UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~June 30, ~~2018~~2019 or

¨ ☐TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ___________

Commission File Number: 0-8084

~~Connecticut Water Service, Inc.~~CONNECTICUT WATER SERVICE INC / CT

(Exact name of registrant as specified in its charter)



Connecticut			06-0739839
(State or other jurisdiction of incorporation or organization)			~~06-0739839~~ (I.R.S. Employer Identification No.)

93 West Main Street,	Clinton, CT	Connecticut	06413
(Address of principal executive offices)			~~06413~~ (Zip Code)

~~(860) 669-8630~~(860) 669-8636

(Registrant’s telephone number, including area code)

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	CTWS	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yesx☒No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx☒No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filero	☒		Accelerated filer	☐
Non-accelerated filer	☐		Smaller reporting company	☐
			~~Accelerated filer~~ x
~~Non-accelerated filer~~ o ~~(Do not check if a smaller reporting company)~~		~~Smaller reporting company~~ o Emerging growth companyo	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨☐No x☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

~~12,044,006~~12,068,537

Number of shares of common stock outstanding, July 1, ~~2018~~2019

(Includes ~~94,282~~94,431 common stock equivalent shares awarded under the Performance Stock Programs)

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

Financial Report

June 30, ~~2018~~2019

TABLE OF CONTENTS



Part I, Item 1: Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018	34

Condensed Consolidated Statements of Income for the three months ended June 30, ~~2018~~2019 and ~~2017~~2018	45

Condensed Consolidated Statements of Income for the six months ended June 30, ~~2018~~2019 and ~~2017~~2018	56

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018	67

Condensed Consolidated Statements of Retained Earnings for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018	78

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2018~~2019 and ~~2017~~	8

~~Notes to Condensed Consolidated Financial Statements~~2018	9

Notes to Condensed Consolidated Financial Statements	10

Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825

Part I, Item 3: Quantitative and Qualitative Disclosures About Market Risk	4137

Part I, Item 4: Controls and Procedures	4138

Part II, Item 1: Legal Proceedings	4138

Part II, Item 1A: Risk Factors	4138

Part II, Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	4439

Part II, Item 6: Exhibits	4439

Signature Page Exhibit 31 Exhibit 32 Exhibit 101.INS Exhibit 101.SCH Exhibit 101.CAL Exhibit 101.DEF Exhibit 101.LAB Exhibit 101.PRE	4540

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share data)


ASSETS	June 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018
Utility Plant	$	942,107		$	927,289		$	1,000,278		$	983,220
Construction Work in Progress	16,202			11,761			23,017			14,765
	958,309			939,050			1,023,295			997,985
Accumulated Provision for Depreciation	(250,069		)	(241,327		)	(266,915		)	(258,192		)
Net Utility Plant	708,240			697,723			756,380			739,793
Other Property and Investments	11,719			10,662			12,914			11,501
Cash and Cash Equivalents	3,868			3,618			2,435			2,856
Accounts Receivable (Less Allowance, 2018 - $1,238; 2017 - $1,265)	13,262			14,965
Accounts Receivable (Less Allowance, 2019 - $1,242; 2018 - $1,236)							13,879			14,169
Accrued Unbilled Revenues	9,732			8,481			10,810			10,011
Materials and Supplies, at Average Cost	1,719			1,593			1,657			1,679
Prepayments and Other Current Assets	9,642			7,021			11,614			9,943
Total Current Assets	38,223			35,678			40,395			38,658
Restricted Cash							947			—
Unrecovered Income Taxes - Regulatory Asset	72,343			66,631			81,204			75,763
Pension Benefits - Regulatory Asset	10,316			11,339			8,712			9,337
Post-Retirement Benefits Other Than Pension - Regulatory Asset	110			116			127			133
Goodwill	66,403			67,016			66,403			66,403
Deferred Charges and Other Costs	11,012			9,618			14,345			11,755
Total Regulatory and Other Long-Term Assets	160,184			154,720			171,738			163,391
Total Assets	$	918,366		$	898,783		$	981,427		$	953,343
CAPITALIZATION AND LIABILITIES
Common Stockholders’ Equity:
Common Stock Without Par Value: Authorized - 25,000,000 Shares
Issued and Outstanding: 2018 - 12,044,006; 2017 - 12,065,016	$	189,320		$	191,641
Issued and Outstanding: 2019 - 12,068,537; 2018 - 12,054,712							$	191,292		$	190,433
Retained Earnings	98,523			102,417			104,493			104,188
Accumulated Other Comprehensive (Loss)	(301		)	(428		)	(210		)	(485		)
Common Stockholders’ Equity	287,542			293,630			295,575			294,136
Preferred Stock	—			772
Long-Term Debt	251,723			253,367			256,916			257,511
Total Capitalization	539,265			547,769			552,491			551,647
Current Portion of Long-Term Debt	4,016			6,173			4,051			4,059
Interim Bank Loans Payable	42,891			19,281
Interim Bank Loans Payable and Other Short-Term Debt							74,632			54,249
Accounts Payable and Accrued Expenses	9,402			11,319			10,691			13,782
Accrued Interest	1,481			1,439			1,593			1,531
Current Portion of Refund to Customers - Regulatory Liability	—			64			1,960			2,331
Other Current Liabilities	3,094			3,262			2,988			3,101
Total Current Liabilities	60,884			41,538			95,915			79,053
Advances for Construction	19,560			20,024			24,673			22,654
Deferred Federal and State Income Taxes	35,244			33,579			32,877			31,593
Unfunded Future Income Taxes	63,933			58,384			73,229			67,725
Long-Term Compensation Arrangements	34,035			32,649			32,096			31,043
Unamortized Investment Tax Credits	1,095			1,133			1,019			1,057
Excess Accumulated Deferred Income Tax - Regulatory Liability	30,973			30,937			29,386			29,611
Refund to Customers - Regulatory Liability							—			534
Other Long-Term Liabilities	1,209			1,241			3,305			3,345
Total Long-Term Liabilities	186,049			177,947			196,585			187,562
Contributions in Aid of Construction	132,168			131,529			136,436			135,081
Commitments and Contingencies	—			—			—			—
Total Capitalization and Liabilities	$	918,366		$	898,783		$	981,427		$	953,343

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

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands, except per share amounts)


	2018			2017			2019			2018
Operating Revenues	$	29,904		$	27,902		$	30,664		$	29,904
Operating Expenses
Operation and Maintenance	12,720			11,416			12,803			12,720
Depreciation	4,360			3,984			4,895			4,360
Income Tax Expense (Benefit)	627			(624		)
Income Tax Expense							299			627
Taxes Other Than Income Taxes	2,618			2,477			2,851			2,618
Total Operating Expenses	20,325			17,253			20,848			20,325
Net Operating Revenues	9,579			10,649			9,816			9,579
Other Utility Income, Net of Taxes	248			190			283			248
Total Utility Operating Income	9,827			10,839			10,099			9,827
Other (Deductions) Income, Net of Taxes
Gain on Real Estate Transactions							11			—
Non-Water Sales Earnings	432			332			404			432
Allowance for Funds Used During Construction	105			231			203			105
Merger and Acquisition Costs	(2,391		)	(125		)	(2,171		)	(2,391		)
Other	(472		)	(829		)	553			(472		)
Total Other (Loss) Income, Net of Taxes	(2,326		)	(391		)
Total Other Loss, Net of Taxes							(1,000		)	(2,326		)
Interest and Debt Expense
Interest on Long-Term Debt	2,606			2,106			2,642			2,606
Other Interest Expense (Income), Net	115			(111		)	605			115
Amortization of Debt Expense and Premium, Net	51			35			66			51
Total Interest and Debt Expense	2,772			2,030			3,313			2,772
Net Income	4,729			8,418			5,786			4,729
Preferred Stock Dividend Requirement	1			10			—			1
Net Income Applicable to Common Stock	$	4,728		$	8,408		$	5,786		$	4,728
Weighted Average Common Shares Outstanding:
Basic	11,884			11,344			11,970			11,884
Diluted	12,083			11,568			12,065			12,083
Earnings Per Common Share:
Basic	$	0.39		$	0.75		$	0.48		$	0.39
Diluted	$	0.39		$	0.73		$	0.48		$	0.39
Dividends Per Common Share	$	0.3125		$	0.2975

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

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands, except per share amounts)


	2018			2017			2019			2018
Operating Revenues	$	54,757		$	50,365		$	56,910		$	54,757
Operating Expenses
Operation and Maintenance	25,740			22,419			25,725			25,740
Depreciation	9,065			7,676			9,712			9,065
Income Tax Expense (Benefit)	620			(814		)
Income Tax Expense							511			620
Taxes Other Than Income Taxes	5,475			5,082			5,943			5,475
Total Operating Expenses	40,900			34,363			41,891			40,900
Net Operating Revenues	13,857			16,002			15,019			13,857
Other Utility Income, Net of Taxes	515			355			482			515
Total Utility Operating Income	14,372			16,357			15,501			14,372
Other (Deductions) Income, Net of Taxes
Gain on Real Estate Transactions	—			33			23			—
Non-Water Sales Earnings	828			590			890			828
Allowance for Funds Used During Construction	158			567			359			158
Merger and Acquisition Costs	(5,652		)	(255		)	(3,096		)	(5,652		)
Other	(818		)	(941		)	866			(818		)
Total Other (Loss) Income, Net of Taxes	(5,484		)	(6		)
Total Other Loss, Net of Taxes							(958		)	(5,484		)
Interest and Debt Expense
Interest on Long-Term Debt	5,168			4,167			5,274			5,168
Other Interest Expense (Income), Net	116			(371		)	1,112			116
Amortization of Debt Expense and Premium, Net	102			69			133			102
Total Interest and Debt Expense	5,386			3,865			6,519			5,386
Net Income	3,502			12,486			8,024			3,502
Preferred Stock Dividend Requirement	10			19			—			10
Net Income Applicable to Common Stock	$	3,492		$	12,467		$	8,024		$	3,492
Weighted Average Common Shares Outstanding:
Basic	11,873			11,242			11,966			11,873
Diluted	12,082			11,467			12,062			12,082
Earnings Per Common Share:
Basic	$	0.29		$	1.11		$	0.67		$	0.29
Diluted	$	0.29		$	1.09		$	0.67		$	0.29
Dividends Per Common Share	$	0.6100		$	0.5800

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

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands)


	2018		2017		2019		2018
Net Income	$	4,729	$	8,418	$	5,786	$	4,729
Other Comprehensive Income, net of tax
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax (expense) of $(30) and $(36) in 2018 and 2017	83		57
Unrealized (loss) gain on investments, net of tax (expense) of $(14) and $(18) in 2018 and 2017	36		29
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax expense of $14 and $30 in 2019 and 2018					36		83
Unrealized gain on investments, net of tax expense of $10 and $14 in 2019 and 2018					29		36
Other Comprehensive Income, net of tax	119		86		65		119
Comprehensive Income	$	4,848	$	8,504	$	5,851	$	4,848

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands)


	2018		2017		2019		2018
Net Income	$	3,502	$	12,486	$	8,024	$	3,502
Other Comprehensive Income, net of tax
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax (expense) of $(43) and $(61) in 2018 and 2017	117		96
Unrealized (loss) gain on investments, net of tax (expense) of $(4) and $(59) in 2018 and 2017	10		93
Reclassification to Pension and Post-Retirement Benefits Other than Pension, net of tax expense of $27 and $43 in 2019 and 2018					73		117
Unrealized gain on investments, net of tax expense of $74 and $4 in 2019 and 2018					202		10
Other Comprehensive Income, net of tax	127		189		275		127
Comprehensive Income	$	3,629	$	12,675	$	8,299	$	3,629

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

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

For the Three Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands, except per share amounts)


	2018			2017		2019		2018
Balance at Beginning of Period	$	97,586		$	92,007	$	102,658	$	97,586
Net Income	4,729			8,418		5,786		4,729
	102,315			100,425		108,444		102,315
Premium on Redemption of Preferred Stock	(15		)	—		—		(15		)
Dividends Declared:
Cumulative Preferred, Class A, $0.20 per share	1			3
Cumulative Preferred, Series $0.90, $0.225 per share	—			7
Common Stock - 2018 $0.3125 per share; 2017 $0.2975 per share	3,776			3,440
Cumulative Preferred, Class A, $0.20 per share in 2018						—		1
Common Stock - 2019 $0.3275 per share; 2018 $0.3125 per share						3,951		3,776
	3,777			3,450		3,951		3,777
Balance at End of Period	$	98,523		$	96,975	$	104,493	$	98,523

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands, except per share amounts)


	2018			2017		2019		2018
Balance at Beginning of Period	$	102,417		$	91,213	$	104,188	$	102,417
Net Income	3,502			12,486		8,024		3,502
	105,919			103,699		112,212		105,919
Premium on Redemption of Preferred Stock	(15		)	—		—		(15		)
Dividends Declared:
Cumulative Preferred, Class A, $0.40 per share	4			6
Cumulative Preferred, Series $0.90, $0.45 per share	6			13
Common Stock - 2018 $0.61 per share; 2017 $0.5800 per share	7,371			6,705
Cumulative Preferred, Class A, $0.40 per share in 2018						—		4
Cumulative Preferred, Series $0.90, $0.45 per share in 2018						—		6
Common Stock - 2019 $0.64 per share; 2018 $0.61 per share						7,719		7,371
	7,381			6,724		7,719		7,381
Balance at End of Period	$	98,523		$	96,975	$	104,493	$	98,523

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

CONNECTICUT WATER SERVICE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, ~~2018~~2019 and ~~2017~~2018

(Unaudited)

(In thousands)


	2018			2017			2019			2018
Operating Activities:
Net Income	$	3,502		$	12,486
Adjustments to Reconcile Net Income to Net Cash and Cash Equivalents Provided by
Net Income (Loss)							$	8,024		$	3,502
Adjustments to Reconcile Net Income (Loss) to Net Cash and Cash Equivalents Provided by
Operating Activities:
Deferred Revenues	(3,435		)	(3,421		)	(4,263		)	(3,435		)
Provision for Deferred Income Taxes and Investment Tax Credits, Net	1,284			(617		)	1,037			1,284
Allowance for Funds Used During Construction	(158		)	(566		)	(359		)	(158		)
Depreciation and Amortization (including $702 and $351 in 2018 and 2017, respectively, charged to other accounts)	9,767			8,027
Depreciation and Amortization (including $506 and $702 in 2019 and 2018, respectively, charged to other accounts)							10,218			9,767
Gain on Real Estate Transactions	—			(33		)	(23		)	—
Change in Assets and Liabilities:
Increase (Decrease) in Accounts Receivable and Accrued Unbilled Revenues	452			(488		)
(Increase) Decrease in Accounts Receivable and Accrued Unbilled Revenues							(508		)	452
Increase in Prepaid Income Taxes and Prepayments and Other Current Assets	(2,531		)	(1,070		)	(1,589		)	(2,531		)
Increase in Other Non-Current Items	4,590			2,369
Decrease in Accounts Payable, Accrued Expenses and Other Current Liabilities	(445		)	(2,027		)
Decrease in Other Non-Current Items							2,059			4,590
Increase (Decrease) in Accounts Payable, Accrued Expenses and Other Current Liabilities							1,234			(445		)
Total Adjustments	9,524			2,174			7,806			9,524
Net Cash and Cash Equivalents Provided by Operating Activities	13,026			14,660			15,830			13,026
Investing Activities:
Net Additions to Utility Plant	(20,858		)	(24,438		)	(30,024		)	(20,858		)
Proceeds from the Sale of Land	—			212
Cash Acquired in Business Combinations	—			1,336
Net Cash and Cash Equivalents Used in Investing Activities	(20,858		)	(22,890		)	(30,024		)	(20,858		)
Financing Activities:
Net Proceeds from Interim Bank Loans	42,891			43,632			74,632			42,891
Net Repayment of Interim Bank Loans	(19,281		)	(32,953		)	(54,249		)	(19,281		)
Redemption of Preferred Stock	(787		)	—			—			(787		)
Purchase of Treasury Stock	(3,525		)	—			—			(3,525		)
Proceeds from the Issuance of Long-Term Debt	—			5,000			1,686			—
Costs to Issue Long-Term Debt and Common Stock	—			(2		)	(17		)	—
Proceeds from Issuance of Common Stock	722			692			571			722
Repayment of Long-Term Debt Including Current Portion	(3,903		)	(1,104		)	(1,733		)	(3,903		)
Advances from Others for Construction	(654		)	819			1,549			(654		)
Cash Dividends Paid	(7,381		)	(6,724		)	(7,719		)	(7,381		)
Net Cash and Cash Equivalents Provided by Financing Activities	8,082			9,360			14,720			8,082
Net Increase in Cash and Cash Equivalents	250			1,130			526			250
Cash and Cash Equivalents at Beginning of Period	3,618			1,564
Cash and Cash Equivalents at End of Period	$	3,868		$	2,694
Cash and Cash Equivalents and Restricted Cash at Beginning of Period							2,856			3,618
Cash and Cash Equivalents and Restricted Cash at End of Period							$	3,382		$	3,868
Non-Cash Investing and Financing Activities:
Stock-for-stock acquisition of The Heritage Village Water Company	$	—		$	16,903
Non-Cash Contributed Utility Plant	$	852		$	2,278		$	1,182		$	852
Supplemental Disclosures of Cash Flow Information:
Cash Paid for:
Interest	$	5,350		$	3,825		$	6,486		$	5,350
State and Federal Income Taxes	$	320		$	362		$	300		$	320

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.	Basis of Preparation of Financials

The condensed consolidated financial statements included herein have been prepared by Connecticut Water Service, Inc. (“CTWS” or the “Company”) and its wholly-owned subsidiaries, pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments that are of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the results for interim periods. Certain information and footnote disclosures have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The Company’s primary operating subsidiaries are: The Connecticut Water Company (“Connecticut Water”), The Heritage Village Water Company (“HVWC”) and The Avon Water Company (“Avon Water”) in the State of Connecticut and The Maine Water Company (“Maine Water”) in the State of ~~Maine.~~Maine (together, the “Regulated Companies”). The Condensed Consolidated Balance Sheet at December 31, ~~2017~~2018 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018 (the “10-K”) and as updated in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, ~~2018.~~2019.

The results for interim periods are not necessarily indicative of results to be expected for the year since the consolidated earnings are subject to seasonal factors. Effective February 27, 2017 and July 1, 2017, the Company acquired HVWC and Avon Water, respectively, discussed further in Note 12 below. As a result, the Company’s Condensed Consolidated Statements of Net Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements of Retained Earnings and Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2017 do not include Avon Water, however, they do include the approximate four months of activity related to HVWC after its acquisition on February 27, 2017. The Condensed Consolidated Statements of Net Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Statements Retained Earnings and the Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2018 include HVWC’s and Avon Water’s results. HVWC’s and Avon Water’s assets and liabilities are included in the Condensed Consolidated Balance Sheet as of June 30, 2018 and December 31, 2017.

As noted in Note 12 below, HVWC serves approximately 4,700 water customers in the Towns of Southbury, Middlebury, and Oxford, Connecticut and approximately 3,000 wastewater customers in the Town of Southbury, Connecticut. The results of the wastewater line of business are included in the Company’s Water Operations segment. Additionally, as noted in Note 12, Avon Water serves approximately 4,800 water customers in the Towns of Avon, Farmington, and Simsbury, Connecticut.

Proposed Merger with SJW Group

On August 5, 2018, the Company entered into a Second Amended and Restated Agreement and Plan of Merger (the “Revised Merger Agreement”) with SJW Group, a Delaware corporation (“SJW”), and Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the ~~Merger~~merger as a wholly owned subsidiary of SJW (the “Merger”). Subject to the terms and conditions of the Revised Merger Agreement, at the effective time of the Merger, each outstanding share of our common stock (other than certain cancelled shares) will be automatically converted into the right to receive an amount in cash equal to $70.00 per share, payable without interest. The Revised Merger Agreement amends and restates in its entirety the Amended and Restated Agreement and Plan of Merger (the “First Amended and Restated Merger Agreement”), dated as of May 30, 2018, by and among the Company, SJW and Merger Sub, which amended and restated in its entirety the Agreement and Plan of Merger (the “Original Merger Agreement”), dated as of March 14, 2018, by and among the Company, SJW and Merger Sub.

