<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
-------------------------------------
WASHINGTON, D. C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 1-858-6
-------------
United Water Resources Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2441477
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(State or other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
200 Old Hook Road, Harrington Park, New Jersey 07640
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(Address of principal executive office) (zip code)
201-784-9434
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--------- ---------
Common shares of stock outstanding as of April 30, 1997 35,373,060
-----------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- -------------------------------
UNITED WATER RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
- ------
UTILITY PLANT, including $40,011 and $27,947 under construction $1,366,667 $1,349,194
LESS accumulated depreciation 275,450 267,639
---------- ----------
1,091,217 1,081,555
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UTILITY PLANT ACQUISITION ADJUSTMENTS, NET 64,294 64,710
---------- ----------
REAL ESTATE AND OTHER INVESTMENTS, less accumulated
depreciation of $10,340 and $9,909 80,369 83,340
EQUITY INVESTMENTS 85,364 82,433
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165,733 165,773
CURRENT ASSETS:
Cash and cash equivalents 2,693 8,961
Restricted cash 25,698 27,203
Accounts receivable and unbilled revenues, net 60,023 65,911
Prepaid and other current assets 14,102 11,681
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102,516 113,756
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DEFERRED CHARGES AND OTHER ASSETS:
Regulatory assets 75,377 74,062
Prepaid employee benefits 16,362 16,139
Unamortized debt expense 30,578 30,720
Other deferred charges and assets 27,761 34,265
---------- ----------
150,078 155,186
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$1,573,838 $1,580,980
========== ==========
CAPITALIZATION AND LIABILITIES
- ------------------------------
CAPITALIZATION:
Common stock and retained earnings $ 386,968 $ 391,490
Preferred stock without mandatory redemption 9,000 9,000
Preferred stock with mandatory redemption 53,971 53,978
Preference stock, convertible, with mandatory redemption 39,299 39,283
Long-term debt 558,180 558,093
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1,047,418 1,051,844
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CURRENT LIABILITIES:
Notes payable 70,925 93,225
Preferred stock and long-term debt due within one year 29,474 29,546
Accounts payable and other current liabilities 36,874 37,594
Accrued taxes 25,417 17,690
Dividends payable 8,728 198
Accrued interest 8,650 8,213
---------- ----------
180,068 186,466
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred income taxes and investment tax credits 176,053 174,530
Customer advances for construction 25,629 25,259
Contributions in aid of construction 127,031 126,395
Other deferred credits and liabilities 17,639 16,486
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346,352 342,670
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$1,573,838 $1,580,980
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
UNITED WATER RESOURCES INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
-------------------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING REVENUES $80,006 $69,759
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OPERATING EXPENSES:
Operation and maintenance 44,062 35,957
Depreciation and amortization 8,628 7,542
General taxes 12,672 12,168
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TOTAL OPERATING EXPENSES 65,362 55,667
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OPERATING INCOME 14,644 14,092
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INTEREST AND OTHER EXPENSES:
Interest expense, net of amount capitalized 11,029 10,966
Allowance for funds used during construction (697) (405)
Preferred stock dividends of subsidiaries 567 573
Gain on New Mexico settlement -- (10,372)
Other income, net (3,377) (661)
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TOTAL INTEREST AND OTHER EXPENSES 7,522 101
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INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 7,122 13,991
PROVISION FOR INCOME TAXES 1,885 7,612
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INCOME FROM CONTINUING OPERATIONS 5,237 6,379
Preferred and preference stock dividends 1,135 1,200
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NET INCOME APPLICABLE TO COMMON STOCK
FROM CONTINUING OPERATIONS 4,102 5,179
Loss from discontinued operations -- (298)
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NET INCOME APPLICABLE TO COMMON STOCK $ 4,102 $ 4,881
======= =======
Average common shares outstanding (thousands) 34,741 33,000
NET INCOME PER COMMON SHARE
Continuing operations $ 0.12 $ 0.16
Discontinued operations -- (.01)
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Total $ 0.12 $ 0.15
