AQUARION CO
10-Q, 1997-08-13
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   June 30, 1997  
                                              -----------------

                                      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 Identification No.)

  incorporation or organization)



      835 Main Street, Bridgeport, Connecticut         06604-4995  
      ----------------------------------------        -------------
      (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

require  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       
                                -----       ------

Indicate the number of share outstanding of each of the issuer's classes of

common stock as of August 6, 1997:

                 Common Stock

        No Par Value (Stated Value: $1)                 7,176,910          
      ----------------------------------     ------------------------------
                     Class                          Number of Shares 
<PAGE>
 
<PAGE>

PART I.     FINANCIAL INFORMATION
ITEM 1.     Consolidated Financial Statements

<TABLE>
                       AQUARION COMPANY AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                                   UNAUDITED

<CAPTION>
                                       Quarter Ended June 30,   Six Months Ended June 30,
                                       ----------------------   -------------------------
                                          1997      1996         1997      1996
                                          ----      ----         ----      ----

                                            (In thousands, except share data)

<S>                                       <C>        <C>          <C>      <C>  

Operating revenues                        $26,522    $23,013      $49,911  $44,006
                                          -------    -------      -------  -------
Costs and expenses:

Operating                                   7,415      5,770       13,549   10,871

General and administrative                  3,892      4,054        8,012    8,362

Depreciation                                2,959      2,710        5,938    5,447

Interest Expense                            2,936      2,290        5,812    4,382

Taxes other than income taxes               3,189      3,057        6,419    6,091
                                          -------    -------      -------  -------
      Total costs and expenses             20,391     17,881       39,730   35,153
                                          -------    -------      -------  -------
                                            6,131      5,132       10,181    8,853

Allowance for funds used during
construction                                  214        286          451      563
                                          -------    -------      -------  -------
Income before income taxes                  6,345      5,418       10,632    9,416

Income taxes                                2,809      2,089        4,708    3,774
                                          -------    -------      -------  -------
Income before discontinued operations       3,536      3,329        5,924    5,642

Discontinued operations:

      Loss from discontinued
      operations, less applicable
      income tax benefit of $15 and
      $119 respectively, in 1996                -       (164)           -     (403)
                                           ------     ------       ------   ------
            Net income                     $3,536     $3,165       $5,924   $5,239
                                           ======     ======       ======   ======
Earnings (loss) per share:

      Continuing operations                $0.50       $0.48       $0.84     $0.82 

      Discontinued operations                -         (0.02)        -       (0.06)
                                           -----      ------      ------     -----
Earnings per share                         $0.50       $0.46       $0.84     $0.76 
                                           =====       =====       =====     =====
Weighted average common shares                                           
outstanding                             7,094,729  6,906,680    7,065,837 6,889,800
                                        =========  =========    ========= =========
</TABLE>

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

                                               -2- 
<PAGE>
 
<PAGE>

<TABLE>
                             AQUARION COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                                         UNAUDITED

<CAPTION>
                                    Quarter Ended June 30,    Six Months Ended June 30,
                                    ----------------------    -------------------------
                                        1997      1996         1997      1996
                                        ----      ----         ----      ----

                                           (In thousands, except share data)

<S>                                     <C>       <C>          <C>       <C>

Beginning of period                     $15,852   $17,866      $16,324   $18,583

Net Income                                3,536     3,165        5,924     5,239
                                        -------   -------      -------   -------
                                         19,388    21,031       22,248    23,822

Deduct: Cash dividends declared on
        common stock, $.405 per
        share per quarter in 1997
        and 1996                          2,897     2,805        5,757     5,596
                                        -------   -------      -------   -------
End of period                           $16,491   $18,226      $16,491   $18,226
                                        =======   =======      =======   =======

</TABLE>

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

                                               -3- 
<PAGE>
 
<PAGE>

<TABLE>

                             AQUARION COMPANY AND SUBSIDIARIES

                                CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                              June 30,  December 31,
                                                1997        1996
                                              --------  ------------
                                            (Unaudited)

                                                 (In thousands)

<S>                                            <C>          <C>

Property, plant and equipment                  $467,841     $454,716

Less:  accumulated depreciation                 137,389      131,328
                                               --------     --------
      Net property, plant and equipment         330,452      323,388
                                               --------     --------

Current assets:

Cash and cash equivalents                           484          470
                                               --------     --------
Accounts receivable from customers               11,766       10,796

Less: allowance for doubtful accounts             1,405        1,253
                                               --------     --------
                                                 10,361        9,543