The Board of Directors approved, adopted and declared advisable ~~and resolved to recommend to the Company’s shareholders the approval of~~ the Revised Merger Agreement and the Merger and recommended that the Company’s shareholders approve the Revised Merger Agreement following a comprehensive review of the transaction.

The Revised Merger Agreement was approved by the Company’s shareholders on November 16, 2018. The Merger is subject to certain customary closing conditions, including, among other things, approval of the Revised Merger Agreement by the Company’s shareholders (which was received on November 16, 2018) and regulatory approvals (including the approval of the Connecticut Public Utilities Regulatory Authority (“PURA”) and the Maine Public Utilities Commission (“MPUC”) ~~and pre-approvals of any license transfers from the Federal Communications Commission)~~). The required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), was terminated early on April 27, 2018, and the early termination expired on April 27, 2019. The Company and SJW re-filed the necessary notifications under the HSR Act on April 4, 2019, and the required waiting period was terminated early on April 15, 2019. On October 15, 2018, the Federal Communications Commission (“FCC”) consented to the joint application for transfer of control filed by the Company and SJW on October 4, 2018 and amended on October 12, 2018. On April 19, 2019, the FCC granted the Company and SJW’s request to extend the transfer of control deadline to October 20, 2019. No further clearance from the FCC is required.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

application with MPUC on May 3, 2019. PURA must make a ruling on the merger within 120 days after the filing of an application, unless the Company and SJW agree to an extension of the 120-day timeframe. On July 10, 2019, the Company and SJW agreed to PURA’s request to extend the statutory deadline from August 28, 2019 to September 4, 2019. MPUC must make a ruling on the merger within 60 days after the filing of an application, unless it determines that the necessary investigation cannot be concluded within 60 days, in which event it can extend the review period for up to an additional 120 days. On June 24, 2019, MPUC extended the review period to October 29, 2019.

On July 20, 2018, the California Public Utilities Commission (“CPUC”) formally issued an Order Instituting Investigation ~~(“Order”~~(the “Order”) providing that ~~the~~ CPUC will investigate whether the Merger is subject to CPUC approval and the Merger’s anticipated impacts within California. ~~The~~CPUC held a public participation hearing on January 31, 2019 in connection with the Order. By a letter dated February 21, 2019, SJW informed CPUC that it would file a new application with PURA in connection with the Merger. On March 4, 2019, CPUC suspended the Order ~~states~~pending a final decision by PURA. On April 19, 2019, the City of San José submitted a request to CPUC that ~~the CPUC plans to substantially complete~~it resume its investigation ~~in a manner sufficiently timely to allow the Merger to go forward by the end of 2018, if appropriate.~~

~~The Company and SJW expect the closing~~ of the Merger, ~~to occur during the first quarter of 2019.~~which request is still pending.

Regulatory Matters

The rates we charge our water and waste water customers in Connecticut and Maine are established under the jurisdiction of and are approved by PURA and the MPUC, respectively. It is our policy to seek rate relief as necessary to enable us to achieve an adequate rate of return. The Regulated Companies’ allowed returns on equity and allowed returns on rate base are as follows:


As of June 30, 2018	Allowed Return on Equity		Allowed Return on Rate Base
As of June 30, 2019					Allowed Return on Equity		Allowed Return on Rate Base
Connecticut Water	9.75	%	7.32	%	9.75	%	7.32	%
HVWC (blended water and wastewater rates)	10.10	%	7.19	%	10.10	%	7.19	%
Avon Water	10.00	%	7.79	%	10.00	%	7.79	%
Maine Water	9.50	%	7.96	%	9.50	%	7.96	%

The PURA establishes rates in Connecticut on a company-wide basis while the MPUC approves Maine Water’s rates on a division-by-division basis. Each of Connecticut Water, HVWC, Avon Water and Maine Water are allowed, subject to regulatory approval, to add surcharges to customers’ bills in order to recover certain costs associated with approved capital projects in between full rate cases, as well as approved surcharges for Water Revenue Adjustments, in Connecticut, as discussed in more detail below. HVWC has not added surcharges to customers’ bills in order to recover certain approved capital projects as of June 30, ~~2018,~~2019, however, HVWC, as ordered by PURA, began to utilize Water Revenue Adjustments for water and wastewater as of March 31, 2017.

On January 3, 2018, PURA ~~filed a motion to reopen~~reopened the most recent rate case decisions for the Company’s Connecticut Regulated Companies to determine what, if any, adjustments to rates are appropriate to account for revisions to tax laws, including corporate tax rates, contained in the Federal Tax Cuts and Jobs Act (“Tax Act”). On January 23, 2019, PURA ~~held~~issued a ~~hearing on July 30, 2018~~decision that determined the appropriate accounting and rate treatments for the reduction in the Federal Corporate Income Tax rate from 35 to 21 percent. The reduction in the Federal Corporate Income Tax impacts two specific areas of corporate income tax that the regulated water ~~companies.~~utilities must account for: a) the income tax expense included in rates charged to customers; and b), the Excess Accumulated Deferred Income Tax (“EADIT”) liability accrued on the regulated utilities books.

PURA has directed regulated water companies who have not received updated rates after the passing of the Tax Act, including Avon and HVWC, to create a regulatory liability as of January 1, 2018 to account for the reduced Federal Corporate Income Tax expense and defer treatment until the companies file their next general rate cases, at which point the companies will propose a method to return the regulatory liability to customers. During the year ended December 31, 2018, Avon Water and HVWC recorded regulatory liabilities in the amounts of $154,000 and $89,000, respectively. Avon Water and HVWC will continue to record additional liabilities each month until their next rate cases. For the six months ended June 30, 2019, Avon Water and HVWC recorded an additional $74,000 and $42,000, respectively, to the regulatory liabilities. Additionally, PURA directed Avon Water and HVWC, to establish a liability account for the EADIT from January 1, 2018, going forward, which will also be returned to customers commencing with the their next rate cases. As discussed below, Connecticut Water has entered into a settlement agreement with the Connecticut Office of Consumer Counsel (“OCC”) ~~that~~, which was approved by PURA, which covers treatment of the Tax Act.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On January 11, 2018, the MPUC issued a notice of investigation to determine the impact of the Tax Act on Maine Water. The investigation ~~will allow~~allowed the MPUC to determine ~~the specific impact of~~what, if any, adjustments to rates would be appropriate to account for revisions to tax laws, including corporate tax rates contained in the Tax ~~Act and whether any rate adjustments are warranted. Following discovery, technical conferences were held on April 19, 2018 and July 17, 2018. The current schedule~~Act. On March 15, 2019, the MPUC issued an Order concluding the investigation, directing Maine Water to create regulatory liabilities in five of their ten operating divisions, collectively totaling $157,587 for the ~~investigation anticipates a report by~~year ended December 31, 2018. During the ~~Hearing Examiner on August 13, 2018. In addition to determining the impact of the Tax Act on the justness and reasonableness of~~year ended December 31, 2018, Maine ~~Water’s rates, the MPUC will consider whether to issue an accounting order to establish~~Water recorded a regulatory liability ~~which defers for future flow-through to ratepayers~~in the ~~impact~~amount of $167,000 in anticipation of the ~~tax changes.~~Order, inclusive of carrying costs. Maine Water will continue to record additional liabilities each month until the company’s next rate case in each division. For the six months ended June 30, 2019, Maine Water recorded an additional $90,000 to the regulatory liabilities. Further, the Order directs Maine Water to file general rate cases in the same five divisions on or before March 1, 2022.

Maine Water Land Sale

On March 11, 2016, Maine Water entered into a purchase and sale agreement with the Coastal Mountains Land Trust, a Maine nonprofit corporation (the “Land Trust”) pursuant to which Maine Water agreed to sell two conservation easements to the Land Trust on approximately ~~1,300~~1,400 acres of land located in the towns of Rockport, Camden and Hope, in Knox County, Maine valued in the aggregate at $3.1 million. The land ~~had~~has a book value of approximately ~~$600,000 at June 30, 2018 and December 31, 2017~~$270,000 and is included in ~~“Utility Plant”~~“Other Property and Investments” on the Company’s Consolidated Balance ~~Sheets.~~Sheets as of June 30, 2019 and December 31, 2018. The easements and purchase prices are as follows:

1.Ragged Mountain Mirror Lake Conservation Easement: $1,875,000; and

2.Grassy Pond ~~conservation~~Conservation Easement: $600,000.

~~Table~~The first transaction regarding Mirror Lake was completed on September 27, 2018. As a result of ~~Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~On June 25, 2018, an amendment~~the transaction, Maine Water has recognized $435,000 in net income in the period and has recorded a regulatory liability of $435,000 that is being refunded to customers over a one-year period, beginning January, 2019. In addition to the ~~agreement was made to extend closing~~net income recorded as a result of the ~~first~~ transaction, the Company recorded a $100,000 deferred income tax benefit due to ~~September 30, 2018, from June 30, 2018. This is also expected~~the timing difference related to ~~extend~~ the ~~second closing into 2020.~~cash refund to customers. The total net income benefit recorded by the Company for this transaction was $535,000 presented as $625,000 in gain on real estate transactions offset by $90,000 of donation deduction in the Other line item. Maine Water ~~will make~~also made a $250,000 contribution to the Land Trust ~~upon completion of~~at the ~~closing of the first easement sale.~~closing.

The second transaction regarding Grassy Pond is scheduled to close on or before December 31, 2019. The second transaction is structured such that Maine Water ~~also~~will sell a conservation easement valued at $1,200,000 for $600,000. Accordingly, Maine Water expects to claim a $600,000 charitable deduction ~~for~~on the ~~$600,000 in excess~~bargain sale. Similar to the first transaction, net proceeds from the second transaction will be shared equally between the customers of the ~~fair market value of the second easement over the $600,000 sale price.~~Camden Rockland division and Maine Water.

Connecticut Rates

Connecticut Water’s Water Infrastructure Conservation Adjustment (“WICA”) was a 0.40% surcredit and a 9.98% ~~and 8.25%~~surcharge at June 30, 2019 and 2018, respectively. Connecticut Water’s WICA was reset to zero during 2018 as a result of a rate ruling on the Company’s limited reopener and ~~2017, respectively.~~settlement agreement issued by PURA, as discussed below. As of June 30, 2019 and 2018, Avon Water’s WICA surcharge was 9.29% and 7.51%., respectively. As of June 30, ~~2018,~~2019, HVWC has not filed for a WICA surcharge. Connecticut Water filed a WICA application for an additional 1.09% for a net surcharge of 0.69%. If approved, the surcharge will become effective as of July 1, 2019.

On February 6, 2018, Connecticut Water filed a petition with PURA to reopen Connecticut Water’s 2010 rate case proceeding (previously reopened in 2013) for the limited purpose of approving a Settlement Agreement entered into by Connecticut Water and the OCC (the “Agreement”). The Agreement proposes a change in Connecticut Water’s customer rates effective for bills rendered on and after April 1, 2018 made up of the following two components: (1) the revenue requirements associated with a $36.3 million addition to rate base to reflect necessary upgrades to Connecticut Water’s Rockville Water Treatment Plant; and (2) the folding in to base rates of the Company’s present WICA surcharges. In addition, the Agreement provides that:


1.	1.Upon implementation of new rates under the Agreement, until such time as new rates are adopted in a general rate case, through a temporary modification of the earnings sharing mechanism, Connecticut Water customers will receive one hundred percent of any earnings in excess of levels allowed by law rather than limiting such customer credits to 50% as contemplated by applicable law;


2.	~~Connecticut Water agrees it will not file for a general increase of Connecticut Water’s base rates to be effective before January 1, 2020;~~


3.	~~The pending proceeding initiated by PURA in Docket No. 09-12-11RE03, Application of The Connecticut Water Company for Amended Rates – Federal Tax Cuts and Jobs Act shall be closed; and~~


4.	Connecticut Water shall continue to make investments in infrastructure replacement consistent with its approved WICA plan. Connecticut Water shall be allowed to continue to pursue recovery of eligible projects through WICA.

The Agreement provides that, if PURA does not fully approve the Agreement in its entirety, it shall be deemed withdrawn. Accordingly, the Agreement has no operative effect unless and until it is approved by PURA. No assurance can be given that PURA will approve the Agreement and permit some or all of the terms contained in the Agreement requested by the parties. PURA has agreed to the request to reopen the rate proceeding. PURA issued a Proposed Final Decision on July 6, 2018 that rejected the Settlement Agreement, due to the proposed treatment of income tax expense resulting from the Tax Act. The Company and the Office of Consumer Council each filed written exceptions to the draft decision and a hearing was held on a revised settlement agreement submitted from both parties that would include an adjustment to reflect the impacts of the Tax Act but at a lower dollar amount than recommended in the PURA draft decision. A final decision is anticipated from PURA in August with implementation of new rates under the Agreement, until such time as new rates are adopted in a general rate case, through a temporary modification of the earnings sharing mechanism, Connecticut Water customers will receive one hundred percent of any earnings in excess of levels allowed by law rather than limiting such customer credits to ~~immediately follow.~~50% as contemplated by applicable law;

2.Connecticut Water agrees it will not file for a general increase of Connecticut Water’s base rates unless those rates are to be effective on or after January 1, 2020;

3.The pending proceeding initiated by PURA in Docket No. 09-12-11RE03, Application of The Connecticut Water Company for Amended Rates – Federal Tax Cuts and Jobs Act shall be closed; and

4.Connecticut Water shall continue to make investments in infrastructure replacement consistent with its approved WICA plan. Connecticut Water shall be allowed to continue to pursue recovery of eligible projects through WICA.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On August 15, 2018, PURA issued a final decision that accepted the conditions of a revised settlement agreement. The primary facets of the revised settlement agreement were the revenue requirements associated with the Rockville Water Treatment Plant, discussed above, and the folding of previously approved WICA surcharges into base rates, which reset Connecticut Water’s WICA to zero and resolution of the Company’s obligations related to the Tax Act. New rates were effective as of April 1, 2018.

Since 2013, Connecticut law has authorized a Water Revenue Adjustment (“WRA”) to reconcile actual water revenues with the revenues projected in the last general rate case and allows companies to adjust rates as necessary to recover the revenues approved by PURA in the last general rate case. The WRA removes the financial disincentive for water utilities to develop and implement effective water conservation programs. The WRA allows water companies to defer on the balance sheet, as a regulatory asset or liability, for later collection from or crediting to customers the amount by which actual revenues deviate from the revenues allowed in the most recent general rate proceedings, including WICA proceedings. Additionally, projects eligible for WICA surcharges were expanded to include energy conservation projects, improvements required to comply with streamflow regulations, and improvements to certain acquired systems.

Connecticut Water’s and HVWC’s allowed revenues for the six months ended June 30, ~~2018,~~2019, as approved by PURA during each company’s most recent general rate case and including subsequently approved WICA surcharges, are approximately ~~$38.7~~$43.8 million. Through normal billing for the six months ended June 30, ~~2018,~~2019, revenue for Connecticut Water and HVWC would have been approximately ~~$35.2~~$39.4 million had the WRA not been implemented. As a result of the implementation of the WRA, Connecticut Water and HVWC recorded ~~$3.5~~$4.4 million in additional revenue for the six months ended June 30, ~~2018. Avon~~2019. For the same period in 2018, the Connecticut Water ~~does not currently use the~~and HVWC recognized $3.5 million in WRA ~~mechanism.~~revenues. Avon Water does not currently have PURA approval to apply the WRA surcharge to ~~their~~its customers’ ~~bills.~~bills and, therefore, does not currently use the WRA mechanism.

Maine Rates

In Maine, the overall, cumulative Water Infrastructure Charge (“WISC”) for all divisions was 5.7% and 6.8% ~~and 5.7%~~as a percentage of total revenues as of June 30, 2019 and 2018, ~~and 2017,~~ respectively. ~~The WISC rates for the Biddeford and Saco division were reset to zero with the approval of the general rate increase discussed below.~~

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

On June 29, 2017, Maine Water filed for a rate increase in its Biddeford and Saco division. The rate request was for an approximate $1.6 million, or 25.1%, increase in revenues. The rate request is designed to recover higher operating expenses, depreciation and property taxes since Biddeford and Saco’s last rate increase in 2015. Maine Water and the Maine Office of the Public Advocate reached an agreement that increases annual revenue by $1.56 million. The agreement was approved by the MPUC on December 5, 2017, with new rates effective December 1, 2017.

A water revenue adjustment mechanism law in Maine became available to regulated water utilities in Maine on October 15, 2015. Maine Water is currently precluded from seeking new rates in the Biddeford and Saco division due to provisions in the settlement agreement with the MPUC. ~~As the stay-out periods for other~~Maine’s rate-adjustment mechanism could provide revenue stabilization in divisions ~~expire,~~with declining water consumption and Maine Water expects to request usage of this mechanism ~~as Maine Water file~~in future rate ~~cases for those divisions.~~filings when consumption trends support its use.


2.	Pension and Other Post-Retirement Benefits

The following tables set forth the components of pension and other post-retirement benefit costs for the three ~~and six~~ months ended June 30, ~~2018~~2019 and ~~2017~~2018.

Pension Benefits

Components of Net Periodic Cost (in thousands):



	Three Months						Six Months
Period ended June 30,	2019			2018			2019			2018
Service Cost	$	412		$	451		$	863		$	975
Interest Cost	857			777			1,711			1,555
Expected Return on Plan Assets	(1,223		)	(1,162		)	(2,443		)	(2,331		)
Amortization of:
Prior Service Cost	4			4			8			8
Net Recognized Loss	395			629			788			1,299
Net Periodic Benefit Cost	$	445		$	699		$	927		$	1,506

Three Months Six Months
Period ended June 30, 2018 2017 2018 2017
Service Cost $ 451
$ 450
$ 975
$ 964
Interest Cost 777
806
1,555
1,600
Expected Return on Plan Assets (1,162 ) (1,044 ) (2,331 ) (2,145 )
Amortization of:

Prior Service Cost 4
4
8
8
Net Recognized Loss 629
486
1,299
1,031
Net Periodic Benefit Cost $ 699
$ 702
$ 1,506
$ 1,458

The Company expects to make a total contribution of approximately ~~$3,800,000~~$4,050,000 in ~~2018~~2019 for the ~~2017~~2018 plan year.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Post-Retirement Benefits Other Than Pension (PBOP)

Components of Net Periodic Cost (in thousands):



	Three Months						Six Months
Period ended June 30,	2019			2018			2019			2018
Service Cost	$	53		$	83		$	121		$	166
Interest Cost	85			126			226			251
Expected Return on Plan Assets	(93		)	(94		)	(185		)	(187		)
Amortization of:
Prior Service Credit	—			(1		)	—			(1		)
Recognized Net Gain	(213		)	(5		)	(251		)	(11		)
Net Periodic Benefit (Credit) Cost	$	(168	)	$	109		$	(89	)	$	218

Three Months Six Months
Period ended June 30, 2018 2017 2018 2017
Service Cost $ 83
$ 74
$ 166
$ 167
Interest Cost 126
123
251
256
Expected Return on Plan Assets (94 ) (89 ) (187 ) (177 )
Other —
56
—
112
Amortization of:

Prior Service Credit (1 ) (45 ) (1 ) (90 )
Recognized Net (Gain) (5 ) (31 ) (11 ) (40 )
Net Periodic Benefit Cost $ 109
$ 88
$ 218
$ 228

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~


3.	Earnings per Share and Common Stock

Earnings per weighted average common share are calculated by dividing net income applicable to common stock by the weighted average number of shares of common stock outstanding during the respective periods as detailed below (diluted shares include the effect of stock awards):



Three months ended June 30,	2019		2018
Common Shares Outstanding End of Period	12,068,537		12,044,006
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic	11,969,527		11,883,907
Diluted	12,064,788		12,082,573

Basic Earnings per Share	$	0.48	$	0.39
Dilutive Effect of Stock Awards	—		—
Diluted Earnings per Share	$	0.48	$	0.39

Six months ended June 30,
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic	11,965,678		11,872,995
Diluted	12,062,245		12,081,535

Basic Earnings per Share	$	0.67	$	0.29
Dilutive Effect of Stock Awards	—		—
Diluted Earnings per Share	$	0.67	$	0.29