======= =======
DIVIDENDS PER COMMON SHARE $ 0.23 $ 0.23
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
UNITED WATER RESOURCES INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 5,237 $ 6,081
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization 8,931 7,960
Gain on New Mexico settlement -- (10,372)
Equity (earnings) loss of affiliates (2,681) 270
Proceeds from sales of properties 6,864 84
Gain on sale of properties (3,215) (66)
Improvements to property under development (324) (249)
Deferred income taxes and investment tax credits, net 1,523 11,890
Allowance for funds used during construction (AFUDC) (697) (405)
Changes in assets and liabilities, net of effect of
New Mexico settlement:
Accounts receivable and unbilled revenues 5,888 2,424
Prepaid and other current assets (2,902) (1,072)
Prepaid employee benefits (223) (675)
Regulatory assets (1,315) (5,352)
Accounts payable and other current liabilities (720) (6,169)
Accrued taxes 7,727 2,372
Accrued interest 437 3,294
Other, net 2,081 (246)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 26,611 9,769
-------- --------
INVESTING ACTIVITIES:
Additions to utility plant (excludes AFUDC) (10,922) (7,713)
Additions to real estate and other properties (919) (991)
Investments in service contracts -- (2,500)
Change in restricted cash 1,505 7,599
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (10,336) (3,605)
-------- --------
FINANCING ACTIVITIES:
Change in notes payable (22,300) (1,000)
Additional long-term debt 368 --
Reduction in preferred stock and long-term debt (360) (321)
Issuance of common stock 7,845 4,543
Dividends on common stock (7,967) (7,580)
Dividends on preferred and preference stock (1,135) (1,200)
Net contributions and advances for construction 1,006 (480)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (22,543) (6,038)
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,268) 126
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,961 4,529
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,693 $ 4,655
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
UNITED WATER RESOURCES INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
1997 1996
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<S> <C> <C>
Supplemental disclosures of cash flow information:
Interest (net of amount capitalized) $10,289 $7,360
Income taxes (refunded)/paid (827) 808
</TABLE>
Supplemental disclosures of non-cash transactions:
In connection with the New Mexico settlement in the first quarter of 1996,
liabilities of $20.2 million were transferred to the city of Rio Rancho.
<PAGE>
UNITED WATER RESOURCES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1 - GENERAL
- ----------------
In the opinion of United Water Resources (United Water, or the Company),
the accompanying unaudited consolidated financial statements contain all
adjustments, which consist of normal recurring adjustments, necessary for the
fair presentation of the results for the interim periods. Additional footnote
disclosure concerning accounting policies and other matters are disclosed in the
Company's audited consolidated financial statements included in its 1996 Annual
Report on Form 10-K, which should be read in conjunction with these financial
statements. Certain prior year amounts have been reclassified to conform with
current year presentation.
Due to the seasonal nature of the Company's operations, financial results
for interim periods are not necessarily indicative of the results for a twelve
month period.
NOTE 2 - INVESTMENT IN NORTHUMBRIAN PARTNERSHIP
- -----------------------------------------------
On June 28, 1996, United Water and Lyonnaise Europe plc formed the
Northumbrian Partnership (the Partnership), an equal partnership which has
acquired a 20% interest in Northumbrian Water Group Plc, the fifth largest
investor-owned water company (by population served) in the United Kingdom.
United Water's share of the Partnership's earnings is included in Other Income
in the Statement of Consolidated Income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ------- -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
GENERAL
- -------
United Water's principal utility subsidiaries include United Water New
Jersey, United Water New York and United Waterworks. United Water New Jersey and
United Water New York (a subsidiary of United Water New Jersey) provide public
water supply services to more than one million people in northern New Jersey and
southern New York. United Waterworks provides public water supply services to
approximately one million people in 13 states. Its major utility operations are
located in Arkansas, Delaware, Florida, Idaho, New Jersey, New York and
Pennsylvania. In addition, its utility in Florida also provides wastewater
collection and treatment services, generally to its water customers. The water
utility business is cyclical in nature, as both revenues and earnings are higher
in the summer months when customer consumption is higher than in the cooler
months.
