.76%
|
|
2006 Series P, Due 2026
|
411
|
|
|
431
|
|
||
1.57%
|
|
2009 Series R, Due 2029
|
227
|
|
|
237
|
|
||
0.00%
|
|
2009 Series S, Due 2029
|
628
|
|
|
672
|
|
||
0.00%
|
|
2009 Series T, Due 2029
|
1,760
|
|
|
1,886
|
|
||
0.00%
|
|
2012 Series U, Due 2042
|
160
|
|
|
165
|
|
||
1.00%
|
|
2013 Series V, Due 2033
|
1,360
|
|
|
1,385
|
|
||
2.52%
|
|
CoBank Note Payable, Due 2017
|
1,965
|
|
|
1,965
|
|
||
4.24%
|
|
CoBank Note Payable, Due 2024
|
4,500
|
|
|
4,500
|
|
||
7.72%
|
|
Series L, Due 2018
|
2,250
|
|
|
2,250
|
|
||
2.40%
|
|
Series N, Due 2022
|
1,176
|
|
|
1,251
|
|
||
1.86%
|
|
Series O, Due 2025
|
830
|
|
|
846
|
|
||
2.23%
|
|
Series P, Due 2028
|
1,324
|
|
|
1,354
|
|
||
0.01%
|
|
Series Q, Due 2035
|
1,864
|
|
|
—
|
|
||
1.00%
|
|
Series R, Due 2025
|
2,488
|
|
|
—
|
|
||
Various
|
|
Various Capital Leases
|
17
|
|
|
37
|
|
||
Total The Maine Water Company
|
31,019
|
|
|
28,129
|
|
||||
Add: Acquisition Fair Value Adjustment
|
562
|
|
|
820
|
|
||||
Less: Current Portion
|
(2,842
|
)
|
|
(2,457
|
)
|
||||
Total Long-Term Debt
|
$
|
177,654
|
|
|
$
|
176,601
|
|
(in thousands)
|
|
|
||
2016
|
|
$
|
2,842
|
|
2017
|
|
$
|
4,859
|
|
2018
|
|
$
|
5,342
|
|
2019
|
|
$
|
3,194
|
|
2020
|
|
$
|
3,186
|
|
(in thousands, except share data)
|
|
2015
|
|
2014
|
||||
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)
|
2015
|
|
2014
|
||||
Land
|
$
|
13,615
|
|
|
$
|
13,133
|
|
Source of supply
|
35,973
|
|
|
35,435
|
|
||
Pumping
|
37,110
|
|
|
35,754
|
|
||
Water treatment
|
81,544
|
|
|
80,291
|
|
||
Transmission and distribution
|
490,489
|
|
|
463,491
|
|
||
General
|
66,341
|
|
|
60,876
|
|
||
Held for future use
|
432
|
|
|
438
|
|
||
Acquisition Adjustment
|
(3,057
|
)
|
|
(3,764
|
)
|
||
Total
|
$
|
722,447
|
|
|
$
|
685,654
|
|
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Municipal Property Taxes
|
|
$
|
7,896
|
|
|
$
|
7,659
|
|
|
$
|
7,031
|
|
Payroll Taxes
|
|
1,398
|
|
|
1,372
|
|
|
1,157
|
|
|||
Total Taxes Other than Income Taxes
|
|
$
|
9,294
|
|
|
$
|
9,031
|
|
|
$
|
8,188
|
|
(in thousands)
|
2015
|
|
2014
|
||||
Defined Benefit Pension Plan
|
$
|
19,232
|
|
|
$
|
18,180
|
|
Post-Retirement Benefit Other than Pension
|
5,041
|
|
|
7,162
|
|
||
Supplemental Executive Retirement Plan
|
7,915
|
|
|
8,440
|
|
||
Deferred Compensation
|
2,131
|
|
|
1,944
|
|
||
Other Long-Term Compensation
|
70
|
|
|
22
|
|
||
Total Long-Term Compensation Arrangements
|
$
|
34,389
|
|
|
$
|
35,748
|
|
|
2015
|
|
2014
|
||
Equity
|
65
|
%
|
|
65
|
%
|
Fixed Income
|
35
|
%
|
|
35
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
Pension Benefits
(in thousands)
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
79,815
|
|
|
$
|
64,164
|
|
Service cost
|
2,152
|
|
|
1,829
|
|
||
Interest cost
|
3,114
|
|
|
3,087
|
|
||
Actuarial loss (gain)
|
(4,350
|
)
|
|
13,221
|
|
||
Benefits paid
|
(4,806
|
)
|
|
(2,402
|
)
|
||
Administrative expenses
|
(80
|
)
|
|
(84
|
)
|
||
Benefit obligation, end of year
|
$
|
75,845
|
|
|
$
|
79,815
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value, beginning of year
|
$
|
61,635
|
|
|
$
|
56,844
|
|
Actual return on plan assets
|
(136
|
)
|
|
3,851
|
|
||
Employer contributions
|
—
|
|
|
3,426
|
|
||
Benefits paid
|
(4,806
|
)
|
|
(2,402
|
)
|
||
Administrative expenses
|
(80
|
)
|
|
(84
|
)
|
||
Fair value, end of year
|
$
|
56,613
|
|
|
$
|
61,635
|
|
Funded Status
|
$
|
(19,232
|
)
|
|
$
|
(18,180
|
)
|
Amount Recognized in Consolidated Balance Sheets Consisted of:
|
|
|
|
|
|
||
Non-current asset
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
||
Non-current liability
|
(19,232
|
)
|
|
(18,180
|
)
|
||
Net amount recognized
|
$
|
(19,232
|
)
|
|
$
|
(18,180
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31:
|
2015
|
|
2014
|
||
Discount rate
|
4.30
|
%
|
|
3.95
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
Weighted-average assumptions used to determine net periodic cost for years ended December 31:
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
3.95
|
%
|
|
4.90
|
%
|
|
4.05
|
%
|
Expected long-term return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate of compensation increase
|
4.00
|
%
|
|
4.00
|
%
|
|
3.50
|
%
|
Pension Benefits
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Components of net periodic benefit costs
|
|
|
|
|
|
||||||
Service cost
|
$
|
2,152
|
|
|
$
|
1,829
|
|
|
$
|
2,201
|
|
Interest cost
|
3,114
|
|
|
3,087
|
|
|
2,781
|
|
|||
Expected return on plan assets
|
(3,847
|
)
|
|
(3,567
|
)
|
|
(3,195
|
)
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Prior service cost
|
16
|
|
|
73
|
|
|
74
|
|
|||
Net loss
|
2,979
|
|
|
1,319
|
|
|
2,250
|
|
|||
Net Periodic Pension Benefit Costs
|
$
|
4,414
|
|
|
$
|
2,741
|
|
|
$
|
4,111
|
|
Pension Benefits
(in thousands)
|
2015
|
|
2014
|
||||
Change in net (gain) loss
|
$
|
(429
|
)
|
|
$
|
11,906
|
|
Change in prior service cost
|
—
|
|
|
—
|
|
||
Other - regulatory action
|
2,050
|
|
|
—
|
|
||
Amortization of prior service cost
|
(16
|
)
|
|
(73
|
)
|
||
Amortization of net loss
|
(2,904
|
)
|
|
(1,205
|
)
|
||
Total recognized to Regulatory Asset
|
$
|
(1,299
|
)
|
|
$
|
10,628
|
|
Pension Benefits
(in thousands)
|
2015
|
|
2014
|
||||
Change in net (gain) loss
|
$
|
62
|
|
|
$
|
1,031
|
|
Change in prior service cost
|
—
|
|
|
—
|
|
||
Amortization of prior service cost
|
—
|
|
|
—
|
|
||
Amortization of net loss
|
(75
|
)
|
|
(114
|
)
|
||
Total recognized to OCI
|
$
|
(13
|
)
|
|
$
|
917
|
|
Amounts Recognized as a Regulatory Asset at December 31:
(in thousands)
|
2015
|
|
2014
|
||||
Prior service cost
|
$
|
86
|
|
|
$
|
102
|
|
Net loss
|
12,328
|
|
|
13,611
|
|
||
Total Recognized as a Regulatory Asset
|
$
|
12,414
|
|
|
$
|
13,713
|
|
Amounts Recognized in OCI at December 31:
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss
|
338
|
|
|
2,401
|
|
|
1,484
|
|
|||
Total Recognized in Other Comprehensive Income
|
$
|
338
|
|
|
$
|
2,401
|
|
|
$
|
1,484
|
|
Estimated Net Periodic Benefit Cost Amortizations for the periods January 1 - December 31,:
(in thousands)
|
2016
|
||
Amortization of transition obligation
|
$
|
—
|
|
Amortization of prior service cost
|
15
|
|
|
Amortization of net loss
|
1,916
|
|
|
Total Estimated Net Periodic Benefit Cost Amortizations
|
$
|
1,931
|
|
|
2015
|
|
2014
|
||
Equity
|
64
|
%
|
|
65
|
%
|
Fixed Income
|
36
|
%
|
|
35
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
2015
|
|
|
|
|
|
||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market Fund
|
$
|
805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
||||||
Fixed Income Funds (1)
|
19,609
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
36,199
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
56,613
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014
|
|
|
|
|
|
||||||
(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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Mutual funds consisting primarily of fixed income securities.
|
(2)
|
Mutual funds consisting primarily of equity securities.