Three months ended June 30, 2018 2017
Common Shares Outstanding End of Period 12,044,006
11,575,400
Weighted Average Shares Outstanding (Days Outstanding Basis):

Basic 11,883,907
11,343,528
Diluted 12,082,573
11,568,278

Basic Earnings per Share $ 0.39
$ 0.75
Dilutive Effect of Stock Awards —
(0.02 )
Diluted Earnings per Share $ 0.39
$ 0.73

Six months ended June 30,
Weighted Average Shares Outstanding (Days Outstanding Basis):
Basic 11,872,995
11,241,884
Diluted 12,081,535
11,467,141

Basic Earnings per Share $ 0.29
$ 1.11
Dilutive Effect of Stock Awards —
(0.02 )
Diluted Earnings per Share $ 0.29
$ 1.09

Total unrecognized compensation expense for all stock awards was approximately ~~$1.3~~$1.7 million as of June 30, ~~2018~~2019 and will be recognized over a weighted average period of ~~1.3~~1.4 years.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The Company has 25,000,000 authorized shares of common stock, no par value. A summary of the changes in the common stock accounts three and six months ended June 30, 2018 and June 30, 2019, appears below:



(in thousands, except share data)	Shares		Issuance Amount			Expense			Total
Balance, April 1, 2018	12,089,125		$	196,343		$	(4,090	)	$	192,253
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures	(50,401	)	(3,275		)	—			(3,275		)
Dividend Reinvestment Plan	5,282		342			—			342
Balance, June 30, 2018	12,044,006		$	193,410		$	(4,090	)	$	189,320

Balance, April 1, 2019	12,063,252		$	194,989		$	(4,090	)	$	190,899
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures and Redemptions	1,028		101			—			101
Dividend Reinvestment Plan	4,257		292			—			292
Balance, June 30, 2019	12,068,537		$	195,382		$	(4,090	)	$	191,292

Balance, January 1, 2018	12,065,016		$	195,731		$	(4,090	)	$	191,641
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures	(33,416	)	(3,043		)	—			(3,043		)
Dividend Reinvestment Plan	12,406		722			—			722
Balance, June 30, 2018	12,044,006		$	193,410		$	(4,090	)	$	189,320

Balance January 1, 2019	12,054,712		$	194,523		$	(4,090	)	$	190,433
Stock and equivalents issued through Performance Stock Program, Net of Forfeitures and Redemptions	5,432		289			—			289
Dividend Reinvestment Plan	8,393		570			—			570
Balance, June 30, 2019	12,068,537		$	195,382		$	(4,090	)	$	191,292


4.	Recently Adopted and New Accounting Pronouncements

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU No. 2014-09”) which amended its guidance related to revenue recognition. ASU No. 2014-09 requires an entity to recognize revenue as performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that reflects the consideration the entity is entitled to receive for those goods or services. The following steps are applied in the updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the entity satisfies a performance obligation. ASU No. 2014-09 became effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2016, and could be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption, however early adoption is not permitted. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of ASU No. 2014-09, making ASU No. 2014-09 effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company engaged in a project to analyze the impact that adoption of this standard would have on our consolidated financial statements, disclosures, and internal controls. The project included identification of the Company’s revenue streams, creation of an inventory of its contracts with customers, evaluation of a representative sample of these contracts with respect to the new guidance and documentation of any required changes in reporting. The Company derives more than 90% of its revenue from regulated delivery of water and wastewater services to its retail customers, which is considered a contract with customers under ASU 2014-09, excluding revenue recognized as WRA. The majority of the remainder of the Company’s revenue is derived from contract operations and unregulated revenues generated from its ~~Linebacker~~^® program, also considered a contract with customers under ASU 2014-09. The Company determined that revenue generated from the attachment of telecommunications equipment to its facilities through leases with third parties is outside the scope of ASU No. 2014-09. In 2017, the American Institute of Certified Public Accountants (AICPA) power and utility entities revenue recognition task force determined that contributions in aid of construction are not in the scope of ASU No. 2014-09. The Company’s adoption of ASU No. 2014-09 on January 1, 2018 did not result in any change in the measurement and timing of recognition of its revenues. The Company used the modified retrospective approach when implementing ASU No. 2014-09. See Note 5 for more details.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~In February 2016, the FASB issued ASU No.~~ 2016-02, “Leases (Topic 842)”, (“ASU No. 2016-02”), which ~~will require~~required lessees to recognize the following for all leases at the commencement date of a lease: a) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and b) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Public business entities ~~should~~had to apply the amendments in ASU No. 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application iswas permitted for all public business entities and all nonpublic business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) ~~must apply~~applied a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach ~~would~~did not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors ~~may~~could not apply a full retrospective transition approach. ~~The Company is currently assessing~~As required, the impact of this standard on its consolidated financial statements and footnote disclosures, but does not expect that the adoption of this guidance will materially impact our consolidated financial position.

In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU No. 2016-15”). The amendments ASU No. 2016-15 clarify the classification for eight different types of activities, including debt prepayment and extinguishment costs, proceeds from insurance claims and distributions from equity method investees. For public business entities, ASU No. 2016-15 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company’s adoption of this guidance did not materially impact our consolidated financial position or cash flows.

In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," (“ASU 2017-07”) which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for employer sponsored defined benefit pension and other postretirement benefit plans. Under ASU 2017-07, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost will be presented separately from the line item that includes the service cost. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted at the beginning of an annual period in which the financial statements have not been issued. Entities must use a retrospective transition method to adopt the requirement for separate presentation of the income statement service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. As a result of the adoption of ASU 2017-07 in the first quarter of 2018, the Company reclassified $210,000 and $443,000 out of Operation and Maintenance expense and moved it to the “Other” line item in the “Other (Deductions) Income, Net of Taxes” section of the quarter to date and year to date, respectively, June 30, 2017 Condensed Consolidated Statement of Income to conform with the requirements of 2017-07.

In February 2018, the FASB issued ASU 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, (ASU No. 2018-02) to help businesses and other organizations present some effects from the Tax Act’s reduction in the corporate tax rate in their income statements. ASU No. 2018-02 gives the option of reclassifying what are called the “stranded” tax effects within accumulated other comprehensive income to retained earnings during each fiscal year or quarter in which the effect of the lower tax rate is recorded. ASU No. 2018-02 instructs businesses and other organizations to provide a disclosure in their financial statement footnotes that describes the accounting policy they used to release the income tax effects from accumulated other comprehensive income, whether they are reclassifying the stranded income tax effects from the Tax Cut and Jobs Act, and information about the other effects on taxes from the reclassification. ASU 2018-02 is effective for all organizations for fiscal years that begin after December 15, 2018, and the quarterly and other interim periods in those years, with early adoption permissible. The Company adopted ASU No. ~~2018-02 effective December 31, 2017. The adoption of ASU No. 2018-02 resulted~~2016-02 in ~~an approximate $70,000 increase to Retained Earnings at December 31, 2017.~~January 2019 using the modified retrospective approach, see Note 12 for more details.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~


5.	Revenues from Contracts with Customers

Accounting Policy

Our revenues are primarily from tariff-based sales. We provide water and wastewater services to customers under these tariffs without a defined contractual term (at-will). As the revenue from these arrangements is based upon the amount of the water and wastewater services supplied and billed in that period (including estimated billings), there was not a shift in the timing or pattern of revenue recognition for such sales when compared to our revenue recognition prior to the adoption of ASU ~~2014-09.~~No. 2014-09, “Revenue from Contracts with Customers” (“ASU No. 2014-09”). We have also completed the evaluation of our other revenue streams, including those tied to longer term contractual commitments and the Company’s Linebacker program.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Customers are primarily billed quarterly on a cycle basis. To match revenues with associated expenses, we accrue unbilled revenues for water and wastewater services delivered to customers, but not yet billed at month end, creating a contract asset.

Nature of Goods and Services

Water Operations - We currently provide retail water and wastewater services to five primary customer classes. Our largest customer class consists of residential customers, which include single private dwellings and individual apartments. Our commercial class consists primarily of main street businesses, our industrial class consists primarily of manufacturing and processing businesses that turn raw materials into products, our public authority class represents services provided primarily to municipality or other government customers, and, finally, our fire protection class consists of services related to fire suppression systems and fire hydrants. Connecticut Water’s management has determined that tariff-based receipts; except for the WRA and other deferred revenue mechanisms, which are considered alternative revenue programs; are considered revenues from contracts with customers.

The Company has performance obligations for the service of standing ready to deliver water to customers. The Company recognizes revenue at a fixed rate as it provides these services, as approved by regulators. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by PURA and the MPUC through the rate-making process and represent the stand-alone selling price of Company’s service to stand ready to deliver.

The Company has performance obligations for the service of delivering the commodity of water to customers. The Company recognizes revenue at a price per unit of water delivered (gallons, cubic feet, etc.), based on the tariffs established by our regulators. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by PURA and the MPUC through the rate-making process and represent the stand-alone selling price of a bundled product comprising the commodity and the service of delivering such commodity.

The Company has a performance obligation related to administrative services such as turn-on/turn-off services, assessment of late charges, etc. The Company views that these services are not distinct in the context of the contract because they are highly interdependent for the effective delivery of water service provided to consumers.

Based on the above discussion, the Company believes that the Goods and Services provided under customer contracts constitute a single performance obligation. The Company believes that this performance obligation is satisfied over time.

Services and Rentals - We provide contracted services to water utilities and other clients and also lease certain of our properties to third parties. The types of services provided include contract operations of water; Linebacker, our service line protection plan for public drinking water customers; and providing bulk deliveries of emergency drinking water to businesses and residences via tanker truck. Our lease and rental income comes primarily from the renting of residential and commercial property. The goods and services provided by Linebacker have been determined to be based on the stand ready nature of the Company to provide the goods and services and, therefore, customers simultaneously receive and consume the benefits provided by the Company. The other revenue streams in the Services and Rentals segment, including contracted services to water utilities and other clients, have performance obligations that are satisfied at a point in time, and likewise will not have a shift in the timing or pattern of revenue recognition.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Disaggregation of Revenue

The following table disaggregates our revenue by major source and customer class (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Water Operations
Residential	$	16,127	$	15,755	$	30,810	$	30,164
Commercial	3,337		3,301		6,376		6,231
Industrial	761		736		1,479		1,455
Public Authority	941		761		1,770		1,508
Fire Protection	5,322		5,134		10,665		10,306
Other (including non-metered accounts)	784		886		1,547		1,760
Water Operations Revenues from Contracts with Customers	27,272		26,573		52,647		51,424
Alternative Revenue Program	3,392		3,331		4,263		3,333
Other	382		363		718		736
Total Revenue from Water Operations	31,046		30,267		57,628		55,493
Services and Rentals
Contract Operations	593		578		1,170		1,147
Linebacker	650		635		1,301		1,253
Services and Rentals Revenues from Contracts with Customers	1,243		1,213		2,471		2,400
Other	17		64		64		82
Total Revenue from Services and Rentals	1,260		1,277		2,535		2,482
Total Revenue from Real Estate Transactions	—		—		—		—

Total Revenues from Contracts with Customers	28,515		27,786		55,118		53,824

Total Revenue	$	32,306	$	31,544	$	60,163	$	57,975

Three Months Ended Six Months Ended
June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Water Operations
Residential $ 15,755
$ 14,664
$ 30,164
$ 27,460
Commercial 3,301
2,916
6,231
5,514
Industrial 736
799
1,455
1,440
Public Authority 761
914
1,508
1,593
Fire Protection 5,134
4,815
10,306
9,556
Other (including non-metered accounts) 886
873
1,760
1,369
Water Operations Revenues from Contracts with Customers 26,573
24,981
51,424
46,932
Alternative Revenue Program 3,331
2,921
3,333
3,433
Other 363
318
736
641
Total Revenue from Water Operations 30,267
28,220
55,493
51,006
Services and Rentals
Contract Operations 578
635
1,147
1,205
Linebacker 635
624
1,253
1,243
Service and Rentals Revenues from Contracts with Customers 1,213
1,259
2,400
2,448
Other 64
20
82
41
Total Revenue from Services and Rentals 1,277
1,279
2,482
2,489
Total Revenue from Real Estate Transactions —
—
—
212

Total Revenues from Contracts with Customers 27,786
26,240
53,824
49,380

Total Revenue $ 31,544
$ 29,499
$ 57,975
$ 53,707

The following table ~~show~~shows the components of Accounts Receivable and Accrued Unbilled Revenues related to revenues from contracts with customers:



	June 30, 2019		December 31, 2018
Accounts Receivable
Water Operations Segment	$	12,445	$	11,890
Services and Rentals Segment	177		238
Accounts Receivable from Contracts with Customers	12,622		12,128
Other accounts receivable	1,257		2,041
Total Accounts Receivable	$	13,879	$	14,169

Accrued Unbilled Revenues from Contracts with Customers	$	10,810	$	10,011

June 30, 2018 December 31, 2017
Accounts Receivable
Water Operations Segment $ 12,003
$ 12,885
Services and Rentals Segment 81
107
Accounts Receivable from Contracts with Customers 12,084
12,992
Other accounts receivable 1,178
1,973
Total Accounts Receivable $ 13,262
$ 14,965

Accrued Unbilled Revenues from Contracts with Customers $ 9,732
$ 8,481

Accounts Receivable and Accrued Unbilled Revenues: Accounts receivable are comprised of trade receivables primarily from our regulated water customers. The Company records their accounts receivable at cost, which approximates fair value. Additionally, the Company establishes an allowance for uncollectible accounts based on historical losses, management’s assessment of existing economic conditions, customer payment trends, and other factors. The Company assesses late payment

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

fees on trade receivables based on contractual past-due terms established with customers and approved by PURA or the MPUC. The provision for bad debts is charged to operating expense.

The Company’s customers are primarily billed quarterly in cycles having billing dates that do not generally coincide with the end of a fiscal quarter. This results in customers having received water or waste water services that they have not been billed for as of a given period’s end. The Company estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class.


6.	Accumulated Other Comprehensive Income

The changes in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component, net of tax, for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 are as follows (in thousands):


Three months ended June 30, 2019										Unrealized Gains on Investments			Defined Benefit Items			Total
Beginning Balance (a)										$	431		$	(706	)	$	(275	)
Other Comprehensive Income (Loss) Before Reclassification										4			(2		)	2
Amounts Reclassified from AOCI										25			38			63
Net current-period Other Comprehensive Income										29			36			65
Ending Balance										$	460		$	(670	)	$	(210	)

Three months ended June 30, 2018	Unrealized Gains on Investments			Defined Benefit Items			Total			Unrealized Gains on Investments			Defined Benefit Items			Total
Beginning Balance (a)	$	416		$	(836	)	$	(420	)	$	416		$	(836	)	$	(420	)
Other Comprehensive Loss Before Reclassification	43			—			43
Other Comprehensive Income Before Reclassification										43			—			43
Amounts Reclassified from AOCI	(7		)	83			76			(7		)	83			76
Net current-period Other Comprehensive (Loss) Income	36			83			119
Net current-period Other Comprehensive Income										36			83			119
Ending Balance	$	452		$	(753	)	$	(301	)	$	452		$	(753	)	$	(301	)

Three months ended June 30, 2017	Unrealized Gains on Investments			Defined Benefit Items			Total
Six months ended June 30, 2019										Unrealized Gains on Investments			Defined Benefit Items			Total
Beginning Balance (a)	$	299		$	(1,120	)	$	(821	)	$	258		$	(743	)	$	(485	)
Other Comprehensive Income Before Reclassification	21			—			21
Other Comprehensive Income (Loss) Before Reclassification										177			(2		)	175
Amounts Reclassified from AOCI	8			57			65			25			75			100
Net current-period Other Comprehensive Income	29			57			86			202			73			275
Ending Balance	$	328		$	(1,063	)	$	(735	)	$	460		$	(670	)	$	(210	)

Six months ended June 30, 2018	Unrealized Gains on Investments			Defined Benefit Items			Total			Unrealized Gains on Investments			Defined Benefit Items			Total
Beginning Balance (a)	$	442		$	(870	)	$	(428	)	$	442		$	(870	)	$	(428	)
Other Comprehensive Income Before Reclassification	—			—			—			—			—			—
Amounts Reclassified from AOCI	10			117			127			10			117			127
Net current-period Other Comprehensive Income	10			117			127			10			117			127
Ending Balance	$	452		$	(753	)	$	(301	)	$	452		$	(753	)	$	(301	)

Six months ended June 30, 2017	Unrealized Gains on Investments			Defined Benefit Items			Total
Beginning Balance (a)	$	235		$	(1,159	)	$	(924	)
Other Comprehensive (Loss) Income Before Reclassification	85			—			85
Amounts Reclassified from AOCI	8			96			104
Net current-period Other Comprehensive (Loss) Income	93			96			189
Ending Balance	$	328		$	(1,063	)	$	(735	)

(a) All amounts shown are net of tax. Amounts in parentheses indicate loss.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table sets forth the amounts reclassified from AOCI by component and the affected line item on the Condensed Consolidated Statements of Income for the three and six months ended June 30, ~~2018~~2019 and ~~2017~~2018 (in thousands):



Details about Other AOCI Components	Amounts Reclassified from AOCI Three Months Ended June 30, 2019 (a)			Amounts Reclassified from AOCI Three Months Ended June 30, 2018 (a)			Affected Line Items on Income Statement
Realized Gains on Investments	$	31		$	(10	)	Other Income
Tax expense	(6		)	3			Other Income
	25			(7		)

Amortization of Recognized Net Gain from Defined Benefit Items	44			113			Other Income (b)
Tax expense	(6		)	(30		)	Other Income
	38			83

Total Reclassifications for the period, net of tax	$	63		$	76

Details about Other AOCI Components	Amounts Reclassified from AOCI Six Months Ended June 30, 2019(a)			Amounts Reclassified from AOCI Six Months Ended June 30, 2018(a)			Affected Line Items on Income Statement
Realized Gains on Investments	$	31		$	14		Other Income
Tax expense	(6		)	(4		)	Other Income
	25			10

Amortization of Recognized Net Gain from Defined Benefit Items	95			160			Other Income (b)
Tax expense	(20		)	(43		)	Other Income
	75			117

Total Reclassifications for the period, net of tax	$	100		$	127

(a) Amounts in parentheses indicate loss/expense.
(b) Included in computation of net periodic pension cost (see Note 2 for additional details).