Accrued revenues                                 10,559        9,893

Inventories                                       3,840        2,883

Prepaid expenses                                  9,495        8,732

Other current assets                              2,054       18,101
                                               --------     --------
      Total current assets                       36,793       49,622
                                               --------     --------

Goodwill                                            955          977

Recoverable income taxes                         44,938       44,938

Other assets                                     35,689       30,167
                                               --------     --------

                                               $448,827     $449,092
                                               ========     ========
</TABLE>

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

                                            -4- 
<PAGE>
 
<PAGE>

<TABLE>
                             AQUARION COMPANY AND SUBSIDIARIES

                                CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                June 30,   December 31,
                                                   1997        1996
                                               ----------  ------------

                                              (Unaudited)

                                             (In thousands, except share data)

<S>                                               <C>         <C>   
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-7,154,239 shares in 1997 and
      7,080,355 shared in 1996                       7,154       7,080

Capital in excess of stated value                  102,893     101,360

Retained earnings                                   16,491      16,324

Less: cost of treasury stock, zero shares in
      1997 and 61,498 shares in 1996                     -       1,709

Less: minimum pension liability adjustment             104         104
                                                  --------    --------

      Total shareholders' equity                   126,434     122,951
                                                  --------    --------

Long-term debt and other obligations               156,380     148,487
                                                  --------    --------
Current liabilities

Short-term borrowings, unsecured                     9,500       8,300

Current maturities of long-term debt                     -      15,000

Accounts payable and accrued liabilities            15,928      15,654

Dividends payable                                    2,897       2,843

Accrued interest                                     3,014       2,484

Taxes other than income taxes                        1,768       1,927

Income taxes                                           630       1,555
                                                  --------    --------

      Total current liabilities                     33,737      47,763
                                                  --------    --------
Advances for construction                           25,723      28,017

Contributions in aid of construction                27,922      24,354

Deferred land sale gains                               438         471

Accrued postretirement benefit cost                  5,123       4,125

Recoverable income taxes                             6,346       6,346

Deferred taxes                                      66,724      66,578
                                                  --------    --------

                                                  $448,827    $449,092
                                                  ========    ========

</TABLE>

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

                                            -5- 
<PAGE>
 
<PAGE>

<TABLE>

                             AQUARION COMPANY AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                         UNAUDITED

<CAPTION>

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                      1997         1996
                                                     ------       ------

                                                        (In thousands)

<S>                                                 <C>          <C>

Cash flows from operating activities:

   Net Income                                       $ 5,924      $5,239

   Adjustments reconciling net income to net cash 
        provided by operating activities:
 
   Depreciation and amortization                      6,380       6,866
 
   Allowance for funds used during construction        (451)       (563)

   Provision for losses on accounts receivable          175         (44)

   Deferred and prepaid income taxes, net            (4,743)       (297)

   Proceeds from sale of surplus land, net of
   gains                                               (164)        146

Change in assets and liabilities (Note 3)             6,307      (6,184)
                                                    -------     -------
   Net cash provided by operating activities         13,428       5,163
                                                    -------     -------

Cash flows from investing activities:

   Capital additions, excluding an allowance for 
   funds used during construction                   (12,761)    (19,307)

   Acquisition of business, less cash acquired            -      (2,525)

   Advances and contributions in aid of
   construction                                       1,464       1,527

   Refunds on advances for construction                (190)       (288)

   Proceeds from disposition of subsidiary            8,565           -

   Other investing activities                          (208)       (762)
                                                    -------     -------
      Net cash used in investing activities          (3,130)    (21,355)

Cash flows from financing activities:

   Net proceeds from short-term borrowings            1,200      10,600

   Proceeds from the issuance of common stock,
   net                                                1,607       1,646

   Principal payments on long-term debt             (15,000)        (31)

   Proceeds from the issuance of long-term debt       7,893       9,411

   Common dividends paid                             (5,703)     (5,567)

   Bond finance charges                                (281)          -
                                                    -------     -------
      Net cash (used in) provided by financing
      activities                                    (10,284)     16,059
                                                    -------     -------
Net increase (decrease) in cash and cash
equivalents                                              14        (133)

Cash and cash equivalents, beginning of period          470         635
                                                    -------     -------

Cash and cash equivalents, end of period            $   484     $   502
                                                    =======     =======
</TABLE>

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

                                            -6- 
<PAGE>
 
<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, BHC Company

(BHC) which consists of an Eastern division, formerly Bridgeport Hydraulic

Company and a Western division, formerly Stamford Water Company, New Canaan

Water Company and Ridgefield Water Supply Company, 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, New York, 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 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 a timber processing business

through Timco, Inc. (Timco), owns a real estate subsidiary, Main Street South

Corporation (MSSC) and provides utility management services through Hydrocorp,

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




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 ratemaking 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.    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, 1996. 