United Properties Group (United Properties), United Water's real estate
subsidiary, is a non-regulated business engaged in real estate investment and
development activities, including commercial office and retail properties,
residential and commercial land development, golf course operations and
consulting services. It owns a portfolio of real estate located in New Jersey,
New York, Pennsylvania, Idaho, Delaware and Florida. United Properties also
provides consulting and advisory services in support of the real estate assets
of the other United Water companies.
<PAGE>
NEW MEXICO SETTLEMENT
- ---------------------
On March 29, 1996, the Company settled the condemnation proceeding with the
city of Rio Rancho, New Mexico (the City). The agreement was approved on the
same day by the Thirteenth Judicial District Court in New Mexico. Under the
terms of the agreement, the Company agreed to accept $67 million for the water
and wastewater systems of its United Water New Mexico operations (including
capital expenditures incurred in 1995). Results of this transaction are included
in the Company's first quarter 1996 earnings.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Capital expenditures are generally incurred by United Water's utility
subsidiaries in connection with the normal upgrading and expansion of existing
water and wastewater facilities and to comply with existing environmental
regulations. United Water considers its utility plant to be adequate and in good
condition. These capital expenditures are necessary to meet growth requirements
and to comply with environmental laws and regulations. Excluding the effects of
inflation, the capital expenditures of United Water's utility subsidiaries are
projected to aggregate $297 million over the next five years, including $63
million and $61 million in 1997 and 1998, respectively. This total includes $204
million for United Waterworks and $88 million for United Water New Jersey and
United Water New York. The expenditures related to compliance with environmental
laws and regulations are estimated to be approximately 25% of the projected
capital expenditures over the 1997-2001 period. To the best of management's
knowledge, the Company is in compliance with all major environmental laws and
regulations.
United Water anticipates that its future capital expenditures will be
funded by internally generated funds, external debt financings and the issuance
of additional common and preferred stock, including shares issued to existing
shareholders, bondholders, customers and employees under the Company's dividend
reinvestment and stock purchase plans. In addition, United Waterworks and
United Water New York participate in a number of tax-exempt financings for the
purpose of funding capital expenditures. Funds are drawn down on these
financings as qualified capital expenditures are made. As of March 31, 1997,
$25.7 million of proceeds from these financings have not yet been disbursed to
the Company and are included in the consolidated balance sheet as restricted
cash. The amount and timing of the use of these proceeds and of future
financings will depend on actual capital expenditures, the timeliness and
adequacy of rate relief, the availability and cost of capital, and the ability
to meet interest and fixed charge coverage requirements.
In June 1996, United Water entered into a $30 million long-term note
agreement with Credit Lyonnais to partially fund its investment in the
Northumbrian Partnership. The loan bears interest at a LIBOR-based floating
rate and is payable in annual installments through June 2006. The Company
purchased an offsetting interest rate cap to limit its exposure under this
financing to a maximum interest rate of 8.6%. The remainder of the investment
was funded through borrowings on United Water's various short-term bank lines of
credit.
In November 1996, United Water New Jersey issued three series of Variable
Rate Demand Water Facilities Revenue Refunding Bonds (the Bonds) aggregating
$130 million ($50 million due 2025 and $80 million due 2026), through the New
Jersey Economic Development Authority (the EDA). Proceeds from the Bonds were
used to refund an equal aggregate principal amount of 6%-7% bonds issued by the
EDA in 1987 to finance or refinance a portion of the costs of acquiring and
constructing certain water transmission, transportation, storage and
distribution facilities located in Bergen, Passaic and Hudson counties in New
Jersey. In December 1996, the Company purchased a five-year interest rate cap
to limit its exposure under this financing to a maximum interest rate of 7%.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
- -------------------------------
United Properties currently expects to spend $24.9 million over the next
five years for capital expenditures on its existing real estate portfolio.
Expenditures are projected to be $11.8 million and $2.4 million in 1997 and
1998, respectively. Funding for these expenditures is anticipated to come from
sales of properties, operations of existing commercial properties and golf
courses, and proceeds of new financings.
