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| 8-K - CTWS FORM 8-K 12-13-2016 - CONNECTICUT WATER SERVICE INC / CT | ctwsform8-k2016x12x13.htm |
Connecticut Water Service, Inc.
NASDAQ: CTWS
2nd Annual Investor/Analyst Presentation
December 13, 2016
NASDAQ: CTWS www.ctwater.com 2
Forward-Looking Statements
Except for the historical statements and discussions, some statements contained in this
presentation constitute “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. These forward-
looking statements are based on current expectations and rely on a number of assumptions
concerning future events, and are subject to a number of uncertainties and other factors, many
of which are outside our control, that could cause actual results to differ materially from such
statements.
These forward-looking statements speak only as of the date of this presentation. Connecticut
Water does not assume any obligation to update or revise any forward-looking statement made
in this presentation or that may, from time to time, be made by or on behalf of the Company.
Neither this presentation nor any verbal communication shall constitute an invitation or
inducement to any person to subscribe for or otherwise acquire any Connecticut Water
securities.
For further information regarding risks and uncertainties associated with Connecticut Water’s
business, please refer to Connecticut Water’s annual, quarterly and periodic SEC filings which can
be found on the investor relations page of the Company’s website www.ctwater.com and at
www.sec.gov.
NASDAQ: CTWS www.ctwater.com 3
Connecticut Water
New England’s Largest Publicly Traded Water Utility
Market Data
As of 12/9/16 unless otherwise noted
• $ 834.3 Million Total Enterprise Value1
• $ 631.6 Million Market Capitalization
• $ 104.3 Million Total Revenues LTM2 (9/30/16)
• 95% Regulated, 5% Non-Regulated
• 39.8% 3-Year Total Shareholder Return3 (12/31/15)
• 2.0% Dividend Yield
• Beta of 0.024
• S&P ‘A’ Rating (reaffirmed February 2016)
Resources
As of 9/30/16 unless otherwise noted
• 400,000 People Served
• 2,100 Miles of Pipeline
• 269 Employees
• 77 Communities
• 123,600 Regulated Customers
• $ 408.6 Million Rate Base5
CTWS:
NASDAQ
1 Total enterprise value is calculated as (Market Cap + Long-Term Debt (including current portion) + Preferred Stock) - Cash (Reconciliation in Appendix).
2 Last Twelve Months (LTM)
3 Total Shareholder Return is the return to an investor that includes stock price change and the reinvestment of dividends over a specific period.
4 Beta measures the volatility of a security relative to the overall market. A beta of less than one indicates lower risk than the market; a beta of more than one indicates higher risk than
the market. Source: Yahoo Finance
5 Rate Base value is calculated as (Net Utility Plant + Materials and Supplies + Working Capital Adjustment + certain Deferred Charges and Other Costs) – (Advances for Construction +
Unamortized Contributions in Aid of Construction + Deferred Federal and State Income Taxes + Unamortized Investment Tax Credits
+ certain Other Long-Term Liabilities).
NASDAQ: CTWS www.ctwater.com 4
Connecticut Water Value Proposition
• Regionally focused, regulated water utilities (94% regulated earnings LTM as of 9/30/16)
• Maine acquisitions provide diversified, multi-state utility base and greater business scale
• Constructive regulatory environment with attractive investment recovery mechanisms
Diversified,
Regulated
Utility Business
Conservative growth strategy focused on utility infrastructure investment
Proven track record executing accretive acquisitions
Complementary, low-risk, non-regulated utility services business
Focus on maintaining a strong balance sheet and liquidity
“A” credit rating from S&P (as of February 11, 2016)
Balanced approach to financing growth and prudent operating cost management
Consistently raised dividend payments for 47 consecutive years
High-quality, well-maintained asset system
Experienced management team with an average of 25 years utility experience
≥ 85% customer satisfaction distinction in each of the last 15 years
(GreatBlue – Independent Research Firm)
Low Risk,
Regulated
Growth Plan
Strong
Financial
Profile
Operational
Excellence
5
• CapEx investment in water utility infrastructure and
earning a return “of and on” that investment
• Constructive regulatory relations with state commissions
to align customer and shareholder interests