Details about Other AOCI Components Amounts Reclassified from AOCI Three Months Ended June 30, 2018(a) Amounts Reclassified from AOCI Three Months Ended June 30, 2017(a) Affected Line Items on Income Statement
Realized Gains on Investments $ (10 ) $ 13
Other Income
Tax expense 3
(5 ) Other Income
(7 ) 8

Amortization of Recognized Net Gain from Defined Benefit Items 113
93
Other Income (b)
Tax expense (30 ) (36 ) Other Income
83
57

Total Reclassifications for the period, net of tax $ 76
$ 65

Details about Other AOCI Components Amounts Reclassified from AOCI Six Months Ended June 30, 2018(a) Amounts Reclassified from AOCI Six Months Ended June 30, 2017(a) Affected Line Items on Income Statement
Realized Gains on Investments $ 14
$ 13
Other Income
Tax expense (4 ) (5 ) Other Income
10
8

Amortization of Recognized Net Gain from Defined Benefit Items 160
157
Other Income (b)
Tax expense (43 ) (61 ) Other Income
117
96

Total Reclassifications for the period, net of tax $ 127
$ 104

(a) Amounts in parentheses indicate loss/expense.
(b) Included in computation of net periodic pension cost (see Note 2 for additional details).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


7.	Long-Term Debt

Long-Term Debt at June 30, ~~2018~~2019 and December 31, ~~2017~~2018 consisted of the following (in thousands):



			2019			2018
4.09%	CTWS	Term Loan Note, Due 2027	$	10,657		$	11,235
4.15%	CTWS	CoBank Term Note Payable, Due 2037	14,128			14,386
Total CTWS			24,785			25,621
Var.	Connecticut Water	2004 Series Variable Rate, Due 2029	12,500			12,500
Var.	Connecticut Water	2004 Series A, Due 2028	5,000			5,000
Var.	Connecticut Water	2004 Series B, Due 2028	4,550			4,550
5.00%	Connecticut Water	2011 A Series, Due 2021	22,613			22,717
3.16%	Connecticut Water	CoBank Note Payable, Due 2020	8,000			8,000
3.51%	Connecticut Water	CoBank Note Payable, Due 2022	14,795			14,795
4.29%	Connecticut Water	CoBank Note Payable, Due 2028	17,020			17,020
4.72%	Connecticut Water	CoBank Note Payable, Due 2032	14,795			14,795
4.75%	Connecticut Water	CoBank Note Payable, Due 2033	14,550			14,550
4.36%	Connecticut Water	CoBank Note Payable, Due 2036	30,000			30,000
4.04%	Connecticut Water	CoBank Note Payable, Due 2036	19,930			19,930
3.53%	Connecticut Water	NY Life Senior Note, Due 2037	35,000			35,000
Total Connecticut Water			198,753			198,857
4.75%	HVWC	2011 Farmington Bank Loan, Due 2034	4,214			4,300
3.05%	Avon Water	Mortgage Note Payable, Due 2033	3,047			3,134
8.95%	Maine Water	1994 Series G, Due 2024	5,400			5,400
2.68%	Maine Water	1999 Series J, Due 2019	—			85
0.00%	Maine Water	2001 Series K, Due 2031	492			533
2.58%	Maine Water	2002 Series L, Due 2022	45			53
1.53%	Maine Water	2003 Series M, Due 2023	221			271
1.73%	Maine Water	2004 Series N, Due 2024	311			311
0.00%	Maine Water	2004 Series O, Due 2034	100			107
1.76%	Maine Water	2006 Series P, Due 2026	301			331
1.57%	Maine Water	2009 Series R, Due 2029	187			197
0.00%	Maine Water	2009 Series S, Due 2029	471			493
0.00%	Maine Water	2009 Series T, Due 2029	1,320			1,383
0.00%	Maine Water	2012 Series U, Due 2042	136			142
1.00%	Maine Water	2013 Series V, Due 2033	1,235			1,285
1.00%	Maine Water	2019 Series W, Due 2048	1,012			—
4.24%	Maine Water	CoBank Note Payable, Due 2024	4,500			4,500
4.18%	Maine Water	CoBank Note Payable, Due 2026	5,000			5,000
5.51%	Maine Water	CoBank Note Payable, Due 2043	8,000			8,000
2.40%	Maine Water	Series N, Due 2022	626			826
1.86%	Maine Water	Series O, Due 2025	710			710
2.23%	Maine Water	Series P, Due 2028	1,174			1,233
0.01%	Maine Water	Series Q, Due 2035	1,491			1,584
1.00%	Maine Water	Series R, Due 2025	1,767			1,767
Total Maine Water			34,499			34,211
Add: Acquisition Fair Value Adjustment			(220		)	(189		)
Less: Current Portion			(4,051		)	(4,059		)
Less: Unamortized Debt Issuance Expense			(4,111		)	(4,364		)
Total Long-Term Debt			$	256,916		$	257,511

2018 2017
4.09% CTWS Term Loan Note $ 11,803
$ 12,358
4.15% CTWS CoBank Term Note Payable, Due 2037 14,633
14,881
Total CTWS 26,436
27,239
Var. Connecticut Water 2004 Series Variable Rate, Due 2029 12,500
12,500
Var. Connecticut Water 2004 Series A, Due 2028 5,000
5,000
Var. Connecticut Water 2004 Series B, Due 2028 4,550
4,550
5.00% Connecticut Water 2011 A Series, Due 2021 22,819
22,920
3.16% Connecticut Water CoBank Note Payable, Due 2020 8,000
8,000
3.51% Connecticut Water CoBank Note Payable, Due 2022 14,795
14,795
4.29% Connecticut Water CoBank Note Payable, Due 2028 17,020
17,020
4.72% Connecticut Water CoBank Note Payable, Due 2032 14,795
14,795
4.75% Connecticut Water CoBank Note Payable, Due 2033 14,550
14,550
4.36% Connecticut Water CoBank Note Payable, Due May 2036 30,000
30,000
4.04% Connecticut Water CoBank Note Payable, Due July 2036 19,930
19,930
3.53% Connecticut Water NY Life Senior Note, Due September 2037 35,000
35,000
Total Connecticut Water 198,959
199,060
4.75% HVWC 2011 Farmington Bank Loan, Due 2034 4,382
4,464
3.05% Avon Water Mortgage Note Payable, due 2033 3,206
3,302
8.95% Maine Water 1994 Series G, Due 2024 6,300
6,300
2.68% Maine Water 1999 Series J, Due 2019 85
170
0.00% Maine Water 2001 Series K, Due 2031 533
574
2.58% Maine Water 2002 Series L, Due 2022 53
60
1.53% Maine Water 2003 Series M, Due 2023 271
321
1.73% Maine Water 2004 Series N, Due 2024 341
341
0.00% Maine Water 2004 Series O, Due 2034 107
113
1.76% Maine Water 2006 Series P, Due 2026 331
361
1.57% Maine Water 2009 Series R, Due 2029 197
207
0.00% Maine Water 2009 Series S, Due 2029 516
538
0.00% Maine Water 2009 Series T, Due 2029 1,446
1,509
0.00% Maine Water 2012 Series U, Due 2042 142
148
1.00% Maine Water 2013 Series V, Due 2033 1,285
1,310
4.24% Maine Water CoBank Note Payable, Due 2024 4,500
4,500
4.18% Maine Water CoBank Note Payable, Due 2026 5,000
5,000
7.72% Maine Water Series L, Due 2018 —
2,250
2.40% Maine Water Series N, Due 2022 826
1,026
1.86% Maine Water Series O, Due 2025 750
750
2.23% Maine Water Series P, Due 2028 1,234
1,264
0.01% Maine Water Series Q, Due 2035 1,584
1,678
1.00% Maine Water Series R, Due 2025 2,009
2,009
Various Maine Water Various Capital Leases —
2
Total Maine Water 27,510
30,431
Add: Acquisition Fair Value Adjustment (120 ) (51 )
Less: Current Portion (4,016 ) (6,173 )
Less: Unamortized Debt Issuance Expense (4,634 ) (4,905 )
Total Long-Term Debt $ 251,723
$ 253,367

There are no mandatory sinking fund payments required on Connecticut Water’s outstanding bonds. However, certain fixed rate Unsecured Water Facilities Revenue Refinancing Bonds provide for an estate redemption right whereby the estate of deceased bondholders or surviving joint owners may submit bonds to the trustee for redemption at par, subject to a $25,000 per individual holder and a 3% annual aggregate limitation.

1920

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

On ~~January 10, 2017,~~December 13, 2018, Maine Water executed and delivered to CoBank a new Promissory Note and Single Advance Term Loan Supplement, dated ~~January 10, 2017~~October 30, 2018 (the ~~“Third~~“Fourth Promissory Note”). On the terms and subject to the conditions set forth in the ~~Third~~Fourth Promissory Note issued pursuant to the Agreement, CoBank agreed to make an unsecured loan (the “Loan”) to Maine Water in the principal amount of ~~$5,000,000~~$8,000,000 at ~~4.18%~~5.51%, due December 30, ~~2026.~~2043. The proceeds of the above described Loan ~~will be~~from CoBank were used to ~~finance new capital expenditures and~~ refinance existing debt ~~owed~~and to ~~the Company, incurred in connection with general water system improvements.~~finance certain capital expenditures.

On ~~August 28, 2017,~~February 1, 2019, Maine Water secured a 30 year loan for $1,686,700 from the ~~Company executed~~Maine Municipal Bond Bank and ~~delivered~~the Maine Department of Health and Human Services Drinking Water State Revolving Fund to ~~CoBank~~fund a portion of the construction of a new ~~Promissory Note and Supplement (2017 Single Advance Term Loan) (the “2017 Promissory Note”)~~finished water storage tank in Skowhegan, Maine (2019 Series W, Due 2048). ~~On the~~The terms and subject to the conditions set forth in the 2017 Promissory Note issued pursuant to the Company’s Master Loan Agreement, CoBank agreed to make a term loan (the “Loan”) to the Company in the principal amount of $15,000,000. Under the 2017 Promissory Note, the Company will pay interest on the Loan at a fixed rate of 4.15% per year through August 20, 2037, the maturity date of the ~~Loan.~~

~~On September 28, 2017, Connecticut Water completed~~loan provide that up to $674,680 of the issuance of $35,000,000 aggregate principal amount of its 3.53% unsecured Senior Notes due September 25, 2037 (the “Senior Notes”). The Senior Notes were issued pursuant to the Note Purchase Agreement dated as of September 28, 2017 (the “Purchase Agreement”) between and among Connecticut Water, NYL Investors, LLC (“NY Life”), as agent,loan will be forgiven and the Purchasers listed in the Purchaser Schedule attached to the Purchase Agreement, in a private placement financing exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The proceeds of the sale of the Senior Notesnet amount, $1,012,020, will be ~~used by Connecticut Water to repay loans from the Company the proceeds of which were used for capital expenditure projects by Connecticut Water. The Senior Notes bear~~repaid over a 30 year term at an interest ~~at the~~ rate of 3.53% per annum, payable semi-annually on March 27 and September 27 of each year commencing on March 27, 2018. The principal amount of the Senior Notes, if not previously paid, shall be due on September 25, 2037. The Senior Notes are callable in whole or in part, subject to a make-whole amount.no less than 1.0%.

During the first six months of ~~2018,~~2019, the Company paid approximately ~~$803,000~~$836,000 related to Connecticut Water Service’s 2017 CoBank issuance as well as the Company’s Term Note Payable issued as part of the 2012 acquisition of Maine Water, approximately ~~$2,921,000~~$724,000 in sinking funds related to Maine Water’s outstanding bonds, approximately ~~$82,000~~$86,000 in sinking funds related to HVWC’s bank loan and ~~$96,000~~$87,000 related to Avon Water’s mortgage note payable.

Financial Covenants – The Company and its subsidiaries are required to comply with certain covenants in connection with various long term loan agreements. The most restrictive of these covenants is to maintain a consolidated debt to capitalization ratio of not more than 60%. Additionally, Maine Water has restrictions on cash dividends paid based on restricted net assets. The Company and its subsidiaries were in compliance with all covenants at June 30, ~~2018~~.2019.


8.	Fair Value Disclosures

FASB Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“FASB ASC 820”) provides enhanced guidance for using fair value to measure assets and liabilities and expands disclosure with respect to fair value measurements.

FASB ASC 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels, as follows:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are either directly or indirectly observable.

Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that the Company believes market participants would use.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of June 30, ~~2018~~2019 (in thousands):


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset Type:
Money Market Fund	$	70	$	—	$	—	$	70	$	2	$	—	$	—	$	2
Mutual Funds:
Equity Funds (1)	2,007		—		—		2,007		2,020		—		—		2,020
Fixed Income Funds (2)	639		—		—		639		677		—		—		677
Total	$	2,716	$	—	$	—	$	2,716	$	2,699	$	—	$	—	$	2,699

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes our financial instruments measured at fair value on a recurring basis within the fair value hierarchy as of December 31, ~~2017~~2018 (in thousands):


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Asset Type:
Money Market Fund	$	70	$	—	$	—	$	70	$	97	$	—	$	—	$	97
Mutual Funds:
Equity Funds (1)	2,051		—		—		2,051		1,797		—		—		1,797
Fixed Income Funds (2)	642		—		—		642		647		—		—		647
Total	$	2,763	$	—	$	—	$	2,763	$	2,541	$	—	$	—	$	2,541


(1)	Mutual funds consist primarily of equity securities and are presented on the Other Property and Investments line item of the Company’s Condensed Consolidated Balance Sheets.


(2)	Mutual funds consist primarily of fixed income securities and are presented on the Other Property and Investments line item of the Company’s Condensed Consolidated Balance Sheets.

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments, which are not recorded at fair value on the financial statements.

Cash and cash equivalents – Cash equivalents consist of highly liquid instruments with original maturities at the time of purchase of three months or less. The carrying amount approximates fair value. Under the fair value hierarchy the fair value of cash and cash equivalents is classified as a Level 1 measurement.

Company Owned Life Insurance – The fair value of Company Owned Life Insurance is based on the cash surrender value of the contracts. These contracts are based principally on a referenced pool of investment funds that actively redeem shares and are observable and measurable and are presented on the “Other Property and Investments” line item of the Company’s Consolidated Balance Sheets. The value of Company Owned Life Insurance at June 30, ~~2018~~2019 and December 31, ~~2017~~2018 was ~~$4,098,000~~$4,864,000 and ~~$4,018,000,~~$3,532,000, respectively.

Long-Term Debt – The fair value of the Company’s fixed rate long-term debt is based upon borrowing rates currently available to the Company. As of June 30, ~~2018~~2019 and December 31, ~~2017~~2018, the estimated fair value of the Company’s long-term debt was ~~$258,051,000~~$276,147,000 and $~~268,628,000~~260,829,000, respectively, as compared to the carrying amounts of ~~$256,357,000~~$261,027,000 and $~~258,272,000~~261,875,000, respectively. The estimated fair value of long term debt was calculated using a discounted cash flow model that uses comparable interest rates and yield curve data based on the A-rated MMD (Municipal Market Data) Index which is a benchmark of current municipal bond yields. Under the fair value hierarchy, the fair value of long term debt is classified as a Level 2 measurement.

Advances for Construction – Customer advances for construction had a carrying amount of ~~$19,560,000~~$24,673,000 and ~~$20,024,000~~$22,654,000 at June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively. Their relative fair values cannot be accurately estimated since future refund payments depend on several variables, including new customer connections, customer consumption levels and future rate increases.

The fair values shown above have been reported to meet the disclosure requirements of FASB ASC 825, “Financial Instruments” (“FASB ASC 825”) and do not purport to represent the amounts at which those obligations would be settled.

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~


9.	Segment Reporting

The Company operates principally in three business segments: Water Operations, Real Estate Transactions, and Services and Rentals. Financial data for the segments is as follows (in thousands):


Three months ended June 30, 2018
Three months ended June 30, 2019									Three months ended June 30, 2019
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income			Revenues		Pre-Tax Income		Income Tax (Benefit) Expense			Net Income
Water Operations	$	30,267	$	4,735	$	438	$	4,297		$	31,046	$	5,438	$	67		$	5,371
Real Estate Transactions	—		—		—		—			—		—		(11		)	11
Services and Rentals	1,277		559		127		432			1,260		546		142			404
Total	$	31,544	$	5,294	$	565	$	4,729		$	32,306	$	5,984	$	198		$	5,786

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Three months ended June 30, 2017
Three months ended June 30, 2018										Three months ended June 30, 2018
Segment	Revenues		Pre-Tax Income		Income Tax (Benefit) Expense			Net Income			Revenues		Pre-Tax Income		Income Tax (Benefit) Expense		Net (Loss) Income
Water Operations	$	28,220	$	7,117	$	(969	)	$	8,086		$	30,267	$	4,735	$	438	$	4,297
Real Estate Transactions	—		—		—			—			—		—		—		—
Services and Rentals	1,279		505		173			332			1,277		559		127		432
Total	$	29,499	$	7,622	$	(796	)	$	8,418		$	31,544	$	5,294	$	565	$	4,729


Six months ended June 30, 2018
Six months ended June 30, 2019									Six months ended June 30, 2019
Segment	Revenues		Pre-Tax Income		Income Tax Expense		Net Income			Revenues		Pre-Tax Income		Income Tax (Benefit) Expense			Net Income
Water Operations	$	55,493	$	2,860	$	186	$	2,674		$	57,628	$	7,141	$	30		$	7,111
Real Estate Transactions	—		—		—		—			—		—		(23		)	23
Services and Rentals	2,482		1,105		277		828			2,535		1,199		309			890
Total	$	57,975	$	3,965	$	463	$	3,502		$	60,163	$	8,340	$	316		$	8,024


Six months ended June 30, 2017
Six months ended June 30, 2018										Six months ended June 30, 2018
Segment	Revenues		Pre-Tax Income		Income Tax (Benefit) Expense			Net Income			Revenues		Pre-Tax Income		Income Tax (Benefit) Expense		Net (Loss) Income
Water Operations	$	51,006	$	10,612	$	(1,251	)	$	11,863		$	55,493	$	2,860	$	186	$	2,674
Real Estate Transactions	212		55		22			33			—		—		—		—
Services and Rentals	2,489		996		406			590			2,482		1,105		277		828
Total	$	53,707	$	11,663	$	(823	)	$	12,486		$	57,975	$	3,965	$	463	$	3,502

The revenues shown in Water Operations above consisted of revenues from water and wastewater customers of $30,664,000 and $29,904,000 ~~and~~ ~~$27,902,000~~ for the three months endedJune 30, ~~2018~~2019 and ~~2017~~2018. Additionally, there were revenues associated with utility plant leased to others of $382,000 and $363,000 ~~and~~ ~~$318,000~~ for the three months endedJune 30, ~~2018~~2019 and ~~2017~~2018, respectively. The revenues from water and wastewater customers for the three months ended June 30, ~~2018~~2019 and ~~2017~~2018 include ~~$3,443,000~~$3,452,000 and ~~$2,980,000~~$3,443,000 in additional revenues related to the application of the WRA, respectively.

The revenues shown in Water Operations above consisted of revenues from water and wastewater customers of ~~$54,757,000~~$56,910,000 and ~~$50,365,000~~$54,757,000 for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018. Additionally, there were revenues associated with utility plant leased to others of ~~$736,000~~$718,000 and ~~$641,000~~$736,000 for the six months ended June 30, ~~2018~~2019 and ~~2017,~~2018, respectively. The revenues from water and wastewater customers for the six months ended June 30, 2019 and 2018 include $4,383,000 and ~~2017 include~~ $3,504,000 ~~and $3,553,000~~ in additional revenues related to the application of the WRA, respectively.

The Company owns various small, discrete parcels of land that are no longer required for water supply purposes. From time to time, the Company may sell or donate these parcels, depending on various factors, including the current market for land, the amount of tax benefits received for donations and the Company’s ability to use any benefits received from donations.

2223

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assets by segment (in thousands):



	June 30, 2019		December 31, 2018
Total Plant and Other Investments:
Water Operations	$	768,056	$	748,374
Non-Water	1,238		1,114
	769,294		749,488
Other Assets:
Water Operations	211,037		201,429
Non-Water	1,096		2,426
	212,133		203,855
Total Assets	$	981,427	$	953,343

June 30, 2018 December 31, 2017
Total Plant and Other Investments:
Water Operations $ 718,842
$ 707,362
Non-Water 1,117
1,023
719,959
708,385
Other Assets:
Water Operations 194,710
188,590
Non-Water 3,697
1,808
198,407
190,398
Total Assets $ 918,366
$ 898,783


10.	Income Taxes

FASB ASC 740 Income Taxes (“FASB ASC 740”) addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FASB ASC 740, the Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.

The Company adopted the Internal Revenue Service (“IRS”) temporary tangible property regulations on the Company’s 2012 Federal tax return. Since that time, the Company has been recording a provision for any possible disallowance of a portion of the repair deduction if the Company’s Federal tax return were to be reviewed by the IRS. While the Company believes that the deductions taken on its tax returns are appropriate, the methodology for determining the deduction has not been agreed to by the taxing authorities. During the Company’s review of the position through the quarter ended March 31, 2017, new information caused management to reassess the previously recorded provision. This reassessment resulted in the reversal of a portion of the provision related to the Maine subsidiary, in the amount of $1,164,000 in the first quarter of 2017. During the Company’s review of the position through the quarter ended June 30, 2017, the impact of the new information on the Connecticut subsidiary caused management to reassess the previously recorded provision. The reassessment resulted in the reversal of a portion of the provision in the amount of $2,445,000. Through June 30, 2017, the Company has recorded, as required by FASB ASC 740, a provision of $725,000 for a portion of the benefit that is not being returned to customers resulting from any possible tax authority challenge. For the six months ended June 30, ~~2018,~~2019, the Company recorded a provision of ~~$530,000~~$510,000 for a portion of the benefit that is not being returned to customers resulting from any possible tax authority challenge. The Company had previously recorded a provision of ~~$4.6~~$3.3 million in prior years for a cumulative total of ~~$5.1~~$3.8 million.