At March 31, 1997, United Water had cash and cash equivalents of $2.7
million (excluding restricted cash) and unused short-term bank lines of credit
of $145.5 million. Management expects that unused credit lines currently
available, cash flows from operations and cash generated from the dividend
reinvestment and stock purchase plans will be sufficient to meet anticipated
future operational needs.
<PAGE>
RATE MATTERS
- ------------
The profitability of United Water's regulated utilities is, to a large
extent, dependent upon adequate and timely rate relief. The Company anticipates
that the regulatory authorities that have jurisdiction over its utility
operations will allow the Company's regulated utilities to earn a reasonable
return on their utility investments.
The Company continues to follow Statement of Financial Accounting Standards
(SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation," for
its regulated utilities. SFAS No. 71 provides for the recognition of regulatory
assets and liabilities as allowed by state regulators that are considered
probable of recovery.
During 1996, the Company's regulated utilities received ten rate settlement
awards with an aggregate annual rate revenue increase of $11.1 million. An
estimated $4.2 million of this amount was reflected in 1996's revenues while the
remaining $6.9 million of carryover impact of the rate awards received in 1996
is expected to increase revenues in 1997.
At the end of March 1997, there were eight rate cases pending in which the
Company has requested an aggregate annual rate increase of $15.1 million. The
most significant rate cases pending were filed by United Water Florida and
United Water Delaware. In July 1996, United Water Florida filed for rate relief
in the amount of $3.3 million, or 45.9%, in water revenues and $5.1 million, or
32.6%, in wastewater revenues. The increases were requested primarily to fund
capital investments. As part of the proposal, the Company requested that it be
permitted to place into effect on an interim basis $1.1 million, or 16.8%, of
the proposed water increase and $1.1 million, or 7.9%, of the proposed
wastewater increase. On November 15, 1996, the Florida Public Service
Commission granted United Water Florida interim rate increases subject to refund
of $725,000, or 10.6%, for water and $238,000, or 1.7%, for wastewater. A final
decision on the Company's rate request is not anticipated until the end of the
second quarter of 1997.
In August 1996, United Water Delaware filed for rate relief in the amount
of $3.7 million, or a 24.6% increase in revenues. A petition to place $2.2
million, or 15%, in effect subject to refund was filed in September 1996 and was
approved by the Delaware Public Service Commission on October 15, 1996 for rates
to become effective on October 26, 1996. A final decision on the Company's rate
request is not anticipated until the end of the second quarter of 1997.
Generally, the rate awards the Company's operating utilities actually
receive are less than the amounts requested, primarily due to circumstances that
change while the rate case is being processed. The Company expects to file
additional rate cases in 1997 but does not expect that those rate awards, if
received in 1997, will have a significant impact on revenues in 1997.
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1997
- ---------------------------------------------------------
OVERVIEW
United Water's net income applicable to common stock for the first quarter
of 1997 decreased to $4.1 million from $4.9 million in the comparable period in
1996. Net income per common share for the first quarter of 1997 was 12 cents as
compared to 15 cents for the same period last year. Utility investments, which
include the Northumbrian Partnership, contributed 14 cents per share in 1997
compared with 10 cents per share for the first quarter of 1996. Results for
1997 included a significant land sale that contributed five cents per share. In
1996, United Water recorded a one-time contribution of 13 cents per share
resulting from a condemnation settlement in New Mexico. Results for 1997 and
1996 included six cents and seven cents, respectively, for corporate charges
relating to interest and preferred and preference dividends.
OPERATING REVENUES
The $10.2 million increase in revenues from the same period in 1996 was
attributable to the following factors:
(thousands of dollars) Increase (Decrease)
----------------------------------------------------
Utilities:
Rate awards $ 2,412 3.5%
Consumption (1,591) (2.3%)
Growth 1,695 2.4%
Real estate 6,923 9.9%
Other operations 808 1.2%
----------------------------------------------------
$ 10,247 14.7%
----------------------------------------------------
The 3.5% increase in revenues from rate awards in the first quarter of 1997
includes the impact of 1996 rate awards for ten of the Company's operating
utilities. The increase in revenues due to growth is primarily attributable to
the acquisitions of two utilities in New Jersey in the second quarter of 1996.
