SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-493
CONSUMERS WATER COMPANY
(Exact name of registrant as specified in its Charter)
Maine 01-0049450
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
Three Canal Plaza, Portland, ME 04101
- ------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (207) 773-6438
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
The number of common shares of Consumers Water Company
outstanding as of May 11, 1998 was 9,006,374.
Part I Item I
Consumers Water Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31, December 31,
1998 1997
-------------------------
(Unaudited)
ASSETS
- ------
PROPERTY, PLANT AND EQUIPMENT, AT COST:
Plant in service $466,093 $499,087
Less - Accumulated depreciation 91,453 92,787
-------------------------
374,640 406,300
Construction work in progress 13,021 11,843
-------------------------
Net property, plant and equipment 387,661 418,143
-------------------------
Assets of Discontinued Operations, Net 2,715 2,679
-------------------------
Investments, at cost 1,522 1,520
-------------------------
CURRENT ASSETS:
Cash and cash equivalents 2,742 2,694
Accounts receivable, net of reserves
of $914 in 1998 and $924 in 1997 7,286 8,695
Unbilled revenue 4,848 5,077
Inventories 1,872 2,068
Prepayments and other 5,207 6,585
Net assets held for sale 26,583 0
-------------------------
Total current assets 48,538 25,119
-------------------------
OTHER ASSETS:
Funds restricted for construction
activity 844 1,079
Deferred charges and other assets 15,538 17,159
-------------------------
16,382 18,238
-------------------------
$456,818 $465,699
=========================
The accompanying notes are an integral part of these consolidated
financial statements.
Consumers Water Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
SHAREHOLDERS' INVESTMENT AND LIABILITIES
- ----------------------------------------
CAPITALIZATION:
Common Stock, $1 par value
Authorized: 15,000,000 shares
Issued: 9,001,752 shares in 1998
and 8,967,894 in 1997 $ 9,002 $ 8,968
Amounts in excess of par value 80,172 79,555
Reinvested Earnings 19,497 20,134
-------------------------
108,671 108,657
Preferred shareholders' investment 1,044 1,044
Minority interest 2,369 2,370
Long-term debt 141,840 171,771
-------------------------
Total capitalization 253,924 283,842
-------------------------
Contributions in Aid of Construction 71,508 77,297
-------------------------
CURRENT LIABILITIES:
Notes payable 19,640 18,830
Sinking fund requirements and
current maturities 31,405 836
Accounts payable 2,033 5,177
Accrued taxes 9,776 9,945
Accrued interest 3,973 3,919
Dividends payable 2,750 2,754
Accrued expenses 9,518 10,310
-------------------------
Total current liabilities 79,095 51,771
-------------------------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
DEFERRED CREDITS:
Customers' advances for construction 22,249 22,049
Deferred income taxes 25,963 26,246
Unamortized investment tax credits 4,079 4,494
-------------------------
52,291 52,789
-------------------------
$456,818 $465,699
=========================
Book Value Per Share of Common Stock $12.07 $12.12
The accompanying notes are an integral part of these consolidated
financial statements.
Consumers Water Company and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
(Unaudited) For the three months ended March 31,
1998 1997
----------------------------------
Operating Revenue $23,407 $22,931
COSTS AND EXPENSES:
Operations and maintenance 10,250 10,637
Depreciation 3,088 2,851
Taxes other than income 3,279 3,122
-------------------------
Operating Expenses 16,617 16,610
-------------------------
Operating Income 6,790 6,321
-------------------------
OTHER INCOME AND (EXPENSE):
Interest expense (3,709) (3,731)
Construction interest capitalized 67 116
Preferred dividends and minority
interest of subsidiaries (22) (29)
Other 332 189
-------------------------
(3,332) (3,455)
-------------------------
EARNINGS FROM CONTINUING OPERATIONS:
Before Income Taxes 3,458 2,866
Income Taxes 1,299 1,032
-------------------------
Total from Continuing Operations 2,159 1,834
-------------------------
LOSS FROM DISCONTINUED OPERATIONS:
Before Discontinuance
(Net of taxes of $234,000) 0 (387)
Provision for Loss on Disposal of
Discontinued Operations
(Net of taxes of $773,000) 0 (1,500)
-------------------------
Total from Discontinued Operations 0 (1,887)
-------------------------
Net Income (Loss) $2,159 ($53)
=========================
Weighted Average Shares Outstanding 8,986 8,767
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Continuing Operations $0.24 $0.21
-------------------------
Discontinued Operations -
Before Discontinuance $0.00 ($0.05)
Loss from Disposal of
Discontinued Operations $0.00 ($0.17)
-------------------------
Total Discontinued Operations $0.00 ($0.22)
-------------------------
Total Basic Earnings (Loss)
per Common Share $0.24 ($0.01)
=========================
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Continuing Operations $0.24 $0.21
-------------------------
Discontinued Operations -
Before Discontinuance $0.00 ($0.05)
Loss from Disposal of
Discontinued Operations $0.00 ($0.17)
-------------------------
Total Discontinued Operations $0.00 ($0.22)
-------------------------
Total Diluted Earnings
(Loss) per Common Share $0.24 ($0.01)
=========================
Dividends Declared Per Common Share $0.305 $0.30
=========================
The accompanying notes are an integral part of these consolidated
financial statements.