|
(in thousands)
|
|
||
2016
|
$
|
3,803
|
|
2017
|
4,129
|
|
|
2018
|
4,354
|
|
|
2019
|
4,812
|
|
|
2020
|
4,798
|
|
|
Years 2021 – 2025
|
26,359
|
|
PBOP Benefits
(in thousands)
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation, beginning of year
|
$
|
15,533
|
|
|
$
|
13,257
|
|
Service cost
|
458
|
|
|
494
|
|
||
Interest cost
|
562
|
|
|
625
|
|
||
Plan participant contributions
|
156
|
|
|
123
|
|
||
Actuarial (gain) loss
|
(3,115
|
)
|
|
1,379
|
|
||
Benefits paid
|
(402
|
)
|
|
(345
|
)
|
||
Benefit obligation, end of year
|
$
|
13,192
|
|
|
$
|
15,533
|
|
Change in plan assets:
|
|
|
|
|
|
||
Fair value, beginning of year
|
$
|
8,429
|
|
|
$
|
8,064
|
|
Actual return on plan assets
|
7
|
|
|
572
|
|
||
Employer contributions
|
13
|
|
|
15
|
|
||
Plan participant contributions
|
156
|
|
|
123
|
|
||
Benefits paid
|
(402
|
)
|
|
(345
|
)
|
||
Fair value, end of year
|
$
|
8,203
|
|
|
$
|
8,429
|
|
Funded Status
|
$
|
(4,989
|
)
|
|
$
|
(7,104
|
)
|
Amount Recognized in Consolidated Balance Sheets Consisted of:
|
|
|
|
|
|
||
Non-current asset
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
—
|
|
|
—
|
|
||
Non-current liability
|
(4,989
|
)
|
|
(7,104
|
)
|
||
Net amount recognized
|
$
|
(4,989
|
)
|
|
$
|
(7,104
|
)
|
Weighted-average assumptions used to determine benefit obligations at December 31:
|
2015
|
|
2014
|
||
Discount rate
|
4.15
|
%
|
|
3.80
|
%
|
Weighted-average assumptions used to determine net periodic cost for years ended December 31:
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
3.80
|
%
|
|
4.80
|
%
|
|
3.80
|
%
|
Expected long-term return on plan assets
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
PBOP Benefits
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Components of net periodic benefit costs
|
|
|
|
|
|
||||||
Service cost
|
$
|
458
|
|
|
$
|
494
|
|
|
$
|
674
|
|
Interest cost
|
562
|
|
|
625
|
|
|
505
|
|
|||
Expected return on plan assets
|
(324
|
)
|
|
(305
|
)
|
|
(290
|
)
|
|||
Other
|
225
|
|
|
225
|
|
|
225
|
|
|||
Amortization of:
|
|
|
|
|
|
|
|
|
|||
Prior service credit
|
(571
|
)
|
|
(806
|
)
|
|
(806
|
)
|
|||
Recognized net loss
|
388
|
|
|
344
|
|
|
433
|
|
|||
Net Periodic Post Retirement Benefit Costs
|
$
|
738
|
|
|
$
|
577
|
|
|
$
|
741
|
|
PBOP Benefits
(in thousands)
|
2015
|
|
2014
|
||||
Change in net loss (gain)
|
$
|
(2,797
|
)
|
|
$
|
1,112
|
|
Amortization of prior service cost
|
571
|
|
|
806
|
|
||
Amortization of net loss
|
(388
|
)
|
|
(344
|
)
|
||
Other regulatory amortization
|
(236
|
)
|
|
(236
|
)
|
||
Total recognized to Regulatory Asset
|
$
|
(2,850
|
)
|
|
$
|
1,338
|
|
Amounts Recognized as a Regulatory Asset at December 31:
(in thousands)
|
2015
|
|
2014
|
||||
Transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
Prior service cost
|
(583
|
)
|
|
(1,153
|
)
|
||
Net loss
|
(135
|
)
|
|
3,050
|
|
||
Other regulatory asset
|
494
|
|
|
729
|
|
||
Total Recognized as a Regulatory Asset
|
$
|
(224
|
)
|
|
$
|
2,626
|
|
Estimated Benefit Cost Amortizations for the periods January 1 - December 31:
(in thousands)
|
2016
|
||
Amortization of transition obligation
|
$
|
—
|
|
Amortization of prior service credit
|
(400
|
)
|
|
Amortization of net loss
|
35
|
|
|
Total Estimated Net Periodic Benefit Cost Amortizations
|
$
|
(365
|
)
|
Assumed health care cost trend rates at December 31:
|
2015
|
|
2014
|
||||||||
|
Medical
|
|
Dental
|
|
Medical
|
|
Dental
|
||||
Health care cost trend rate assumed for next year
(1)
|
8.5
|
%
|
|
8.5
|
%
|
|
9.0
|
%
|
|
9.0
|
%
|
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
|
$
|
78
|
|
|
$
|
(67
|
)
|
Effect on post-retirement benefit obligation
|
$
|
774
|
|
|
$
|
(724
|
)
|
|
2015
|
|
2014
|
||
Equity
|
63
|
%
|
|
71
|
%
|
Fixed Income
|
37
|
%
|
|
29
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
2015
|
|
|
|
|
|
||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
Asset Type:
|
|
|
|
|
|
||||||
Money Market
|
$
|
239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
|
|||
Fixed Income Funds (1)
|
2,810
|
|
|
—
|
|
|
—
|
|
|||
Equity Funds (2)
|
5,154
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
8,203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2014
|
|
|
|
|
|
||||||
(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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Mutual funds consisting primarily of fixed income securities.
|
(2)
|
Mutual funds consisting primarily of equity securities.
|
(in thousands)
|
|
||
2016
|
$
|
434
|
|
2017
|
508
|
|
|
2018
|
568
|
|
|
2019
|
629
|
|
|
2020
|
707
|
|
|
Years 2021 – 2025
|
4,459
|
|
|
2013
|
|||||
|
Shares
|
|
Weighted Average Exercise Price
|
|||
Options:
|
|
|
|
|||
Outstanding, beginning of year
|
7,744
|
|
|
$
|
29.05
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Exercised
|
(7,744
|
)
|
|
29.05
|
|
|
Outstanding, end of year
|
—
|
|
|
$
|
—
|
|
Exercisable, end of year
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||||||||
|
Number of Shares
|
|
Grant Date Weighted Average Fair Value
|
|
Number of Shares
|
|
Grant Date Weighted Average Fair Value
|
||||||
Non-vested at beginning of year
|
40,969
|
|
|
$
|
32.63
|
|
|
46,479
|
|
|
$
|
29.43
|
|
Granted
|
26,828
|
|
|
35.81
|
|
|
24,973
|
|
|
34.70
|
|
||
Vested
|
(16,548
|
)
|
|
31.71
|
|
|
(28,184
|
)
|
|
29.07
|
|
||
Forfeited
|
(11,252
|
)
|
|
34.70
|
|
|
(2,299
|
)
|
|
34.00
|
|
||
Non-vested at end of year
|
39,997
|
|
|
$
|
34.59
|
|
|
40,969
|
|
|
$
|
32.63
|
|
(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, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Water Operations
|
$
|
97,472
|
|
|
$
|
12,871
|
|
|
$
|
57,474
|
|
|
$
|
(1,158
|
)
|
|
$
|
6,206
|
|
|
$
|
(1,255
|
)
|
|
$
|
21,018
|
|
Real Estate Transactions
|
14
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
(357
|
)
|
|
349
|
|
|||||||
Services and Rentals
|
5,602
|
|
|
3
|
|
|
3,362
|
|
|
—
|
|
|
—
|
|
|
843
|
|
|
1,394
|
|
|||||||
Total
|
$
|
103,088
|
|
|
$
|
12,874
|
|
|
$
|
60,858
|
|
|
$
|
(1,158
|
)
|
|
$
|
6,206
|
|
|
$
|
(769
|
)
|
|
$
|
22,761
|
|
For the year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Water Operations
|
$
|
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 Operations
|
$
|
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
|
|
in thousands):
|
2015
|
|
2014
|
||||
Total Plant and Other Investments:
|
|
|
|
||||
Water
|
$
|
553,773
|
|
|
$
|
514,606
|
|
Non-Water
|
637
|
|
|
605
|
|
||
Total Plant and Other Investments
|
554,410
|
|
|
515,211
|
|
||
Other Assets:
|
|
|
|
||||
Water
|
159,893
|
|
|
152,929
|
|
||
Non-Water
|
2,215
|
|
|
3,049
|
|
||
Total Other Assets
|
162,108
|
|
|
155,978
|
|
||
Total Assets
|
$
|
716,518
|
|
|
$
|
671,189
|
|
(in thousands, except for per share data)
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Operating Revenues
|
$
|
20,030
|
|
|
$
|
20,260
|
|
|
$
|
26,624
|
|
|
$
|
25,459
|
|
|
$
|
28,444
|
|
|
$
|
27,554
|
|
|
$
|
20,943
|
|
|
$
|
20,747
|
|
Total Utility Operating Income
|
4,320
|
|
|
4,089
|
|
|
9,954
|
|
|
8,479
|
|
|
9,709
|
|
|
9,682
|
|
|
3,456
|
|
|
3,747
|
|
||||||||
Net Income
|
3,103
|
|
|
2,986
|
|
|
8,675
|
|
|
7,490
|
|
|
8,755
|
|
|
8,448
|
|
|
2,228
|
|
|
2,395
|
|
||||||||
Basic Earnings per Common Share
|
0.28
|
|
|
0.27
|
|
|
0.79
|
|
|
0.69
|
|
|
0.80
|
|
|
0.78
|
|
|
0.20
|
|
|
0.21
|
|
||||||||
Diluted Earnings per Common Share
|
0.28
|
|
|
0.27
|
|
|
0.77
|
|
|
0.67
|
|
|
0.79
|
|
|
0.76
|
|
|
0.20
|
|
|
0.21
|
|
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
|
Restricted Stock Agreement, standard form for officers, dated December 1, 2005 (Exhibit 10.1 to Form 8-K dated 1/13/06).
|
10.8
|
Long-Term Performance Award Agreement, standard form for officers, dated January 11, 2006 (Exhibit 10.2 to Form 8-K dated 1/13/06).
|
10.9
|
Performance Award Agreement, standard form for officers, dated January 11, 2006 (Exhibit 10.3 to Form 8-K dated 1/13/06).
|
10.10
|
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).
|
10.11
|
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 5/11/15).