A decrease in consumption due to unfavorable weather conditions in several
service areas partially offset these revenue increases. The 9.9% increase in
real estate revenues was due to the sale of four parcels of land in the first
quarter of 1997 as compared to only one property sale in the same period in
1996. Other operations increased 1.2% mainly due to revenues from the public-
private partnership with Jersey City which commenced in May 1996, partially
offset by a lower number of meter installations.
OPERATING EXPENSES
The increase in operating expenses from the same period in 1996 is due to
the following:
(thousands of dollars) Increase
-----------------------------------------------
Operation and maintenance $8,105 22.5%
Depreciation and amortization 1,086 14.4%
General taxes 504 4.1%
-----------------------------------------------
The $8.1 million increase in operation and maintenance expenses was due
primarily to an increase in the costs associated with land sales in 1997,
operating expenses incurred as a result of the commencement of the public-
private partnership with Jersey City, higher purchased water and health care
costs at the Company's utility subsidiaries and additional operating expenses
incurred relating to the acquisitions of two utilities in New Jersey in May
1996. These were partially offset by lower meter installation costs.
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1997 (CONTINUED)
- ---------------------------------------------------------
The $1.1 million increase in depreciation and amortization was primarily
attributable to utility plant additions by United Waterworks' utility
subsidiaries, as well as amortization attributable to the service contract in
Jersey City.
General taxes increased $504,000 primarily due to higher real estate and
franchise taxes in utility operations.
OTHER INCOME
The increase in other income of $2.7 million was mainly due to $3.2 million
of earnings from the Northumbrian Partnership.
INCOME TAXES
The effective income tax rates on income before preferred and preference
stock dividends were 24.5% and 52.8% in the first quarter of 1997 and 1996,
respectively. The decrease in the effective rate is primarily attributable to
the impact of the New Mexico settlement in the first quarter of 1996 and the tax
treatment of the earnings from the Northumbrian Partnership. The Company
considers the undistributed earnings to be permanently reinvested and has not
provided deferred taxes on these earnings.
NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share". This statement, which is effective for financial
statements issued for periods ending after December 15, 1997, including interim
periods, establishes simplified standards for computing and presenting earnings
per share (EPS). It requires dual presentation of basic and diluted EPS on the
face of the income statement for entities with complex capital structures and
disclosure of the calculation of each EPS amount. The Company does not
anticipate that adoption of this standard will have a significant impact on
reported EPS.
EFFECTS OF INFLATION
Operating income from utility operations is normally not materially affected
by inflation because cost increases generally lead to proportionate increases in
revenues allowed through the regulatory process. However, there is a lag in the
recovery of higher expenses through the regulatory process; therefore, high
inflation could have a detrimental effect on the Company until sufficient rate
increases are received. Conversely, lower inflation and lower interest rates
tend to result in reductions in the rates of return allowed by the utility
commissions, as has happened over the last several years.
PROSPECTIVE INFORMATION
In addition to the historical information contained herein, this
report contains a number of "forward-looking statements," within the meaning of
the Securities Exchange Act of 1934. Such statements address future events and
conditions concerning the adequacy of water supply and utility plant, capital
expenditures, earnings on assets, resolution and impact of litigation, liquidity
and capital resources and accounting matters. Actual results in each case could
differ materially from those projected in such statements, by reason of factors
including, without limitation, general economic conditions, competition, actions
by regulators and other governmental authorities, and technological developments
affecting the Company's operations, markets, services and prices, and other
factors discussed in the Company's filings with the Securities and Exchange
Commission, including this report.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- ------- -----------------
Three suits were filed by Safas Corporation, New Regime Company and
Aircraft Engineering Products against United Water, Dundee Water Power & Land
Co. (Dundee) and United Water New Jersey in September and November 1994 and May
1995 in the Superior Court of New Jersey, Passaic County. The suits allege that
the plaintiffs suffered property damage as a result of an alleged breach in a
berm surrounding the Dundee Canal, allowing water to escape. The Dundee Canal
is the property of Dundee, a corporation of which United Water owns 50% of the
outstanding common stock. North Jersey District Water Supply Commission, the
other 50% shareholder, has also been named as a defendant. Initially, the
plaintiffs in the Safas and New Regime suits voluntarily dismissed United Water
and United Water New Jersey without prejudice from their actions. In August
1995, Safas and New Regime reinstituted their suits against United Water and
United Water New Jersey. Plaintiffs, in the aggregate, seek damages of several
million dollars. Pursuant to a Case Management Order issued in April 1997, the
parties have been directed to complete discovery by August 1997. The trial is
scheduled to commence in September 1997. Both United Water's and the North
Jersey District Water Supply Commission's respective policies of insurance name
Dundee as an additional insured. The Company is of the opinion that it, United
Water New Jersey and Dundee have adequate insurance to cover claims of this
nature.