• Prudent acquisitions of other water systems
• Supplement regulated earnings with low risk, core water
utility services where a competitive advantage exists
Our Growth Strategy
NASDAQ: CTWS www.ctwater.com 5
NASDAQ: CTWS www.ctwater.com 6
Our Building Blocks
Environment Shareholders/Growth
Customers Employees
Passionate about stewardship of water
Protect and manage water and watershed for
sustainability to serve current and future generations
Harness power of WRA to reduce carbon footprint
and resource consumption
Business is water service – not selling water
Leverage regulatory compact
Infrastructure investment and earning a return “of
and on” investment
Low risk, supplemental non-regulated earnings
Maintain constructive regulatory relationships
Deliver acquisitions that deliver shareholder value
Provide high-quality water
Responsive and courteous service
High level of community engagement
Deliver world-class service
Customer satisfaction is a compensation metric for all
employees
Passionate employees delivering a life sustaining
service
Values-based, team-oriented approach
Employee satisfaction is executive compensation
metric
Safe and secure workplace
NASDAQ: CTWS www.ctwater.com 7
Regulated Business
• 94% of net income attributable to regulated
operations (LTM as of 9/30/16)
• Core regulated subsidiaries:
– Connecticut Water Company (CWC)
– Maine Water Company (MWC)
• 124,000 utility customers (~90% residential)
• 2,100 miles of pipe
• 238 active wells / 25 surface water supplies
• Safe, dependable yield = 176 million gallons/day
• 80% safe yield from surface water supplies
• Rate Base $408.6 Million as of 9/30/16
– $352.8 M in Connecticut
– $55.8 M in Maine
• 269 employees
Connecticut Presence
Maine Presence
NASDAQ: CTWS www.ctwater.com 8
1 After tax return in Connecticut
Regulated Model Earnings Growth
CapEX Drives Earnings
Invest in Water Plant $100.00
Capitalize 50% with Debt $50.00
Capitalize 50% with Equity
(1 share of CTWS)
$50.00
9.75% 1 Regulatory Return on Equity
(per new share of CTWS)
$4.88
2015 Earnings per Share $2.07
NASDAQ: CTWS www.ctwater.com 9
Constructive Regulatory Environment
Connecticut Maine
Infrastructure Surcharge
Program
Single Tariff
Revenue Decoupling *
6-Month Rate Case
Streamlined Rate Case
* A water revenue adjustment law in Maine became effective October 15, 2015. With rate stay outs in most of its regulatory divisions as part of the repair
tax dockets, Maine Water is now evaluating how and when this new mechanism can be implemented.
NASDAQ: CTWS www.ctwater.com 10
CTWS Acquisition Track Record
Opportunity for Growth
• Industry leading acquisitions since 2012 – 37% customer
growth
• 60 total water system acquisitions in 25 years
– over 40 in the past 7 years
• Over 800 separate water systems
and over 300 wastewater
operations in Connecticut and
Maine alone
NASDAQ: CTWS www.ctwater.com 11
Pending Acquisitions
• Avon Water Company
– Acquisition announced October 12th
– 4,800 Water Customers
– Serving in Avon, Farmington
& Simsbury
– Enterprise Value $36.6 Million
– Expected to Close Q2 2017
NASDAQ: CTWS www.ctwater.com 12
Pending Acquisitions
• Heritage Village Water Company
– Acquisition announced May 10th
– 4,700 Water Customers
– 3,000 Waste Water Customers
– Serving in Southbury,
Middlebury & Oxford
– Enterprise Value $20.5 Million
– Approved by PURA on
December 5, 2016
NASDAQ: CTWS www.ctwater.com 13
Maine Acquisitions
Aqua Maine
– Closed January 1, 2012
– $53.5 million enterprise value (100% cash consideration)
– 16,000 Maine customers
– Retained highly regarded local management team
• Biddeford and Saco Water Company
– Closed December 10, 2012
– $19.8 million enterprise value (stock-for-stock consideration)
– 15,500 Maine customers
– Merged into Maine Water in 2014
– November 2014 rate case settled through Stipulation Agreement in March 2015
• 76.5% of revenue increase requested was approved
• Rate Base of Maine acquisitions was $55.8 Million as of 9/30/16
NASDAQ: CTWS www.ctwater.com 14
• Selected as long-term water provider for
UConn and surrounding area
– Acquiring 150+ off-campus customers
– Supplemental source of supply for
growing University
– 50 year agreement to supply UConn
• Pipeline construction completed and in service
• Locks in expanded service area
Territory Acquisition
NASDAQ: CTWS www.ctwater.com 15
UConn/Mansfield
Pipeline
CWC’s Northern Service Area
UConn
NASDAQ: CTWS www.ctwater.com 16
Connecticut Water Service, Inc.