Consumers Water Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
For the three months ended March 31,
1998 1997
-------------------------
OPERATING ACTIVITIES:
Net income (loss) $2,159 ($53)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 3,454 3,344
Deferred income taxes and
investment tax credits 256 150
Changes in assets and liabilities:
Decrease in accounts receivable
and unbilled revenue 996 959
Decrease (increase) in inventories 76 (118)
Decrease in prepaid expenses 1,332 1,280
Decrease in accounts payable
and accrued expenses (1,834) (2,460)
Change in other assets, net of change
in other liabilities of
continuing operations (506) (20)
Change in assets, net of change in
liabilities of discontinued
operations (36) 260
Loss on disposal of discontinued
operations 0 1,500
-------------------------
Total adjustments 3,738 4,895
-------------------------
Net cash provided by operating
activities 5,897 4,842
-------------------------
INVESTING ACTIVITIES:
Capital expenditures (4,753) (3,782)
Decrease in funds restricted for
construction activity 235 457
Decrease in construction accounts payable (1,621) (2,064)
-------------------------
Net cash used in investing activities (6,139) (5,389)
-------------------------
FINANCING ACTIVITIES:
Net borrowings of short-term debt 810 2,376
Proceeds from issuance of long-term debt 1,875 225
Repayment of long-term debt (1,237) (128)
Proceeds from issuance of stock 651 1,385
Advances and contributions in
aid of construction 1,019 499
Repayments of advances (28) (91)
Taxes paid by developers on advances and
contributions in aid of construction 0 (13)
Cash dividends paid (2,800) (2,627)
-------------------------
Net cash provided by financing activities 290 1,626
-------------------------
Net increase in cash and cash equivalents 48 1,079
Cash and cash equivalents at beginning of year 2,694 1,775
-------------------------
Cash and cash equivalents at end of period $2,742 $2,854
=========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION FROM CONTINUING OPERATIONS:
Cash paid during the year for:
Interest (net of amounts capitalized) $3,515 $3,793
Income taxes $90 $123
NON-CASH INVESTING AND FINANCING
ACTIVITIES FOR THE PERIOD:
Property advanced or contributed $686 $227
The accompanying notes are an integral part of these consolidated
financial statements.
CONSUMERS WATER COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1998
PART I ITEM 1
A. PREPARATION OF FINANCIAL STATEMENTS
The condensed financial statements included herein have been
prepared by the registrant, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the registrant
believes that the disclosures which are made are adequate to make
the information presented not misleading, particularly when read
in conjunction with the financial statements and notes thereto
included in the registrants' latest annual report on Form 10-K.
In management's opinion, the attached interim financial
statements reflect all adjustments which are necessary for a fair
statement of the results for the periods presented. All
adjustments made were of a normal and recurring nature except for
the discontinued operations described below.
B. EARNINGS PER SHARE
Earnings per common share are based on the weighted average
number of shares and common share equivalents actually
outstanding during the period. The effect of employee stock
options which are included as common share equivalents is not
material.
C. DISCONTINUED OPERATIONS
On April 29, 1997, the Company announced its intention to dispose
of its technical services company, Consumers Applied
Technologies, Inc (CAT). The Company has been unsuccessful in
selling CAT as an on-going business and is proceeding with its
liquidation. Estimated loss on the disposal of $1.5 million, net
of tax benefits of $773,000 was recorded in the first quarter of
1997. In the fourth quarter an additional reserve of $850,000
net of tax benefits of $438,000 was recorded to reflect
additional expenses associated with the completion of contracts.
