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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--- SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED March 31, 1995
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 0-8084
Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 06-0739839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
93 West Main Street, Clinton, CT 06413
(Address of principal executive offices) (Zip Code)
(203) 669-8636
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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
-------- --------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a count. Yes No
-------- --------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
2,904,827
Number of shares of common stock outstanding, March 31, 1995
<PAGE> 2
CONNECTICUT WATER SERVICE, INC.
Financial Report
March 31, 1995 and 1994
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I, ITEM 1: FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 1995
and December 31, 1994 Page 3
Consolidated Statements of Capitalization at
March 31, 1995 and December 31, 1994 Page 4
Consolidated Statements of Income for Three Months
Ended March 31, 1995 and 1994 Page 5
Schedules of Operating Revenues, Taxes Other Than
Income and Other Income for Three Months
Ended March 31, 1995 and 1994 Page 6
Consolidated Statements of Income for Twelve Months
Ended March 31, 1995 and 1994 and for Twelve Months
Ended December 31, 1994 Page 7
Schedules of Operating Revenues, Taxes Other Than
Income and Other Income for Twelve Months
Ended March 31, 1995 and 1994 and for Twelve Months
Ended December 31, 1994 Page 8
Consolidated Statements of Retained Earnings for Three
Months Ended March 31, 1995 and 1994 Page 9
Consolidated Statements of Retained Earnings for Twelve
Months Ended March 31, 1995 and 1994 Page 9
Consolidated Statements of Cash Flows for Three Months
Ended March 31, 1995 and 1994 Page 10
Notes to Consolidated Financial Statements Page 11
PART I, ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations Page 12
PART II, ITEM 4: Submission of Matters to a Vote
of Security Holders Page 13
Signature Page Page 14
</TABLE>
<PAGE> 3
Page 3
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
At March 31, 1995 and December 31, 1994
<TABLE>
<CAPTION>
March 31,
1995 Dec. 31,
ASSETS (Unaudited) 1994
- ------ ----------- --------
(Thousands of dollars)
<S> <C> <C>
Utility Plant
Utility Plant $181,303 $181,079
Construction Work in Progress 3,699 3,369
Utility Plant Acquistion Adjustments (1,206) (1,206)
-------- --------
183,796 183,242
Accumulated Provision for Depreciation (43,281) (42,458)
-------- --------
Net Utility Plant 140,515 140,784
-------- --------
Investments 908 881
-------- --------
Current Assets
Cash 31 18
Accounts Receivable (Less Allowance, 1995 - $140; 1994 - $149) 3,154 3,599
Accrued Unbilled Revenues 2,635 2,800
Prepayments and Other Current Assets 2,218 1,515
-------- --------
Total Current Assets 8,038 7,932
-------- --------
Deferred Charges
Unamortized Debt Issuance Expense 5,541 5,587
Taxes Recoverable Through Future Rates 9,200 9,200
Postretirement Benefits Other Than Pension Recoverable
Through Future Rates 757 757
Recoverable Contamination Clean-Up Costs 4,700 4,700
Prepaid Income Taxes on Contributions in Aid of Construction 483 450
Other Costs 934 950
-------- --------
Total Deferred Charges 21,615 21,644
-------- --------
Total Assets $171,076 $171,241
======== ========
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization (See accompanying statements)
Common Stockholders' Equity $48,652 $47,983
Preferred Stock 772 772
Long-Term Debt 54,470 54,600
-------- --------
Total Capitalization 103,894 103,355
-------- --------
Current Liabilities
Interim Bank Loans Payable 4,406 2,700
Current Portion of Preferred Stock 0 30
Accounts Payable and Accrued Taxes and Interest 5,274 7,279
Accrued Recoverable Contamination Clean-Up Costs 500 500
Other 1,314 1,544
-------- --------
Total Current Liabilities 11,494 12,053
-------- --------
Long-Term Liabilities
Accrued Recoverable Contamination Clean-Up Costs 2,715 2,811
Advances for Construction 12,060 12,099
Contributions in Aid of Construction 18,149 18,145
Deferred Federal Income Taxes 10,547 10,547
Unfunded Future Income Taxes 9,200 9,200
Unfunded Postretirement Benefits Other Than Pension 757 757
Unamortized Investment Tax Credits 2,260 2,274
-------- --------
Total Long-Term Liabilities 55,688 55,833
-------- --------
Total Capitalization and Liabilities $171,076 $171,241
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
Page 4
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CAPITALIZATION
At March 31, 1995 and December 31, 1994
<TABLE>
<CAPTION>
March 31,
1995 Dec. 31,
(Unaudited) 1994
----------- ---------
(Thousands of dollars)
<S> <C> <C>
Common Stockholders' Equity
Common Stock Without Par Value Authorized - 7,500,000 Shares;
Shares Issued and Outstanding: 1995 - 2,904,827; 1994 - 2,870,559 $ 40,866 $ 40,126
Stock Issuance Expense (1,183) (1,183)
Retained Earnings 8,969 9,040
-------- --------
Total Common Stockholders' Equity 48,652 47,983
-------- --------
Cumulative Preferred Stock of Connecticut Water Service, Inc.