|
10.13
|
Form of Performance Unit Award Agreement (short-term vesting form) under the Company’s 2014 Performance Stock Program.
|
10.14
|
Form of Performance Unit Award Agreement (long-term vesting form) under the Company’s 2014 Performance Stock Program.
|
10.15
|
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
|
10.16
|
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
|
10.17
|
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).
|
10.18
|
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).
|
10.19
|
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).
|
10.20
|
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).
|
10.21
|
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
|
10.22
|
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
|
10.23
|
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).
|
10.24
|
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
|
10.25
|
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)
|
10.26
|
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).
|
10.27
|
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).
|
10.28
|
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).
|
10.29
|
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)
|
10.30
|
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).
|
10.31
|
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).
|
10.32
|
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).
|
10.33
|
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).
|
10.34
|
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).
|
10.35
|
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)
|
10.36
|
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).
|
10.37
|
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)
|
10.38
|
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).
|
10.39
|
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
|
10.40
|
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).
|
10.41
|
Third Allonge to Demand Promissory Note, dated October 12, 2012 (Exhibit 10.2 to current report on Form 8-K dated Oct. 18, 2012).
|
10.42
|
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).
|
10.43
|
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).
|
10.44
|
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).
|
10.45
|
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).
|
10.46
|
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).
|
10.47
|
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).
|
10.48
|
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).
|
10.49
|
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).
|
10.50
|
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).
|
10.51
|
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).
|
10.52
|
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).
|
10.53
|
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).
|
10.54
|
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).
|
10.55
|
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).
|
10.56
|
Loan Agreement by and between The Maine Water Company and Maine Municipal Bond Bank dated March 17, 2015 (Exhibit 10.1 to the Company’s Form 8-K filed on March 18, 2015).
|
10.57
|
Loan Agreement by and between The Maine Water Company and Maine Municipal Bond Bank dated November 25, 2015 (Exhibit 10.1 to the Company’s Form 8-K filed on November 30, 2015).
|
10.58*
|
Purchase and Sale Agreement The Maine Water Company and the Coastal Mountains Land Trust, dated March 10, 2016.
|
10.59*
|
Nonstandardized Adoption Agreement Prototype Cash or Deferred Profit Sharing Plan, effective as of January 1, 2016.
|
10.60*
|
Base Plan Document for Defined Contribution Plan, effective as of January 1, 2016
|
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.
|
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 14, 2016
|
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 14, 2016
|
/s/ David C. Benoit
David C. Benoit
|
|
Senior Vice President – Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
March 14, 2016
|
/s/ Nicholas A. Rinaldi
Nicholas A. Rinaldi
|
|
Controller (Principal Accounting Officer)
|
|
March 14, 2016
|
Signature
|
|
Title
|
|
Date
|
/s/ Richard H. Forde
Richard H. Forde
|
|
Director
|
|
March 11, 2016
|
/s/ Mary Ann Hanley
Mary Ann Hanley
|
|
Director
|
|
March 11, 2016
|
/s/ Heather Hunt
Heather Hunt
|
|
Director
|
|
March 11, 2016
|
/s/ Bradford A. Hunter
Bradford A. Hunter
|
|
Director
|
|
March 11, 2016
|
/s/ Arthur C. Reeds
Arthur C. Reeds
|
|
Director
|
|
March 11, 2016
|
/s/ Lisa J. Thibdaue
Lisa J. Thibdaue
|
|
Director
|
|
March 11, 2016
|
/s/ Carol P. Wallace
Carol P. Wallace
|
|
Director
|
|
March 11, 2016
|
/s/ Ellen C. Wolf
Ellen C. Wolf
|
|
Director
|
|
March 11, 2016
|
|
|
|
|
|
Description
|
Balance Beginning of Year
|
|
Additions Charged to Income
|
|
Deductions From Reserves
(1)
|
|
Balance End of Year
|
||||||||
Allowance for Uncollectible Accounts
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2015
|
$
|
1,202
|
|
|
$
|
158
|
|
|
$
|
413
|
|
|
$
|
947
|
|
Year Ended December 31, 2014
|
$
|
1,127
|
|
|
$
|
549
|
|
|
$
|
474
|
|
|
$
|
1,202
|
|
Year Ended December 31, 2013
|
$
|
1,058
|
|
|
$
|
533
|
|
|
$
|
464
|
|
|
$
|
1,127
|
|
(i)
|
Ten Thousand Dollars ($10,000) for the Ragged Mountain-Mirror Lake Conservation Easement (the “
Ragged Mountain-Mirror Lake CE Deposit
”) to Seller, which is to be paid to Seller upon the execution of this Agreement;
|
(ii)
|
Ten Thousand Dollars ($10,000) for the Grassy Pond Conservation Easement (the “
Grassy Pond CE Deposit
”) to Seller, which is to be paid to Seller upon the execution of this Agreement; and
|
To Buyer:
|
Coastal Mountains Land Trust
|
/s/ Robert Theriault
|
/s/ Judith E. Wallingford
|
A.
|
Supplemental Indenture A dated as of April 1, 1963, which was recorded in the Knox County Registry of Deeds in Book 411, Page 358;
|
B.
|
Supplemental Indenture B dated as of February 1, 1969, which was recorded in the Knox County Registry of Deeds in Book 487, Page 451;
|
C.
|
Supplemental Indenture C dated as of June 1, 1973, which was recorded in the Knox County Registry of Deeds in Book 557, Page 329;
|
D.
|
Supplemental Indenture D dated as of January 1, 1974, which was recorded in the Knox County Registry of Deeds in Book 563, Page 118;
|
E.
|
Supplemental Indenture E dated as of June 1, 1983, which was recorded in the Knox County Registry of Deeds in Book 912, Page 274;
|
F.
|
Supplemental Indenture F dated as of August 1, 1991, which was recorded in the Knox County Registry of Deeds in Book 1515, Page 1;
|
G.
|
Supplemental Indenture G dated as of December 15, 1994, which Supplemental Indenture included copies of the Original Indenture and Supplemental Indentures A, B, C, D, E and F, and was recorded in the Knox County Registry of Deeds in Book 1883, Page 1, the Cumberland County Registry of Deeds in Book 11758, Page 84, the Kennebec County Registry of Deeds in Book 4825, Page 214, the Oxford County Registry of Deeds, Western District in Book 350, Page 667, the Penobscot County Registry of Deeds in Book 5778, Page 294, the Piscataquis County Registry of Deeds in Book 968, Page 1, the Somerset County Registry of Deeds in Book 2066, Page 1, and the York County Registry of Deeds in Book 7289, Page 1;
|
H.
|
Supplemental Indenture H dated as of June 1, 1999, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 2369, Page 208, the Cumberland County Registry of Deeds in Book 14813, Page 15, the Kennebec County Registry of Deeds in Book 5964, Page 176, the Oxford County Registry of Deeds, the Western District in Book 396, Page 303, the Penobscot County Registry of Deeds in
|
I.
|
Supplemental Indenture I dated as of June 1, 1999, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 2369, Page 258, the Cumberland County Registry of Deeds in Book 14813, Page 65, the Kennebec County Registry of Deeds in Book 5964, Page 122, the Oxford County Registry of Deeds, Western District in Book 396, Page 353, the Penobscot County Registry of Deeds in Book 7071, Page 60, the Piscataquis County Registry of Deeds in book 1202, Page 295, the Somerset County Registry of Deeds in Book 2562, Page 191, the York County Registry of Deeds in Book 9509, Page 122, and the Hancock County Registry of Deeds in Book 2839, Page 51;
|
J.
|
Supplemental Indenture J dated as of August 1, 1999, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 2391, Page 216, the Cumberland County Registry of Deeds in Book 14963, Page 322, the Kennebec County Registry of Deeds in Book 6020, Page 196, the Oxford County Registry of Deeds, Western District in Book 398, Page 648, the Penobscot County Registry of Deeds in Book 7135, Page 300, the Piscataquis County Registry of Deeds in Book 1213, Page 115, the Somerset County Registry of Deeds in Book 2588, Page 104, the York County Registry of Deeds in Book 9624, Page 99, and the Hancock County Registry of Deeds in Book 2857, Page 320;
|
K.
|
Supplemental Indenture K dated as of April 15, 2001, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 2575, Page 120, the Cumberland County Registry of Deeds in Book 16121, Page 1, the Kennebec County Registry of Deeds in Book 6428, Page 251, the Oxford County Registry of Deeds, Western District in Book 415, Page 605, the Penobscot County Registry of Deeds in Book 7635, Page 104, the Piscataquis County Registry of Deeds in Book 1304, Page 239, the Somerset County Registry of Deeds in Book 2775, Page 343, the York County Registry of Deeds in Book 10511, Page 51, and the Hancock County Registry of Deeds in Book 3042, Page 8;
|
L.
|
Supplemental Indenture L dated as of April 1, 2002, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 2754, Page 233, the Cumberland County Registry of Deeds in Book 17484, Page 25, the Kennebec County Registry of Deeds in Book 6864, Page 213, the Oxford County Registry of Deeds, Western District in Book 432, Page 350, the Penobscot County Registry of Deeds in Book 8137, Page 98, the Piscataquis County Registry of Deeds in Book 1380, Page 4, the Somerset County Registry of Deeds in Book 2932, Page 61, the York County Registry of Deeds in Book 11507, Page 69, and the Hancock County Registry of Deeds in Book 3288, Page 64;
|
M.
|
Supplemental Indenture M dated as of August 1, 2003, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 3056, Page 115, the Cumberland County Registry of Deeds in Book 20053, Page 278, the Kennebec County Registry of Deeds in Book 7591, Page 205, the Oxford County Registry of Deeds, Western District in Book 460, Page 22, the Penobscot County Registry of Deeds in Book
|
N.
