AQUARION CO
10-Q, 1996-11-08
WATER SUPPLY
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                            Form 10-Q

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

     (Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended   September 30, 1996  
                                     -----------------------

                                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    1-8060   
                                      -------------

                         AQUARION COMPANY      
                  -----------------------------
      (Exact name of registrant as specified in its charter)

                   Delaware                      06-0852232      
     ----------------------------------      --------------------
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)       Identification Number)
     

     835 Main Street, Bridgeport, Connecticut             06601  
     ----------------------------------------          ---------
     (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:(203) 335-2333
_________________________________________________________________

(Former name former address and former fiscal year, if changes
since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 14 (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        
                         ------        ------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of November 6, 1996: 

          Common Stock  
       No Par Value (Stated Value: $1)         6,999,798    
       -------------------------------      -----------------
               Class                       Number of Shares  

<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements

<TABLE>
<CAPTION>
                AQUARION COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF INCOME
                            UNAUDITED

                               Quarter Ended        Nine Months Ended
                               September 30,          September 30,
                               -------------        ---------------
                            
                               1996      1995        1996      1995
                               ----      ----        ----      ----
<S>                         <C>       <C>         <C>       <C>
                                (In thousands, except share data)

Operating revenues          $  31,101 $  29,999   $  86,136 $  84,015
                            --------- ---------   --------- ---------
Costs and expenses:
   Operating                   11,239    10,511      31,150    30,322

   General and
   administrative               4,148     5,497      13,073    13,943
   Depreciation                 3,154     2,907       9,507     8,721

   Interest expense             2,554     2,327       7,333     6,620

   Taxes other than income
   taxes                        3,350     3,242      10,086     9,455
                              -------   -------     -------   -------
Total costs and expenses       24,445    24,484      71,149    69,061
                              -------   -------     -------   -------
                                6,656     5,515      14,987    14,954
Allowance for funds used
 during construction              364       221         927       509
                              -------   -------     -------   -------

Income before income taxes      7,020     5,736      15,914    15,463

Income taxes                    2,884     2,494       6,539     6,723
                              -------   -------     -------   -------

   Net income               $   4,136 $   3,242   $   9,375 $   8,740
                             ========  ========    ========  ========

   Per share                $    0.60 $    0.48   $    1.36 $    1.29
                            =========  ========    ========  ========

Weighted average common
 shares outstanding         6,950,889 6,811,252   6,910,312 6,778,430
                            ========= =========   ========= =========
                      
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.
                                      -2- 
<PAGE>
 

                AQUARION COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                            UNAUDITED
<TABLE>
<CAPTION>
                                Quarter Ended   Nine Months Ended
                                September 30,     September 30,
                                -------------   -----------------
                                1996    1995       1996    1995
                                ----    ----       ----    ----

<S>                            <C>     <C>        <C>     <C>
                               (In thousands, except share data)

RETAINED EARNINGS
                        
Beginning of period            $18,226 $16,736   $18,583 $16,628

Net income                       4,136   3,242     9,375   8,740
                                ------  ------    ------  ------
                                22,362  19,978    27,958  25,368
Deduct:   Cash dividends
          declared on common
          stock, $.405 per
          share per quarter
          in 1996 and 1995       2,823   2,715     8,419   8,105
                                ------  ------    ------  ------

End of period                  $19,539 $17,263   $19,539 $17,263
                                ======  ======    ======  ======

</TABLE>


The accompanying notes are an integral part of these consolidated
financial statements. 
                                  -3-

<PAGE>
 

                AQUARION COMPANY AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                      September 30,   December 31,
ASSETS                                    1996            1995
                                      ------------    -----------
<S>                                       <C>              <C>
                                       (Unaudited)
                                              (In thousands)


 Property, plant and equipment          $ 465,758      $ 432,480
 Less: accumulated depreciation           144,568        136,726
                                        ---------      ---------
      Net property, plant and
      equipment                           321,190        295,754
                                        ---------      ---------
 Current assets:

 Cash and cash equivalents                     76            635
                                        ---------       --------
 Accounts receivable:
      Customers                            18,626         15,859

      Miscellaneous                           995          1,263
                                        ---------       --------
                                           19,621         17,122
 Less: allowance for doubtful
  accounts                                  2,313          2,916
                                        ---------       --------         
                                           17,308         14,206

 Accrued revenues                          10,626          9,108

 Inventories                                3,926          4,105

 Prepaid expenses                          10,018          7,737
                                        ---------       --------
      Total current assets                 41,954         35,791


 Goodwill                                  10,379         10,270

 Recoverable income taxes                  44,922         44,922

 Other assets                              27,760         27,243
                                        ---------      ---------
                                        $ 446,205      $ 413,980
                                        =========      =========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements. 
                                   -4-

<PAGE>
 


                AQUARION COMPANY AND SUBSIDIARIES
                   CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

LIABILITIES AND                       September 30,       December 31,
SHAREHOLDERS' EQUITY                       1996               1995
                                      ------------        -----------
<S>                                    <C>                 <C>      
                                       (Unaudited)
                                       (In thousands, except share data)
                                                     
Shareholders' equity:

      Preferred stock, no par value,
      authorized 2,500,000 shares not
      to exceed aggregate value of
      $25,000,000, issuable in          $                  $          
      series-none issued                         -                   -

Common stock, stated value: $1
     Authorized-16,000,000 shares
     Issued- 7,044,288 shares in
     1996 and 6,936,574 shares in
     1995                                    7,044               6,937

Capital in excess of stated value          100,565              98,213

Retained earnings                           19,539              18,583
                                         ---------           ---------
                                           127,148             123,733

      Less: cost of treasury stock, 73,257
      shares in 1996 and 81,291
      shares in 1995                         2,021               2,231
                                         ---------           ---------
     Total shareholders' equity            125,127             121,502
                                         ---------           ---------
Redeemable preferred stock of                  285                 285
                                         ---------           ---------
Long-term debt and other obligations       141,387             131,991
                                         ---------           ---------
Current liabilities:

Short-term borrowings, unsecured            29,200              11,600

Current maturities of long-term debt            39                  62

Accounts payable and accrued                13,517              15,221

Dividends payable                            2,823               2,776

Accrued interest                             1,957               2,023

Taxes other than income taxes                1,679               1,713

Income taxes                                 1,156               1,805

                                         ---------           ---------
     Total current liabilities              50,371              35,200
                                         ---------           ---------
Advances for construction                   28,083              26,264

Contributions in aid of construction        24,041              23,959

Deferred land sale gains                       984                 620

Accrued postretirement benefit cost          4,462               3,065

Recoverable income taxes                     5,944               5,944

Deferred taxes                              65,521              65,150
                                         ---------           ---------
                                         $ 446,205          $  413,980
                                         =========          ==========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements. 
                                 -5-
<PAGE>
 

                AQUARION COMPANY AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                            UNAUDITED
<TABLE>
<CAPTION>                                        Nine Months Ended
                                                 -----------------
                                                   September 30,
                                                 -----------------
                                                 1996         1995
                                                 ----         ----
<S>                                            <C>         <C>
                                                (In thousands)
 Cash flows from operating activities:
 
   Net income                                $  9,375     $  8,740
 
 Adjustments reconciling net income to net
  cash provided by operating activities:
    
    Depreciation and amortization               10,259        9,394

    Allowance for funds used during
     construction                                 (927)        (509)

    Provision for losses on accounts
     receivable                                   (318)         590
    
    Deferred and prepaid income taxes, net        (531)         872

    Proceeds from sale of surplus
     land, net of gains                            297        1,446

    Change in assets and liabilities (Note 3)   (7,060)      (8,271)
                                                ------       ------
       Net cash provided by operating
        activities                              11,095       12,262
                                                ------       ------
 Cash flows from investing activities:

      Capital additions, excluding an allowance 
       for funds used during construction      (29,375)     (29,849)

    Acquisition of business, less cash
     acquired                                   (2,558)           -