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowered the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. In December 2017, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 118, which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Tax Act. The measurement period ends when a company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. While we are able to make reasonable estimates of the impact of the reduction in corporate rate, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions we may take. We are continuing to gather additional information to determine the final impact. Provisional amounts have been recorded as a Regulatory Liability to the extent that the tax savings over time will be returned to customers in utility rates, and a non-cash adjustment was recognized to record additional income tax expense to the extent revalued deferred income taxes are not believed to be recoverable in utility customer rates. Accounting for the income tax effects of the Tax Act is expected to be completed when a decision is reached by both PURA and the MPUC regarding the impact that shall be included in utility customer rates. During the first half of 2018, the Company performed further analysis on the impact of the enacted legislation. Through the quarter ended June 30, 2018, the Company recorded an excess accumulated deferred tax liability of $31 million, of which $28 million relates to the Tax Act. The additional analysis resulted in no change to the Unrecovered Income Taxes and Unfunded Future Income Taxes or income tax expense.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

From time to time, the Company may be assessed interest and penalties by taxing authorities. In those cases, the charges would appear on the Other line item within the Other Income (Deductions), Net of Taxes section of the Company’s Condensed Consolidated Statements of Income. There were no such charges for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018. Additionally, there were no accruals relating to interest or penalties as of June 30, ~~2018~~2019 and December 31, ~~2017.~~2018. The Company remains subject to examination by federal and state tax authorities for the ~~2014~~2015 through ~~2016~~2017 tax years. On April 26, 2017, Avon Water was notified by the IRS that its stand-alone Federal tax filing for 2015 was selected to be reviewed beginning in the second quarter of 2017 and the audit was expanded to include the 2016 standalone tax year. On March 20, 2018, Avon Water received a notice of adjustment from the IRS related to the Federal tax audit for the tax years ended December 31, 2015 and 2016. As a result, a reduction in the net operating loss carryover of $56,000 was recorded during the six months ended June 30, 2018.

The Company is currently engaged in an analysis to determine the amount of expenditures related to tangible property that will be reflected on its 2018 Federal Tax Return to be filed in ~~September~~October 2019. ~~As a result, through the second quarter of 2018,~~In addition, the Company has estimated the portion of its infrastructure investment that will qualify as a repair deduction for ~~2018~~2019 and has reflected that deduction in its effective tax rate, net of any reserves. Consistent with other differences between book and tax expenditures, the Company is required to use the flow-through method to account for any timing differences not required by the IRS to be normalized.

The Company’s effective income tax rate for the three months ended June 30, 2019 and 2018 was 3.3% and ~~2017 was~~ 10.7% ~~and (10.5)%~~, respectively. The Company’s effective tax rate, excluding discrete items recorded during the three months ended June 30, 2019 and 2018, was 4.0% and ~~2017, was~~ (6.8)% ~~and 16.2%~~, respectively. In 2019, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut, and amortizations of accumulated excess deferred taxes. In 2018, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut and purchase accounting adjustments to goodwill. ~~In 2017, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut.~~ Excluding discrete items, there was ~~a decrease~~an increase in the effective tax rate year over year for the three month period of approximately ~~23%~~10.8%. The ~~decrease~~increase in the effective tax rate for this period can be attributed to a higher ~~estimated repair deduction, higher tax deductible pension contribution and higher~~ performance stock deduction in 2018 than in ~~2017.~~ 2019.

The Company’s effective income tax rate for the six months ended June 30, 2019 and 2018 was 3.8% and ~~2017 was~~ 11.7% ~~and (7.1)%~~, respectively. The Company’s effective tax rate, excluding discrete items recorded during the six months ended June 30, 2019 and 2018, was 5.1% and ~~2017, was~~ (18.0)% ~~and 17.7%~~, respectively. In 2019, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut, and amortizations of accumulated excess deferred taxes. In 2018, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut, purchase accounting adjustments to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

goodwill, an IRS audit adjustment, and adjustments required under the Tax Act. ~~In 2017, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut.~~ Excluding discrete items, there was a ~~decrease~~increase in the effective tax rate year over year for the six month period of approximately ~~36%~~23.1%. The ~~decrease~~increase in the effective tax rate for this period can be attributed to a higher ~~estimated repair deduction, higher tax deductible pension contribution and higher~~ performance stock deduction in 2018 than in ~~2017.~~ 2019.

The blended Federal and State statutory income tax rates during the three and six months ended June 30, 2019 and 2018 ~~and 2017 were~~was 28% ~~and 41%, respectively.~~. In determining its annual estimated effective tax rate for interim periods, the Company reflects its estimated permanent and flow-through tax differences for the taxable year, including the basis difference for the adoption of the tangible property regulations.


11.	Bank Lines of Credit and Other Short-Term Debt

As of June 30, ~~2018,~~2019, the Company maintained a $15.0 million line of credit agreement with CoBank, ~~that~~which is currently scheduled to expire on July 1, 2020. The Company ~~maintained~~maintains an additional line of credit of ~~$45.0~~$75.0 million with Citizens Bank, N.A. (“Citizens”), with an expiration date of ~~April 25, 2021~~.December 14, 2023. Additionally, Avon Water ~~maintains~~maintained a $3.0 million line of credit with Northwest Community Bank, ~~with an expiration date of~~which expired on September 30, ~~2018.~~2018, at which point it converted to other short-term debt and was paid off in full in February 2019. As of June 30, ~~2018~~2019, the total lines of credit available to the Company were $~~63.0~~90.0 million. As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had ~~$42.9~~$74.6 million and ~~$19.3~~$54.2 million respectively, of Interim Bank Loans ~~Payable.~~Payable and Other Short-Term Debt. As of June 30, ~~2018~~2019, the Company had $~~20.1~~15.4 million in unused lines of credit. Interest expense charged on lines of credit will fluctuate based on market interest rates.


12.	Leases

~~12. Acquisitions~~

During the first quarter of 2019, the Company adopted ASU No. 2016-02 by recognizing and measuring leases existing at, or entered into after, January 1, 2018. As permitted by ASU No. 2016-02, the Company elected (i) not to reevaluate land easements if they were not previously accounted for as leases, (ii) to apply hindsight when assessing lease term and impairment of the right-of-use (“ROU”) asset, (iii) not to apply the recognition requirements to short-term leases and (iv) not to separate non-lease components from associated lease components for substantially all classes of underlying assets. Upon adoption of ASU No. 2016-02, the Company recorded ROU assets and lease liabilities in connection with its operating leases. ROU assets are included in Prepayments and Other Current Assets and Deferred Charges and Other Costs and lease liabilities are included in Other Current Liabilities and Other Long-Term Liabilities on the Condensed Consolidated Balance Sheets. Operating lease expense is included in Operation and Maintenance expenses in the Condensed Consolidated Statements of Income. The impact of adopting ASU No. 2016-02 was not material to the Company’s financial statements for the periods presented.

The ~~Heritage Village Water~~ Company ~~Acquisition~~

~~On May~~has operating leases primarily related to buildings, office equipment and land use agreements that convey use of the land during the arrangement for certain of its source water wells. Operating leases primarily have fixed payments with expiration dates ranging from 2019 to 2074, some of which include options to extend the leases from 1 to 10 ~~2016,~~years and some have options to terminate at the Company’s discretion. At June 30, 2019 and December 31, 2018, the Company’s ROU assets and lease liabilities for operating leases totaled approximately $1.5 million for each period. The Company’s lease liabilities at June 30, 2019 and December 31, 2018 were calculated using a rate indicative of what the Company ~~announced that it had reached an agreement to acquire HVWC, pending a vote~~believes would be secured for incremental long-term debt. These rates were 3.82% and 4.32% as of ~~HVWC shareholders, approval by PURA~~June 30, 2019 and ~~MPUC and~~December 31, 2018, respectively.

At December 31, 2018, expected lease payments over the ~~satisfaction of other various closing conditions, pursuant to the~~remaining terms of ~~Agreement and Plan of Merger dated May 10, 2016 between and among HVWC,~~ the ~~Company, and HAC, Inc., the Company’s wholly-owned Connecticut subsidiary (the “Merger Agreement”). HVWC serves~~leases were approximately ~~4,700 water customers in the Towns of Southbury, Middlebury, and Oxford, Connecticut and approximately 3,000 wastewater customers in the Town of Southbury, Connecticut.~~

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

The acquisition was executed through a stock-for-stock merger transaction valued at approximately $16.9 million. Holders of HVWC common stock received shares of the Company’s common stock in a tax-free exchange. In addition, the transaction reflected a total enterprise value of HVWC of approximately $21.5$3.4 million with the ~~$16.9 million paid to shareholders in a stock exchange and the assumption by the Company of approximately $4.6 million of debt held by HVWC at the time of the acquisition.~~

The Company received regulatory approval from MPUC on September 28, 2016 and from PURA on December 5, 2016, to proceed with the transaction. The shareholders of HVWC voted to approve the acquisition at a special meeting of HVWC’s shareholders held on February 27, 2017.

On February 27, 2017, the Company completed the acquisition of HVWC by completing the merger of the Company’s wholly-owned subsidiary HAC, Inc. with and into HVWC, with HVWC as the surviving corporation, pursuant to the terms of the Merger Agreement and Connecticut corporate law. Upon the effective time of the Merger, the holders of HVWC’s 1,620 issued and outstanding shares of common stock became entitled to receiveexpected lease payments for no one year being material. Operating leases did not have an aggregate of 300,445 shares of the Company’s common stock in a tax-free exchange, which exchange was commenced promptly by the issuance of a letter of transmittal and related materials by Connecticut Water’s exchange agent.

~~The Avon Water Company Acquisition~~

On October 12, 2016, the Company announced that it had reached an agreement to acquire Avon Water, pending a vote of Avon Water shareholders, approval by PURA and the MPUC and the satisfaction of other various closing conditions, pursuant to the terms of that certain Agreement and Plan of Merger dated October 11, 2016 as amended on March 29, 2017 between and among Avon Water, the Company, and WC-A I, Inc., the Company’s wholly-owned Connecticut subsidiary (the “Merger Agreement”). Avon Water serves approximately 4,800 customers in the Farmington Valley communities of Avon, Farmington, and Simsbury, Connecticut.

On February 10, 2017, Connecticut Water received regulatory approval from MPUC and on April 12, 2017, Connecticut Water received regulatory approval from the PURA to proceed with the transaction. The shareholders of Avon Water voted to approve the acquisition at a special meeting of Avon Water’s shareholders held on June 16, 2017.

Effective July 1, 2017, the Company completed the acquisition of Avon Water by completing the merger of Connecticut Water’s wholly-owned subsidiary WC-A I, Inc. with and into Avon Water, with Avon Water as the surviving corporation, pursuant to the terms of the Merger Agreement and Connecticut corporate law. Upon the effective time of the Merger, the holders of Avon Water’s 122,289 issued and outstanding shares of common stock became entitled to receive the following merger consideration for each share of Avon Water common stock held: (i) a cash payment of $50.11; and (ii) a stock consideration component, consisting of 3.97 shares of the Company’s common stock.

The transaction was completed through a stock-for-stock exchange where Avon Water shareholders received the Company’s common stock valued at approximately $26.9 million, in a tax-free exchange, and a cash payment of $6.1 million for a total payment to shareholders of $33.0 million. The transaction reflects a total enterprise value of approximately $39.1 million, with the $33.0 million paid to shareholders and the assumption by the Company of approximately $6.1 million of debt of Avon Water.

~~The following table summarizes the fair value of the HVWC assets acquired on February 27, 2017 and the Avon Water assets on July 1, 2017, the dates of the acquisitions (in thousands):~~

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

HVWC Avon Water
Net Utility Plant $ 28,861
$ 28,330
Cash and Cash Equivalents 1,336
455
Accounts Receivable, net 355
379
Prepayments and Other Current Assets 179
243
Accrued Unbilled Revenues 47
467
Materials and Supplies, at Average Cost 63
151
Goodwill 12,777
23,472
Unrecovered Income Taxes - Regulatory Asset —
3,619
Deferred Charges and Other Costs 343
799
Total Assets Acquired $ 43,961
$ 57,915

Long-Term Debt, including current portion $ 4,642
$ 3,145
Accounts Payable and Accrued Expenses 149
584
Interim Bank Loans Payable —
2,500
Other Current Liabilities 238
32
Advances for Construction 1,897
1,537
Deferred Federal and State Income Taxes 1,680
1,880
Unfunded Future Income Taxes —
3,619
Other Long-Term Liabilities —
314
Total Liabilities Assumed $ 8,606
$ 13,611

Contributions in Aid of Construction 18,452
11,560

Net Assets Acquired $ 16,903
$ 32,744

The estimated fair values of the assets acquired and the liabilities assumed were determined based on the accounting guidance for fair value measurement under GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value analysis assumes the highest and best use of the assets by market participants. The allocation of the purchase price includes an adjustment to fair value related to the fair value of HVWC’s and Avon Water’s long term debt and any associated deferred taxes. Additionally, adjustments were made to deferred taxes basedimpact on the Company’s ability to utilize net operating loss carryforwards that had valuation allowances at the acquired companies. The excess of the purchase price paid over the estimated fair value of the assets acquired and the liabilities assumed was recognized as goodwill, none of which is deductible for tax purposes. Goodwill recognized as part of the acquisitions of HVWC and Avon Water are a part of the Company’s Water Operations segment.

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

The following unaudited pro forma summary for the three and six months ended June 30, 2018 and 2017 presents information as if HVWC and Avon Water had each been acquired on January 1, 2017 and assumes that there were no other changes in our operations. The following pro forma information does not necessarily reflect the actual results that would have occurred had the Company operated the businesses since January 1, 2017, nor is it necessarily indicative of the future results of operations of the combined companies (in thousands):

Three months ended June 30, 2018 2017
Operating Revenues $ 29,904
$ 29,055
Other Water Activities Revenues 363
324
Real Estate Revenues —
—
Service and Rentals Revenues 1,277
1,279
Total Revenues $ 31,544
$ 30,658

Net (Loss) Income $ 4,729
$ 8,499

Basic Earnings per Average Share Outstanding $ 0.39
$ 0.72
Diluted Earnings per Average Share Outstanding $ 0.39
$ 0.70

Six months ended June 30, 2018 2017
Operating Revenues $ 54,757
$ 53,109
Other Water Activities Revenues 736
650
Real Estate Revenues —
212
Service and Rentals Revenues 2,482
2,489
Total Revenues $ 57,975
$ 56,460

Net Income $ 3,502
$ 12,631

Basic Earnings per Average Share Outstanding $ 0.29
$ 1.07
Diluted Earnings per Average Share Outstanding $ 0.29
$ 1.05

~~Table of Contents~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

The following table summarizes the results of HVWC and Avon Water for the three and six months ended June 30, 2018 and from the dates of acquisition to June 30, 2017 (from February 27, 2017 for HVWC and July 1, 2017 for Avon Water) and is included in theCondensed Consolidated ~~Statement~~Statements of Income ~~for the period (in thousands):~~or Condensed Consolidated Statements of Cash Flows.

Three Months Ended 2018 2017
Operating Revenues $ 2,124
$ 1,017
Other Water Activities Revenues 16
—
Real Estate Revenues —
—
Service and Rentals Revenues 38
—
Total Revenues $ 2,178
$ 1,017

Net (Loss) Income $ (440 ) $ 132

Basic Earnings per Average Share Outstanding $ (0.04 ) $ 0.01
Diluted Earnings per Average Share Outstanding $ (0.04 ) $ 0.01

Six Months Ended 2018 2017
Operating Revenues $ 4,055
$ 1,353
Other Water Activities Revenues 48
—
Real Estate Revenues —
—
Service and Rentals Revenues 38
—
Total Revenues $ 4,141
$ 1,353

Net (Loss) Income $ (223 ) $ 217

Basic Earnings per Average Share Outstanding $ (0.02 ) $ 0.02
Diluted Earnings per Average Share Outstanding $ (0.02 ) $ 0.02

Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying unaudited financial statements and related notes thereto and the audited financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

General Information

Proposed Merger with SJW Group

Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), was terminated early on April 27, 2018, and the early termination expired on April 27, 2019. The Company and SJW re-filed the necessary notifications under the HSR Act on April 4, 2019, and the required waiting period was terminated early on April 15, 2019. On October 15, 2018, the Federal Communications Commission (“FCC”) consented to the joint application for transfer of control filed by the Company and SJW on October 4, 2018 and amended on October 12, 2018. On April 19, 2019, the FCC granted the Company and SJW’s request to extend the transfer of control deadline to October 20, 2019. No further clearance from the FCC is required.

On May 4, 2018, Maine Water filed with ~~the~~ MPUC an application for approval of the Merger. On May 7, 2018, the Company and SJW filed with ~~the~~ PURA a joint application for approval of the Merger. Following the start on May 31, 2018 of a 45-day go-shop process permitted by the First Amended and Restated Merger Agreement, the Company and SJW withdrew their joint PURA application on June 19, 2018, and filed a new joint application on July 18, 2018 following the end of the go-shop process. On January 9, 2019, the Company and SJW withdrew their current application before PURA and announced that they were continuing to evaluate their regulatory approach, including the possibility of submitting a new application to PURA in connection with the Merger. On January 23, 2019, Maine Water voluntarily requested to withdraw its application before MPUC, aligning the Maine regulatory process with the regulatory process in Connecticut. After a thorough review conducted by the management and boards of the Company and SJW, and with the support of their respective Connecticut regulatory counsel, the Company and SJW filed a new joint application with PURA on April 3, 2019, and Maine Water filed a new application with MPUC on May 3, 2019. PURA must make a ruling on the merger within 120 days after the filing of an application, unless the Company and SJW agree to an extension of the 120-day timeframe. On July 10, 2019, the Company and SJW agreed to PURA’s request to extend the statutory deadline from August 28, 2019 to September 4, 2019. MPUC must make a ruling on the merger within 60 days after the filing of an application, unless it determines that the necessary investigation cannot be concluded within 60 days, in which event it can extend the review period for up to an additional 120 days. On June 24, 2019, MPUC extended the review period to October 29, 2019.

~~The Company and SJW expect the closing~~ of the Merger, ~~to occur during the first quarter of 2019.~~which request is still pending.

Regulatory Matters


As of June 30, 2018	Allowed Return on Equity		Allowed Return on Rate Base
As of June 30, 2019					Allowed Return on Equity		Allowed Return on Rate Base
Connecticut Water	9.75	%	7.32	%	9.75	%	7.32	%
HVWC (blended water and wastewater rates)	10.10	%	7.19	%	10.10	%	7.19	%
Avon Water	10.00	%	7.79	%	10.00	%	7.79	%
Maine Water	9.50	%	7.96	%	9.50	%	7.96	%

~~The Heritage Village~~Order, inclusive of carrying costs. Maine Water ~~Company Acquisition~~

~~On May 10, 2016,~~will continue to record additional liabilities each month until the ~~Company announced that it had reached~~company’s next rate case in each division. For the six months ended June 30, 2019, Maine Water recorded an ~~agreement to acquire HVWC, pending a vote of HVWC shareholders, approval by PURA and MPUC and the satisfaction of other various closing conditions, pursuant~~additional $90,000 to the ~~terms of Agreement and Plan of Merger dated May 10, 2016 between and among HVWC,~~regulatory liabilities. Further, the ~~Company, and HAC, Inc., the Company’s wholly-owned Connecticut subsidiary (the “Merger Agreement”). HVWC serves approximately 4,700 water customers~~Order directs Maine Water to file general rate cases in the ~~Towns of Southbury, Middlebury, and Oxford, Connecticut and approximately 3,000 wastewater customers in the Town of Southbury, Connecticut.~~same five divisions on or before March 1, 2022.

The acquisition was executed through a stock-for-stock merger transaction valued at approximately $16.9 million. Holders of HVWC common stock received shares of the Company’s common stock in a tax-free exchange. In addition, the transaction reflected a total enterprise value of HVWC of approximately $21.5 million, with the $16.9 million paid to shareholders in a stock exchange and the assumption by the Company of approximately $4.6 million of debt held by HVWC at the time of the acquisition.