|
Supplemental Indenture N dated as of November 1, 2004, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 3338, Page 76, the Cumberland County Registry of Deeds in Book 22052, Page 93, the Kennebec County Registry of Deeds in Book 8214, Page 207, the Oxford County Registry of Deeds, Western District in Book 486, Page 392, the Penobscot County Registry of Deeds in Book 9640, Page 334, the Piscataquis County Registry of Deeds in Book 1612, Page 51, the Somerset County Registry of Deeds in Book 3411, Page 201, the York County Registry of Deeds in Book 14295, Page 968, and the Hancock County Registry of Deeds in Book 4071, Page 219;
|
O.
|
Supplemental Indenture O dated as of March 1, 2006, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 3587, Page 132, the Cumberland County Registry of Deeds in Book 23756, Page 1, the Kennebec County Registry of Deeds in Book 8830, Page 85, the Oxford County Registry of Deeds, Western District in Book 510, Page 840, the Penobscot County Registry of Deeds in Book 10346, Page 71, the Piscataquis County Registry of Deeds in Book 1730, Page 132, the Somerset County Registry of Deeds in Book 3644, Page 140, the York County Registry of Deeds in Book 14778, Page 796, and the Hancock County Registry of Deeds in Book 4440, Page 322;
|
P.
|
Supplemental Indenture P dated as of September 15, 2008, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4012, Page 123, the Cumberland County Registry of Deeds in Book 26374, Page 107, the Kennebec County Registry of Deeds in Book 9871, Page 209, the Oxford County Registry of Deeds, Western District in Book 522, Page 693, the Penobscot County Registry of Deeds in Book 11549, Page 199, the Piscataquis County Registry of Deeds in Book 1947, Page 272, the Somerset County Registry of Deeds in Book 4059, Page 72, the York County Registry of Deeds in Book 15499, Page 578, and the Hancock County Registry of Deeds in Book 5072, Page 129;
|
Q.
|
Supplemental Indenture Q dated as of May 15, 2009, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4107, Page 88, the Cumberland County Registry of Deeds in Book 26941, Page 267, the Kennebec County Registry of Deeds in Book 10095, Page 136, the Oxford County Registry of Deeds, Western District in Book 561, Page 246, the Penobscot County Registry of Deeds in Book 11784, Page 285, the Piscataquis County Registry of Deeds in Book 1988, Page 222, the Somerset County Registry of Deeds in Book 4141, Page 293, the York County Registry of Deeds in Book 15644, Page 235, and the Hancock County Registry of Deeds in Book 5216, Page 172;
|
R.
|
Supplemental Indenture R dated as of June 15, 2009, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4114, Page 160, the Cumberland County Registry of Deeds in Book 26990, Page 172, the Kennebec County Registry of Deeds in Book 10111, Page 72, the Oxford County Registry of Deeds, Western District in Book 561, Page 930, the Penobscot County Registry of Deeds in Book 11803, Page 207, the Piscataquis County Registry of Deeds in Book 1992, Page 126, the Somerset County Registry of Deeds in Book 4148, Page 83, the York County Registry of Deeds in Book 15645, Page 503, and the Hancock County Registry of Deeds in Book 5229, Page 167;
|
S.
|
Supplemental Indenture S dated as of June 15, 2009, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4114, Page 181, the Cumberland County Registry of Deeds in Book 33660, Page 193, the Kennebec County Registry of Deeds in Book 10111, Page 93, the Oxford County Registry of Deeds, Western District in Book 561, Page 252, the Penobscot County Registry of Deeds in Book 11803, Page 228, the Piscataquis County Registry of Deeds in Book 1992, Page 147, the Somerset County Registry of Deeds in Book 4148, Page 104, the York County Registry of Deeds in Book 15645, Page 525, and the Hancock County Registry of Deeds in Book 5229, Page 188;
|
T.
|
Supplemental Indenture T dated as of December 21, 2012, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4609, Page 43, the Cumberland County Registry of Deeds in Book 30241, Page 57, the Kennebec County Registry of Deeds in Book 11259, Page 304, the Oxford County Registry of Deeds, Western District in Book 606, Page 360, the Penobscot County Registry of Deeds in Book 13046, Page 1, the Piscataquis County Registry of Deeds in Book 2208, Page 27, the Somerset County Registry of Deeds in Book 4611, Page 20, the York County Registry of Deeds in Book 16491, Page 265-285, and the Hancock County Registry of Deeds in Book 5954, Page 126; and
|
U.
|
Supplemental Indenture U dated as of June 3, 2013, which Supplemental Indenture was recorded in the Knox County Registry of Deeds in Book 4676, Page 136, the Cumberland County Registry of Deeds in Book 30693, Page 234, the Kennebec County Registry of Deeds in Book 11402, Page 185, the Oxford County Registry of Deeds, Western District in Book 611, Page 841, the Penobscot County Registry of Deeds in Book 13201, Page 283, the Piscataquis County Registry of Deeds in Book 2239, Page 59, the Somerset County Registry of Deeds in Book 4667, Page 287, the York County Registry of Deeds in Book 16612, Page 962, and the Hancock County Registry of Deeds in Book 6046, Page 1 (the foregoing Supplemental Indentures, together with the Original Indenture, collectively the “Indenture”);
|
(1)
|
Merging plan.
The
Plan was or will be merged into this surviving Plan as of:
. The merging plan's restated Effective Date is:
. The merging plan's original Effective Date was:
.
|
(2)
|
[ ] Additional merging plans.
The following additional plans were or will be merged into this surviving Plan
(Complete a. and b. as applicable.)
:
|
(c)
[ ] A Trustee under the:
|
(specify name of trust)
, a separate trust agreement the Trustee has executed and that the IRS has approved for use with this Plan. Under this Election 5(c) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. See Section 8.11(C).
|
(e)
[ ] Use of non-approved trust.
A Trustee under the:
|
(specify name of trust)
, a separate trust agreement the Trustee has executed for use with this Plan. Under this Election 5(e) the Trustee is not executing the Adoption Agreement and Article VIII of the basic plan document does not apply, except as indicated otherwise in the separate trust agreement. Se e Section 8.11(C). [
Caution: Election 5(e) will result in the Plan losing reliance on its Advisory Letter and the Plan will be an individually designed plan
.]
|
(1)
|
[ ] Effective date of freeze:
[
Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.
]
|
(1)
|
[ ] Roth Deferrals.
See Section 3.02(E) and Elections 20, 21, and 23. [
Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.
]
|
(1)
|
(2)
|
(3)
|
(4)
|
All
|
Elective
|
|
|
Contributions
|
Deferrals
|
Matching
|
Nonelective
|
(1)
|
(2)
|
(3)
|
(4)
|
All
|
Elective
|
|
|
Contributions
|
Deferrals
|
Matching
|
Nonelective
|
(b)
|
[
|
]
|
Code §3401 Federal Income Tax
Withholding Wages (plus Elective Deferrals).
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
|
See Section 1.11(B)(2).
|
|
|
|
|
|
|
|
|
(c)
|
[
|
]
|
415 Compensation (simplified).
See Section 1.11(B)(3).
[
Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).
]
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
Post-Severance Compensation:
|
(1) All Contributions
|
(2) Elective Deferrals
|
(3)
Matching
|
(4)
Nonelective
|
(g)
[ ] None.
The Plan takes into account
|
N/A
|
[ ]
|
[ ]
|
[ ]
|
Post-Severance Compensation as to the
designated Contribution Types as specified under the basic plan document.
|
(See Election 10(d))
|
|
|
|
(h)
|
[
|
]
|
Exclude All.
Exclude all Post-Severance Compensation. [
Note: 415 testing Compensation (versus allocation Compensation) must include
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
|
Post-Severance Compensation comprised of
regular pay. See Section 4.05(F)
.]
|
|
|
|
|
|
|
|
|
|
(i)
|
[
|
]
|
Regular Pay.
Exclude Post-Severance Compensation comprised of regular pay. See Section 1.11(I)(1)(a). [
Note: 415 testing Compensation (versus
allocation Compensation) must include
Post-Severance Compensation comprised of regular pay. See Section 4.05(F)
.]
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(j)
|
[
|
]
|
Leave cash-out.
Exclude Post-Severance Compensation comprised of leave cash
-
out. See Section 1.11(I)(1)(b).
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(k)
|
[
|
]
|
Deferred Compensation.
Exclude Post-Severance Compensation comprised of deferred compensation. See Section 1.11(I)(1)(c).
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(l)
|
[
|
]
|
Salary continuation for military service.
Include
Post-Severance Compensation comprised of salary
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
|
continuation for military service. See Section 1.11(I)(2).
|
|
|
|
|
|
|
|
|
|
(m)
|
[
|
]
|
Salary continuation for disabled Participants.
Include Post-Severance Compensation comprised of salary continuation for disabled Participants.
See Section 1.11(I)(3).
(Choose one of (1) or (2).)
:
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(2)
|
[ ] For all Participants.
The salary continuation will continue for the following fixed or determinable period:
(specify period)
.
|
|
(1)
|
(2)
|
(3)
|
(4)
|
Compensation Exclusions
|
All
Contributions
|
Elective
Deferrals
|
Matching
|
Nonelective
|
(d)
[ ] No exclusions - limited.
No exclusion as to the designated Contribution Type(s).
|
N/A
(See Election 11(a))
|
[ ]
|
[ ]
|
[ ]
|
(e)
(f)
|
[ ]
[X]
|
Elective Deferrals.
See Section 1.21.
Fringe benefits.
As described in Treas.
|
N/A
[X]
|
OR
|
N
[
|
/A
]
|
[
[
|
]
]
|
[
[
|
]
]
|
|
|
Reg. §1.414(s)-1(c)(3).
|
|
|
|
|
|
|
|
|
(g)
|
[ ]
|
Compensation exceeding $
.
Apply this election to
(Choose one of (1) or (2).)
:
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
(1)
|
[ ] All Participants.
[
Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect 11(g)(1) to limit the Safe Harbor Contribution allocation to the NHCEs.