Series A Voting, $20 Par Value; Authorized, Issued and
Outstanding 15,000 Shares, Redeemable at $21.00 Per Share 300 300
Series $.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares
Issued and Outstanding 29,499 Shares, Redeemable at $16.00 Per Share 472 472
-------- --------
Total Preferred Stock of Connecticut Water Service, Inc. 772 772
-------- --------
Cumulative Preferred Stock of The Connecticut Water Company, with
Mandatory Redemption Provisions, Voting, $100 Par Value; Authorized
50,000 Shares, Issued and Outstanding:
4 3/4% Series: Shares - 1995 - 0; 1994 - 300 Shares 0 30
Less Current Portion of Preferred Stock 0 30
-------- --------
Total Preferred Stock of The Connecticut Water Company 0 0
-------- --------
Long-Term Debt
The Connecticut Water Company
First Mortgage Bonds
6.9% Series Q, due 2021 10,000 10,000
5 7/8% Series R, due 2022 14,870 15,000
6.65% Series S, due 2020 8,000 8,000
5 3/4% Series T, due 2028 5,000 5,000
5.3% Series U, due 2028 4,550 4,550
6.94% Series V, due 2029 12,050 12,050
-------- --------
Total Long-Term Debt 54,470 54,600
-------- --------
Total Capitalization $103,894 $103,355
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
Page 5
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994 Increase
(Unaudited) (Unaudited) (Decrease)
----------- ----------- ----------
(In thousands except per share amounts)
<S> <C> <C> <C>
Operating Revenues (See accompanying schedule) $8,819 $8,864 ($45)
------ ------ -----
Operating Expenses
Operation 3,056 3,117 (61)
Maintenance 419 430 (11)
Depreciation 813 770 43
Federal Income Taxes 767 786 (19)
Connecticut Corporation Business Taxes 200 211 (11)
Taxes Other Than Income Taxes
(See accompanying schedule) 1,479 1,439 40
------ ------ -----
Total Operating Expenses 6,734 6,753 (19)
------ ------ -----
Utility Operating Income 2,085 2,111 (26)
------ ------ -----
Other Income (Deductions)
Interest 42 24 18
Allowance for Funds Used During Construction 16 1 15
Preferred Stock Dividends of Subsidiary 0 (72) 72
Other (See accompanying schedule) (1) 0 (1)
Taxes on Other Income 1 9 (8)
------ ------ -----
Total Other Income (Deductions) 58 (38) 96
------ ------ -----
Interest and Debt Expense
Interest on Long-Term Debt 867 859 8
Other Interest Charges 82 58 24
Amortization of Debt Expense 47 47 0
------ ------ -----
Total Interest and Debt Expense 996 964 32
------ ------ -----
Net Income 1,147 1,109 38
Preferred Stock Dividend Requirement 10 10 0
------ ------ -----
Net Income Applicable to Common Stockholders $1,137 $1,099 $38
====== ====== =====
Weighted Average Common Shares Outstanding 2,880 2,795 85
====== ====== =====
Earnings Per Average Common Share $ 0.39 $ 0.39 $0.00
====== ====== =====
Dividends Per Common Share $ 0.42 $ 0.41 $0.01
====== ====== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
Page 6
Connecticut Water Service, Inc. and Subsidiary
SCHEDULE OF OPERATING REVENUES, TAXES OTHER THAN INCOME
AND OTHER INCOME
For the Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994 Increase
(Unaudited) (Unaudited) (Decrease)
----------- ----------- ----------
(Thousands of dollars)
<S> <C> <C> <C>
Operating Revenues:
Residential $5,612 $5,708 ($96)
Seasonal 132 132 0
Commercial 1,041 1,052 (11)
Industrial 441 424 17
Public Authority 213 190 23
Metered Sales - Temporary and Non-Recurring 0 0 0
Private Fire 218 213 5
Public Fire 1,311 1,293 18
CWIP Surcharge 0 0 0
Other 16 17 (1)
------ ------ ----
Revenues Billed 8,984 9,029 (45)
Change in Revenues Accrued (165) (165) 0
------ ------ ----
Total Operating Revenue $8,819 $8,864 ($45)
====== ====== ====