      In March 1997, the Financial Accounting Standards Board (FASB) issued

SFAS No. 128, "Earnings Per Share" (SFAS 128), which establishes new standards

for computing and presenting earnings per share.  SFAS 128 is effective for

financial statements issued for periods ending after December 15, 1997, and

earlier adoption is not permitted.  The Company does not expect adoption of

this statement to have a material impact on the calculation of earnings per

share.

                                      -7-
<PAGE>
<PAGE>

      In June 1997 the FASB issued SFAS No. 130, "Reporting Comprehensive

Income" (SFAS 130), which establishes standards for reporting and display of

comprehensive income and its components in a full set of general-purpose

financial statements.  This statement is effective for fiscal years beginning

after December 15, 1997.  The Company does not expect adoption of this

statement to have a significant impact on the financial statements.



      In June 1997 the FASB issued SFAS No. 131, "Disclosures about Segments

of an Enterprise and Related Information" (SFAS 131), which establishes

standards for the method of  reporting information about operating segments in

annual financial statements and in interim reports issued to shareholders. 

This statement is effective for financial statements for periods beginning

after December 15, 1997.  The Company does not expect adoption of this

statement to have a significant impact on future disclosures of segment

related information.


NOTE 2 - INVENTORY
- ------------------

<TABLE>

<CAPTION>
                                      June 30,     December 31,
                                        1997           1996
                                      --------     ------------

                                     (Unaudited)

<S>                                     <C>            <C>

Lumber and logs                         $2,485         $1,565

Materials and supplies                   1,355          1,318
                                        ------         ------

                                        $3,840         $2,883
                                        ======         ======

</TABLE>

NOTE 3 - SUPPLEMENTAL DISCLOSURE FOR CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------

      Changes in assets and liabilities for the six-month period ended June

30, are set forth below (in thousands):

<TABLE>

<CAPTION>
                                                      1997       1996
                                                    -------    -------

                                                         (Unaudited)

<S>                                                 <C>        <C>

   Increase in accounts receivable                  $(1,659)   $(2,800)

   Increase in inventory                               (957)       (53)

   Increase in prepayments                             (763)      (305)

   Decrease (increase) in other current assets        7,482       (347)

   Increase (decrease) in accounts payable and
   accrued liabilities                                  274       (533)

   Decrease in interest and taxes payable              (554)    (1,909)

   Net changes in other noncurrent balance sheet
   items                                              2,484       (237)
                                                    -------    -------

                                                    $ 6,307    $(6,184)
                                                    =======    =======
   Supplemental cash flow information:

      Cash paid for:

         Interest                                   $ 5,140    $ 4,463

         Income taxes                               $ 3,350    $ 5,705

</TABLE>

NOTE 4 - SALE OF SURPLUS LAND
- -----------------------------

      Aquarion Company and its BHC subsidiary entered into a contract to sell

its 730-acre Trout Brook Valley property for $14,000,000, contingent on the

buyer's receipt of the required permits to develop the property.  The buyer

hopes to obtain the necessary project permits within one year of application. 

Trout Brook Valley consists of 640 acres owned by BHC and 90 acres 

                                   -8-
<PAGE>
<PAGE>

owned by Aquarion.  Because BHC property is included, the sale must also be 

approved by the DPUC.  The anticipated closing date is expected to be late 

1998 or early 1999.  The Company anticipates that the gain from this 

transaction will range from approximately $6,000,000 to $6,500,000 over an 

applicable amortization period, assuming similar treatment is allowed by the 

DPUC as in the past with regard to the sharing of proceeds between the 

shareholder and the ratepayer.



      The Company has also entered into a non-binding letter of intent with

the City of Shelton, Connecticut to sell six parcels of land located in

Shelton for approximately $6,984,500.  The purchase is contingent upon the

execution of a contract of sale, regulatory and board approvals and approval

of a city referendum.  The anticipated closing date is expected to be late

1998.  The Company anticipates that the gain from this transaction will range

from approximately $2,500,000 to $3,000,000 over an applicable amortization

period, assuming similar treatment is allowed by the DPUC as in the past with

regard to the sharing of proceeds between the shareholder and the ratepayer.