]
|
|
|
|
|
|
|
|
|
|
(2)
|
[ ] HCE Participants only.
|
|
|
|
|
|
|
|
|
(h)
|
[X]
|
Bonus.
|
[X]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(i)
|
[X]
|
Commission.
|
[X]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(j)
|
[X]
|
Overtime.
|
[X]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(k)
|
[ ]
|
Related Employers.
See Section 1.24(C).
(If there are Related Employers, choose one or both of (1) and (2).)
:
|
|
|
|
|
|
|
|
|
|
(1)
|
[ ] Non-Participating.
Compensation paid to
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(2)
|
[X] Designated purposes.
Credit as Service, service
|
(1)
|
(2)
|
(3)
|
|
with the following Predecessor Employer(s) for
|
|
|
Contribution
|
a.
Employer:
The Gallup Water Service, Inc., The Barnstable
Water Company, The Crystal Water Company, Aqua
America, Inc. and any affiliated companies or predecessor
companies such as Aqua Maine, Inc., Consumers Water
Company and Consumers Maine Water Company, Biddeford
& Saco Water Company.
|
[X]
|
[X]
|
[ ]
|
b.
Employer:
|
[ ]
|
[ ]
|
[ ]
|
c.
Employer:
|
[ ]
|
[ ]
|
[ ]
|
(a)
[ ] Year of Service.
An Employee must complete
|
Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [
Note: The number may not exceed 1,000. If left blank, the requirement is
|
(3)
|
[ ] Split.
The Plan Year as described in Election 16(b)(1) as to:
(describe Contribution Type(s))
and the Anniversary Year as described in Election 16(b)(2) as to:
(describe Contribution Type(s))
.
|
(1) All Contributions
|
|
(2) Elective Deferrals
|
(3)
Matching
|
(4)
Nonelective
|
||||||
(a)
|
[ ]
|
Semi-annual.
The first day of the first month and of the seventh month of the Plan Year.
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(b)
|
[ ]
|
First day of Plan Year.
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(c)
|
[X]
|
First day of each Plan Year quarter.
|
[X]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(d)
|
[
|
]
|
The first day of each month.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(e)
|
[
|
]
|
Immediate.
Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(f)
|
[
|
]
|
First day of each payroll period.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(1)
|
(2)
|
(3)
|
(4)
|
All
|
Elective
|
|
|
Contributions
|
Deferrals
|
Matching
|
Nonelective
|
(b)
|
[
|
]
|
Immediately following
the date the Employee completes the eligibility conditions.
|
[ ]
|
OR
|
[ ]
|
[
|
]
|
[
|
]
|
(c)
|
[
|
]
|
Immediately preceding or coincident with
the date
|
N/A
|
|
N/A
|
[
|
]
|
[
|
]
|
|
|
|
the Employee completes the eligibility conditions.
|
|
|
|
|
|
|
|
(d)
|
[
|
]
|
Immediately preceding
the date the Employee completes the eligibility conditions.
|
N/A
|
|
N/A
|
[
|
]
|
[
|
]
|
(e)
|
[
|
]
|
Nearest
the date the Employee completes the eligibility conditions.
|
N/A
|
|
N/A
|
[
|
]
|
[
|
]
|
(1)
|
[X] Maximum deferral amount.
A Participant's Elective Deferrals may not exceed:
50%
(specify dollar amount and/or percentage of Compensation).
|
(2)
|
[X] Minimum deferral amount.
A Participant's Elective Deferrals may not be less than:
$1.00
(specify dollar amount and/or percentage of Compensation)
.
|
(3)
|
Application of limitations.
The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 - 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below.
(Choose a. or choose b. and c. as applicable. Under each of a., b.,
|
(1)
Plan Year/Participating
Compensation
|
(2) Payroll period
|
(3) HCEs only
|
|||||
a.
|
[X]
|
Both.
Both limits under Elections 20(b)(1) and (2).
|
[
|
]
|
[X]
|
[
|
]
|
b.
|
[ ]
|
Maximum limit.
The maximum amount limit under
|
[
|
]
|
[ ]
|
[
|
]
|
|
|
Election 20(b)(1).
|
|
|
|
|
|
c.
|
[ ]
|
Minimum limit.
The minimum amount limit under
Election 20(b)(2).
|
[
|
]
|
[ ]
|
[
|
]
|
a.
|
[
|
]
|
All Participants.
All Participants, regardless of any prior Salary Reduction Agreement, unless and until the y make a Contrary Election after the Automatic Deferral Effective Date.
|
b.
|
[
|
]
|
Election of at least Automatic Deferral Percentage.
All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Percentage.
|
c.
|
[
|
]
|
No existing Salary Reduction Agreement.
All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.
|
d.
|
[
|
]
|
New Participants (not applicable to QACA).
Each Employee whose Entry Date is on or following the Automatic
|
|
|
|
Deferral Effective Date.
|
a.
|
[ ] Fixed percentage.
The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage,
% from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election. The Automatic Deferral Percentage will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows
(Choose one of d., e., or f.)
:
|
a.
|
[
|
]
|
Do not apply.
|
b.
|
[
|
]
|
90 day withdrawal.
Apply within 90 days of the first Automatic Deferral.
|
c.
|
[
|
]
|
30-90 day withdrawal.
Apply, within
days of the first Automatic Deferral
(may not be less than 30 nor more than 90 days)
.
|
a.
|
[ ] Covered Employee.
Is a Covered Employee and continues to be covered by the EACA provisions. [
Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice.
]
|
b.
|
[ ] Not a Covered Employee.
Is not a Covered Employee and will not continue to be covered by the EACA provisions. [
Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six-month period for relief from the excise tax of Code §4979(f)(1).
]
|
(7)
|
First Year of Increase.
The automatic increase under Election 21(b)(3)e. or f. will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless a. is selected below:
|
(d)
[ ] Fixed
– Years of
|
Years
|
Matching
|
|
[ ]
|
[ ]
|
[ ]
|
Service
|
of Service
|
Rate
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
%
|
|
|
|
|
(e)
[ ] Fixed
– multiple formulas
|
Formula 1:
|
[ ]
|
[ ]
|
[ ]
|
|
Formula 2:
|
[ ]
|
[ ]
|
[ ]
|
|
Formula 3:
|
[ ]
|
[ ]
|
[ ]
|
b.
|
[ ] Across Employer lines.
To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year.
|
(1)
|
Matching Contributions affected.
The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan-Designated QMACs
(Choose one of a. or b.)
:
|
(a)
[ ] Match.
Will apply to the Catch-Up Deferral
(Choose one of (1) or (2).)
: (1)
|
[ ] All.
All Matching Contributions.
|
(1)
|
[ ]
|
Uniform %.
% of each Participant's Compensation, per
(e.g., Plan Year, month)
.
|
(2)
|
[ ]
|
Fixed dollar amount.
$
, per
(e.g., Plan Year, month, HOS, per Participant per month)
.
|
(3)
|
[X]
|
Describe:
Percentage of Compensation Formula: The Employer's contribution shall be 1.5% of each Participant's
|
|
|
compensation allocated on a pro-rata basis based on the compensation of that Participant to the total compensation of all
Participants.
(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)
|
b.
|
[ ] Dollar amount.
The following amount: $
(not exceeding the Taxable Wage Base in effect on the first day of the Plan Year)
.
|
b.
|
[ ] Alternative:
(Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix D.)
|
(f)
|
[ ]
|
Uniform points.
In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points
|
|
(1)
|
allocation formula, a Participant receives
(Choose one or both of (1) and (2). Choose (3) if applicable.)
:
[ ] Years of Service.
point(s) for each Year of Service. The maximum number of Years of Service
|
b.
|
[X] Across Employer lines.
To all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year.
|
(h)
[ ] Describe:
|
(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)
|
(1)
|
Nonelective Contributions affected.
The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan-Designated QNECs
(Choose one of a. or b.)
:
|
(3)
|
Allocation Method.
The Plan Administrator will allocate a Plan-Designated QNEC using the following method
(Choose one of a., b., c., or d.)
:
|
a.
|
[
|
]
|
Pro rata.
|
b.
|
[
|
]
|
Flat dollar.
|
c.
|
[
|
]
|
Reverse.
See Section 3.04(C)(3).
|
d.
|
[
|
]
|
Describe:
(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)
|
(1)
|
Time period.
For purposes of this Election 30(c), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for:
. [
Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."
]
|
(1)
|
Time period.
For purposes of this Election 30(d), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for:
. [
Note: The Employer must complete the blank line with the applicable time period for computing the QACA Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."
]
|
(2)
|
[ ] Tiered formula.
A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.
|
(3)
|
Time period.
For purposes of this Election 30(e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for:
. [
Note: The Employer must complete the blank line with the applicable time period for computing the Enhanced Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."
]
|
(1)
|
[X]
|
Applies to all Participants.
Applies to all Participants except as may be limited under Election 30(g).
|
(2)
|
[ ]
|
NHCEs only.
Is limited to NHCE Participants only and may be limited further under Election 30(g). No HCE will receive a Safe Harbor Contribution allocation.
|
(3)
|
[ ]
|
NHCEs and designated HCEs.
Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(g):
.
|
(1)
|
[X]
|
No Additional Matching Contributions.
The Employer will not make any Additional Matching Contributions to its safe harbor Plan.
|
(2)
|
[ ]
|
Additional Matching Contributions.
The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan.
(Choose a., b., and c. as applicable.)
:
|
|
a.
|
[ ] Fixed Additional Matching Contribution.
The following Fixed Additional Matching Contribution
(Choose (i)
and (ii) as applicable and complete (iii) for any election.)
:
|
|
|
(i)
[ ] Uniform percentage.
A Matching Contribution equal to
% of each Participant's Elective Deferrals but
|
(ii)
|
[ ] Tiered formula.
A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.
|
b.
|
[ ]
|
Discretionary Additional Matching Contribution.
The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding
% of the Participant's Compensation
(complete
|
|
|
the blank if applicable or leave blank)
.
|
|
(i)
|
Time period.