    Advances and contributions in aid of
     construction                                1,985        1,949

    Refunds on advances for construction          (539)        (160)

    Other investing activities                    (526)         105
                                                ------       ------ 
       Net cash used in investing activities   (31,013)     (27,955)
                                                ------       ------      
            
 Cash flows from financing activities:

    Net proceeds from short-term
     borrowings                                 15,900       10,100

    Proceeds from the issuance of common
    stock, net                                   2,460        2,001

    Principal payments on long-term debt           (39)      (4,057)

    Proceeds from the issuance of long-
    term debt                                    9,411       14,903

    Common dividends paid                       (8,373)      (8,065)

    Bond finance charges                             -         (373)
                                                ------       ------
     Net cash provided by financing
       activities                               19,359       14,509
                                                ------       ------
               
 Net decrease in cash and cash equivalents        (559)      (1,184)

 Cash and cash equivalents, beginning of
  period                                           635        1,335 
                                                ------       ------

 Cash and cash equivalents, end of period     $     76     $    151
                                               =======      =======
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements. 
                                    -6-

<PAGE>
 
                         AQUARION COMPANY

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            UNAUDITED


     Aquarion Company (Aquarion) is a holding company whose

subsidiaries are engaged both in the regulated utility business

of public water supply and in various nonutility businesses. 

Aquarion's utility subsidiaries, Bridgeport Hydraulic Company

(BHC), BHC's subsidiaries, Stamford Water Company (SWC), New

Canaan Water Company (NCWC) and Ridgefield Water Supply Company

(RWSC); and  Sea Cliff Water Company (SCWC) (collectively, the

Utilities) collect, treat and distribute water for residential,

commercial and industrial customers, to other utilities for

resale and for private and municipal fire protection.  The

Utilities provide water to customers in 30 communities with a

population of approximately 500,000 people in Connecticut and

Long Island, including communities served by other utilities to

which BHC makes water available on a wholesale basis for back-up

supply or peak demand purposes through BHC's Southwest Regional

Pipeline.  BHC is the largest investor-owned water company in

Connecticut and, with its subsidiaries and SCWC, is among the ten

largest investor-owned water companies in the nation.  The

Utilities are regulated by several Connecticut and New York

agencies, including the Connecticut Department of Public Utility

Control (DPUC) and the New York Public Service Commission (PSC).  

Aquarion and its subsidiaries (collectively, the Company) are

also engaged in various nonutility activities.  The Company

conducts an environmental testing laboratory business through its

Industrial and Environmental Analysts, Inc. (IEA) group of

laboratories which analyze contaminants in hazardous waste, soil,

air and water.  Additionally, the Company is engaged in various 
 
utility management service businesses through Hydrocorp, Inc.

(Hydrocorp) and Aquarion Management Services, Inc. (AMS), owns a

timber processing business through Timco, Inc. (Timco) and owns a

real estate subsidiary, Main Street South Corporation (MSSC).


NOTE 1 - BASIS OF PRESENTATION

- ------------------------------

     The accompanying consolidated financial statements of the

Company have been prepared in accordance with generally accepted

accounting principles for interim financial information, with the

instructions to Form 10-Q and Rule 10-01 of Regulation S-X and,

as applied in the case of rate-regulated public utilities, comply

with the Uniform System of Accounts and rate making practices

prescribed by the authorities.  Accordingly, they do not include

all of the information and footnotes required by generally

accepted accounting principles for complete financial statements. 

In the opinion of management, all adjustments (consisting of

normal recurring accruals) considered necessary for a fair

presentation have been included.  The results of operations are

not necessarily indicative of the results of operations for the

calendar year.  Water consumption is less in the first quarter of

the year than during the warmer months.  The laboratory testing

business is seasonal as well with traditionally lower first

quarter revenues.  Other factors affecting the comparability of

various accounting periods include the timing of rate increases

granted the Utilities and the timing and magnitude of property

sales.  For further information, refer to the consolidated

financial statements and accompanying footnotes included in the

Company's Annual Report on Form 10-K for the year ended December

31, 1995.  