      For the first six months of 1997, the Company sold approximately seven

acres of surplus land for a total of $283,000.  Total gains approximated

$113,000, or $0.02 per share.


NOTE 5 - SALE AND DISCONTINUED OPERATIONS
- -----------------------------------------

      On March 25, 1997, the Company executed the stock purchase agreement,

effective December 31, 1996, completing the stock sale of Industrial and

Environmental Analysts, Inc. (IEA), its environmental testing laboratory

business for approximately $10,000,000, with approximately $7,600,000 paid in

cash at closing and the balance paid with the assignment of IEA accounts

receivable.  Accordingly, IEA's results were recorded as a discontinued

operation for the year ended December 31, 1996.  The Company recorded an after

tax loss of $4,255,000, or $0.61 per share, from the sale of the discontinued

operations in the fourth quarter of 1996.  The net loss from the discontinued

operations, including the amortization of goodwill, was $403,000 for the six

months ended June 30, 1996, and is shown separately on the consolidated

statements of income.  For the period January 1, 1997 through March 25, 1997,

operating revenues from discontinued operations were approximately $4,984,000

and the pre-tax operating loss was approximately $86,000 compared to a pre-tax

operating loss of $49,000 for the period ended March 31, 1996.  Losses for the

period from January 1, 1997 through March 25, 1997, were fully reimbursed by

the purchaser in conjunction with the terms of the stock purchase agreement.


NOTE 6 - RATE MATTERS
- ---------------------

Rates.  On July 31, 1997, BHC's Eastern division received a decision from the

DPUC approving a 12.7 percent water service rate increase, which became

effective on August 1, 1997, designed to provide an $8,300,000 increase in

annual water service revenues.  This increase, replaced the Construction-Work-

In-Progress (CWIP) rate surcharge, which was 9.49 percent, prior to July 1,

1997, resulting in a 3.2 percent marginal increase.  This decision also

reflects the repeal  of the Connecticut gross earnings tax for services

rendered after July 1, 1997, which resulted in a 5.0 percent reduction in

rates and expenses.  At the time that the new rates became effective, the CWIP

surcharge was terminated.

                                  -9-

<PAGE>
<PAGE>

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, 1996 should be read in conjunction with the comments

below.



Capital Resources and Liquidity
- -------------------------------

  Capital Expenditures
  --------------------

      The Company invested $12,761,000 in property, plant and equipment in the

first six months of 1997, compared with $19,307,000 for the same 1996 period. 

The Utilities accounted for approximately $12,600,000 of plant additions

during the current six month period.  This includes $4,700,000, as compared

with $11,200,000 for the comparable 1996 period, expended on SDWA-mandated

filtration facilities.  On July 2, 1997, the William S. Warner Water Treatment

Plant at Hemlocks Reservoir was fully operational and put into service.

Management estimates that capital expenditures will total $28,000,000 in 1997,

of which approximately $27,000,000 will be for water utility construction

programs.


  Financing Activities
  --------------------

      The Company's capital expenditures have historically been financed from

several sources including internally generated funds, rate relief, proceeds

from debt financings, sale of common stock, and short-term borrowings under

the Company's revolving credit agreements.



      Annually, the Company's unsecured revolving credit agreements are

subject to renewal.  The agreements provide that the Company may select among

a variety of interest rates, including a negotiated rate.  The Company pays a

commitment fee of 0.125 of 1 percent on the average daily unused portion of

the commitment for each day during which any unused portion exists.  The lines

of credit provide for automatic renewal on an annual basis, but may be

terminated at the option of the banks or the Company upon 90 days notice by

either party prior to the annual anniversary of the agreements.



      The percentage of capital expenditures financed by net cash from

operating activities was 100 percent and 26 percent for the six months ended

June 30, 1997 and 1996, respectively.  (See "Consolidated Financial

Statements-Consolidated Statements of Cash Flows.")  In addition, the Company

obtained funds of $1,781,000 from issuances of Common Stock under its Dividend

Reinvestment and Common Stock Purchase Plan (the "Plan") for the six months

ended June 30, 1997.  The Utilities also received $1,464,000 from advances and

contributions in aid of construction from developers and customers for the six

months ended June 30, 1997.



      On February 3, 1997, BHC converted the interest rate on its $30,000,000

unsecured note, issued in 1995 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, from a variable rate to a fixed

rate of 6.15 percent, for a term of 38 years.