Committed to ESG and Sustainability
Environmental Social
Governance
• A ‘Day of Service’ for
employees launched in 2016
• Active Employee Safety
Committee
o CT Construction Industry
Association - Safety
Award - 12 straight years
• Water Drop Challenge CT
residential customers
incentivized to conserve
• Partnering with Coastal
Mountain Land Trust to
preserve 1,400 acres and
create recreation
opportunities in Maine
• CT Fleet miles reduced
> 20% since 2008
• Since 2001 >1,000 acres
of Connecticut land
protected as open space
• All Employees participate training on
workplace violence and ethics
• CTWS Board of Directors – Gender Parity
FINANCIAL OVERVIEW
NASDAQ: CTWS www.ctwater.com 18
Financial Management
• Maintain continuing improvement to operating margin
• Balanced capital structure
• Use tools provided by legislation
– Maximize rate base in rates (WICA/WISC)
– Conservation adjustment
• Drive down borrowing costs
NASDAQ: CTWS www.ctwater.com 19
$3.4
$10.1
$13.2 $14.0 $13.4 $13.7
$21.4 $23.4 $22.6 $22.2
$16.2
$18.7 $19.9
$27.6 $26.2
$22.9
$24.7
$32.7
$45.0
$47.8
$65.9
$55.41
$0
$18
$36
$54
$72
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016P 2017B
Infrastructure Investment Drives
Rate Base Growth
• Attractive, near-term
regulated growth
opportunities through
investment in core
infrastructure
• Strategy to balance
investment and rate recovery
time
Capital Expenditures / WICA & WISC Expenditures
($ in millions)
Annual WICA/WISC Total CapEx
10 Year
CAGR 14%
5 Year
CAGR 21%
2016 is projected 2017 is
Budgeted
1 Does not include pending acquisitions
NASDAQ: CTWS www.ctwater.com 20
2017 Planned Capital Spending
2017 Planned Capital Spending1
WICA/WISC
$22.2MM
Treatment
13.9MM
Non-WICA/WISC
$2.9MM
IT
$3.9MM Other
2
$11.8MM
Facilities
$1.1MM
1 Does not include pending acquisitions
2 Examples include: well development, gatehouse construction,
tank work
• More than $150
Million of identified
infrastructure
investment (2017 –
2019)1
• ‘Generational’ Spend
on Water Treatment
Facilities
– Rockville 1970
– Biddeford 1888
NASDAQ: CTWS www.ctwater.com 21
Infrastructure Recovery Mechanisms
Connecticut (WICA) Maine (WISC)
Water Infrastructure and Conservation
Adjustment
1st used in 2009
Eligibility – Infrastructure replacement,
meters, hydrants, conservation
equipment
5% annual cap
10% maximum adjustment
$18.6 M expenditures projected in 2016
Current cumulative surcharge 7.13%
Water Infrastructure Charge
1st used in 2014
Eligibility – Virtually all capital
investment
Annual Cap 6% to 10% depending on size
of water system
10% to 20% maximum adjustment
depending on size of water system
$4 M expenditures projected in 2016
Surcharge varies by water system
Average WISC is 1.13%
NASDAQ: CTWS www.ctwater.com 22
Efficiently Managing Costs
Win for Shareholders and Customers
• Manage Employee Benefits
– Closed pension plans to new hires
– Subsidizing prescription drug coverage
• Repair Tax Adoption
• Manage Interest Expense
• Consolidation of corporate functions
within Maine
• Procurement initiative
• Ongoing expense control program
– Led by senior managers more than $4.0 million in sustained O&M
expense reductions offsetting other increases (2011 – 2015)
NASDAQ: CTWS www.ctwater.com 23
Utility Operating Margin
Efficiency Measure
16.0%
22.5% 22.8% 22.0% 22.0%
23.6%
24.4%
25.0%
27.7% 28.6%
5%
10%
15%
20%
25%
30%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Utility Operating Income as a percentage of Operating Revenue
NASDAQ: CTWS www.ctwater.com 24
High Quality Earnings
$9.8
$11.3
$13.6
$18.2
$21.3
$22.8
$5
$10
$15
$20
$25
2010 2011 2012 2013 2014 2015 LTM
Net Income
$1.14
$1.31
$1.55
$1.68
$1.95
$2.07
$1.00
$1.25
$1.50
$1.75
$2.00
$2.25
2010 2011 2012 2013 2014 2015 LTM
Earnings Per Share
(in millions)
CAGR1 18%
CAGR1 13%
1 CAGR 2011 – 2015
2 Last 12 months as of 9/30/16
2
2
$24.9
$2.25
NASDAQ: CTWS www.ctwater.com 25