For purposes of this Election 30(i)(2)b., "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals for:
. [
Note: The Employer must complete the blank line with the applicable time period for computing the Additional Discretionary Matching Contribution, e.g., each payroll period, each calendar month, each Plan Year quarter OR the Plan Year. If the Employer fails to specify a time period, the Employer is deemed to have elected to compute its Additional Matching Contribution based on the Plan Year.
]
|
c.
|
[ ]
|
Describe Additional Matching Contribution formula and time period:
|
|
|
(The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and, if
the Employer elects to satisfy the ACP safe harbor under Election 38(a)(2)a., the formula must comply with Section
3.05(G).)
|
(1)
|
(2)
|
(3)
|
(4)
|
Matching,
|
|
|
|
Nonelective
|
|
|
|
and Forfeitures
|
Matching
|
Nonelective
|
Forfeitures
|
(2)
|
[
|
]
|
501 HOS/terminees
(91 consecutive days if
Elapsed Time). See Section 3.06(B)(1)(b).
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(3)
|
[
|
]
|
Last day of the Plan Year.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(4)
|
[
|
]
|
Last day of the Election 31(c) time period.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(5)
|
[
|
]
|
1,000 HOS in the Plan Year
(182 consecutive days in Plan Year if Elapsed Time).
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
(6)
|
[
|
]
|
(specify) HOS within the Election
31(c) time period,
(but not exceeding 1,000
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
|
HOS in a Plan Year).
|
|
|
|
|
|
|
|
|
|
(7)
|
[ ] Describe conditions:
(e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)
|
(1)
|
[ ] Do not apply.
Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.
|
(c)
Suspension.
The suspension of allocation conditions of Section 3.06(F)
(Choose one of (1) or (2).)
: (1)
|
[ ] Applies.
Applies as follows
(Choose one of a., b., or c.)
:
|
(1) All Forfeitures
|
|
(2) Nonelective Forfeitures
|
(3) Matching Forfeitures
|
|||||||
(1)
|
[
|
]
|
Additional Nonelective.
Allocate as additional Discretionary
Nonelective Contribution.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
(2)
|
[
|
]
|
Additional Match.
Allocate as additional Discretionary
Matching Contribution.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
(3)
|
[
|
]
|
Reduce Nonelective.
Apply to Nonelective Contribution.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
(4)
|
[
|
]
|
Reduce Match.
Apply to Matching Contribution.
|
[
|
]
|
OR
|
[
|
]
|
[
|
]
|
(6)
|
[ ]
|
Describe:
|
|
(must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and
|
|
;
|
||
Plan X participants.)
|
a.
|
[
|
]
|
All Deferring Participants.
All Participants who have a Salary Reduction Agreement in effect to defer at least
% of
Compensation.
|
b.
|
[
|
]
|
New Deferral Elections.
All Participants who file a Salary Reduction Agreement after the effective date of this
Election, or, as appropriate, any amendment thereto, to defer at least
% of Compensation.
|
c.
|
[
|
]
|
Describe affected Participants:
|
a.
|
[ ] Automatic increase.
The Participant’s Elective Deferrals will increase by
% per year up to a maximum of
% of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.
|
(4)
|
First Year of Increase.
The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless a. is selected below:
|
(a)
Type of IRA contribution.
A Participant's Designated IRA Contributions will be
(Choose one of (1), (2), or (3).)
: (1)
|
[ ] Traditional.
|
(1)
|
[
|
]
|
IRA.
|
(2)
|
[
|
]
|
Individual Retirement Annuity.
|
(3)
|
[
|
]
|
IRA/Individual Retirement Annuity.
As the Participant elects at the time of contribution.
|
c.
|
[
|
]
|
Not applicable.
The Plan does not permit Matching Contributions or Employee Contributions and the Plan
|
|
|
|
Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.
|
d. e.
|
[ [
|
]
]
|
Current Year Testing. Prior Year Testing.
|
b.
|
[ ] ACP test only.
ADP test safe harbor applies, but Plan will perform ACP test as follows
(Choose one of (i) or (ii).)
: (i)
[ ] Current Year Testing.
|
(b)
[ ] Age/participation.
The later of the date the Participant attains age
|
or the
anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [
Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.
]
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
|
|
|
Additional
|
|
All
|
|
Regular
|
Matching
(See
|
QACA
|
Contributions
|
Nonelective
|
Matching
|
Section 3.05(F))
|
Safe Harbor
|
(a)
Year of Service.
An Employee must complete at least
|
Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [
Note: The number may not exceed 1,000. If left blank, the requirement is 1,000.
]
|
(b)
[ ] Exclusions.
The Plan excludes the following Years of Service for purposes of vesting
(Choose one or more of (1) through (4).)
: (1)
|
[ ] Age 18.
Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.
|
(2)
|
[ ] Prior to Plan establishment.
Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.
|
(1)
|
Amount limit.
As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to
(Choose one of a., b., or c.)
:
|
a.
|
[ ] Only if exceeds $1,000.
Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.
|
b.
|
[ ] Specify lesser amount.
Only if the amount of the Mandatory Distribution is at least: $
(specify $1,000 or less)
, which for this purpose must include any Rollover Contributions Account.
|
(1) All Contrib.
|
(2) Elective Deferrals
|
(3)
Safe Harbor
Contrib.
|
(4)
QNECs
|
(5)
QMACs
|
(6) Matching Contrib.
|
(7) Nonelective/ SIMPLE
|
|||||
(1)
|
[ ]
|
None.
Except for
Election 47(a)
|
N/A
(See Election
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[
|
]
|
[
|
]
|
(2)
|
[X] Age
(Choose one or both of a. and b.)
:
|
(3)
|
[X] Hardship
(Choose one or both of a. and b.)
:
|
(4)
|
[
|
]
|
Disability.
|
[ ]
|
OR
|
[ ]
|
[ ]
|
[ ]
|
[ ]
|
[
|
]
|
[
|
]
|
(5)
|
[
|
]
|
year
|
N/A
|
|
N/A
|
N/A
|
N/A
|
N/A
|
[
|
]
|
[
|
]
|
|
|
|
contributions.
(specify minimum of
two years)
See Section
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.01(C)(4)(a)(i).
|
|
|
|
|
|
|
|
|
|
|
(6)
|
[
|
]
|
months of participation.
(specify minimum of 60 months)
See Section
6.01(C)(4)(a)(ii).
|
N/A
|
|
N/A
|
N/A
|
N/A
|
N/A
|
[
|
]
|
[
|
]
|
(7)
|
[
|
]
|
Qualified Reservist
Distribution.
See
|
N/A
|
|
[ ]
|
N/A
|
N/A
|
N/A
|
|
N/A
|
|
N/A
|
|
|
|
Section 6.01(C)(4)(b)(iii).
|
|
|
|
|
|
|
|
|
|
|
(8)
|
[X] Deemed Severance [X] [ ] [ ] [ ] [ ] [ ] [ ] Distribution.
|
(1)
|
[ ]
|
100% vesting required.
A Participant may not receive an In-Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to
(Choose one or more of a. or b.)
:
|
|
a.
|
[ ] Hardship distributions.
Distributions based on hardship.
|
|
b.
|
[ ] Other In-Service.
In-Service distributions other than distributions based on hardship.
|
(2)
|
[ ]
|
Minimum amount.
A Participant may not receive an In-Service Distribution in an amount which is less than:
$
(specify amount not exceeding $1,000)
.
|
(3)
|
[ ]
|
Describe other conditions:
|
(1)
|
One-year marriage rule.
Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception
(Choose one of a. or b.)
:
|
(b)
[ ] Joint and survivor annuity applicable.
Section 6.04 applies to all Participants
(Complete (1).)
: (1)
|
One-year marriage rule.
Under Section 6.04(B) relating to the QPSA
(Choose one of a. or b.)
:
|
|
(1)
|
|
(2)
|
(3)
|
(4)
|
|
|
Elective Deferrals/
|
|
|
|
All
Contributions
|
|
Employee
Contributions
|
Matching
Contributions
|
Nonelective
Contributions
|
|
(a)
[X] Daily.
See Section 7.04(B)(4)(a).
|
[X]
|
OR
|
[ ]
|
[ ]
|
[ ]
|
(b)
[ ] Balance forward.
|
[ ]
|
OR
|
[ ]
|
[ ]
|
[ ]
|
(c)
|
[ ]
|
Balance forward with adjustment.
See Section 7.04(B)(4)(c). Allocate pursuant to the balance forward method,
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
except treat as part of the relevant
Account at the beginning of the
Valuation Period
% of the contributions made during the following
Valuation Period:
.
|
|
|
|
|
|
|
|
|
(d)
|
[ ]
|
Weighted average.
See Section
7.04(B)(4)(d). If not a monthly weighting period, the weighting
|
[ ]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
|
period is:
.
|
|
|
|
|
|
|
|
|
(e)
|
[X]
|
Participant-Directed Account method.
See Section 7.04(B)(4)(e).
|
[X]
|
OR
|
[
|
]
|
[
|
]
|
[
|
]
|
|
(1)
|
|
(2)
Elective Deferrals/
|
(3)
|
(4)
|
||
All
Contributions
|
|
Employee
Contributions
|
Matching
Contributions
|
Nonelective
Contributions
|
|||
(a)
|
[ ]
|
No additional Valuation Dates.
|
[ ]
|
OR
|
[ ]
|
[ ]
|
[ ]
|
(b)
|
[X]
|
Daily Valuation Dates.
Each business day of the Plan Year on which Plan assets for which there is an established market are
|
[X]
|
OR
|
[ ]
|
[ ]
|
[ ]
|
(b)
[ ] Applies.
The Plan is a Multiple Employer Plan and the Article XII Effective Date is:
|
. The Employer makes the following additional elections
(Choose (1) if applicable.)
:
|
(1)
|
[ ] Participating Employer may modify.
See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not apply Adoption Agreement elections) as follows
(Choose one of a. or b. Choose c. if applicable.)
:
|
c.
|
[ ] Restrictions.
