Connecticut
(State or other jurisdiction of
incorporation or organization)
|
|
06-0739839
(I.R.S. Employer Identification No.)
|
|
|
|
93 West Main Street, Clinton, CT
(Address of principal executive offices)
|
|
06413
(Zip Code)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
ASSETS
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Utility Plant
|
|
$
|
731,624
|
|
|
$
|
722,447
|
|
Construction Work in Progress
|
|
25,939
|
|
|
23,298
|
|
||
|
|
757,563
|
|
|
745,745
|
|
||
Accumulated Provision for Depreciation
|
|
(203,054
|
)
|
|
(199,461
|
)
|
||
Net Utility Plant
|
|
554,509
|
|
|
546,284
|
|
||
Other Property and Investments
|
|
8,677
|
|
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8,126
|
|
||
Cash and Cash Equivalents
|
|
1,540
|
|
|
731
|
|
||
Accounts Receivable (Less Allowance, 2016 - $974; 2015 - $947)
|
|
9,744
|
|
|
11,012
|
|
||
Accrued Unbilled Revenues
|
|
8,119
|
|
|
8,259
|
|
||
Materials and Supplies, at Average Cost
|
|
1,659
|
|
|
1,617
|
|
||
Prepayments and Other Current Assets
|
|
8,281
|
|
|
5,393
|
|
||
Total Current Assets
|
|
29,343
|
|
|
27,012
|
|
||
Restricted Cash
|
|
198
|
|
|
846
|
|
||
Unrecovered Income Taxes - Regulatory Asset
|
|
80,585
|
|
|
77,510
|
|
||
Pension Benefits - Regulatory Asset
|
|
12,002
|
|
|
12,414
|
|
||
Post-Retirement Benefits Other Than Pension - Regulatory Asset
|
|
500
|
|
|
468
|
|
||
Goodwill
|
|
30,427
|
|
|
30,427
|
|
||
Deferred Charges and Other Costs
|
|
7,860
|
|
|
7,628
|
|
||
Total Regulatory and Other Long-Term Assets
|
|
131,572
|
|
|
129,293
|
|
||
Total Assets
|
|
$
|
724,101
|
|
|
$
|
710,715
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
|
||
Common Stockholders’ Equity:
|
|
|
|
|
|
|
||
Common Stock Without Par Value: Authorized - 25,000,000 Shares
|
|
|
|
|
|
|
||
Issued and Outstanding: 2016 - 11,218,582; 2015 - 11,192,882
|
|
$
|
146,228
|
|
|
$
|
144,534
|
|
Retained Earnings
|
|
80,521
|
|
|
80,378
|
|
||
Accumulated Other Comprehensive (Loss)
|
|
(915
|
)
|
|
(935
|
)
|
||
Common Stockholders’ Equity
|
|
225,834
|
|
|
223,977
|
|
||
Preferred Stock
|
|
772
|
|
|
772
|
|
||
Long-Term Debt
|
|
171,102
|
|
|
171,868
|
|
||
Total Capitalization
|
|
397,708
|
|
|
396,617
|
|
||
Current Portion of Long-Term Debt
|
|
2,850
|
|
|
2,842
|
|
||
Interim Bank Loans Payable
|
|
29,472
|
|
|
16,085
|
|
||
Accounts Payable and Accrued Expenses
|
|
8,499
|
|
|
11,882
|
|
||
Accrued Interest
|
|
1,501
|
|
|
727
|
|
||
Current Portion of Refund to Customers - Regulatory Liability
|
|
1,715
|
|
|
2,994
|
|
||
Other Current Liabilities
|
|
2,274
|
|
|
2,409
|
|
||
Total Current Liabilities
|
|
46,311
|
|
|
36,939
|
|
||
Advances for Construction
|
|
21,376
|
|
|
21,444
|
|
||
Deferred Federal and State Income Taxes
|
|
49,063
|
|
|
48,036
|
|
||
Unfunded Future Income Taxes
|
|
77,883
|
|
|
74,712
|
|
||
Long-Term Compensation Arrangements
|
|
33,075
|
|
|
34,389
|
|
||
Unamortized Investment Tax Credits
|
|
1,245
|
|
|
1,264
|
|
||
Refund to Customers - Regulatory Liability
|
|
592
|
|
|
993
|
|
||
Other Long-Term Liabilities
|
|
5,216
|
|
|
5,273
|
|
||
Total Long-Term Liabilities
|
|
188,450
|
|
|
186,111
|
|
||
Contributions in Aid of Construction
|
|
91,632
|
|
|
91,048
|
|
||
Commitments and Contingencies