United Water Delaware (formerly Wilmington Suburban Water Corporation), a
subsidiary of United Waterworks, was the subject of a Criminal Violation Notice
issued by New Castle County, Delaware Department of Public Works (the Notice).
The Notice, dated April 15, 1992, describes the violation as being an illegal
placement of fill in a floodplain in contravention of the New Castle County
Zoning and Drainage Codes. United Water Delaware alleges that the illegal fill
was placed on land it owns by one or more third parties without the knowledge or
approval of United Water Delaware. Violation notice forms were also issued to
other similarly situated property owners, and United Water Delaware has taken
part in many discussions concerning the level of participation by all such
parties in a remediation. An application for approval of a remediation plan was
submitted to the New Castle County Department of Planning on May 26, 1995 and
the County accepted this proposal on September 1, 1995. United Water Delaware
and New Castle County entered into a Release and Settlement Agreement (the
Agreement) dated April 9, 1996. Pursuant to the Agreement, New Castle County
has withdrawn the Criminal Violation Notice against United Water Delaware. The
withdrawal of the Criminal Violation Notice is conditioned on United Water
Delaware undertaking in good faith to implement the remediation plan.
Management believes that the resolution of this matter will not have a material
adverse effect upon the financial position or results of operations of the
Company.
On October 28, 1994, IU International Corporation (IU) filed suit in the
Superior Court of the State of Delaware against United Waterworks alleging
breach of contract and seeking reimbursement from United Waterworks of more than
$3 million, as well as interest thereon. IU's claim is based on certain tax
indemnifications that were part of a stock purchase agreement entered into by
IU, Lyonnaise American Holding, Inc. (LAH), United Waterworks and GWC
Corporation (former parent of United Waterworks) in connection with the 1982
purchase of 50% of the outstanding common stock of United Waterworks by LAH. On
June 16, 1995, United Waterworks, LAH and IU entered into a settlement agreement
pursuant to which United Waterworks agreed to pay IU $800,000 on the date of
execution of such agreement. In addition, United Waterworks agreed to pay IU an
additional amount of up to approximately $1.15 million plus interest thereon
(such interest commencing as of September 15, 1993) at United Waterworks'
average short-term borrowing rate. Such payments become due in the event and at
the time that certain tax benefits previously claimed by United Waterworks with
respect to its 1992 tax year reach "finality"
<PAGE>
LEGAL PROCEEDINGS (CONTINUED)
- -----------------
through the running of the statute of limitations on the 1992 tax year or when
it is determined that such tax benefits are allowable by the Internal Revenue
Service. On June 16, 1995, United Waterworks paid $800,000 to IU. Pursuant to
the settlement agreement, on June 30, 1995, the parties filed with the court a
stipulation of dismissal of the lawsuit with prejudice. On September 15, 1996,
the statute of limitations expired on the 1992 tax year. As a result, on
November 19, 1996, United Waterworks paid IU $977,000 of the $1.15 million. The
remaining balance was paid on April 16, 1997.