Taxes - Other Than Income Taxes
Muncipal Taxes $841 $818 $23
Payroll Taxes 197 177 20
Connecticut Gross Earnings Tax 441 444 (3)
------ ------ ----
Total Other Taxes $1,479 $1,439 $40
====== ====== ====
Other Income
Merchandising, Jobbing and Contracting - Net ($16) ($8) ($8)
Income from Lease of Other Physical Property - Net 7 6 1
Miscellaneous Non-Operating Income 10 4 6
Miscellaneous Income Deductions (2) (2) 0
------ ---- ----
Total Other Income ($1) $ 0 ($1)
====== ==== ====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
Page 7
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
For the Twelve Months Ended March 31, 1995 and 1994
and for the Twleve Months Ended December 31, 1994
<TABLE>
<CAPTION>
March 31,
1995 1994 Increase Dec. 31, Increase
(Unaudited) (Unaudited) (Decrease) 1994 (Decrease)
----------- ----------- ---------- -------- ----------
(In thousands except per share amounts)
<S> <C> <C> <C> <C> <C>
Operating Revenues (See accompanying schedule) $38,084 $38,235 ($151) $38,129 ($45)
------- ------- ----- ------- ----
Operating Expenses
Operation 12,868 12,797 71 12,929 (61)
Maintenance 1,959 1,850 109 1,970 (11)
Depreciation 3,129 3,057 72 3,086 43
Federal Income Taxes 3,750 3,794 (44) 3,769 (19)
Connecticut Corporation Business Taxes 976 972 4 987 (11)
Taxes Other Than Income Taxes
(See accompanying schedule) 5,773 5,803 (30) 5,733 40
------- ------- ----- ------- ----
Total Operating Expenses 28,455 28,273 182 28,474 (19)
------- ------- ----- ------- ----
Utility Operating Income 9,629 9,962 (333) 9,655 (26)
------- ------- ----- ------- ----
Other Income (Deductions)
Interest 118 105 13 100 18
Allowance for Funds Used During Construction 104 51 53 89 15
Preferred Stock Dividends of Subsidiary (1) (289) 288 (73) 72
Other (See accompanying schedule) 22 (30) 52 23 (1)
Taxes on Other Income 18 72 (54) 26 (8)
------- ------- ----- ------- ----
Total Other Income (Deductions) 261 (91) 352 165 96
------- ------- ----- ------- ----
Interest and Debt Expense
Interest on Long-Term Debt 3,465 3,738 (273) 3,457 8
Other Interest Charges 319 274 45 295 24
Amortization of Debt Expense 188 205 (17) 188 0
------- ------- ----- ------- ----
Total Interest and Debt Expense 3,972 4,217 (245) 3,940 32
------- ------- ----- ------- ----
Net Income 5,918 5,654 264 5,880 38
Preferred Stock Dividend Requirement 38 38 0 38 0
------- ------- ----- ------- ------
Net Income Applicable to Common Stockholders $ 5,880 $ 5,616 $264 $ 5,842 $38
======= ======= ===== ======= ======
Weighted Average Common Shares Outstanding 2,835 2,779 56 2,812 23
======= ======= ===== ======= ======
Earnings Per Average Common Share $ 2.07 $ 2.02 $0.05 $ 2.08 ($0.01)
======= ======= ===== ======= ======
Dividends Per Common Share $ 1.66 $ 1.64 $0.02 $ 1.65 $0.01
======= ======= ===== ======= ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 8
Page 8
Connecticut Water Service, Inc. and Subsidiary
SCHEDULE OF OPERATING REVENUES, TAXES OTHER THAN INCOME
AND OTHER INCOME
For the Twelve Months Ended March 31, 1995 and 1994
and for the Twleve Months Ended December 31, 1994
<TABLE>
<CAPTION>
1995 1994 Increase Dec. 31, Increase
(Unaudited) (Unaudited) (Decrease) 1994 (Decrease)
----------- ----------- ---------- -------- ----------
(Thousands of dollars)
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Residential $23,845 $24,204 ($359) $23,941 ($96)
Seasonal 547 531 16 547 0
Commercial 4,685 4,740 (55) 4,696 (11)
Industrial 1,939 1,861 78 1,922 17
Public Authority 916 914 2 893 23
Metered Sales - Temporary and Non-Recurring 29 25 4 29 0
Private Fire 861 847 14 856 5