|
|
—
|
|
|
—
|
|
||
Total Capitalization and Liabilities
|
|
$
|
724,101
|
|
|
$
|
710,715
|
|
|
2016
|
|
2015
|
||||
Operating Revenues
|
$
|
21,552
|
|
|
$
|
20,030
|
|
Operating Expenses
|
|
|
|
||||
Operation and Maintenance
|
11,289
|
|
|
11,324
|
|
||
Depreciation
|
3,398
|
|
|
3,136
|
|
||
Income Tax Expense
|
393
|
|
|
(941
|
)
|
||
Taxes Other Than Income Taxes
|
2,449
|
|
|
2,346
|
|
||
Total Operating Expenses
|
17,529
|
|
|
15,865
|
|
||
Net Operating Revenues
|
4,023
|
|
|
4,165
|
|
||
Other Utility Income, Net of Taxes
|
155
|
|
|
155
|
|
||
Total Utility Operating Income
|
4,178
|
|
|
4,320
|
|
||
Other Income (Deductions), Net of Taxes
|
|
|
|
||||
Non-Water Sales Earnings
|
395
|
|
|
369
|
|
||
Allowance for Funds Used During Construction
|
232
|
|
|
90
|
|
||
Other
|
(32
|
)
|
|
(7
|
)
|
||
Total Other Income, Net of Taxes
|
595
|
|
|
452
|
|
||
Interest and Debt Expense
|
|
|
|
||||
Interest on Long-Term Debt
|
1,736
|
|
|
1,774
|
|
||
Other Interest Income, Net
|
(142
|
)
|
|
(132
|
)
|
||
Amortization of Debt Expense and Premium, Net
|
31
|
|
|
27
|
|
||
Total Interest and Debt Expense
|
1,625
|
|
|
1,669
|
|
||
Net Income
|
3,148
|
|
|
3,103
|
|
||
Preferred Stock Dividend Requirement
|
9
|
|
|
9
|
|
||
Net Income Applicable to Common Stock
|
$
|
3,139
|
|
|
$
|
3,094
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
||||
Basic
|
10,992
|
|
|
10,924
|
|
||
Diluted
|
11,211
|
|
|
11,144
|
|
||
Earnings Per Common Share:
|
|
|
|
||||
Basic
|
$
|
0.29
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.28
|
|
|
$
|
0.28
|
|
Dividends Per Common Share
|
$
|
0.2675
|
|
|
$
|
0.2575
|
|
|
2016
|
|
2015
|
||||
Net Income
|
$
|
3,148
|
|
|
$
|
3,103
|
|
Other Comprehensive (Loss)/Income, net of tax
|
|
|
|
|
|
||
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax (expense) of $(22) and $(37) in 2016 and 2015
|
35
|
|
|
97
|
|
||
Unrealized (loss) on investments, net of tax benefit (expense) of $10 and $(9) in 2016 and 2015
|
(15
|
)
|
|
14
|
|
||
Other Comprehensive Income, net of tax
|
20
|
|
|
111
|
|
||
Comprehensive Income
|
$
|
3,168
|
|
|
$
|
3,214
|
|
|
2016
|
|
2015
|
||||
Balance at Beginning of Period
|
$
|
80,378
|
|
|
$
|
69,370
|
|
Net Income
|
3,148
|
|
|
3,103
|
|
||
|
83,526
|
|
|
72,473
|
|
||
Dividends Declared:
|
|
|
|
|
|
||
Cumulative Preferred, Class A, $0.20 per share
|
3
|
|
|
3
|
|
||
Cumulative Preferred, Series $0.90, $0.225 per share
|
6
|
|
|
6
|
|
||
Common Stock - 2016 $0.2675 per share; 2015 $0.2575 per share
|
2,996
|
|
|
2,869
|
|
||
|
3,005
|
|
|
2,878
|
|
||
Balance at End of Period
|
$
|
80,521
|
|
|
$
|
69,595
|
|
|
2016
|
|
2015
|
||||
Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
3,148
|
|
|
$
|
3,103
|
|
Adjustments to Reconcile Net Income to Net Cash and Cash Equivalents Provided by
|
|
|
|
|
|
||
Operating Activities:
|
|
|
|
|
|
||
Deferred Revenues
|
(340
|
)
|
|
249
|
|
||
Provision for Deferred Income Taxes and Investment Tax Credits, Net
|
710
|
|
|
(1,366
|
)
|
||
Allowance for Funds Used During Construction
|
(232
|
)
|
|
(90
|
)
|
||
Depreciation and Amortization (including $243 and $220 in 2016 and 2015, respectively, charged to other accounts)
|
3,641
|
|
|
3,356
|
|
||
Change in Assets and Liabilities:
|
|
|
|