On February 27, 2017, the Company completed the acquisition of HVWC by completing the merger of the Company’s wholly-owned subsidiary HAC, Inc. with and into HVWC, with HVWC as the surviving corporation, pursuant to the terms of the Merger Agreement and Connecticut corporate law. Upon the effective time of the Merger, the holders of HVWC’s 1,620 issued and outstanding shares of common stock became entitled to receive an aggregate of 300,445 shares of the Company’s common stock in a tax-free exchange, which exchange was commenced promptly by the issuance of a letter of transmittal and related materials by Connecticut Water’s exchange agent.

~~The Avon Water Company Acquisition~~

On February 10, 2017, Connecticut Water received regulatory approval from MPUC and on April 12, 2017, Connecticut Water received regulatory approval from PURA to proceed with the transaction. The shareholders of Avon Water voted to approve the acquisition at a special meeting of Avon Water’s shareholders held on June 16, 2017.

Maine Water Land Sale

1.Ragged Mountain Mirror Lake Conservation Easement: $1,875,000; and

2.Grassy Pond ~~conservation~~Conservation Easement: $600,000.

~~On June 25, 2018, an amendment~~The first transaction regarding Mirror Lake was completed on September 27, 2018. As a result of the transaction, Maine Water has recognized $435,000 in net income in the period and has recorded a regulatory liability of $435,000 that is being refunded to customers over a one-year period, beginning January, 2019. In addition to the ~~agreement was made to extend closing~~net income recorded as a result of the ~~first~~ transaction, the Company recorded a $100,000 deferred income tax benefit due to ~~September 30, 2018, from June 30, 2018. This is also expected~~the timing difference related to ~~extend~~ the ~~second closing into 2020.~~cash refund to customers. The total net income benefit recorded by the Company for this transaction was $535,000 presented as $625,000 in gain on real estate transactions offset by $90,000 of donation deduction in the Other line item. Maine Water ~~will make~~also made a $250,000 contribution to the Land Trust ~~upon completion of~~at the ~~closing of the first easement sale.~~closing.

Connecticut Rates

On February 6, 2018, Connecticut Water filed a petition with PURA to reopen Connecticut Water’s 2010 rate case proceeding (previously reopened in 2013) ~~proceeding~~ for the limited purpose of approving a Settlement Agreement entered into by Connecticut Water and the OCC (the “Agreement”). The Agreement proposes a change in Connecticut Water’s customer rates effective for bills rendered on and after April 1, 2018 made up of the following two components: (1) the revenue requirements associated with a $36.3 million addition to rate base to reflect necessary upgrades to Connecticut Water’s Rockville Water Treatment Plant; and (2) the folding in to base rates of the Company’s present WICA surcharges. In addition, the Agreement provides that:


1.	Upon implementation of new rates under the Agreement, until such time as new rates are adopted in a general rate case, through a temporary modification of the earnings sharing mechanism, Connecticut Water customers will receive one hundred percent of any earnings in excess of levels allowed by law rather than limiting such customer credits to 50% as contemplated by applicable law;


2.	Connecticut Water agrees it will not file for a general increase of Connecticut Water’s base rates to be effective before January 1, 2020;


3.	The pending proceeding initiated by PURA in Docket No. 09-12-11RE03, Application of The Connecticut Water Company for Amended Rates – Federal Tax Cuts and Jobs Act shall be closed; and


4.	Connecticut Water shall continue to make investments in infrastructure replacement consistent with its approved WICA plan. Connecticut Water shall be allowed to continue to pursue recovery of eligible projects through ~~WICA.~~WICA and apply WRA charges as authorized.

The Agreement provides that, if PURA does not fully approve the Agreement in its entirety, it shall be deemed withdrawn. Accordingly, the Agreement has no operative effect unless and until it is approved by PURA. No assurance can be given that PURA will approve the Agreement and permit some or all of the terms contained in the Agreement requested by the parties. PURA has agreed to the request to reopen the rate proceeding.On August 15, 2018, PURA issued a ~~Proposed Final Decision on July 6, 2018~~final decision that ~~rejected~~accepted the ~~Settlement Agreement, due~~conditions of a revised settlement agreement. The primary facets of the revised settlement agreement were the revenue requirements associated with the Rockville Water Treatment Plant, discussed above, and the folding of previously approved WICA surcharges into base rates, which reset Connecticut Water’s WICA to zero and resolution of the ~~proposed treatment of income tax expense resulting from~~Company’s obligations related to the Tax Act. ~~The Company and the Office~~New rates were effective as of Consumer Council each filed written exceptions to the draft decision and a hearing was held on a revised settlement agreement submitted from both parties that would include an adjustment to reflect the impacts of the Tax Act but at a lower dollar amount than recommended in the PURA draft decision. A final decision is anticipated from PURA in August with implementation of new rates to immediately follow.April 1, 2018.

regulatory asset or liability, for later collection from or crediting to customers the amount by which actual revenues deviate from the revenues allowed in the most recent general rate proceedings, including WICA proceedings. Additionally, projects eligible for WICA surcharges were expanded to include energy conservation projects, improvements required to comply with streamflow regulations, and improvements to certain acquired systems.

Connecticut ~~Water~~Water’s and HVWC’s allowed revenues for the six months ended June 30, ~~2018,~~2019, as approved by PURA during each company’s most recent general rate case and including subsequently approved WICA surcharges, are approximately ~~$38.7~~$43.8 million. Through normal billing for the six months ended June 30, ~~2018,~~2019, revenue for Connecticut Water and HVWC would have been approximately ~~$35.2~~$39.4 million had the WRA not been implemented. As a result of the implementation of the WRA, Connecticut Water and HVWC recorded ~~$3.5~~$4.4 million in additional revenue for the six months ended June 30, ~~2018. Avon~~2019. For the same period in 2018, the Connecticut Water ~~does not currently use the~~and HVWC recognized $3.5 million in WRA ~~mechanism.~~revenues. Avon Water does not currently have PURA approval to apply the WRA surcharge to ~~their~~its customers’ ~~bills.~~bills and, therefore, does not currently use the WRA mechanism.

Maine Rates

Critical Accounting Policies and Estimates

The Company maintains its accounting records in accordance with accounting principles generally accepted in the United States of America and as directed by the PURA and the MPUC, to which the Company’s regulated water utility subsidiaries are subject. Significant accounting policies employed by the Company, including the use of estimates, were presented in the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018.

Critical accounting policies are those that are the most important to the presentation of the Company’s financial condition and results of operations. The application of such accounting policies requires management’s most difficult, subjective, and complex judgments and involves uncertainties and assumptions. The Company’s most critical accounting policies pertain to public utility regulation related to ASC 980 “Regulated Operations”, revenue recognition (including the WRA), goodwill impairment, accounting for leases, income taxes and accounting for pension and other post-retirement benefit plans. Each of these accounting policies and the application of critical accounting policies and estimates were discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018.

Management must use informed judgments and best estimates to properly apply these critical accounting policies. Because of the uncertainty in these estimates, actual results could differ from estimates used in applying the critical accounting policies. The Company is not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect its financial condition or results of operations.

Outlook

The following modifies and updates the “Outlook” section of the Company’s ~~2017~~2018 Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018.

The Company’s earnings and profitability are primarily dependent upon the sale and distribution of water. The water revenues of Maine Water and Avon Water can be dependent on seasonal weather fluctuations, particularly during the summer months when water demand will vary with rainfall and temperature levels. This risk has been mitigated by Connecticut Water and HVWC with the implementation of the WRA. The Company’s earnings and profitability in future years will also depend upon a number of other factors, such as the ability to control our operating costs, customer growth in the Company’s core regulated water utility businesses, growth in revenues attributable to non-water sales operations, availability and desirability of land no longer needed for water delivery for land sales, and the timing and adequacy of rate relief when requested, from time to time, by our regulated water companies.

The Company expects Net Income from its Water Operations segment to decrease in ~~2018~~2019 over ~~2017~~2018 levels, primarily due to the costs associated with the merger with SJW. Partially offsetting these costs, the Company expects ~~accretive effects of the HVWC acquisition, completed on February 27, 2017, and the Avon Water acquisition, completed on July 1, 2017, and~~ revenue increases resulting from the ~~recently issued Biddeford~~settlement agreement between Connecticut Water and ~~Saco rate decision and increased surcharges related~~Connecticut’s OCC approved by PURA during 2018, revenue increases due to the utilization of WISC in Maine and WICA in ~~Connecticut.~~Connecticut, continued cost containment efforts, and modest growth in its Services and Rentals segment.

The Company believes that the factors described above and those described in detail under the heading “Commitments and Contingencies” below may have significant impact, either alone or in the aggregate, on the Company’s earnings and profitability in fiscal years ~~2018~~2019 and beyond. Please also review carefully the risks and uncertainties described in the sections

entitled Item 1A – Risk Factors, “Commitments and Contingencies” in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018 and the risks and uncertainties described in the “Forward-Looking Information” section below.

Our Use of Non-GAAP Financial Measures

We consider Adjusted Net Income as a key business metric, which is a Non-GAAP financial measure.

We define Adjusted Net Income as Net Income excluding certain material items outside of normal business operations. For this Non-GAAP financial measure, we consider these items to be expenses related to mergers and acquisitions, including any short-term borrowing costs. This includes costs incurred in 2019 and 2018 for the proposed merger with SJW.

Adjusted Net Income is a supplemental financial measure used by us and by external users of our financial statements and is considered to be an indicator of the operational strength and performance of our business. Adjusted Net Income allows us to assess our performance without regard to the impact of matters that we do not consider indicative of the operating performance of our business.

We use Adjusted Net Income to facilitate a comparison of our operating performance on a consistent basis from period to period that, when viewed in combination with our results prepared in accordance with GAAP, provides a more complete understanding of factors and trends affecting our business. We believe Adjusted Net Income assists our Board of Directors, management and investors in comparing our operating performance on a consistent basis from period to period because the measure removes the impact of certain material items outside of normal business operations (such as the costs incurred for the proposed merger with SJW) from our operating results.

Despite the importance of this Non-GAAP financial measure in analyzing our business, measuring and determining incentive compensation and otherwise evaluating our operating performance, Adjusted Net Income is not a measurement of financial performance under GAAP, may have limitations as an analytical tool and should not be considered in isolation from, or as an alternative to, Net Income or any other measure of our performance derived in accordance with GAAP. Adjusted Net Income is not a measure of profitability under GAAP.

We also urge you to review the reconciliation of this Non-GAAP financial measure included in the Results of Operations section of this Quarterly Report. To properly and prudently evaluate our business, we encourage you to review the Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report and to not rely on any single financial measure to evaluate our business. In addition, because the Adjusted Net Income measure is susceptible to varying calculations, such Non-GAAP financial measures may differ from, and may therefore not be comparable to, similarly titled measures used by other companies.

Results of Operations

Three months ended June 30

Net Income for the three months ended June 30, ~~2018 decreased~~2019 increased from the same period in the prior year by ~~$3,689,000~~$1,057,000 to ~~$4,729,000.~~$5,786,000. Earnings per basic average common share were ~~$0.39~~$0.48 and ~~$0.75~~$0.39 during the three months ended June 30, 2019 and 2018, ~~and 2017,~~ respectively. ~~The primary driver for the decrease in Net Income was the approximately $2.4 million in after-tax costs associated with the announced merger with SJW.~~

This ~~decrease~~increase is broken down by business segment as follows (in thousands):


Business Segment	June 30, 2018		June 30, 2017		Increase/(Decrease)			June 30, 2019		June 30, 2018		Increase/(Decrease)
Water Operations	$	4,297	$	8,086	$	(3,789	)	$	5,371	$	4,297	$	1,074
Real Estate Transactions	—		—		—			11		—		11
Services and Rentals	432		332		100			404		432		(28		)
Total	$	4,729	$	8,418	$	(3,689	)	$	5,786	$	4,729	$	1,057

~~The~~Adjusted Net Income ~~from Water Operations~~

Adjusted Net Income for the three months ended June 30, ~~2017 were impacted positively by a partial reversal of previously established tax provisions. During~~2019 and 2018 was as follows (in follows):



	2019		2018		Increase (Decrease)
Net Income (Loss)	$	5,786	$	4,729	$	1,057
Merger and Acquisition Costs	2,171		2,391		(220		)
Financing Costs	105		28		77
Adjusted Net Income	$	8,062	$	7,148	$	914

Non-GAAP Adjusted Net Income for the three months ended June 30, ~~2017, new information caused~~2019 increased from the Company to undertake a review of its provision recorded associated with the repair deduction. While the Company maintains the belief that the deduction taken on its tax return is appropriate, the methodology for determining the deduction has not been agreed to by the taxing authorities. During the Company’s review of the position through the quarter ended June 30, 2017, the impact of new information on Connecticut Water caused management to reassess the previously recorded provision. The reassessment resultedsame period in the ~~reversal~~prior year by $914,000.

See “Our Use of Non-GAAP Financial Measures” for a ~~portion~~discussion of ~~the provision in the amount~~our use of ~~$2,445,000.~~Non-GAAP Adjusted Net Income.

Revenue

Revenue from our regulated customers increased by ~~$2,002,000,~~$760,000, or ~~7.2%~~2.5%, to ~~$29,904,000~~$30,664,000 for the three months ended June 30, ~~2018~~2019 when compared to the same period in ~~2017. Approximately $1,072,000 of~~2018. The primary cause in the increase in revenues ~~was related to the acquisition of Avon Water on July 1, 2017. Excluding the impact of Avon Water, the Company saw an approximate $930,000 increase in revenues primarily~~ related to increased ~~WICA and WISC surcharges, as well as the increase in~~ rates ~~effective December 1, 2017, in the Biddeford and Saco division of Maine~~at Connecticut Water.

Operation and Maintenance Expense

Operation and Maintenance (“O&M”) expense increased by ~~$1,304,000,~~$83,000, or ~~11.4%~~0.7%, for the three months ended June 30, ~~2018~~2019 when compared to the same period of 2017. The major reason for the increase was the impact on O&M expense related to the acquisition of Avon Water during 2017, which contributed $577,000 to the increase in O&M expense during the period. Note that HVWC was owned by the Company in the second quarter of both 2018 and 2017 and has therefore been included in the June 30, 2018 and the June 30, 2017 columns below.2018. The following table presents the components of O&M expense for the three months ending June 30, ~~2018~~2019 and ~~2017, both including and excluding the impact of the Avon Water acquisition on July 1, 2017,~~2018 (in thousands):


Expense Components	June 30, 2018		June 30, 2017		Increase / (Decrease)			Avon Water O&M Impact			Adjusted Increase/(Decrease)			June 30, 2019		June 30, 2018		Increase / (Decrease)
Payroll	$	4,680	$	4,103	$	577		$	234		$	343
Medical	832		522		310			2			308
Maintenance	1,117		881		236			63			173			$	1,305	$	1,117	$	188
Outside services	1,129		899		230			68			162			1,297		1,129		168
Water treatment (including chemicals)	745		633		112			37			75
Post-retirement medical	82		13		69			—			69
Pension														466		344		122
Customer														427		308		119
Vehicles	526		466		60			—			60			620		526		94
Utility costs	1,135		1,006		129			73			56			1,198		1,135		63
Purchased water	358		385		(27		)	16			(43		)	384		358		26
Customer	308		386		(78		)	11			(89		)
Pension	344		450		(106		)	—			(106		)
Investor relations	141		251		(110		)	—			(110		)
Other benefits	293		454		(161		)	(17		)	(144		)
Property and liability insurance														396		434		(38		)
Post-retirement Medical														25		82		(57		)
Water treatment (including chemicals)														684		745		(61		)
Medical														719		832		(113		)
Payroll														4,369		4,680		(311		)
Other	1,030		967		63			90			(27		)	913		1,030		(117		)
Total	$	12,720	$	11,416	$	1,304		$	577		$	727		$	12,803	$	12,720	$	83

The ~~increase~~changes in ~~O&M expenses excluding~~individual items are described below:

Maintenance costs increased primarily due to work surrounding the ~~O&M impact of the acquisition of Avon Water, was approximately $727,000, or approximately 6.4%,~~Company’s IT infrastructure;

Costs associated with Outside services increased in the three months ended June 30, ~~2018 when compared to the same period in 2017. The changes in individual items, excluding the impact of HVWC and Avon Water, are described below:~~

Payroll costs increased primarily due to more employee time being charged to capital projects in 2017 than in 2018, and therefore less to O&M expense, and higher wages paid in the three months ended June 30, 20182019 compared to the three months ended June 30, ~~2017;~~2018 primarily due to higher usage of consultants and temporary labor during 2019 when compared to 2018;

~~Medical~~Customer costs increased in ~~three months~~the quarter ended June 30, ~~2018 compared~~2019 relative to the ~~three months ended June 30, 2017~~same period in 2018. The primary reason for this increase was higher uncollectible accounts and increased postage costs in our customer communications; and

Utility costs increased from 2018 to 2019 primarily due to an increase in ~~costs associated with claims filed by employees and their families and the costs associated with the administration of the Company’s medical plans;~~

~~Outside services increased primarily as a result of higher non-merger related consulting and auditing fees in the three months ended June 30, 2018 when compared to the same period in 2017; and~~

~~Utility costs increased in the period primarily due to an increase in communication and electrical~~telecommunication costs, partially offset by a decrease in ~~fuel oil~~power costs.

The increases described above were partially offset by the following decreases to O&M expense:

~~Other benefits increased~~Payroll decreased in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to ~~lower costs associated with stock awards granted to certain named executives as well as~~ an increase in ~~capitalized benefits, which reduces O&M expense;~~time charged to capital projects by employees, partially offset by regular wage increases;

~~Investor relations~~Medical costs decreased ~~due to lower costs associated with directors fees, primarily due to timing, and a reduction in costs associated with the Company’s transfer agent;~~

~~Overall, Pension and Post-retirement benefit costs increased~~ in the ~~period~~three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to a decrease in discount rates; however, due to the application of ASU 2017-07, which requires that a portion of these costs are moved out of O&M expense to the “Other” line in the Consolidated Statements of Net Income, the amount reclassified out of O&M expense in 2017 was greater than the corresponding amount in 2018, causingmedical claims filed by our employees and a decrease in the ~~Pension and an increase Post-retirement medical lines of O&M expense; and~~costs associated with administering the plan;

~~Customer~~During the three months ended June 30, 2019, the Company saw a decrease in treatment costs ~~decreased~~compared to the same period in 2018, primarily due to a reduction in ~~uncollectible accounts~~work related to tree removal and other periodic grounds upkeep at treatment facilities. Partially offsetting these decreases were an increase in the chemicals used in the treatment process as well as costs associated with laboratory testing; and

Property and liability insurance decreased in the period ended June 30, 2019 when compared to the same period in 2018 primarily due to a ~~voluntary water conservation program that rewards customers for reducing their consumption~~reduction in premiums charged by ~~10%.~~our insurers.

The Company saw an approximate ~~$376,000,~~$535,000, or ~~9.4%~~12.3%, increase in its Depreciation expense for the three months ended June 30, ~~2018~~2019 compared to the same period in ~~2017. Of this increase, approximately $265,000 was attributable to the acquisition of Avon Water on July 1, 2017.~~2018. The ~~remaining~~ increase was primarily due to higher Utility Plant in Service as of June 30, ~~2018~~2019 compared to June 30, ~~2017,~~2018, driven by ~~the completion of a large treatment plant in Connecticut in the second quarter of 2017 and~~ continued spending on WICA and WISC projects in Connecticut and Maine, respectively.