CAT's operations were substantially shutdown during 1997. CAT
continues to be responsible for certain long-term contracts,
however. The operating results of CAT prior to the date of
discontinuance are shown under Discontinued Operations on the
accompanying Consolidated Statements of Income and all financial
statements of prior periods have been restated. Total sales for
the discontinued operations for the first quarter of 1998 and
1997 were $32,000 and $2,152,000, respectively. Net assets of
the discontinued operations approximate realizable value. A
summary of the net assets of discontinued operations follows:
March 31, December 31,
1998 1997
- ---------------------------------------------------------------
Cash $ 579,000 $ 332,000
Receivables, net 1,079,000 1,815,000
Income taxes receivable 2,398,000 2,443,000
Other current assets 6,000 16,000
------------ ------------
Total assets $4,062,000 $4,606,000
------------ ------------
Accounts payable $ 117,000 $ 17,000
Accrued expenses 1,136,000 1,816,000
Other 94,000 94,000
------------ ------------
Total liabilities $1,347,000 1,927,000
------------ ------------
Net assets of discontinued operations $2,715,000 $2,679,000
============ ============
D. SUBSEQUENT EVENT
On April 9, 1998, Consumers New Hampshire Water Company sold its
utility assets to the Town of Hudson under the New Hampshire
condemnation statute for $34.5 million. The sale is expected to
generate a gain of $3.9 million or $0.43 per share and will be
recorded in the second quarter of 1998. Consumers New Hampshire
had $6.5 million in sales, $744,000 in net income, and 8,229
customers in 1997. The assets of Consumers New Hampshire have
been reclassed to Net assets held for sale on the accompanying
balance sheet. In addition, long term debt, which was
subsequently paid off with the sales proceeds, is shown under
current maturities.
PART I ITEM 2
Management's Discussion and Analysis of Financial Conditions and
Results of Operations.
The following discussion and analysis sets forth certain factors
relative to the Company's financial condition at March 31, 1998
and the results of its operations for the three months then
ended as compared to the same period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
CONSTRUCTION PROGRAM
Capital construction expenditures totaled $3.8 million, net of
contributions and advances, in the first quarter of 1998,
substantially all of which relates to the Company's utility
subsidiaries. Projects included $800,000 spent on the major plant
replacement described below, and many smaller projects around the
Company.
The Company expects capital expenditures for 1998 through 2000 to
be $72 million, net of contributions and advances. The capital
construction budget is down from its peak of $103 million for the
1995-1997 planning period as a result of the completion of many
of the improvements required by the Safe Drinking Water Act
(SDWA), the Clean Water Act (CWA), and other regulations. With
the reduced capital spending due to regulatory requirements, the
Company has increased its focus on replacing aging
infrastructure.
The Company is engaged in a project that will replace a major
plant at Consumers Pennsylvania Water Company - Shenango Valley
Division. The cost of this project is estimated at $32 million
when it is completed in 2000. This will replace one of the
Company's oldest water treatment plants. Current and future
water quality regulations along with future demand projections
require that the existing plant be retired and replaced with a
new facility. The design is complete and construction has
commenced. The Company expects to finance this project with tax
exempt debt and equity.
Several of the Company's water utility subsidiaries have filed or
plan to file rate cases in their respective jurisdictions for
recovery of and return on capital used to fund their capital
expenditure programs. Costs which have been prudently incurred
in the judgement of the appropriate public utility commission
have been, and are expected to continue to be, recognized in rate
setting. Given the large rate increases in recent years,
Management expects the current increased scrutiny of rate
requests by state public utility commissions and delays in
obtaining rate relief to continue, even with decreasing capital
construction budgets.
FINANCING AND CAPITALIZATION
Water utilities now require higher equity ratios than in the past
to maintain favorable debt ratings due to the recognition by
Standard & Poor's rating system of the additional risk of the
SDWA requirements and the uncertainty of future regulatory
treatment of the cost of these requirements. Due to this need for
higher equity ratios and the size of the Company's capital
spending program, the Company had expected to return to the
equity market. However, the sale of Consumers New Hampshire
generated over $19 million in cash which was used to pay down
long-term debt. This is expected to delay the Company's need to
return to the equity market for a few years. The Company's
subsidiaries anticipate continuing to fund their immediate cash
flow needs with short-term lines of credit until a subsidiary's
short-term debt level is high enough to warrant placement of
long-term debt, generally, in the $4-6 million range. The
Company's subsidiaries had unused lines of credit available at
March 31, 1998 of $69.2 million. In addition, the Company has
three revolving credit agreements with a total availability of
$35.0 million. These agreements are committed until mid-1999.