|
|
||
Decrease in Accounts Receivable and Accrued Unbilled Revenues
|
1,408
|
|
|
1,468
|
|
||
Increase in Prepaid Income Taxes and Prepayments and Other Current Assets
|
(2,536
|
)
|
|
(1,557
|
)
|
||
(Increase) Decrease in Other Non-Current Items
|
(532
|
)
|
|
632
|
|
||
(Decrease) Increase in Accounts Payable, Accrued Expenses and Other Current Liabilities
|
(3,513
|
)
|
|
292
|
|
||
Total Adjustments
|
(1,394
|
)
|
|
2,984
|
|
||
Net Cash and Cash Equivalents Provided by Operating Activities
|
1,754
|
|
|
6,087
|
|
||
Investing Activities:
|
|
|
|
|
|
||
Net Additions to Utility Plant Used
|
(11,753
|
)
|
|
(6,523
|
)
|
||
Release of Restricted Cash
|
649
|
|
|
—
|
|
||
Net Cash and Cash Equivalents Used in Investing Activities
|
(11,104
|
)
|
|
(6,523
|
)
|
||
Financing Activities:
|
|
|
|
|
|
||
Net Proceeds from Interim Bank Loans
|
29,472
|
|
|
5,422
|
|
||
Net Repayment of Interim Bank Loans
|
(16,085
|
)
|
|
(1,991
|
)
|
||
Costs to Issue Long-Term Debt and Common Stock
|
—
|
|
|
(5
|
)
|
||
Proceeds from Issuance of Common Stock
|
425
|
|
|
366
|
|
||
Repayment of Long-Term Debt Including Current Portion
|
(762
|
)
|
|
(661
|
)
|
||
Advances from Others for Construction
|
114
|
|
|
52
|
|
||
Cash Dividends Paid
|
(3,005
|
)
|
|
(2,878
|
)
|
||
Net Cash and Cash Equivalents Provided by Financing Activities
|
10,159
|
|
|
305
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
809
|
|
|
(131
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
731
|
|
|
2,475
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
1,540
|
|
|
$
|
2,344
|
|
Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
||
Non-Cash Contributed Utility Plant
|
$
|
431
|
|
|
$
|
8
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||
Cash Paid for:
|
|
|
|
|
|
||
Interest
|
$
|
871
|
|
|
$
|
931
|
|
State and Federal Income Taxes
|
$
|
130
|
|
|
$
|
130
|
|
1.
|
Basis of Preparation of Financials
|
2.
|
Pension and Other Post-Retirement Benefits
|
|
Three Months
|
||||||
Period ended March 31,
|
2016
|
|
2015
|
||||
Service Cost
|
$
|
521
|
|
|
$
|
570
|
|
Interest Cost
|
794
|
|
|
771
|
|
||
Expected Return on Plan Assets
|
(979
|
)
|
|
(966
|
)
|
||
Amortization of:
|
|
|
|
|
|
||
Prior Service Cost
|
4
|
|
|
4
|
|
||
Net Recognized Loss
|
511
|
|
|
691
|
|
||
Net Periodic Benefit Cost
|
$
|
851
|
|
|
$
|
1,070
|
|
|
Three Months
|
||||||
Period ended March 31,
|
2016
|
|
2015
|
||||
Service Cost
|
$
|
103
|
|
|
$
|
152
|
|
Interest Cost
|
136
|
|
|
147
|
|
||
Expected Return on Plan Assets
|
(85
|
)
|
|
(81
|
)
|
||
Other
|
56
|
|
|
56
|
|
||
Amortization of:
|
|
|
|
|
|
||
Prior Service Credit
|
(100
|
)
|
|
(142
|
)
|
||
Recognized Net Loss
|
8
|
|
|
110
|
|
||
Net Periodic Benefit Cost
|
$
|
118
|
|
|
$
|
242
|
|
3.
|
Earnings per Share
|
Three months ended March 31,
|
2016
|
|
2015
|
||||
Common Shares Outstanding End of Period:
|
11,218,582
|
|
|
11,151,193
|
|
||
Weighted Average Shares Outstanding (Days Outstanding Basis):
|
|
|
|
|
|
||
Basic
|
10,992,486
|
|
|
10,924,330
|
|
||
Diluted
|
11,211,283
|
|
|
11,144,297
|
|
||
|
|
|
|
||||
Basic Earnings per Share
|
$
|
0.29
|
|
|
$
|
0.28
|
|
Dilutive Effect of Stock Awards
|
(0.01
|
)
|
|
—
|
|
||
Diluted Earnings per Share
|
$
|
0.28
|
|
|
$
|
0.28
|
|
4.