<PAGE>
 


NOTE 2 - INVENTORIES

- --------------------

Inventories were comprised of the following (in thousands):
<TABLE>
<CAPTION>
                                 September 30,      December 31,
                                      1996               1995    
                                 -------------      -----------
<S>                                 <C>               <C>         
                                  (Unaudited)

 Lumber and logs                       $ 1,875        $ 2,180
 Materials and supplies                  2,051          1,925
                                        ------         ------
                                       $ 3,926        $ 4,105
                                        ======         ======
</TABLE>


NOTE 3 - SUPPLEMENTAL DISCLOSURE FOR CONSOLIDATED STATEMENTS

OF CASH FLOWS

- ------------------------------------------------------------

Changes in assets and liabilities for the nine month period ended

September 30, are set forth below (in thousands):

<TABLE>
<CAPTION>

                                            1996       1995 
                                           ------     ------
<S>                                        <C>        <C>
                                              (Unaudited)

Increase in accounts receivable           $(3,818)   $(1,941)

Decrease (increase) in inventory              215       (842)

Increase in prepayments                    (2,243)    (1,034)

(Decrease) increase in accounts             
 payable and accrued liabilities             (454)       626

Decrease in interest and taxes payable       (776)    (2,741)

Net changes in other noncurrent                         
 balance sheet items                           16     (2,339)
                                           ------     ------
                                          $(7,060)   $(8,271)
                                           ======     ======

Supplemental cash flow information:
  Cash paid for:
       Interest                            $7,137     $6,586

       Income taxes                        $7,527     $8,775

</TABLE>

NOTE 4 - SALE OF SURPLUS LAND

- ----------------------------- 
 
     For the first nine months of 1996, the Company sold

approximately 25 acres of surplus land  for a total of

$1,024,000.  Total gains approximated $358,000, or $.05 per

share. 
     
                                 -8-

<PAGE>
 

NOTE 5 - ACQUISITIONS

- ---------------------

     On May 30, 1996, the Company acquired Sea Cliff Water

Company, a subsidiary of Emcor Group, Inc., for approximately

$2,600,000 in cash.  SCWC, which has approximately 4,300

customers, serves a portion of Nassau County in Long Island, New

York, and has approximate annual revenues of $2,000,000. 



     On October 12, 1995, the Company completed the acquisition

of NCWC and RWSC for 123,053 shares of Aquarion common stock with

a market value of $2,828,692 and the repayment of certain

indebtedness of The New Canaan Company (NCC) in the amount of

$100,000.  Immediately after the acquisition closed, the parties

completed a property exchange whereby the Monroe Environmental

Leasing Partnership (MELP) transferred to NCWC a commercial

building and the property on which it is situated, NCWC

transferred a reservoir and related property to the Second Taxing

District of Norwalk (STD) and STD in turn paid $2,200,000 to

MELP, which also received $214,157 from Aquarion.  The property

exchange resulted in net income to Aquarion of approximately

$1,100,000, or 16 cents per share in 1995.  The acquisition was

accounted for as a pooling of interests, and the Company did not

restate the previous year's financial statements due to the

limited impact on consolidated operating results in 1995.



NOTE 6 - RATE MATTERS

- ---------------------


     On October 18, 1996, BHC filed an application with the DPUC

for a  Construction-Work-in-Progress (CWIP) rate surcharge of

8.05 percent of current revenues to recover 90 percent of the 

carrying costs, through September 30, 1996, of capital used in

the construction of a filtration plant at its Hemlocks Reservoir

in Fairfield, Connecticut.  This plant, mandated by the Federal

Safe Drinking Water Act of 1974 (SDWA), as amended, is estimated

to cost approximately $50,000,000.  This application updated the

CWIP rate surcharge of 6.93 percent granted in September 1996. 

BHC will continue to file quarterly applications for increases in

the CWIP rate surcharge as construction continues through 1997,

at which time the filtration facilities are expected to be

operational and subject to general ratemaking regulations.