Public Fire 5,183 5,141 42 5,165 18
CWIP Surcharge 0 0 0 0 0
Other 79 69 10 80 (1)
------- ------- ----- ------- ----
Revenues Billed 38,084 38,332 (248) 38,129 (45)
Change in Revenues Accrued 0 (97) 97 0 0
------- ------- ----- ------- ----
Total Operating Revenue $38,084 $38,235 ($151) $38,129 ($45)
======= ======= ===== ======= ====
Taxes - Other Than Income Taxes
Muncipal Taxes $ 3,354 $ 3,392 ($38) $ 3,331 $23
Payroll Taxes 516 499 17 496 20
Connecticut Gross Earnings Tax 1,903 1,912 (9) 1,906 (3)
------- ------- ---- ------- ----
Total Other Taxes $ 5,773 $ 5,803 ($30) $ 5,733 $40
======= ======= ==== ======= ====
Other Income
Merchandising, Jobbing and Contracting - Net ($15) ($2) ($13) ($7) ($8)
Income from Lease of Other Physical Property - Net 23 17 6 22 1
Miscellaneous Non-Operating Income 22 9 13 16 6
Miscellaneous Income Deductions (8) (54) 46 (8) 0
------ ------- ---- ------- ----
Total Other Income $ 22 ($30) $52 $ 23 ($1)
====== ======= ==== ======= ====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 9
Page 9
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
For the Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
(Unaudited) (Unaudited)
----------- -----------
(Thousands of dollars)
<S> <C> <C>
Balance at Beginning of Period $9,040 $8,092
Net Income 1,147 1,109
------ ------
10,187 9,201
------ ------
Charges Related to Redemption of Subsidiary's 9 1/2% Series Preferred Stock 0 257
------ ------
Dividends Declared:
Cumulative Preferred, Class A, $.20 per share 3 3
Cumulative Preferred, Series $.90, $.225 per share 7 7
Common Stock - 1995 $.42 per share; 1994 $.41 per share 1,208 1,144
------ ------
1,218 1,154
------ ------
Balance at End of Period $8,969 $7,790
====== ======
For the Twelve Months Ended March 31, 1995 and 1994
Balance at Beginning of Period $7,790 $6,985
Net Income 5,918 5,654
------ ------
13,708 12,639
------ ------
Charges Related to Redemption of Subsidiary's 9 1/2% Series Preferred Stock 0 257
------ ------
Dividends Declared:
Cumulative Preferred, Class A, $.80 per share 12 12
Cumulative Preferred, Series $.90, $.90 per share 26 26
Common Stock - 1995 $1.66 per share; 1994 $1.64 per share 4,701 4,554
------ ------
4,739 4,592
------ ------
Balance at End of Period $8,969 $7,790
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 10
Page 10
Connecticut Water Service, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
(Unaudited) (Unaudited)
----------- -----------
(Thousands of dollars)
<S> <C> <C>
Operating Activities:
Net Income Before Preferred Dividends of Parent $1,147 $1,109
------ ------
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation (including $24 in 1995, $34 in 1994 charged to other accounts) 838 805
Change in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable and Accrued Unbilled Revenues 610 295
(Increase) Decrease in Other Current Assets (703) (1,051)
(Increase) Decrease in Other Non-Current Items (93) (111)
Increase (Decrease) in Accounts Payable, Accrued Expenses and
Other Current Liabilities (2,235) (954)
Increase (Decrease) in Deferred Federal Income Taxes and
Investment Tax Credits, Net (14) 241
------ ------
Total Adjustments (1,597) (775)
------ ------
Net Cash Provided by Operating Activities (450) 334
------ ------
Investing Activities:
Gross Additions to Utility Plant (including Allowance for Funds
Used During Construction of $17 in 1995 and $1 in 1994) (596) (254)
------ ------
Financing Activities:
Proceeds from Interim Bank Loans 4,406 5,274
Repayment of Interim Bank Loans (2,700) (3,950)
Proceeds from Issuance of Long-Term Debt 0 12,050