New England Water Utility Services (NEWUS) in Connecticut and Maine Water in Maine
provide a variety of complementary water- and wastewater-related utility services to
residential, commercial, industrial, and municipal clients
◦ Contract operation of water and wastewater systems for other utilities, businesses, municipalities, and
the University of Connecticut’s Storrs campus, and related services (> 40 client contracts)
◦ Linebacker® program (~22,000 residential customers enrolled)
Offers basic and expanded plans to include water service line, wastewater line and in-home plumbing
Initial expansion to non-customers in 2015
Low Risk Non-Regulated Business
Services & Rentals Segment Net Income
($ in millions)
Highlights
Complementary geographic focus
(Connecticut, Maine, New Hampshire)
Low risk, fee-based revenue
No capital at risk
$1.0
$1.4 $1.5 $1.5 $1.4
$0.0
$0.5
$1.0
$1.5
$2.0
2011 2012 2013 2014 2015
NASDAQ: CTWS www.ctwater.com 26
Stable & Growing Dividend
• Board increased dividend on common shares by 5.6% for second quarter 2016
• Accelerated timing of the annual increase which has historically occurred in the third quarter of the year
• Annual dividend yield 2.0% as of 11/29/16
• Dividend paid without interruption or reduction for 241 consecutive quarters
• Increased dividend payments for 47 consecutive years
• 2015 Dividend Payout Ratio = 51%
Annual Dividend
$0.86 $0.865
$0.88
$0.90 $0.92
$0.94
$0.96
$0.98
$1.01
$1.05
$1.13
$0.85
$0.95
$1.05
$1.15
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Current
Rate
Annualized
On November 10, 2016, the Company’s Board declared a quarterly cash dividend of $0.2825 per common
share payable on December 15, 2016 for shareholders of record as of December 1, 2016.
NASDAQ: CTWS www.ctwater.com 27
Performance
40.1%
18.7% 18.0%
0%
10%
20%
30%
40%
50%
1 year 3 year 5 year
Average Annual 1, 3 & 5-Year
Total Shareholder Return @ 9/30/16
NASDAQ: CTWS www.ctwater.com 28
Indices Constituent
• CTWS is a constituent of diverse NASDAQ
indices including:
– US Broad Dividend Achievers Index
– US 1500 Index
– Green Universe
– Global Utilities Index
– US OMX US Water Index
– US Small Cap Growth Index
NASDAQ: CTWS www.ctwater.com 29
Water, the basic ingredient of Life…
NASDAQ: CTWS www.ctwater.com 31
Our Vision… Serving Our Customers,
Shareholders and Employees at World
Class Levels
Appendix
NASDAQ: CTWS www.ctwater.com 32
Selected Financial Data
3 Months Ended September 30, 2016
(In thousands except per share amounts)
Operating Revenues $29,477
Other Water Activities Revenues 314
Real Estate Revenues 8
Service and Rentals Revenues 1,419
Total Revenues $31,218
Operating Expenses $18,698
Other Utility Income, Net of Taxes $160
Total Utility Operating Income $10,939
Gain on Property Transactions, Net of Taxes $2
Non-Water Sales Earnings (Services and Rentals), Net of Taxes $181
Net Income $9,535
Net Income Applicable to Common Shareholders $9,525
Basic Earnings Per Average Common Share $0.86
Diluted Earnings Per Average Common Share $0.84
Basic Weighted Average Common Shares Outstanding 11,014
Diluted Weighted Average Common Shares Outstanding 11,233
Book Value Per Share $21.14
NASDAQ: CTWS www.ctwater.com 33
Condensed Balance Sheet
As of September 30, 2016
(In thousands)
ASSETS
Net Utility Plant $583,789
Current Assets 36,498
Other Assets 149,539
Total Assets $769,826
CAPITALIZATION AND LIABILITIES
Shareholders’ Equity $237,620
Preferred Stock 772
Long-Term Debt 200,155
Current Liabilities 41,379
Other Liabilities and Deferred Credits 289,900
Total Capitalization and Liabilities $769,826
NASDAQ: CTWS www.ctwater.com 34
Reconciliation of Enterprise Value
Market Capitalization 11/29/16 (NASDAQ) $631,647,000
+ Long-Term Debt (CTWS Form 10-Q filed 11/8/16) 200,155,000
+ Current Portion of Long-Term Debt (CTWS Form 10-Q filed 11/8/16) 2,883,000
+ Preferred Stock (CTWS Form 10-Q filed 11/8/16) 772,000