A class action lawsuit was filed in the Supreme Court of the State of New
York, New York County, on May 28, 1996 by Steven Tagliaferri and John
Ambroselli, individually and on behalf of a class of employees (Plaintiffs)
against United Metering Inc., a subsidiary of United Water, for breach of
contract. Plaintiffs claim that United Metering failed to comply with
prevailing wage rate regulations in connection with work performed pursuant to
certain public works contracts awarded by the New York City Department of
Environmental Protection. The damages sought are in excess of $600,000. United
Metering has filed a response denying Plaintiffs' claims and motion for summary
judgement seeking dismissal of the lawsuit. Oral argument on such motion was
held on March 14, 1997 and on April 1, 1997, a decision was issued granting
United Metering's motion and dismissing the lawsuit. Plaintiffs have until the
end of May to appeal. Management believes that the resolution of this matter
will not have a material adverse effect upon the financial position or results
of operations of the Company.
On July 20, 1994, the Townhouse at Lake Isle Home Owners Association, Inc.
filed suit against United Water New Rochelle (formerly New Rochelle Water
Company) in the Supreme Court of the State of New York, Westchester County. The
suit seeks to recover for alleged property damage arising out of repeated leaks
in service lines installed in or about 1982 by the developer of a townhouse
complex in Eastchester, New York. The bulk of the relief sought by plaintiff
involves monetary damages for the cost of replacing the service lines, which
belong to United Water. The plaintiff did not seek injunctive relief.
A default judgement on the issue of liability was entered against United
Water New Rochelle on December 2, 1994. United Water has diligently prosecuted
motions to reopen and appeal from the default judgement, on the principal ground
that the default resulted from a failure by United Water's insurance carrier and
claims processing service provider to timely file an answer to the plaintiff's
complaint. To date, motions to vacate the default judgement have not been
successful.
Following an inquest on the issue of damages, the Court issued a decision,
dated December 20, 1996, awarding the plaintiff $1,330,000. The Company has
filed a motion to set aside the Court's December 20, 1996 decision on the ground
that the relief granted exceeded the plaintiff's original demand. The Company
plans to appeal the judgement and will consolidate therewith its appeals from
prior decisions on its motions to vacate the default judgement. The Company
believes that it has meritorious arguments on appeal and on the original matter,
should it be reopened. Further, the Company expects to seek reimbursement from
third parties of any ultimate liability resulting in this matter. Management
believes the resolution of this matter will not have a material adverse effect
upon the financial position or results of operations of the Company.
United Water is not a party to any other litigation other than the routine
litigation incidental to the business of United Water. None of such litigation,
either individually or in the aggregate, is material to the business of United
Water.
<PAGE>
S I G N A T U R E
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.
UNITED WATER RESOURCES INC.
------------------------------
(Registrant)
Date: May 13, 1997 By JOHN J. TURNER
------------ ---------------------------
(Signature)
John J. Turner
Treasurer
DULY AUTHORIZED AND CHIEF
ACCOUNTING OFFICER
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND>
This schedule contains summary information extracted from the
Consolidated Balance Sheet, Statement of Consolidated Income and
Statement of Consolidated Cash Flows and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,091,217
<OTHER-PROPERTY-AND-INVEST> 165,733
<TOTAL-CURRENT-ASSETS> 102,516
<TOTAL-DEFERRED-CHARGES> 150,078
<OTHER-ASSETS> 64,294
<TOTAL-ASSETS> 1,573,838
<COMMON> 342,718
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 44,250
<TOTAL-COMMON-STOCKHOLDERS-EQ> 386,968
93,270
9,000
<LONG-TERM-DEBT-NET> 558,180
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 70,925
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 29,214
260
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 426,021
<TOT-CAPITALIZATION-AND-LIAB> 1,573,838
<GROSS-OPERATING-REVENUE> 80,006
<INCOME-TAX-EXPENSE> 1,885
<OTHER-OPERATING-EXPENSES> 65,362
<TOTAL-OPERATING-EXPENSES> 67,247
<OPERATING-INCOME-LOSS> 12,759
<OTHER-INCOME-NET> 3,507
<INCOME-BEFORE-INTEREST-EXPEN> 16,266
<TOTAL-INTEREST-EXPENSE> 11,029
<NET-INCOME> 5,237
1,135
<EARNINGS-AVAILABLE-FOR-COMM> 4,102
<COMMON-STOCK-DIVIDENDS> 7,967
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 26,611
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