May modify subject to the following additional restrictions:
(Specify restrictions. Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.)
.
|
(h)
[ ] Elective Deferrals (3.02(A)-(D)).
The Elective Deferral provisions under Election(s)
|
(specify 20-23 as applicable)
are effective:
.
|
(j)
[ ] Nonelective Contributions (3.04).
The Nonelective Contribution provisions under Election(s)
|
(specify 27-29 as applicable)
are effective:
.
|
(q)
[ ] Distributions (6.01, 6.03 and 6.04).
The distribution elections under Election(s)
|
(specify 45-51 as applicable)
are effective:
.
|
(2)
|
[ ] Alternative (general) 415 Compensation (1.11(B)(4)).
The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.
|
(4)
|
[ ] Pre-Regulatory inclusion of Post-Severance Compensation (1.11(I) and 4.05(F)).
Prior to the first Limitation Year beginning on or after July 1, 2007 (the Effective Date of the final 415 regulations), the Plan includes Post-Severance Compensation within the meaning of Prop. Treas. Reg. §1.415(c)-2(e) as described in Sections 1.11(I) and 4.05(F) as follows
(Choose one or both of a. and b.)
:
|
a.
|
[ ] Include for 415 testing.
Include for 415 testing and for other testing which uses 415 Compensation. This provision applies effective as of
(specify a date which is no earlier than January 1, 2005)
.
|
b.
|
[ ] Include for allocations.
Include for allocations as follows
(specify affected Contribution Type(s) and any adjustments to Post-Severance Compensation used for allocation)
:
. This provision applies effective as of
(specify a date which is no earlier than January 1,
|
(5)
|
[ ]
|
Inclusion of Deemed Disability Compensation (1.11(K)).
Include Deemed Disability Compensation.
(Choose one of a.
|
|
a.
|
or b.)
:
[ ] NHCEs only.
Apply only to disabled NHCEs.
|
|
b.
|
[ ] All Participants.
Apply to all disabled Participants. The Employer will make Employer Contributions for such
|
(6)
|
[ ] Treatment of Differential Wage Payments (1.11(L)).
In lieu of the provisions of Section 1.11(L), the Employer elects the following
(Choose one or more of a., b., c., and d. as applicable.)
:
|
a.
|
[
|
]
|
Effective date.
The inclusion is effective for Plan Years beginning after
(may not be earlier than December 31, 2008)
.
|
|
b.
|
[
|
]
|
Elective Deferrals only.
The inclusion only applies to Compensation for purposes of Elective Deferrals.
|
|
c.
|
[
|
]
|
Not included.
The inclusion does not apply to Compensation for purposes of any Contribution Type.
|
|
d.
|
[
|
]
|
Other:
(specify other Contribution Type Compensation which includes Differential Wage Payments)
|
|
(7)
|
[ ]
|
Leased Employees (1.22(B)).
(Choose one or both of a. and b. if applicable.)
:
|
||
|
a.
|
[ ] Inclusion of Leased Employees (1.22(B)).
The Employer for purposes of the following Contribution Types, does
|
b.
|
[ ] Offset if contributions to leasing organization plan (1.22(B)(2)).
The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows:
|
(8)
|
[ ] Inclusion of Reclassified Employees (1.22(D)(3)).
The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees):
(specify Contribution Types and/or categories of Reclassified Employees)
.
|
(d)
[ ] Contribution/allocation (Article III) overrides.
(Choose one or more of (1) through (9) as applicable.)
: (1)
|
[ ] Roth overrides.
(Choose one or more of a., b., c., or d. as applicable.)
:
|
a.
|
[
|
]
|
Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)).
The Employer elects to treat Automatic
Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre-Tax Deferrals.
|
b.
|
[
|
]
|
In-Plan Roth Rollovers limited to In-Service only (3.08(E)(2)(a)).
Only Participants who are Employees may elect to make an In-Plan Roth Rollover Contribution.
|
c.
|
[
|
]
|
Vested In-Plan Roth Rollovers (3.08(E)(2)(b)).
Distributions related to In-Plan Roth Rollovers may only be made from accounts which are fully Vested.
|
d.
|
[
|
]
|
Source of In-Plan Roth Rollover Contribution (3.08(E)(3)(b)).
The Plan permits an In-Plan Roth Rollover only from the following qualifying sources
(Choose one or more.)
:
|
(vii)
[ ]
Other:
|
(specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion)
|
(2)
|
[ ]
|
No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)).
Any Safe Harbor Nonelective Contributions allocated to a Participant's account will
not
be applied toward (offset) any allocation to the Participant of a non-Safe
|
|
|
Harbor Nonelective Contribution.
|
(3)
|
[ ]
|
Short Plan Year or allocation period (3.06(B)(1)(c)).
The Plan Administrator
(Choose one of a. or b.)
:
|
|
a.
|
[ ] No pro-ration.
Will
not
pro-rate Hours of Service in any short allocation period.
|
|
b.
|
[ ] Pro-ration based on months.
Will pro-rate any Hour of Service requirement based on the number of months in the
|
(4)
|
[ ] Limited waiver of allocation conditions for rehired Participants (3.06(G)).
The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).
|
(7)
|
[ ] HEART Act continued benefit accrual (3.11(K)).
The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of
(Choose one of a. or b.; and choose c. if the provisions no longer are effective.)
:
|
c.
|
[ ] One classification only.
The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.
|
(9)
|
[ ] Suspension (3.06(F)(3)).
The Plan Administrator in applying Section 3.06(F) will
(Choose one or more of a., b., and c. as applicable.)
:
|
a.
|
[
|
]
|
Re-order tiers.
Apply the suspension tiers in Section 3.06(F)(2) in the following order:
(specify order)
.
|
b.
|
[
|
]
|
Hours of Service tie-breaker.
Apply the greatest Hours of Service as the tie-breaker within a suspension tier in lieu of applying the lowest Compensation.
|
c.
|
[
|
]
|
Additional/other tiers.
Apply the following additional or other tiers:
(specify suspension tiers and ordering)
.
|
d.
|
[ ] Include salary continuation for disabled Participants.
See Section 1.11(I)(3).
(Choose one of (i) or (ii).)
: (i)
[ ] For Nonhighly Compensated Employees only.
|
(ii)
|
[ ] For all Participants.
In which case the salary continuation will continue for the following fixed or determinable period:
.
|
(1)
|
[ ] Application of non-top-heavy vesting and top-heavy vesting (5.03(A)(2)).
The Employer makes the following elections regarding the application of non
-
top
-
heavy vesting and top-heavy vesting
(Choose a., b., and c. as applicable.)
:
|
|
(iv)
|
Application to Contribution Types.
Apply the elected non-top-heavy vesting schedule
(Choose one of A. or B.)
:
|
|
A.
[ ] All.
To all Contribution Types subject to vesting (other than QACA Safe Harbor Contributions).
|
|
|
B.
[ ] Describe application to affected Contribution Type(s):
|
|
(v)
|
Application of top
-
heavy and non
-
top
-
heavy schedules.
(Choose one of A. or B.)
:
|
|
|
A.
[ ] Apply top
-
heavy schedule in all Plan Years once top-heavy.
|
|
|
B.
[ ] Apply top
-
heavy schedule only in top
-
heavy Plan Years.
|
|
b.
|
[ ]
|
Election to eliminate HOS requirement post
-
EGTRRA or post
-
PPA for top
-
heavy vesting.
The top-heavy vesting schedule(s) apply
(Choose one or both of (i) and (ii).)
:
|
|
(i)
|
[ ] No post-EGTRRA HOS requirement for Matching.
To all Participants even if they do not have one Hour
|
(ii)
|
[ ] No post-PPA HOS requirement for affected other Employer Contributions.
To all Participants even if they do not have one Hour of Service in a Plan Year beginning after December 31, 2006.
|
c.
|
[ ]
|
Election to apply top-heavy vesting only as to post-EGTRRA or post-PPA contributions.
The top
-
heavy
|
|
(i)
|
vesting schedule(s) apply
(Choose one or both of (i) and (ii).)
:
[ ] Post-EGTRRA Matching Contributions.
Only to Regular Matching Contributions and Additional
|
(ii)
|
[ ] Post-PPA other Employer Contributions.
Only to non
-
Matching Contributions made in Plan Years beginning after December 31, 2006, and to the associated Earnings.
|
(2)
|
[
|
]
|
Alternative "grossed-up" vesting formula (5.03(C)(2)).
The Employer elects the alternative vesting formula described in Section 5.03(C)(2).
|
(3)
|
[
|
]
|
Source of Cash-Out forfeiture restoration (5.04(B)(5)).
To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order
(Specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution)
:
.
|
(4)
|
[
|
]
|
Deemed Cash-Out of 0% Vested Participant (5.04(C)).
The deemed cash-out rule of Section 5.04(C) does not apply to the Plan.
|
(5)
|
[
|
]
|
Accounting for Cash-Out repayment; Contribution Type (5.04(D)(2)).
In lieu of the accounting described in Section
5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash -Out repayment
|
|
|
|
(Choose one of a. or b.)
:
|
|
a.
|
|
[ ] Nonelective rule.
Under the nonelective rule.
|
|
b.
|
|
[ ] Rollover rule.
Under the rollover rule.
|
(6)
|
[
|
]
|
One-year hold-out rule - vesting (5.06(D)).
The one-year hold-out Break in Service rule under Code §411(a)(6)(B)
applies.
|
a.
|
[ ] In-Service Roth Rollover events.
The Employer elects to permit In-Service Distributions under the following conditions solely for purposes of making an In-Plan Roth Rollover Contribution
(Choose one or more of (i) through (iv); select (v) if applicable.)
:
|
a.
|
[ ] RMD overrides if Participant dies before DCD (6.02(B)(1)(e)).
If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the RMD distribution rules are modified as follows
(Choose one of (i) through (iv).)
:
|
(i)
|
[ ] Election of 5-year rule.