     On July 31, 1996, BHC received approval from the DPUC for a

6.5 percent water service rate increase designed to provide a

$4,000,000 increase in annual water service revenues.  As part of

the decision, BHC will be allowed to re-open the application in

1997 to include the full cost of construction of the Hemlocks

filtration plant, as well as all corresponding operating

expenses, property taxes and depreciation expense.  If approved,

water service rates at that time will increase by approximately

an additional 11 percent, plus a cumulative CWIP rate surcharge,

which is estimated to be 10 percent at that time. 



     On April 3, 1996, SWC, NCWC and RWSC collectively, received

a final decision from the DPUC, which  became effective on April

25, 1996, allowing for a 5.1 percent increase, designed to

provide a $782,000 increase  in annual water service revenues. 

As part of the decision, the DPUC approved SWC's proposal to

equalize the meter rates and service charges of all three

companies. 

                                -9-
<PAGE>
 

NOTE 7 - SUBSEQUENT EVENT

- ------------------------- 
 
     On October 3, 1996, BHC issued a $30,000,000 unsecured note

in consideration for a loan of the proceeds from the issuance by

the Connecticut Development Authority  of an equal amount of tax-

exempt Water Facilities  Revenue Bonds (CDA bonds). The tax-

exempt CDA bonds bearing interest at 6.0 percent have a 40 year

maturity and are subject to alternative minimum tax. BHC has the

option to have these bonds redeemed at a price ranging from 102

percent on September 1, 2006 to 100 percent on September 1, 2010

and thereafter. The proceeds of this bond issuance are to be used

to offset costs incurred in the construction of the Hemlocks

Reservoir Filtration Project,  the filtration facilities at BHC's

Lakeville and Norfolk Reservoirs and other facilities consisting

of transmission and distribution mains, service lines, meters and

hydrants for the purpose of supplying safe potable water to the

general public within the Company's service area. Under the terms

of the CDA bonds, proceeds are to be requisitioned from a

construction fund held by a trustee for planned capital

improvements. On October 3, 1996, the Company requisitioned

approximately $16,756,000 for the projects and reduced short term

borrowings to $11,300,000.



     See Note 6 for additional rate increases granted subsequent

to September 30, 1996.



Item 2.  Management's Discussion and Analysis of Financial

Condition and Results of Operations

- ----------------------------------------------------------

     Management's Discussion and Analysis of the Results of

Operations and Financial Condition contained in Aquarion's Annual

Report on Form 10-K for the year ended December 31, 1995

(1995 Form 10-K) should be read in conjunction with the comments

below. 
 
Capital Resources and Liquidity

- -------------------------------


   Capital Expenditures

   --------------------


     The Company invested $29,375,000 in property, plant and

equipment in the first nine months of 1996, compared with

$29,849,000 for the same 1995 period.  The Utilities accounted

for approximately $28,397,000 of plant additions during the

current nine month period, including $16,882,000 expended on SDWA

mandated filtration facilities.  Management estimates that

capital expenditures will total $39,000,000 in 1996, of which

approximately $37,500,000 will be for water utility construction

programs.  


   Financing Activities

   --------------------

     Due to the magnitude of the Company's construction programs

and the capital-intensive nature of the public water supply

business, financing has been provided from both internal and

external sources.  Historically, the Company's ability to finance

its capital expenditures has depended substantially on rate

relief.  Pursuant to DPUC regulations, BHC is receiving

additional revenues through the implementation of a CWIP rate

surcharge in conjunction with the construction of its Hemlocks

Reservoir filtration plant.  The current surcharge of 6.93

percent is designed to increase the Company's revenues by

$4,500,000 on an annual basis.  The company will continue to file 

applications for this surcharge quarterly during the construction

period.  
                                  -10-

<PAGE>
     The percentage of capital expenditures financed by net cash

from operating activities was 38 percent and 41 percent for the

nine months ended September 30, 1996 and 1995, respectively. 

(See "Consolidated Financial Statements-Consolidated Statements

of Cash Flows.")  The remainder has been provided from external

financing sources.  The Company obtained funds of $1,985,000 

from advances and contributions in aid of construction from

developers and customers for the nine months ended September 30,

1996.