The Company ~~incurred $627,000~~had a $328,000 decrease in above-the-line Income ~~Taxes~~Tax expense in the three months ended June 30, ~~2018~~2019 compared to ~~a $624,000 benefit in~~ the same period of ~~2017.~~2018. The ~~primary reason~~Company’s effective income tax rate for ~~the change in~~ the three months ended June 30, ~~2017~~2019 and 2018 was ~~the~~3.3% and 10.7%, respectively. The Company’s ~~review of the provision~~effective tax rate, excluding discrete items recorded related to tangible property regulations through the quarter ended June 30, 2017. New information caused management to change its previously estimated reserve for uncertain tax positions related to the adoption of the tangible property regulation. This change in estimate resulted in the reversal of a portion of the provision in the amount of $2,445,000 induring the three months ended June 30, ~~2017. Additionally, Income Tax expense~~2019 and 2018, was 4.0% and (6.8)%, respectively. In 2019, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut, and amortizations of accumulated excess deferred taxes. In 2018, these discrete items include adjustments related to uncertain tax positions for the repair deduction in Connecticut and purchase accounting adjustments to goodwill. Excluding discrete items, there was a decrease in the effective tax rate year over year for the three month period of approximately ~~$343,000 related~~10.8%. The decrease in the effective tax rate for this period can be attributed to ~~the impact of the Avon Water acquisition.~~a higher performance stock deduction in 2018 than in 2019.

Other Income (Deductions), Net of Taxes ~~decreased~~increased for the three months ended June 30, ~~2018~~2019 by ~~$1,935,000.~~$1,326,000. The primary driver of this ~~decrease~~increase was the accounting treatment of certain portions of the costs associated with benefit plans offered to employees. Additionally, after-tax costs associated with the announced merger with SJW, which were $2,171,000 and $2,391,000 in the ~~quarter~~quarters ending June 30, 2018. Additionally, the Company saw a decrease in AFUDC due to the completion of a large treatment plant in the second quarter of 2017. Partially offsetting these decreases was an increase in Non-Water Sales earnings during the three months ended June 30, 2018.2019 and 2018, respectively.

Total Interest and Debt Expense increased by ~~$742,000~~$541,000 in the three months ended June 30, ~~2018~~2019 when compared to the same period in ~~2017. Of this increase, approximately $64,000 was attributable to the acquisition of Avon Water.~~2018. The ~~remaining~~ increase was primarily due to ~~higher debt balances outstanding and~~ increased borrowing under our lines of credit and higher debt balances outstanding, including recent debt issuances in Maine, at June 30, ~~2018~~2019 when compared to June 30, ~~2017 and the aforementioned completion of a large treatment plant in the second quarter of 2017 resulting in lower capitalized interest costs in~~ 2018.

Six months ended June 30

Net Income for the six months ended June 30, ~~2018 decreased~~2019 increased from the same period in the prior year by ~~$8,984,000~~$4,522,000 to ~~$3,502,000.~~$8,024,000. Earnings per basic average common share ~~decreased~~increased by ~~$0.82~~$0.38 to ~~$0.29~~$0.67 during the six months ended June 30, 2018 primarily due to increased costs associated with the merger with SJW in 2018 and tax benefits recognized in 2017 as a result of a reversal of tax provisions related to tangible property tax regulations.2019.

This ~~decrease~~increase in Net Income is broken down by business segment as follows (in thousands):


Business Segment	June 30, 2018		June 30, 2017		Increase/(Decrease)			June 30, 2019		June 30, 2018		Increase/(Decrease)
Water Operations	$	2,674	$	11,863	$	(9,189	)	$	7,111	$	2,674	$	4,437
Real Estate Transactions	—		33		(33		)	23		—		23
Services and Rentals	828		590		238			890		828		62
Total	$	3,502	$	12,486	$	(8,984	)	$	8,024	$	3,502	$	4,522

~~The~~Adjusted Net Income ~~from Water Operations~~

Adjusted Net Income for the six months ended June 30, ~~2017 were impacted positively by a partial reversal of previously established tax provisions~~2019 and ~~a non-recurring expense reduction, respectively. During~~2018 was as follows (in thousands):



	2019		2018		Increase/(Decrease)
Net Income	$	8,024	$	3,502	$	4,522
Merger and Acquisition Costs	3,096		5,652		(2,556		)
Financing Costs	204		34		170
Adjusted Net Income	$	11,324	$	9,188	$	2,136

Non-GAAP Adjusted Net Income for the six months ended June 30, ~~2017, new information caused~~2019 increased from the Company to undertake a review of its provision recorded associated with the repair deduction. While the Company maintains the belief that the deduction taken on its tax return is appropriate, the methodology for determining the deduction has not been agreed to by the taxing authorities. During the Company’s review of the position through the quarter ended March 31, 2017, new information caused management to reassess the previously recorded provision. This reassessment resultedsame period in the ~~reversal~~prior year by $2,136,000.

See “Our Use of a portion of the provision related to the Maine subsidiary, in the amount of $1,164,000 in the first quarter of 2017. During the Company’s review of the position through the quarter ended June 30, 2017, the impact of new information on Connecticut Water caused management to reassess the previously recorded provision. The reassessment resulted in the reversal of a portion of the provision in the amount of $2,445,000,Non-GAAP Financial Measures” for a ~~total reversal~~discussion of ~~$3,609,000 during the six months ended June 30, 2017.~~our use of Non-GAAP Adjusted Net Income.

Revenue

Revenue from our regulated customers increased by ~~$4,392,000,~~$2,153,000, or ~~8.7%~~3.9%, to ~~$54,757,000~~$56,910,000 for the six months ended June 30, ~~2018~~2019 when compared to the same period in ~~2017. Approximately $2,702,000 of~~2018. The primary cause in the increase in revenues ~~was~~is related to ~~the acquisitions of HVWC~~increased rates at Connecticut Water, and ~~Avon Water on February 27, 2017 and July 1, 2017, respectively. The primary driver for the remaining increase was the use of the~~ higher WISC ~~and WICA~~ surcharges in ~~Maine and Connecticut, respectively, as well as the increase in rates, effective December 1, 2017, in the Biddeford and Saco division of Maine Water during the six months ended June 30, 2018.~~Maine.

Operation and Maintenance Expense

O&M expense ~~increased~~decreased by ~~$3,321,000,~~$15,000, or ~~14.8%~~0.1%, for the six months ended June 30, ~~2018~~2019 when compared to the same period of 2017, including the impact of O&M expense incurred after the acquisitions of HVWC and Avon Water on February 27, 2017 and July 1, 2017, respectively, which contributed $1,781,000 of incremental O&M expense during the period.2018. The following table presents the components of O&M expense for the six months ended June 30, ~~2018~~2019 and ~~2017, both including and excluding the impact of the HVWC and Avon Water acquisitions~~2018 (in thousands):


Expense Components	June 30, 2018		June 30, 2017		Increase / (Decrease)			HVWC and Avon Water O&M Impact		Adjusted Increase/(Decrease)			June 30, 2019		June 30, 2018		Increase / (Decrease)
Payroll													$	8,857	$	9,174	$	(317	)
Property and liability insurance													796		947		(151		)
Investor relations													298		432		(134		)
Medical	$	1,878	$	1,375	$	503		$	29	$	474		1,806		1,878		(72		)
Payroll	9,174		8,098		1,076			637		439
Purchased water													654		715		(61		)
Post-retirement medical													116		165		(49		)
Pension													838		873		(35		)
Water treatment (including chemicals)													1,359		1,393		(34		)
Outside services	2,097		1,639		458			88		370			2,168		2,097		71
Utility costs													2,556		2,390		166
Vehicles													1,158		960		198
Other benefits													808		590		218
Maintenance	2,125		1,715		410			160		250			2,347		2,125		222
Utility costs	2,390		2,041		349			260		89
Property and liability insurance	947		759		188			101		87
Water treatment (including chemicals)	1,393		1,211		182			100		82
Vehicles	960		872		88			9		79
Customer	823		741		82			37		45
Investor relations	432		453		(21		)	—		(21		)
Pension	873		967		(94		)	—		(94		)
Post-retirement medical	165		279		(114		)	—		(114		)
Other benefits	590		774		(184		)	80		(264		)
Other	1,893		1,495		398			280		118			1,964		2,001		(37		)
Total	$	25,740	$	22,419	$	3,321		$	1,781	$	1,540		$	25,725	$	25,740	$	(15	)

The ~~increase~~changes in ~~O&M expenses excluding the incremental expense as a result of the acquisitions of HVWC and Avon Water, was approximately $1,540,000, or approximately 6.9%,~~individual items are described below:

Payroll decreased in the six months ended June 30, ~~2018 when compared to the same period in 2017. The changes in individual items, excluding the impact of HVWC and Avon Water, are described below:~~

~~Medical costs increased in the six months ended ending June 30, 2018~~2019 compared to the six months ended June 30, ~~2017~~2018 primarily due to an increase in ~~costs associated with claims filed by employees and their families and the costs associated with the administration of the Company’s medical plans;~~

~~Payroll costs increased primarily due to more employee~~ time ~~being~~ charged to capital projects ~~in 2017 than in 2018,~~by employees, partially offset by regular wage increases;

Property and ~~therefore less time to O&M expense, and higher wages~~liability insurance decreased in the six months ended June 30, 2019 when compared to the same period in 2018 primarily due to a reduction in premiums charged by our insurers;

Investor relations costs decreased in the six months ended June 30, 2019 compared to the same period in 2018 primarily due to a decrease in directors’ fees, and other director-related expenses;

Medical costs decreased in the six months ended June 30, 2019 compared to the six months ended June 30, ~~2017;~~2018 primarily due to a decrease in medical claims filed by our employees and a decrease in the costs associated with administering the plan; and

~~The increase~~

Pension and post-retirement medical costs decreased in ~~Outside services was~~the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily due to an increase in the ~~use of non-merger related consultants~~discount rates used to determine each plan’s expense and ~~temporary labor during the six months ended June 30, 2018 when compared to the same period in 2017, partially offset by a reduction in non-merger related legal costs;~~liability.

~~Utility costs increased in the period primarily due to an increase in electrical costs, partially offset by a decrease in fuel oil costs;~~

~~Property and liability costs increased due to higher premiums on the Company’s insurance coverage stemming from the growth in insurable assets; and~~

Customer costs increased primarily due to increased customer communications as well as an increase in uncollectible accounts. These increases were partially offset by a decrease in costs associated with a voluntary water conservation program that rewards customers for reducing their consumption by 10%.

The ~~increases~~decreases described above were partially offset by the following ~~decreases~~increases to O&M expense:

~~Other benefits decreased~~Maintenance costs increased primarily due to ~~lower~~work surrounding the Company’s IT infrastructure;

Other benefits costs ~~associated with stock awards granted~~increased in the six months ended June 30, 2019 compared to ~~certain named executives as well as an increase in capitalized benefits, which reduces O&M expense;~~

~~Post-retirement medical costs decreased~~the six months ended June 30, 2018 primarily due to ~~a regulatory asset established by the PURA that was fully depreciated during 2017; and~~

~~Investor relations decreased due to lower costs associated with directors fees and a reduction in~~higher costs associated with the ~~Company’s transfer agent.~~performance awards program of officers and other senior leaders in the Company;

Utility costs increased in the six months ended June 30, 2019 relative to the same period in 2018. The primary reason for this increase were higher electricity costs and certain communication costs; and

Costs associated with Outside services increased in the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily due to higher auditing fees during 2019 when compared to 2018 and modest increases in the use of temporary labor and consultants during the period.

The Company saw an approximate ~~$1,389,000,~~$647,000, or ~~18.1%~~7.1%, increase in its Depreciation expense from the six months ended June 30, ~~2018~~2019 compared to the same period in ~~2017. Of this increase, approximately $607,000 was attributable to the acquisitions of HVWC and Avon Water.~~2018. The ~~remaining~~ increase was primarily due to higher Utility Plant in Service as of June 30, ~~2018~~2019 compared to June 30, ~~2017~~2018 driven by ~~the completion of a large treatment plant in Connecticut in the second quarter of 2017 and~~ continued spending on WICA and WISC projects in Connecticut and Maine, respectively.

The Company ~~recorded an~~had $109,000 decrease in above-the-line Income Tax expense in the six months ended June 30, 2019 compared to the same period of ~~$620,000~~2018. The Company’s effective income tax rate for the six months ended June 30, 2019 and 2018 ~~compared to $814,000 of an above-the-line benefit in the same period of 2017.~~was 3.8% and 11.7%, respectively. The ~~primary reasons for the change in~~Company’s effective tax rate, excluding discrete items recorded during the six months ended June 30, ~~2017 were~~2019 and 2018, was 5.1% and (18.0)%, respectively. In 2019, these discrete items ~~including~~include adjustments related to uncertain tax positions for the repair deduction in ~~both~~ Connecticut, and ~~Maine. Partially offsetting this increase was approximately $577,000~~amortizations of ~~Income Tax expense~~accumulated excess deferred taxes. In 2018, these discrete items include adjustments related to ~~HVWC~~uncertain tax positions for the repair deduction in Connecticut, purchase accounting adjustments to goodwill, an IRS audit adjustment, and ~~Avon Water~~adjustments required under the Tax Act. Excluding discrete items, there was a increase in the effective tax rate year over year for the six month period of approximately 23.1%. The increase in the effective tax rate for this period can be attributed to a higher performance stock deduction in 2018 than in 2019.

Other (Deductions) Income, Net of Taxes increased for the six months ended June 30, ~~2018.~~

~~Other Income (Deductions), Net~~2019 by $4,526,000. The primary driver of ~~Taxes decreased for~~this increase was after-tax costs associated with the announced merger with SJW, which were $3,096,000 and $5,652,000 in the six months ended June 30, 2019 and 2018, by $5,478,000. The primary driver of this decrease was an increase in costs associated with the announced SJW merger. Additionally, the Company saw a decrease in AFUDC due to the completion of a large treatment plant in the second quarter of 2017.respectively. Partially offsetting these ~~increase~~decreases in Other (Deductions) Income, ~~(Deductions),~~ the Company saw an increase in net income from the Company’s Service and Rentals ~~segment~~and Real Estate segments during the six months ended June 30, ~~2018.~~2019.

Total Interest and Debt Expense increased by ~~$1,521,000~~$1,133,000 in the six months ended June 30, ~~2018~~2019 when compared to the same period in ~~2017. Of this increase, approximately $152,000 was attributable to the acquisition of Avon Water.~~2018. The ~~remaining~~ increase was primarily due to ~~higher debt balances outstanding and~~ increased borrowing under our lines of credit and higher debt balances outstanding at June 30, ~~2018~~2019 when compared to June 30, ~~2017.~~2018.

Liquidity and Capital Resources

The Company is not aware of demands, events, or uncertainties that will result in a decrease of liquidity or a material change in the mix or relative cost of its capital resources, other than those outlined below.

Borrowing Facilities

As of June 30, ~~2018,~~2019, the Company maintained a $15.0 million line of credit agreement with CoBank, ~~that~~which is currently scheduled to expire on July 1, 2020. The Company ~~maintained~~maintains an additional line of credit of ~~$45.0~~$75.0 million with Citizens Bank, N.A. (“Citizens”), with an expiration date of ~~April 25, 2021.~~December 14, 2023. Additionally, Avon Water ~~maintains~~maintained a $3.0 million line of credit with Northwest Community Bank, ~~with an expiration date of~~which expired on September 30, ~~2018.~~2018, at which point it converted to other short-term debt and was paid off in full in February 2019. As of June 30, ~~2018,~~2019, the total lines of credit available to the Company were ~~$63.0~~$90.0 million. As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the Company had ~~$42.9~~$74.6 million and ~~$19.3~~$54.2 million respectively, of Interim Bank Loans ~~Payable.~~Payable and Other Short-Term Debt. As of June 30, ~~2018,~~2019, the Company had ~~$20.1~~$15.4 million in unused lines of credit. Interest expense charged on lines of credit will fluctuate based on market interest rates.

in the ~~Third~~Fourth Promissory Note issued pursuant to the ~~Company’s Master Loan~~ Agreement, CoBank agreed to make an unsecured loan (the “Loan”) to Maine Water in the principal amount of ~~$5,000,000~~$8,000,000 at ~~4.18%~~5.51%, due December 30, ~~2026.~~2043. The proceeds of the above described Loan ~~will be~~from CoBank were used to ~~finance new capital expenditures and~~ refinance existing debt ~~owed~~and to ~~the Company, incurred in connection with general water system improvements.~~finance certain capital expenditures.

Credit Rating

In January ~~2018,~~2019, Standard & Poor’s Rating Services (“S&P”) ~~affirmed~~reduced its ‘A’ corporate credit rating on the ~~Company.~~Company to ‘A-’ based on S&P’s uncertainty surrounding the Company's potential merger with SJW, including the increased likelihood that the pending transaction may not close as expected. Also contributing to the revised rating was the Company’s elevated capital spending, regulatory lag and temporarily increased merger costs and the impact these factors are expected to have on certain financial measures. Additionally, S&P revised the Company’s ratings outlook asto stable from negative due to their view that the ~~recently revised corporate tax code could potentially strain cash flows if our regulators determine a reduction~~Company will continue to effectively manage regulatory risk in ~~revenue requirements is appropriate~~key jurisdictions, including in Connecticut and ~~a potential weakening of consolidated financial measures due to our growth strategy and high capital spending requirements.~~in Maine.

Stock Plans

The Company offers a dividend reinvestment and stock purchase plan (“DRIP”) for all registered shareholders and for the customers and employees of our regulated water companies, whereby participants can opt to have cash dividends directly reinvested into additional shares of the Company. In August 2011, the Board of Directors approved amendments to the DRIP (effective as of January 1, 2012) that permit the Company to add, at the Company’s discretion, an “up to 5.00% purchase price discount” feature to the DRIP which is intended to encourage greater shareholder, customer and employee participation in the DRIP. In August 2014, the Board of Directors approved further amendments to the DRIP to reflect the Company’s appointment of a new common stock transfer agent. On August 11, 2017, the Board of Directors approved a Third Amended and Restated DRIP which expanded the class of participants to include any persons other than registered shareholders, customers and employees described above, upon an initial minimum purchase of $500. The DRIP was also amended to add 129,000 additional shares to the DRIP’s share reserve and to revise certain monthly and quarterly share purchase requirements. During the six months ended June 30, ~~2018~~2019 and ~~2017~~2018, plan participants invested ~~$722,000~~$571,000 and ~~$692,000,~~$722,000, respectively, in additional shares as part of the DRIP.

~~2018~~2019 Construction Budget

The Board of Directors approved a ~~$66.2~~$85.7 million construction budget for ~~2018,~~2019, net of amounts to be financed by customer advances and contributions in aid of construction. The Company will fund the capital budget through a combination of its internally generated funds, borrowing under its available lines of credit and potential new debt issuances by both Connecticut Water and Maine Water in ~~2018.~~2019.

As the Company looks forward to the remainder of ~~2018~~2019 and ~~2019,~~2020, it anticipates continued reinvestment to replace aging infrastructure and to seek recovery of these costs through periodic WICA and WISC applications. The total cost of that investment may exceed the amount of internally generated funds. The Company expects to rely upon its internally generated funds and short-term borrowing facilities and ~~proceeds from a potential~~new debt ~~issuance during~~issuances over the ~~remainder of 2018.~~next 12-24 months.

Commitments and Contingencies

The Company ~~remains subject~~is currently engaged in an analysis to ~~examination by federal~~determine the amount of expenditures related to tangible property that will be reflected on its 2018 Federal Tax Return to be filed in October 2019. In addition, the Company has estimated the portion of its infrastructure investment that will qualify as a repair deduction for 2019 and ~~state~~has reflected that deduction in its effective tax ~~authorities~~rate, net of any reserves. Consistent with other differences between book and tax expenditures, the Company is required to use the flow-through method to account for ~~the 2014 through 2016 tax years. On April 26, 2017, Avon Water was notified~~any timing differences not required by the IRS ~~that its stand-alone Federal tax filing for 2015 was selected~~ to be reviewed beginning in the second quarter of 2017 and the audit has since been expanded to include the 2016 standalone tax year. On March 20, 2018, Avon Water received a notice of adjustment from the IRS related to the Federal tax audit for the tax years ended December 31, 2015 and 2016. As a result, a reduction in the net operating loss carryover of $56,000 was recorded during the six months ended June 30, 2018.normalized.

There were no material changes under this subheading to any of the other items previously disclosed by the Company in its Annual Report on Form 10-K for the year December 31, ~~2017.~~2018.