Previous borrowings under these lines were used primarily to
provide equity infusions to the subsidiaries. In addition to the
short-term debt, the Company's water utility subsidiaries plan to
continue to use tax-exempt, long-term debt financing in
appropriate situations.
Retained earnings declined by $637,000 in the first quarter of
1998 as a result of dividends in excess of earnings. This
reflects the seasonality of the Company's business and the
continuation of its dividend policy.
ACQUISITIONS AND DISPOSITIONS
Over the past five years, the Company has acquired five water
systems. Management anticipates continuing the acquisition
policy of recent years.
The Company has sold five divisions with customers totaling
approximately 15,000 under the threat of eminent domain since
1991. The gain on these sales totaled over $7 million. On
April 9, 1998 Consumers New Hampshire Water Company sold its
utility assets to the Town of Hudson under the New Hampshire
condemnation statute for $34.5 million. The sale is expected to
generate a gain of $3.9 million or $0.43 per share and will be
recorded in the second quarter of 1998. Consumers New Hampshire
had $6.5 million in sales, $744,000 in net income, and 8,229
customers in 1997. It is expected that interest savings
associated with paying off the revolving credit agreements will
help offset the loss of New Hampshire's normal contribution to
income. The Company continues to work with the local communities
in its service areas in an effort to prevent future eminent
domain proceedings.
OTHER
In 1985, the Company's subsidiary, Consumers Maine Water Company,
started construction of a transmission main to Fish and Hobbs
ponds, which are located in Hope, Maine, to increase the
available water supply of its Camden and Rockland Division. Due
to local opposition related to the uncertainty about the
environmental impact of withdrawing water from these ponds, the
project was delayed. In 1989, final legislation was passed that
imposed a moratorium on the withdrawal of water from these ponds.
The Maine Public Utilities Commission (MPUC) ordered Consumers
Maine to defer the costs of the project, the legal costs of
defending its water rights and carrying costs until its first
rate case after June 1, 1997. Consumers Maine currently has
approximately $600,000 on its balance sheet related to this
project and expects to file a rate case with the MPUC in 1998
seeking recovery of these costs.
Following an audit of the Company, the Maine State Tax Assessor
assessed additional state corporate income taxes against the
Company for the period 1988 to 1993 due to the application of the
unitary tax method. The amount of the additional taxes,
penalties and interest assessed was $586,207.11 as of
February 5, 1998. As a result of the denial of the Company's
request for reconsideration of the additional assessment, the
Company filed a petition for Review and DeNovo Determination of
the assessment with the Cumberland County Superior Court of the
State of Maine on March 5, 1998. In its petition, the Company
seeks a final determination that a portion of the assessment is
barred by the statute of limitations and that the entire
assessment is improper on several grounds, including that it
represents an inappropriate application of the state's unitary
tax method for the years subject to the audit. As part of its
normal business practice, the Company maintains a reserve for
possible additional tax assessments from taxing authorities. The
Company expects this reserve to be adequate to cover this
assessment. Therefore the Company does not expect that the
amount of taxes, interest and penalties finally determined to be
due will have a material impact on its financial position,
results of operations or cash flows.
The Company has completed a review of the computer programs used
in its business to determine the risk that those systems might
fail due to the so-called "millennium bug" which causes computer
systems to fail or malfunction as a result of their inability to
distinguish dates after December 31, 1999 using a two digit entry
field. The Company's computer systems can be divided into three
categories: the Financial Information System, the Customer
Information System, and other systems. The Company plans on
replacing the Financial Information System during 1998 due
primarily to the age of the system. The new system is expected
to cost approximately $2.5 million in total. Most of the costs
of the new system pertain to hardware or software and therefore
will be capitalized. Training, data conversion, and other costs
will be expensed. It is expected that efficiency gains from the
new system will offset many of these costs. The Company has
completed updates to the Customer Information System and has
begun testing. This work was completed with in-house resources
and therefore added no significant incremental costs. The
Company is continuing to evaluate its other systems but does not
expect the cost of updating these systems to be material. The
Company believes that its plan minimizes the risk of failure in
its computer systems due to the millennium bug.