Reduction of Long-Term Debt Including Current Portion (130) (9,050)
Proceeds from Issuance of Common Stock 740 313
Retirement of Preferred Stock (30) (3,030)
Charges Related to Redemption of Subsidiary's 9 1/2% Series Preferred Stock 0 (257)
Advances, Contributions and Funds From Others for Construction, Net (8) (307)
Costs Incurred to Issue Long-Term Debt, Preferred Stock, and Common Stock (1) 19
Cash Dividends Paid (1,218) (1,154)
------ ------
Net Cash Provided by (Used in) Financing Activities 1,059 (92)
------ ------
Net Increase (Decrease) in Cash 13 (12)
Cash at Beginning of Year 18 44
------ ------
Cash at End of Year $ 31 $ 32
====== ======
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Year for:
Interest (Net of Amounts Capitalized) $1,531 $1,257
Income Taxes $ 700 $ 320
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 11
Page 11
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements included herein have been
prepared by CONNECTICUT WATER SERVICE, INC. (the Company), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
and reflect all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for interim periods. Certain information and
footnote disclosures have been omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report on 10-K.
The results for interim periods are not necessarily indicative of
results to be expected for the year since the consolidated earnings are subject
to seasonal factors.
2. Earnings per average common share are calculated by dividing net
income applicable to common stock by the average number of shares of common
stock outstanding during the respective periods as detailed:
<TABLE>
<CAPTION>
3 Months Ended 12 Months Ended
----------------------- ----------------------------------
3/31/95 3/31/94 3/31/95 3/31/94 12/31/94
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Common Shares Outstanding:
January 1, 1994 -- -- -- -- 2,789,977
April 1, 1994 & 1993
respectively -- -- 2,803,397 2,763,302 --
January 1, 1995 & 1994
respectively 2,870,559 2,789,977 -- -- --
Common Shares Issued:
To DRIP - June 15,1993 -- -- -- 9,186 --
To 401-K - June 30, 1993 -- -- -- 456 --
To DRIP - Sept 15, 1993 -- -- -- 7,965 --
To 401-K - Sept. 30, 1993 -- -- -- 421 --
To DRIP - Dec. 15, 1993 -- -- -- 8,647 --
To PSP - Jan. 21, 1994 -- 4,061 -- 4,061 4,061
To DRIP - March 15, 1994 -- 8,798 -- 8,798 8,798
To 401-K - March 30, 1994 -- 561 -- 561 561
To DRIP - June 15, 1994 -- -- 9,878 -- 9,878
To 401-K - June 30, 1994 -- -- 637 -- 637
To DRIP - Sept. 15, 1994 -- -- 15,397 -- 15,397
To 401-K - Sept. 30, 1994 -- -- 620 -- 620
To DRIP - Dec. 15, 1994 -- -- 39,980 -- 39,980
To 401-K - Dec. 15, 1994 -- -- 650 -- 650
To PSP - Jan. , 1995 6,369 -- 6,369 -- --
To DRIP - March 15, 1995 27,213 -- 27,213 -- --
To 401-K - March 30, 1995 686 -- 686 -- --
--------- --------- --------- --------- ---------
Common Shares Outstanding:
March 31, 1995 & 1994
respectively 2,904,827 2,803,397 2,904,827 2,803,397
========= ========= ========= =========
December 31, 1994 2,870,559
=========
Weighted Average Common Shares Outstanding:
Days outstanding basis 2,879,890 2,794,810 2,834,574 2,779,183 2,812,456
========= ========= ========= ========= =========
</TABLE>
DRIP = Dividend Reinvestment Plan
PSP = Performance Stock Program
401-K = Company contribution to employees' 401-K savings plan
<PAGE> 12
Page 12
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART I, ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CORPORATE RESOURCES
At March 31, 1995 the Company had $4,594,000 of unused lines of
interim bank loan credit available.