     The Company obtained funds of $2,562,000 from issuances of

Common Stock under its Dividend Reinvestment and Common Stock

purchase plan (the "Plan") for the nine months ended

September 30, 1996.


     Funds from external sources historically have been borrowed

on a short-term basis and periodically refinanced through long-

term debt or equity issues.  Annually in May, the unsecured

revolving credit agreements  are subject to renewal with the five

banks.  In 1996 the agreement between the Company and one of the

participating banks was not renewed and Fleet Bank acquired

Natwest Bank, both of which are participating banks in the

agreement. These agreements now provide $40,000,000 ($20,000,000

with one bank, $10,000,000 with the two remaining  banks) of

short-term credit availability on a committed basis.  At

September 30, 1996, $29,200,000 of short-term borrowings under

the agreements was outstanding, which was subsequently reduced to

$11,300,000 on October 3, 1996.  


   Future Financing Requirements

   ----------------------------- 

     The Company's ability to finance future utility construction

programs depends substantially on rate relief.  Rate relief has

an impact on cash flow from operating activities and consequently

affects the Company's ability to obtain external financing. 

Additionally, rate relief will have an impact on the Company's

ability to generate sufficient cash flows to provide a reasonable

return in the form of dividends to the Company's shareholders.  

The type, amount and timing of new financings will be based on

the Company's general financial policies regarding

capitalization, as well as on market conditions and other

economic factors.


Results of Operations for the nine months and

three months ended September 30, 1996 and 1995

- ----------------------------------------------

     Net income for the nine months ended September 30, 1996 was

$9,375,000 compared with $8,740,000 for the same 1995 period. 

Net income for the three months ended September 30, 1996 was

$4,136,000  versus $3,242,000 for the third quarter of 1995.

During the first nine months of 1996, net income reflects the

improved operating results of the Company's public water supply

segment, as well as  lower income taxes and reduced bad debt

expense, partially offset by a wetter than normal summer, lower

property sales in 1996 and continued pricing pressure on the

Laboratories, as well as the Timber processing business.


     Operating revenues increased $2,121,000 and $1,102,000 for

the nine months and three months ended September 30, 1996 from

the comparable 1995 periods.  Revenues from the Utilities

increased $3,815,000 and $753,000, respectively, due to the

acquisition of NCWC, RWSC and SCWC and

                              -11-
<PAGE>

additional CWIP rate surcharge revenues in 1996, partially offset 

by a wetter than normal year in 1996.  Timber processing revenues increased

$399,000 and $520,000, respectively, due to an increase in sales

volume in the third quarter.  Revenues from the Laboratories

decreased $1,106,000 for the nine months ended September 30, 1996 

reflecting the impact of lower sampling receipts in 1996 combined

with continued industry pricing pressures.  Property  sales

decreased $1,002,000 and $207,000, respectively,  due to lower 

volume in the land sales program.  


     Operating expenses increased $828,000 and $728,000 for the

nine months and three months ended September 30, 1996 from the

comparable 1995 periods.  Operating expenses at the Utilities

increased $1,100,000 and $208,000, respectively,  which was

primarily the result of higher costs associated with water

treatment and distribution. The decrease in operating expenses of 

$625,000 and $143,000, respectively, for the Real Estate segment

is directly the result of the lower  sales volume in 1996. Timber

processing experienced an increase in operating expenses of

$474,000 and $481,000, respectively,  which was largely 

attributable to higher operating costs associated with the

increased sales  volume.  


          General and administrative expenses decreased  $870,000

and $1,349,000, respectively, for the nine months and three

months ended September 30, 1996 from the comparable 1995 period. 

This decrease reflects the effect of reduced bad debt expense in

1996 and the non recurring  retirement benefits for the former

chairman in 1995, partially offset by  increased costs for 

health insurance, employee benefits and other administrative

expenses in 1996 and a non recurring insurance rebate in 1995.