If a Designated Beneficiary does not make a timely election, the 5-year rule applies in lieu of the Life Expectancy rule.
|
c.
|
[X] 2009 RMD waiver elections (6.02(F)).
In lieu of the 2009 RMDs suspension (subject to a Participant or Beneficiary election to continue), as provided in Section 6.02(F)
(Choose one of (i) through (iii) if applicable. Choose (iv) or (v) if applicable.)
:
|
(ii)
|
[ ] RMDs continued - no election.
2009 RMDs are continued as provided in Section 6.02(F)(3), without regard to a waiver. No election is available to Participants or Beneficiaries.
|
(iii)
[ ] Other:
|
(Describe, e.g., the Plan suspended 2009 RMDs and did not offer an election or the Plan changed from one treatment of 2009 RMDs to another treatment during 2009.)
|
a.
|
[ ] Default Distribution Methods (6.03(B)(2)).
If a Participant or Beneficiary does not make a timely election as to distribution method and timing the Plan Administrator will direct the Trustee to distribute using the following method and timing:
(Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selected method and timing must not be discriminatory and must be an option the plan makes available to participants and/or beneficiaries.)
|
b.
|
[ ] Beneficiary Distribution Methods (6.03(A)(2)).
The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution:
|
(iv)
[ ] Other:
|
(Describe, e.g., Lump-Sum or Installments for surviving spouse Beneficiaries, Lump-Sum only for all other Beneficiaries.)
|
a.
|
[ ] Modification of QJSA (6.04(A)(3)).
The Survivor Annuity percentage will be
%.
(Specify a percentage between 50% and 100%.)
|
a.
|
[ ] Restriction on hardship source; grandfathering (6.07(E)).
The hardship distribution limit includes grandfathered amounts.
|
(7)
|
[X]
|
Replacement of $5,000 amount (6.09).
All Plan references (except in Sections 3.02(D), 3.10 and 3.12(C)(2)) to "$5,000" will be $
$1,000
.
(Specify an amount less than $5,000.)
|
(8)
|
[X]
|
Beneficiary's hardship need (6.07(H)).
Effective
August 17, 2006
(Specify date not earlier than August 17, 2006)
, a
|
|
|
Participant's hardship includes an immediate and heavy financial need of the Participant's primary Designated Beneficiary
under the Plan, as described in Section 6.07(H).
|
(9)
|
[ ]
|
Non-spouse beneficiary rollover not permitted before required (6.08(G)).
For distributions after December 31, 2006, and before
(
Specify a date not later than January 1, 2010)
, the Plan does not permit a Designated Beneficiary other than the Participant's surviving spouse to elect to roll over a death benefit distribution.
|
a.
|
[ ] Treat as contribution.
Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.
|
(2)
|
[ ] Automatic revocation of spousal designation (7.05(A)(1)).
The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.
|
(3)
|
[ ] Limitation on frequency of Beneficiary designation changes (7.05(A)(4)).
Except in the case of a Participant incurring a major life event, a period of at least
must elapse between Beneficiary designation changes.
(Specify a period of time, e.g., 90 days OR 12 months.)
|
(4)
|
[ ] Definition of "spouse" (7.05(A)(5)).
The following definition of "spouse" applies:
(Specify a definition.)
|
(5)
|
[ ] Administration of default provision; default Beneficiaries (7.05(C)).
The following list of default Beneficiaries will apply:
(Specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)
|
(6)
|
[ ] Subsequent restoration of forfeiture-sources and ordering (7.07(A)(3)).
Restoration of forfeitures will come from the following sources, in the following order
(Specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)
|
(7)
|
[ ] State law (7.10(H)).
The law of the following state will apply:
(Specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)
|
(1)
|
[ ] Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.02(A)(13)(a)).
The Plan limit on investment in qualifying Employer securities/real property is
%.
(Specify a percentage which is less than 100%.)
|
(3)
|
[ ] Cross-pay when more than one entity adopts Plan not applicable (8.12).
The cross-pay provisions of Section 8.12 do not apply.
|
(1)
|
[ ] No involuntary termination for Participating Employer (12.11).
The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.
|
0
|
8.458
|
8.196
|
7.949
|
1
|
7.868
|
7.589
|
7.326
|
2
|
7.319
|
7.027
|
6.752
|
3
|
6.808
|
6.506
|
6.223
|
4
|
6.333
|
6.024
|
5.736
|
5
|
5.891
|
5.578
|
5.286
|
6
|
5.480
|
5.165
|
4.872
|
7
|
5.098
|
4.782
|
4.491
|
8
|
4.742
|
4.428
|
4.139
|
9
|
4.412
|
4.100
|
3.815
|
10
|
4.104
|
3.796
|
3.516
|
11
|
3.817
|
3.515
|
3.240
|
12
|
3.551
|
3.255
|
2.986
|
13
|
3.303
|
3.014
|
2.752
|
14
|
3.073
|
2.790
|
2.537
|
15
|
2.859
|
2.584
|
2.338
|
16
|
2.659
|
2.392
|
2.155
|
17
|
2.474
|
2.215
|
1.986
|
18
|
2.301
|
2.051
|
1.831
|
19
|
2.140
|
1.899
|
1.687
|
20
|
1.991
|
1.758
|
1.555
|
21
|
1.852
|
1.628
|
1.433
|
22
|
1.723
|
1.508
|
1.321
|
23
|
1.603
|
1.396
|
1.217
|
24
|
1.491
|
1.293
|
1.122
|
25
|
1.387
|
1.197
|
1.034
|
26
|
1.290
|
1.108
|
0.953
|
27
|
1.200
|
1.026
|
0.878
|
28
|
1.116
|
0.950
|
0.810
|
29
|
1.039
|
0.880
|
0.746
|
30
|
0.966
|
0.814
|
0.688
|
31
|
0.899
|
0.754
|
0.634
|
32
|
0.836
|
0.698
|
0.584
|
33
|
0.778
|
0.647
|
0.538
|
34
|
0.723
|
0.599
|
0.496
|
35
|
0.673
|
0.554
|
0.457
|
36
|
0.626
|
0.513
|
0.422
|
37
|
0.582
|
0.475
|
0.389
|
38
|
0.542
|
0.440
|
0.358
|
39
|
0.504
|
0.407
|
0.330
|
40
|
0.469
|
0.377
|
0.304
|
41
|
0.436
|
0.349
|
0.280
|
42
|
0.406
|
0.323
|
0.258
|
43
|
0.377
|
0.299
|
0.238
|
44
|
0.351
|
0.277
|
0.219
|
45
|
0.327
|
0.257
|
0.202
|
Normal Retirement Age
|
7.50%
|
8.00%
|
8.50%
|
55
|
1.2242
|
1.2147
|
1.2058
|
56
|
1.2043
|
1.1959
|
1.1879
|
57
|
1.1838
|
1.1764
|
1.1694
|
58
|
1.1627
|
1.1563
|
1.1503
|
59
|
1.1411
|
1.1357
|
1.1305
|
60
|
1.1188
|
1.1144
|
1.1101
|
61
|
1.0960
|
1.0925
|
1.0891
|
62
|
1.0726
|
1.0700
|
1.0676
|
63
|
1.0488
|
1.0471
|
1.0455
|
64
|
1.0246
|
1.0237
|
1.0229
|
65
|
1.0000
|
1.0000
|
1.0000
|
66
|
0.9752
|
0.9760
|
0.9767
|
67
|
0.9502
|
0.9518
|
0.9533
|
68
|
0.9251
|
0.9274
|
0.9296
|
69
|
0.8998
|
0.9027
|
0.9055
|
70
|
0.8740
|
0.8776
|
0.8810
|
71
|
0.8478
|
0.8520
|
0.8561
|
72
|
0.8214
|
0.8261
|
0.8307
|
73
|
0.7946
|
0.7999
|
0.8049
|
74
|
0.7678
|
0.7735
|
0.7790
|
75
|
0.7409
|
0.7470
|
0.7529
|
76
|
0.7140
|
0.7205
|
0.7268
|
77
|
0.6874
|
0.6942
|
0.7008
|
78
|
0.6611
|
0.6682
|
0.6751
|
79
|
0.6349
|
0.6423
|
0.6494
|
80
|
0.6090
|
0.6165
|
0.6238
|
(2)
[ ] To another Defined Contribution Plan.
Increase the Top-Heavy Minimum Allocation to 5% and provide under the:
|
(name of other Defined Contribution Plan).
|
|
(1)
|
(2)
|
(3)
|
(4)
|
|||
All
|
Post-E.D.
|
Post-E.D.
|
Effective
|
||||
Participants/
|
Contribution
|
Participants
|
Date
|
||||
(1)
|
[
|
]
|
QJSA/QPSA distributions
|
Accounts
[ ]
|
Accounts only
[ ]
|
only
[ ]
|
(E.D.)
|
(2)
|
[
|
]
|
Installment distributions
|
[ ]
|
[ ]
|
[ ]
|
|
(3)
|
[
|
]
|
In-kind distributions
|
[ ]
|
[ ]
|
[ ]
|
|
Name
|
State of Incorporation
|
Registrant:
|
|
Connecticut Water Service, Inc.
|
Connecticut
|
Subsidiaries:
|
|
The Connecticut Water Company
|
Connecticut
|
Chester Realty, Inc.
|
Connecticut
|
New England Water Utility Services, Inc.
|
Connecticut
|
The Barnstable Holding Company
|
Connecticut
|
The Maine Water Company
|
Maine
|
1.
|
I have reviewed this annual report on Form 10-K of Connecticut Water Service, Inc.;
|
2.
|
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.
|
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.
|
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;
|
c.
|
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;
|
d.
|
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
|
5.
|
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
|
b.
|
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.
|
I have reviewed this annual report on Form 10-K of Connecticut Water Service, Inc.;
|
2.
|
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.
|
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.
|
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;
|
c.
|
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;
|
d.
|
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
|
5.
|
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
|
b.
|
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.
|