The Company recently announced its intention to form Consumers
Services Company to provide financial support services to the
Company's water utilities beginning in the second half of 1998.
These services are now provided by the Company in part and by
each water utility subsidiary in part. Other support services
such as engineering and human resources may be added in the
future.
RESULTS OF OPERATIONS
First Quarter 1998, Compared to First Quarter 1997
REVENUE
Revenues increased $476,000 or 2.1% compared to the first three
months of 1997, due to rate increases. On April 1, 1998 a rate
case was settled for $775,000 in additional annual revenue.
Currently there are three rate cases pending in which $3.5
million of additional annual revenue is sought. The Company's
water utility subsidiaries plan to file three additional cases in
1998, timed to seek recovery of and return on funds used to
finance their capital expenditure programs.
OPERATING EXPENSES
Operating expenses increased only $7,000 compared to the first
three months of 1997. Depreciation increased $237,000 due to
higher plant balances and higher depreciation rates. Other
taxes, which predominantly relates to property taxes, increased
$157,000 due to higher plant balances. Operations and
maintenance expense actually decreased $387,000 due to the
Company's cost control efforts.
PART II
Item 1. Legal Proceedings.
As previously reported, John L. Palmer (who is no relation to the
Company's director, John E. Palmer, Jr.) had brought a lawsuit
against the Company and its former subsidiary, SHC Corporation,
in Cumberland County Superior Court seeking indemnification for
expenses incurred in connection with the lawsuit previously
brought against the Company and SHC Corporation by the Penobscot
Indian Nation, as to which the Company and SHC Corporation had
been granted summary judgement. Mr. Palmer, a former director of
SHC Corporation, was a co-defendant in the suit brought by the
Penobscot Indian Nation. Following trial, on April 15, 1998, a
jury awarded Mr. Palmer $22,201.82 plus interest and costs of
$3,330.28 and $738.40, respectively. While the Company believes
it has grounds for appeal of this award, it does not anticipate
taking such an appeal.
Following an audit of Consumers Water Company, Consumers Maine
Water Company and their affiliated companies, the Maine State Tax
Assessor assessed additional state corporate income taxes against
the Company and its affiliates for the period 1988 to 1993 due to
the application of the unitary tax method. The amount
of the additional taxes, penalties and interest assessed was
$586,207.11 as of February 15, 1998. As a result of the denial
of the Company's request for reconsideration of the additional
assessment, the Company filed a petition for Review and DeNovo
Determination of the assessment with the Cumberland County
Superior Court of the State of Maine on March 5, 1998. In its
petition, the Company seeks a final determination that a portion
of the assessment is barred by the statute of limitations and
that the entire assessment is improper on several grounds,
including that it represents an inappropriate application of the
state's unitary tax method for the years subject to the audit. As
part of its normal business practice, the Company maintains a
reserve for possible additional tax assessments from taxing
authorities. The Company expects this reserve to be adequate to
cover this assessment. Therefore, the Company does not expect
that the amount of taxes, interest and penalties finally
determined to be due will have a material impact on its financial
position, results of operations or cash flows.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Agreement for Purchase and Sale of assets dated
October 24, 1997 by and between Consumers New Hampshire Water
Company and the Town of Hudson is incorporated by reference to
Exhibit 2.1 to Consumers Water Company's Quarterly Report on
Form 10-Q for the Quarter ended September 30, 1997.
27. Financial Data Schedule is submitted herewith as
Exhibit 27.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed during the quarter
ended March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CONSUMERS WATER COMPANY
(Registrant)
/s/ Peter L. Haynes
4/13/98 -----------------------------
- ---------- Peter L. Haynes
Date Chief Executive Officer
/s/ John F. Isacke
4/13/98 -----------------------------
- ---------- John F. Isacke
Date Chief Financial Officer
Exhibit Index
2.1 Agreement for Purchase and Sale of assets dated
October 24, 1997 by and between Consumers New Hampshire
Water Company and the Town of Hudson is incorporated by
reference to Exhibit 2.1 to Consumers Water Company's
Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1997.
27. Financial Data Schedule is submitted herewith as
Exhibit 27
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