       Depreciation expense increased $786,000 and $247,000  for

the nine months and three months ended September 30, 1996 from

the 1995 comparable periods due to general plant additions at the

Utilities.


     Interest expense for the  nine months  and three months

ended September 30, 1996 was $713,000 and $227,000 higher than

the 1995 comparable periods due to interest expense associated

with the May 1995 debt issuance of $30,000,000 by BHC and higher

outstanding average short-term debt, primarily associated with

the filtration projects,  partially offset by lower short-term

borrowing rates.


     Taxes other than income taxes for the nine months and  three

months ended September 30, 1996 increased $631,000 and $108,000

over the comparable 1995 periods.  Increased property taxes of

$233,000 and $24,000, respectively,  as well as increased payroll

and gross earnings taxes of $398,000 and $84,000, respectively, 

account for these variances.


     Income taxes decreased $184,000 for the nine months ended

September 30, 1996 from the comparable 1995 period  due to a

lower  income tax obligation  in 1996. The increase in income

taxes of $390,000 for the three months ended September 30, 1996

is the result of higher taxable income in the third quarter of

1996, partially offset by a lower income tax obligation. 

                                 -12-

<PAGE>
 


Significant changes in balance sheet accounts

for the nine months ended September 30, 1996

- --------------------------------------------

     The increase of $1,518,000 in accrued revenues is largely

the result of higher summer  revenues and CWIP surcharge at the

Utilities at September 30, 1996  versus December 31, 1995.


     The increase in prepaid expenses of $2,281,000 is primarily

the result of prepaid property taxes that were paid in July and

will be expensed over the fourth quarter of 1996. 


     The increase of $15,900,000 in short term borrowings is

principally due to continuing construction costs for the

filtration facilities and the acquisition of SCWC. The short term

debt associated with the filtration construction costs was

refinanced on October 3, 1996 with the new CDA  debt issue and

short term borrowings were reduced to $11,300,000.  


                    PART II. OTHER INFORMATION

                    --------------------------



ITEM 1. - LEGAL PROCEEDINGS

- ---------------------------


     All legal proceedings have previously been reported on the

Annual Report on Form 10-K in Part I, Item 3 for the year ended

December 31, 1995.



ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

- -------------------------------------------------------------



     All "Submission of Matters to a Vote of Security Holders"

have been previously reported on Form 10-Q in Part II, Item 4 for

the quarter ended March 31, 1996.



ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

- ------------------------------------------

     (a)       Exhibits.



               27 Financial Data Schedule (filed herewith). 
  
                                  -13-

<PAGE>


                           SIGNATURE
                           ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934, 

the registrant has duly caused this report to be signed on it behalf by 

the undersigned thereunto duly authorized.


                                      AQUARION COMPANY


Date:  November 8, 1996               By  /s/JANET M. HANSEN
     -------------------------            -------------------
                                      Janet M. Hansen
                                      Executive Vice President,
                                      Chief Financial Officer
                                      and Treasurer
                                                

                                -14-





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1996 AQUARION COMPANY FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                              76
<SECURITIES>                                         0
<RECEIVABLES>                                    18626
<ALLOWANCES>                                      2313
<INVENTORY>                                       3926
<CURRENT-ASSETS>                                 41954
<PP&E>                                          465758
<DEPRECIATION>                                  144568
<TOTAL-ASSETS>                                  446205
<CURRENT-LIABILITIES>                            50371
<BONDS>                                         141387
                              285
                                          0
<COMMON>                                          7044
<OTHER-SE>                                      118083
<TOTAL-LIABILITY-AND-EQUITY>                    446205
<SALES>                                          86136
<TOTAL-REVENUES>                                 86136
<CGS>                                                0
<TOTAL-COSTS>                                    63816
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    82
<INTEREST-EXPENSE>                                7333
<INCOME-PRETAX>                                  15914
<INCOME-TAX>                                      6539
<INCOME-CONTINUING>                               9375
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      9375
<EPS-PRIMARY>                                     1.36
<EPS-DILUTED>                                     1.36
        

</TABLE>


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