RESULT OF OPERATIONS
THE FOLLOWING FACTORS HAD A SIGNIFICANT EFFECT UPON THE COMPANY'S NET
INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1995 AS COMPARED WITH THE NET
INCOME FOR THE SAME PERIOD LAST YEAR.
Net income applicable to common stock for the three months ended March
31, 1995 increased from that of March 31, 1994 by $38,000 on an increased
number of average common shares resulting in the same earnings per average
common share. The improvement in net income resulted from a $96,000 increase
in other income and deductions partially offset by a $32,000 increase in
interest and debt expense and a $26,000 decrease in utility operating income.
The increase in other income and deductions is primarily related to
the elimination of preferred stock dividends of the Subsidiary. This was
achieved through the refinancing of the Subsidiary's 9.5% preferred stock with
6.94% long-term debt during March, 1994.
The increase in interest and debt expense reflects higher interest
rates on interim bank loans.
Operating revenues decreased $45,000, or .5%, reflecting 2.5%
decreases in both residential and commercial water consumption partially offset
by increases in industrial and public authority water consumption of 3.0% and
5.5%, respectively, as compared to last year.
Operating expenses decreased $19,000 reflecting lower operation and
maintenance expense, partially offset by increased depreciation expense.
<PAGE> 13
Page 13
CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARY
PART II, ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 21, 1995, at its annual meeting, the stockholders of
Connecticut Water Service, Inc. elected the following directors for a three
year term until 1998:
<TABLE>
<CAPTION>
Number of Common Shares Cast
-----------------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
<S> <C> <C> <C>
Marshall T. Chiaraluce 2,278,217 -- 40,136
William F. Guillaume 2,277,980 -- 40,373
Marcia L. Hincks 2,272,593 -- 45,760
William C. Lichtenfels 2,270,678 -- 47,675
Robert F. Neal 2,270,476 -- 47,877
</TABLE>
Preferred Series A stockholders cast 10,000 affirmative votes for each
of the Directors listed above. There were no abstentions.
Directors whose term of office continue until 1996 are Harold E.
Bigler, Jr., Astrid T. Hanzalek, Frederick E. Hennick, Bertram L. Lenz, and
Donald B. Wilbur.
Directors whose term of office continue until 1997 are Francis E.
Baker, Rudolph E. Luginbuhl, Harvey G. Moger, and Warren C. Packard.
Other matters voted on at the annual meeting was the appointment of
Arthur Andersen LLP as independent auditor:
<TABLE>
<CAPTION>
Number of Shares Cast
---------------------
Abstentions
Affirmative Negative and Non-Votes
----------- -------- -------------
<S> <C> <C> <C>
Common Stock 2,225,285 39,281 53,786
Preferred Series A Stock 9,475 -- 525
</TABLE>
Each share of common stock is entitled to three votes and each share
of Cumulative Preferred Stock, Series A, is entitled to one vote.
<PAGE> 14
Page 14
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.
Connecticut Water Service, Inc.
(Registrant)
Date: May 12, 1995 By /s/ Bertram L. Lenz
-------------------------------------
Bertram L. Lenz
Vice President - Finance
Date: May 12, 1995 By: /s/ Peter J. Bancroft
-------------------------------------
Peter J. Bancroft
Assistant Treasurer
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