|
Recently Adopted and New Accounting Pronouncements
|
5.
|
Accumulated Other Comprehensive Income
|
6.
|
Long-Term Debt
|
7.
|
Fair Value Disclosures
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Asset Type:
|
|
|
|
|
|
|
|
||||||||
Company Owned Life Insurance
|
$
|
—
|
|
|
$
|
2,915
|
|
|
$
|
—
|
|
|
$
|
2,915
|
|
Money Market Fund
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Funds (1)
|
1,422
|
|
|
—
|
|
|
—
|
|
|
1,422
|
|
||||
Fixed Income Funds (2)
|
493
|
|
|
—
|
|
|
—
|
|
|
493
|
|
||||
Total
|
$
|
1,983
|
|
|
$
|
2,915
|
|
|
$
|
—
|
|
|
$
|
4,898
|
|
|
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
|
|
(1)
|
Mutual funds consist primarily of equity securities and are presented on the Other Property and Investments line item of the Company’s Condensed Consolidated Balance Sheets.
|
(2)
|
Mutual funds consist primarily of fixed income securities and are presented on the Other Property and Investments line item of the Company’s Condensed Consolidated Balance Sheets.
|
8.
|
Segment Reporting
|
Three months ended March 31, 2016
|
||||||||||||||||
Segment
|
|
Revenues
|
|
Pre-Tax Income
|
|
Income Tax Expense
|
|
Net Income
|
||||||||
Water Operations
|
|
$
|
21,855
|
|
|
$
|
2,950
|
|
|
$
|
197
|
|
|
$
|
2,753
|
|
Real Estate Transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Services and Rentals
|
|
1,231
|
|
|
537
|
|
|
142
|
|
|
395
|
|
||||
Total
|
|
$
|
23,086
|
|
|
$
|
3,487
|
|
|
$
|
339
|
|
|
$
|
3,148
|
|
Three months ended March 31, 2015
|
||||||||||||||||
Segment
|
|
Revenues
|
|
Pre-Tax Income
|
|
Income Tax Expense(Benefit)
|
|
Net Income
|
||||||||
Water Operations
|
|
$
|
20,340
|
|
|
$
|
1,687
|
|
|
$
|
(1,047
|
)
|
|
$
|
2,734
|
|
Real Estate Transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Services and Rentals
|
|
1,362
|
|
|
629
|
|
|
260
|
|
|
369
|
|
||||
Total
|
|
$
|
21,702
|
|
|
$
|
2,316
|
|
|
$
|
(787
|
)
|
|
$
|
3,103
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Total Plant and Other Investments:
|
|
|
|
||||
Water Operations
|
$
|
562,224
|
|
|
$
|
553,773
|
|
Non-Water
|
963
|
|
|
637
|
|
||
|
563,187
|
|
|
554,410
|
|
||
Other Assets:
|
|
|
|
||||
Water Operations
|
157,289
|
|
|
154,090
|
|
||
Non-Water
|
3,625
|
|
|
2,215
|
|
||
|
160,914
|
|
|
156,305
|
|
||
Total Assets
|
$
|
724,101
|
|
|
$
|
710,715
|
|
9.
|
Income Taxes
|
10.