Forward-Looking Information

Certain statements made in this Quarterly Report on Form 10-Q, (“10-Q”) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) that are made based upon, among other things, our current assumptions, expectations and beliefs concerning future developments and their potential effect on us. These forward-looking statements involve risks, uncertainties and other factors, many of which are outside our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. In some cases you can identify forward-looking statements where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,” “continue” or the negative of such terms or similar expressions. Forward-looking statements included in this 10-Q, include, but are not limited to, statements regarding:

the proposed Merger between the Company and SJW Group, the anticipated timing of the Merger and our ability to successfully complete the Merger;

projected capital expenditures and related funding requirements;

the availability and cost of capital;

developments, trends and consolidation in the water and wastewater utility industries;

dividend payment projections;

our ability to successfully acquire and integrate regulated water and wastewater systems, as well as unregulated businesses, that are complementary to our operations and the growth of our business;

the capacity of our water supplies, water facilities and wastewater facilities;

the impact of limited geographic diversity on our exposure to unusual weather;

the impact of conservation awareness of customers and more efficient plumbing fixtures and appliances on water usage per customer;

our capability to pursue timely rate increase requests;

our authority to carry on our business without unduly burdensome restrictions;

our ability to maintain our operating costs at the lowest possible level, while providing good quality water service;

our ability to obtain fair market value for condemned assets;

the impact of fines and penalties;

changes in laws, governmental regulations and policies, including environmental, health and water quality and public utility regulations and policies;

the decisions of governmental and regulatory bodies, including decisions to raise or lower rates;

our ability to successfully extend and expand our service contract work within our Service and Rentals Segment in both Connecticut and Maine;

the development of new services and technologies by us or our competitors;

the availability of qualified personnel;

the condition of our assets;

the impact of legal proceedings;

general economic conditions;

the profitability of our Real Estate Segment, which is subject to the amount of land we have available for sale and/or donation, the demand for any available land, the continuation of the current state tax benefits relating to the donation of land for open space purposes and regulatory approval for land dispositions;

the amount of repair tax deductions and the Internal Revenue Service’s ultimate acceptance of the deduction methodology; and

acquisition-related costs and synergies.

Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to:

the risks associated with the proposed Merger between the Company and SJW Group, the anticipated timing of the Merger and our ability to successfully complete the ~~merger;~~Merger;

changes in public utility regulations and policies;

changes in general economic, business, credit and financial market conditions;

changes in environmental conditions, including those that result in water use restrictions;

the determination of what qualifies for a repair expense tax deduction;

abnormal weather conditions;

increases in energy and fuel costs;

unfavorable changes to the federal and/or state tax codes;

significant changes in, or unanticipated, capital requirements;

significant changes in our credit rating or the market price of our common stock;

our ability to integrate businesses, technologies or services which we may acquire;

our ability to manage the expansion of our business;

the continuous and reliable operation of our information technology systems, including the impact of cyber security attacks or other cyber-related events;

the extent to which we are able to develop and market new and improved services;

the continued demand by telecommunication companies for antenna site leases on our property;

the effect of the loss of major customers;

our ability to retain the services of key personnel and to hire qualified personnel as we expand;

labor disputes;

increasing difficulties in obtaining insurance and increased cost of insurance;

cost overruns relating to improvements or the expansion of our operations;

increases in the costs of goods and services;

civil disturbance or terroristic threats or acts; and

changes in accounting pronouncements.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. You should read this 10-Q, the Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017~~2018 (“10-K”) and the documents that we incorporate by reference into the 10-K completely and with the understanding that our actual future results, performance and achievements may be materially different from what we expect. These forward-looking statements represent our assumptions, expectations and beliefs only as of the date of this 10-Q. Except for our ongoing obligations to disclose certain information under the federal securities laws, we are not obligated, and assume no obligation, to update these forward-looking statements, even though our situation may change in the future. For further information or other factors which could affect our financial results and such forward-looking statements, see Part I, Item 1A“Risk Factors” found in the 10-K. We qualify all of our forward-looking statements by these cautionary statements.

Part I, Item 3: Quantitative and Qualitative Disclosure About Market Risk

The primary market risk faced by the Company is interest rate risk. The Company has no exposure to derivative financial instruments or financial instruments with significant credit risk or off-balance-sheet risks. In addition, the Company is not subject, in any material respect, to any currency or other commodity risk.

The Company is subject to the risk of fluctuating interest rates in the normal course of business. The Company’s exposure to interest fluctuations is managed at the Company and subsidiary operations levels through the use of a combination of fixed rate long-term debt, variable long-term debt and short-term variable borrowings under financing arrangements entered into by the Company and its subsidiaries. As of June 30, ~~2018,~~2019, the Company had ~~$63.0~~$90.0 million of variable rate lines of credit with two banks, under which the Company had ~~$42.9~~$74.6 million of interim bank loans payable at June 30, ~~2018~~2019.

As of June 30, ~~2018~~2019, the Company had $22.05 million of variable-rate long-term debt outstanding. Holding other variables constant, including levels of indebtedness, a one-percentage point change in interest rates would impact pre-tax earnings by approximately $0.2 million, annually. ��The Company monitors its exposure to variable rate debt and will make future financing decisions as the need arises.

Part I, Item 4: Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, ~~2018~~2019, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, ~~2018~~2019, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II, Item 1: Legal Proceedings

On June 14, 2018, ~~certain shareholders of the Company filed~~ two nearly identical ~~class-action~~putative class action complaints were filed against the members of the Board of Directors, SJW and Mr. Eric W. Thornburg (the chief executive officer and president of SJW) on behalf of the Company’s shareholders in the Connecticut Superior Court in the Judicial District of Middlesex ~~against~~under the ~~Board of Directors, SJW,~~captions Dunn v. Benoit, et al., Case No. MMX-CV18-6021536-S (Conn. Super. Ct.) and ~~Eric W. Thornburg, Chairman, President and Chief Executive Officer of SJW.~~Tillotson v. Benoit, et al., Case No. MMX-CV18-6021537-S (Conn. Super. Ct.), respectively. The complaints, as amended on September 18, 2018 and September 20 2018, respectively, allege, among other things, that (i) the members of the Board of Directors breached ~~its~~their fiduciary duties owed to the Company’s shareholders in connection with negotiating the Merger, (ii) the Company’s preliminary proxy statement, filed with the Securities and ~~that~~Exchange Commission on August 20, 2018 in respect of the special meeting of its shareholders held on November 16, 2018 in connection with the Merger, omits certain material information and (iii) SJW and Mr. Thornburg aided and abetted ~~such breaches.~~the alleged breaches by the Board of Directors. Among other remedies, the actions seek to recover rescissory and other damages and ~~attorney’s~~attorneys’ fees and costs. The ~~Company believes~~parties to these actions entered into an agreement in principle to settle and release all claims that were or could have been alleged by the ~~claims~~plaintiffs in those actions. On November 20, 2018, the plaintiffs in these ~~complaints are without merit and~~two actions filed motions seeking an award of attorneys’ fees of $1.5 million, which the Company intends to ~~vigorously defend this litigation. At this time, the Company cannot determine the likelihood that liability exists on the part of~~oppose.

On October 5, 2018, a putative class action complaint and a direct action complaint were filed against the Company and ~~we are unable~~the members of the Board of Directors in the United States District Court for the District of Connecticut under the captions Paskowitz v. Connecticut Water Service, et al., Case No. 3:18-cv-01663 (D. Conn.) and Assad v. Connecticut Water Service, et al., Case No. 3:18-cv-01664 (D. Conn.), respectively. The nearly identical complaints allege that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 by causing certain supposed misstatements or omissions to ~~provide a reasonable estimate~~be included in the October 2, 2018 definitive proxy statement filed with the Securities and Exchange Commission in respect of ~~potential loss, if any.~~the special meeting of its shareholders held on November 16, 2018 in connection with the Merger. Among other remedies, the actions seek to recover rescissory and other damages and attorneys’ fees and costs. The parties to these actions entered into an agreement in principle to settle and release all claims that were or could have been alleged by the plaintiffs in those actions. In May 2019, both of the actions were dismissed voluntarily by the plaintiffs.

We are involved in various other legal proceedings from time to time. Although the results of legal proceedings cannot be predicted with certainty, there are no pending legal proceedings to which we or any of our subsidiaries are a party or to which

any of our properties is the subject that presents a reasonable likelihood of a material adverse impact on the Company.

Part II, Item 1A: Risk Factors

~~Except as set forth in the below risk factors, information~~Information about the material risks related to our business, financial condition and results of operations for the three months ended June 30, ~~2018~~2019 does not materially differ from that set out under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018. You should carefully consider the risk factors and other information discussed in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, as well as the information provided elsewhere in this report. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair the Company’s business operations, financial condition or operating results.

We may fail to consummate the Merger, and uncertainties related to the consummation of the Merger may have a material adverse effect on our business, results of operations and financial condition and negatively impact the price of our common stock.

As previously discussed, on August 5, 2018, the Company entered into the Revised Merger Agreement with SJW and Merger Sub, a direct wholly owned subsidiary of SJW. Pursuant to the Revised Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of SJW. Subject to the terms and conditions of the Revised Merger Agreement, at the effective time of the Merger, each outstanding share of our common stock (other than certain cancelled shares) will be automatically converted into the right to receive an amount in cash equal to $70.00 per share, payable without interest. The Merger is subject to the satisfaction of a number of conditions beyond our control, including approval of the Revised Merger Agreement by the Company’s shareholders, regulatory approvals (including, without limitation, the approval of PURA and MPUC) and other customary closing conditions. The CPUC previously instituted an investigation into whether the Merger is subject to its approval and the Merger’s anticipated impacts in California. The CPUC is planning to complete its inquiry in time to allow the acquisition to go forward, if appropriate, by the end of 2018; however, there can be no assurance that the CPUC will not determine that its prior authorization is required for the Merger. There also is no assurance that the Merger and the other transactions contemplated by the Revised Merger Agreement will occur on the terms and timeline currently contemplated or at all. The conditions to the Merger could prevent or delay the completion of the Merger. In addition, the efforts to satisfy the closing conditions of the Merger, including the shareholder approval process (especially in light of the actions taken by Eversource Energy to solicit proxies from the Company’s shareholders in opposition to the Merger, as further discussed below) and the regulatory approval process, may place a significant burden on management and internal resources, and the Merger and related transactions, whether or not consummated, may result in a diversion of management’s attention from day-to-day operations and a disruption of our operations. Any significant diversion of management’s attention away from ongoing business and any difficulties encountered in the Merger process could have a material adverse effect on our business, results of operations and financial condition.

The Revised Merger Agreement also contains certain customary termination rights, including the right for each of the Company and SJW to terminate the Revised Merger Agreement if the Merger is not consummated by May 5, 2018, subject to two automatic three-month extensions up to November 5, 2019 if needed to satisfy the regulatory approvals. Upon termination of the Revised Merger Agreement under specified circumstances, including a change in the recommendation of the Board of Directors, the termination by the Company in order to accept a superior proposal with respect to an alternative transaction, or, in certain circumstances, as a result of a material breach of the Company’s non-solicitation obligations, the Company will be required to pay SJW a cash termination fee of $28.1 million. The Company may not be able to obtain the approval of its shareholders required to consummate the Merger, including in particular because some of the Company’s shareholders may be persuaded to vote against approval of the Revised Merger Agreement as a result of Eversource Energy’s actions to solicit proxies from the Company’s shareholders in opposition to the Merger, as further discussed below. If the Company’s shareholders fail to approve the Merger, then the Revised Merger Agreement will be terminated and the Company will be required to reimburse SJW’s expenses up to $5 million and may also be required to pay to SJW the termination fee of $28.1 million (less the amount of expenses reimbursed) in certain circumstances. If the proposed Merger is not completed or the Revised Merger Agreement is terminated, the price of our common stock may decline, including to the extent that the current market price of our common stock reflects an assumption that the Merger and the other transactions contemplated by the Revised Merger Agreement will be consummated without unexpected delays, which could have a material adverse effect on our business, results of operations and financial condition.

We are subject to various uncertainties and restrictions on the conduct of our business while the Merger is pending, which could have a material adverse effect on our business, results of operations and financial condition.

Uncertainty about the effect of the Merger on employees, customers, vendors, communities and other third parties who deal with us may have a material adverse effect on our business, results of operations and financial condition. These uncertainties may impair our ability to attract, retain and motivate key personnel pending the consummation of the Merger, as such personnel may experience uncertainty about their future roles following the consummation of the Merger. Additionally, these uncertainties could cause customers, vendors and other third parties who deal with us to seek to change existing business relationships with us or fail to extend an existing relationship with us, all of which could have a material adverse effect on our business, results of operations and financial condition. In addition, the Revised Merger Agreement restricts us from taking certain actions without SJW’s consent while the Merger is pending. These restrictions may, among other matters, prevent us from pursuing otherwise attractive business opportunities, buying or selling assets, making certain capital expenditures, refinancing or incurring additional indebtedness, entering into transactions or making other changes to our business prior to consummation of the Merger or termination of the Revised Merger Agreement. These restrictions and uncertainties could have a material adverse effect on our business, results of operations and financial condition.

~~We are subject to lawsuits relating to the Merger, which may impact the timing of the closing of the Merger and adversely impact our business.~~

On June 14, 2018, a putative class action complaint was filed against the members of the Board of Directors, SJW and Mr. Eric W. Thornburg (the chief executive officer and president of SJW) on behalf of the Company’s shareholders in the Connecticut Superior Court in the Judicial District of Middlesex under the caption ~~Dunn~~ v. ~~Benoit, et al~~., Case No. MMX-CV18-6021536-S (Conn. Super. Ct.). The complaint alleges that the members of the Board of Directors breached their fiduciary duties owed to the Company’s shareholders in connection with negotiating the Merger. The complaint further alleges that SJW and Mr. Thornburg aided and abetted the alleged breaches by the Board of Directors. Among other remedies, the action seeks to recover rescissory and other damages and attorneys’ fees and costs. The defendants believe this lawsuit is without merit and intend to defend vigorously against these allegations.

Also on June 14, 2018, a near-identical putative class action complaint was filed against the members of the Board of Directors, SJW and Mr. Thornburg on behalf of the Company’s shareholders in the Connecticut Superior Court in the Judicial District of Middlesex under the caption ~~Tillotson~~ v. ~~Benoit, et al~~., Case No. MMX-CV18-6021537-S (Conn. Super. Ct.). The complaint alleges that the members of the Board of Directors breached their fiduciary duties owed to the Company’s shareholders in connection with negotiating the Merger. The complaint further alleges that SJW and Mr. Thornburg aided and abetted the alleged breaches by the Board of Directors. Among other remedies, the action seeks to recover rescissory and other damages and attorneys’ fees and costs. The defendants believe this lawsuit is without merit and intend to defend vigorously against these allegations.

The Company and our directors and officers may be subject to lawsuits relating to the Merger, including, among other things, in relation to the change from stock consideration in the Original Merger Agreement to cash consideration in the Revised Merger Agreement. Litigation is very common in connection with the sale of public companies, regardless of whether the claims have any merit. One of the conditions to consummating the Merger is that no order preventing or otherwise prohibiting the consummation of the Merger shall have been issued by any court. Consequently, if any lawsuit challenging the Merger is successful in obtaining an order preventing the consummation of the Merger, that order may delay or prevent the Merger from being completed. While we will evaluate and defend against any lawsuits, the time and costs of defending against litigation relating to the Merger may adversely affect our business.

The Revised Merger Agreement contains provisions that could discourage a potential competing acquiror of the Company, or could result in any competing proposal being at a lower price than it might otherwise be. However, competing acquirors for the Company or SJW could negatively impact the completion and timing of the proposed transaction and cause disruption and expense for the Company.

Other than in connection with the 45-day go-shop period permitted by the First Amended and Restated Merger Agreement that concluded at 11:59 p.m. Eastern time on July 14, 2018, the Revised Merger Agreement contains “no shop” provisions that, subject to limited exceptions, restrict the Company’s ability to solicit, initiate, knowingly encourage or knowingly facilitate any takeover proposal (which includes among other things any proposal or offer made by a third party relating to any merger, amalgamation, consolidation, share exchange, other business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, or any of its subsidiaries, or any sale, lease, contribution or other disposition, directly or indirectly, of any business or assets of the Company, or any of its subsidiaries, representing 15% or more of the consolidated revenues, net income or assets of the Company, or any its subsidiaries, taken as a whole). In addition, SJW has an opportunity to offer to modify the terms of the Merger in response to any competing acquisition proposal before the Board of Directors may withdraw or qualify its recommendation with respect to the Merger.

These provisions could discourage a potential third-party acquiror that might have an interest in acquiring all or a significant portion of the Company from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the cash consideration proposed to be paid to the Company’s shareholders in the Merger or might result in a potential third-party acquiror proposing to pay a lower price to the shareholders than it might otherwise have proposed to pay because of the added expense of the $28.1 million termination fee for the Company, as applicable, that may become payable in certain circumstances.

On April 4, 2018, SJW received an unsolicited proposal from California Water Service Group (“Cal Water”) regarding the acquisition of all of the outstanding shares of SJW common stock for $68.25 per share. On April 5, 2018, the Company received an unsolicited proposal from Eversource Energy regarding the acquisition of all of the outstanding shares of our common stock for $63.50 per share in cash and/or stock at the election of holders of our common stock, which it revised to $64.00 per share in cash and/or stock at the election of holders of our common stock on July 2, 2018. While each of SJW and the Company has determined that the unsolicited proposal that it had received was neither a superior proposal nor reasonably

likely to lead to a superior proposal, Eversource Energy filed on April 27, 2018 a preliminary proxy statement to solicit proxies in opposition to the Merger and Cal Water filed a Schedule TO with the SEC commencing a tender offer to acquire all outstanding shares of SJW for $68.25 per share in cash on June 7, 2018, and it is unclear what additional actions these third parties may take to further their proposals. Even if ultimately unsuccessful, actions taken by these or other third parties, including the proxy contest, could disrupt the Company’s business, cause the Company to incur substantial additional expense, and negatively impact the ability of SJW and the Company to consummate the Merger and the expected timing of the consummation of the Merger. In addition, as a result of the proxy solicitation by Eversource Energy in opposition to the Merger, initiation of the Cal Water tender offer, and other actions that may be taken by these or other third parties, the Company’s shareholders may vote against the approval of the Merger and related proposals at the special meeting and, consequently, the required shareholder approval may not be obtained.

If the Revised Merger Agreement is terminated and the Company determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

Part II, Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

No stock repurchases were made during the quarter ended June 30, ~~2018~~2019.

Part II, Item 6: Exhibits



Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated May 11, 1998 (Exhibit 3.1 to Form 10-K for the year ended 12/31/98).

3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated August 27, 1998 (Exhibit 3 to Form 8-K filed on September 25, 1998).

3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated August 6, 2001 (Exhibit 3.3 to Form 10-K for the year ended 12/31/14).

3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Connecticut Water Service, Inc. dated April 23, 2004. (Exhibit 3.5 to Form 10-Q for the quarter ended 3/31/04).

3.5		Certification of Incorporation of The Connecticut Water Company effective April, 1998. (Exhibit 3.3 to Form 10-K for the year ended 12/31/98).

3.6		By-Laws, as amended, of Connecticut Water Service, Inc. as amended and restated as of March 14, 2018. (Exhibit 3.6 to Form 10-K filed on March 15, 2018).

31.1*		Rule 13a-14 Certification of David C. Benoit, Chief Executive Officer.

31.2*		Rule 13a-14 Certification of Robert J. Doffek, Chief Financial Officer.

32**		Certification of David C. Benoit, Chief Executive Officer and Robert J. Doffek Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**101.INS		XBRL Instance Document- the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document

101.SCH**101.CAL		XBRL Taxonomy Extension ~~Schema~~Calculation Linkbase Document

101.CAL**101.DEF		XBRL Taxonomy Extension ~~Calculation~~Definition Linkbase Document

101.DEF**101.LAB		XBRL Taxonomy Extension ~~Definition~~Label Linkbase Document

101.LAB**		~~XBRL Taxonomy Extension Label Linkbase~~

101.PRE**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* filed herewith
** furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Connecticut Water Service, Inc. (Registrant)

Date:	August ~~9, 2018~~8, 2019	By: /s/ David C. Benoit
		David C. Benoit President and Chief Executive Officer

Date:	August ~~9, 2018~~8, 2019	By: /s/ Robert J. Doffek
		Robert J. Doffek Chief Financial Officer, Treasurer and Controller

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