                                   -10-
<PAGE>
<PAGE>

  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 six months and
- --------------------------------------------

three months ended June 30, 1997 and 1996
- -----------------------------------------

      Net income for the six months ended June 30, 1997 was $5,924,000

compared with $5,239,000 for the same 1996 period.  Net income for the three

months ended June 30, 1997 was $3,536,000 versus $3,165,000 for the comparable

period.  1997 net income is higher due to the negative impact on the prior

year results from the IEA operations, coupled with improved results from the

Utility operations.



      Operating revenues increased $5,905,000 and $3,509,000 for the six

months and three months ended June 30, 1997 from the comparable 1996 period. 

Revenues from the Utilities increased $2,996,000 and $1,860,000 due to the

increase in water service rates, the May 1996 acquisition of SCWC and the

continued increase in the CWIP rate surcharge.  Timber processing experienced

an increase in revenues of $2,724,000 and, $1,341,000, due to increased sales

to a leading retailer in the home improvement industry.  



      Operating expenses increased $2,678,000 and $1,645,000 for the six

months and three months ended June 30, 1997 from the comparable 1996 period. 

Timber processing experienced an increase in operating expenses of $2,402,000

and, $1,187,000, respectively, which was primarily the result of higher costs

associated with the increased sales volume.  



      General and administrative expenses decreased $350,000 and $162,000 for

the six months and three months ended June 30, 1997 from the comparable 1996

period due primarily to a decrease in corporate expenses of $355,000 and

$260,000, respectively.



      Depreciation expense increased $491,000 and $249,000 for the six months

and three months ended June 30, 1997 from the 1996 comparable periods due to

higher composite annual depreciation rate for BHC's Eastern division,

effective August 1, 1996 and general plant additions at the Utilities.



      Interest expense for the six months and three months ended June 30, 1997

was $1,430,000 and $643,000 higher than the 1996 comparable period due to

interest expense associated with the October 1996 debt issuance of $30,000,000

by BHC, as well as the conversion of the $30,000,000 note of BHC from a

variable to fixed rate.



      Taxes other than income taxes for the six months and three months ended

June 30, 1997 increased $328,000 and $132,000 over the comparable 1996

periods.  Increased property taxes of $286,000 and $16,000, respectively, as

well as increased payroll and gross earnings taxes of $42,000 and $116,000,

respectively, account for this variance.

                                   -11-
<PAGE>
<PAGE>

      Income taxes increased $934,000 and $678,000 for the six months and

three months ended June 30, 1997 from the comparable 1996 periods due to

higher taxable income as well as a higher effective tax rate in 1997.



Significant changes in balance sheet accounts
- ---------------------------------------------

for the six months ended June 30, 1997
- ---------------------------------------

      The decrease of $16,047,000 in other current assets is largely the

result of the consummation of the sale of IEA.



      The increase of $5,522,000 in other assets is principally due to the

reclassification of the tax refund expected from the disposition of IEA from

other current assets.





                         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, 1996.



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, 1997.



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

      (a)   Exhibits

            27    Financial Data Schedule (filed herewith)



      (b)   The Company did not file a report on Form 8-K for the six months

            ended June 30, 1997.

                                     -12- 
<PAGE>
 
<PAGE>

                                   SIGNATURE
                                   ---------





      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.




                                          AQUARION COMPANY




Date:          August 13, 1997            By       /s/JANET M. HANSEN         
      ---------------------------             -----------------------------

                                                     Janet M. Hansen

                                                Executive Vice President

                                               Chief Financial Officer and

                                                        Treasurer

                                     -19- <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1997 AQUARION COMPANY FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                             484
<SECURITIES>                                         0
<RECEIVABLES>                                    11766
<ALLOWANCES>                                      1405
<INVENTORY>                                       3840
<CURRENT-ASSETS>                                 36793
<PP&E>                                          467841
<DEPRECIATION>                                  137389
<TOTAL-ASSETS>                                  448827
<CURRENT-LIABILITIES>                            33737
<BONDS>                                         156380
                                0
                                          0
<COMMON>                                          7154
<OTHER-SE>                                      119280
<TOTAL-LIABILITY-AND-EQUITY>                    448827
<SALES>                                          49911
<TOTAL-REVENUES>                                 49911
<CGS>                                                0
<TOTAL-COSTS>                                    33918
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   175
<INTEREST-EXPENSE>                                5812
<INCOME-PRETAX>                                  10632
<INCOME-TAX>                                      4708
<INCOME-CONTINUING>                               5924
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      5924
<EPS-PRIMARY>                                      .84
<EPS-DILUTED>                                      .84
        

</TABLE>


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