|
Lines of Credit
|
Business Segment
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Increase/(Decrease)
|
||||||
Water Operations
|
|
$
|
2,753
|
|
|
$
|
2,734
|
|
|
$
|
19
|
|
Real Estate Transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Services and Rentals
|
|
395
|
|
|
369
|
|
|
26
|
|
|||
Total
|
|
$
|
3,148
|
|
|
$
|
3,103
|
|
|
$
|
45
|
|
Expense Components
|
|
March 31, 2016
|
|
March 31, 2015
|
|
Increase / (Decrease)
|
||||||
Outside services
|
|
$
|
598
|
|
|
$
|
933
|
|
|
$
|
(335
|
)
|
Pension
|
|
849
|
|
|
1,064
|
|
|
(215
|
)
|
|||
Utility costs
|
|
956
|
|
|
1,098
|
|
|
(142
|
)
|
|||
Payroll
|
|
3,771
|
|
|
3,902
|
|
|
(131
|
)
|
|||
Post-retirement medical
|
|
119
|
|
|
243
|
|
|
(124
|
)
|
|||
Vehicles
|
|
339
|
|
|
434
|
|
|
(95
|
)
|
|||
Water treatment (including chemicals)
|
|
587
|
|
|
640
|
|
|
(53
|
)
|
|||
Maintenance
|
|
717
|
|
|
749
|
|
|
(32
|
)
|
|||
Investor relations
|
|
243
|
|
|
193
|
|
|
50
|
|
|||
Medical
|
|
806
|
|
|
714
|
|
|
92
|
|
|||
Other benefits
|
|
63
|
|
|
(44
|
)
|
|
107
|
|
|||
Mark-to-market
|
|
996
|
|
|
(20
|
)
|
|
1,016
|
|
|||
Other
|
|
1,245
|
|
|
1,418
|
|
|
(173
|
)
|
|||
Total
|
|
$
|
11,289
|
|
|
$
|
11,324
|
|
|
$
|
(35
|
)
|
•
|
Outside services decreased primarily due to a reduction in costs associated with outside contractors;
|
•
|
Pension and post-retirement medical costs decreased primarily due to an increase in the discount rate used in determining 2016 expense compared to the discount rate used to determine the 2015 expense;
|
•
|
Utility costs decreased primarily due to a reduction in electric and heating costs in the first quarter of 2016 when compared to the same period of 2015;
|
•
|
Payroll costs decreased primarily due an increase in the amount of employee time charged to capital projects in the period ended March 31, 2016; and
|
•
|
Water treatment costs decreased in the quarter ending March 31, 2016 primarily due to a reduction in chemical costs due to procurement initiatives.
|
•
|
Mark-to-market expense represents the treatment of certain officers’ share-based benefits based on fluctuations in the stock market and the effect that such fluctuations has on vested, but unpaid, share based compensation. The increase in the Company’s stock price between December 31, 2015 and March 31, 2016 was greater than the increase between December 31, 2014 and March 31, 2015, causing an increase in the mark-to-market expense;
|
•
|
Other benefits increased primarily due to costs associated with the Company’s performance stock plan available to officers and senior management of the Company;
|
•
|
Medical insurance costs grew primarily due to an increase in the costs of claims filed by covered employees and their families; and
|
•
|
Costs associated with investor relations increased due to investor outreach initiatives and changes in compensation for the Board of Directors.
|
•
|
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 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.
|
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 the 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 on 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 (Exhibit 3.3 to Form 10-K for the year ended 12/31/14).
|
|
|
|
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 3/31/04).
|
|
|
|
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).
|
|
|
|
10.1*
|
|
Deferred Compensation agreement between The Connecticut Water Company and Robert J. Doffek, dated December 10, 2015, effective December 31, 2015.
|
|
|
|
10.2
|
|
Purchase and Sale Agreement between The Maine Water Company and the Coastal Mountain Land Trust, dated March 10, 2016 (incorporated by reference from Exhibit 10.58 to Form 10-K for the fiscal year ended December 31, 2015).
|
|
|
|
31.1*
|
|
Rule 13a-14 Certification of Eric W. Thornburg, Chief Executive Officer.
|
|
|
|
31.2*
|
|
Rule 13a-14 Certification of David C. Benoit, Chief Financial Officer.
|
|
|
|
32**
|
|
Certification of Eric W. Thornburg, Chief Executive Officer, and David C. Benoit, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
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
|
|
|
|
* filed herewith
|
||
** furnished herewith
|
|
|
Connecticut Water Service, Inc.
(Registrant)
|
|
|
|
Date:
|
May 9, 2016
|
By:
/s/ David C. Benoit
|
|
|
David C. Benoit
Senior Vice President – Finance and Chief Financial Officer |
|
|
|
Date:
|
May 9, 2016
|
By:
/s/ Robert J. Doffek
|
|
|
Robert J. Doffek
Controller |
(A)
|
the Employee's rendering, while employed by the Employer, of any services, assistance or advice, either directly or indirectly, to any person, firm or organization competing with, or in opposition to, the Employer;
|
(B)
|
the Employee's allowing, while employed by the Employer, any use of his name by any person, firm or organization competing with, or in opposition to, the Employer; or
|
(C)
|
willful misconduct by the Employee, including, but not limited to, the commission by the Employee of a felony or the perpetration by the Employee of a common law fraud upon the Employer.
|
December 31, 2015
|
By
/s/ Kristen A. Jonhson
|
Date
|
Title: VP, Human Resources and Corporate Secretary
|
|
|
December 31, 2015
|
/s/ Robert J. Doffek
|
Date
|
Robert J. Doffek
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Connecticut Water Service, Inc. (the “registrant”).
|
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; and
|
(d)
|
Disclosed in this 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 control over financial reporting.
|
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; and
|
(d)
|
Disclosed in this 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 control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|