- Cash/Cash Equivalents (CTWS Form 10-Q filed 11/8/16) - 1,158,000
Enterprise Value $834,299,000
Connecticut Water’s annual, quarterly and periodic SEC filings which can be found on the investor
relations page of the Company’s website www.ctwater.com and at www.sec.gov under ticker
symbol CTWS
NASDAQ: CTWS www.ctwater.com 35
Conservative Financial Management
• S&P credit rating: ‘A’/Stable (reaffirmed on February 11, 2016)
• No near-term debt maturities/ equity offerings (excluding on-
going Dividend Reinvestment Plan)
• Balanced debt-equity ratio
• 39.8% Total Shareholder Return over a 3-year period (2013 – 2015)
Long-Term Debt to Capitalization Ratio
53.2%
49.0%
46.9% 45.7%
44.2%
30%
45%
60%
2011 2012 2013 2014 2015
NASDAQ: CTWS www.ctwater.com 36
CTWS Creates Shareholder Value
Strong Core Business plus
Best-in-Class Tools for Success
Strong Predictable Revenue
(WRA)
Minimal Regulatory Lag
(WICA, WISC)
Effective Expense Management
NASDAQ: CTWS www.ctwater.com 37
• National Management Innovation Award for Customer
Protection Program
– Protects customers from utility worker imposters
• Invest and maintain infrastructure to deliver high-quality
water and reliable service
• Assistance Programs for low income/hardship
• Responsive and Courteous Service
• Leverage technology to drive
convenience and efficiency
• Customer Satisfaction!
– World-Class 15 straight years
Customer Strategy
NASDAQ: CTWS www.ctwater.com 38
• Leadership is a privilege
• Values-based
• Team & service oriented
professionals
• “Satisfied Employees
Satisfy Customers”
• Employee Satisfaction
– Executive compensation metric
Employee Strategy
NASDAQ: CTWS www.ctwater.com 39
Environmental Strategy
• Leverage CT’s Water Revenue
Adjustment (WRA) to promote water
conservation
• Donate/sell unneeded land as
protected open space
• Replace aging pipe, valves and pumps
to conserve natural resources
• Aggressively manage energy usage
• Invest in and protect watershed lands
NASDAQ: CTWS www.ctwater.com 40
6-month regulatory timeline
Water Infrastructure and
Conservation Adjustment (WICA)
Expanded in 2013
Water Revenue Adjustment enacted
in 2013
Single Tariff
Allowed ROE = 9.75%
Constructive Regulatory Environments
Streamlined rate approach
Virtually all cases “Settled”
Water Infrastructure Surcharge
(WISC)
Nearly all plant eligible
Water Revenue Adjustment enacted
in 20151
Allowed ROE = 9.5% to 10%
CT Public Utilities Regulatory Authority ME Public Utilities Commission
1 A water revenue adjustment law in Maine became effective October 15, 2015. With rate stay outs in most of its regulatory divisions as part of the
repair tax dockets, Maine Water is now evaluating how and when this new mechanism can be implemented.
J. Betkoski, PURA Vice Chair, „NARUC‟
Water Committee
M. Vannoy, MPUC Chair, „NARUC‟
Water Committee
NASDAQ: CTWS www.ctwater.com 41
Repair Tax Facts - CTWS
• Adopted by CTWS
– In Connecticut for 2012
– In Maine for 2014
– Required “flow-through”
tax treatment in both states
• What it means
– Vast majority of annual investment in infrastructure
replacement is immediately deductible for tax purposes
– The same investment grows rate base as it always has
NASDAQ: CTWS www.ctwater.com 42
Repair Tax Facts - CTWS
• It is NOT temporary. Our annual commitment to
replacing 1% - 2% of our pipe will continue to generate
deductions that significantly lower or eliminate
annual tax expense. Single digit effective tax rate
expected to be the norm.
• Closes rate differential with municipalities
• Utility Operating Margin vastly improved
due to a lower portion of each dollar
collected required to support Operating
Costs
NASDAQ: CTWS www.ctwater.com 43
Repair Tax Facts - CTWS
• Cash flow improvement allows for increased capital
investment with less reliance on financing
• We are replacing Operating Expense
with Capital Expense (Virtually tripling
from 2011 to 2016)
• Customers and Regulators will
realize the benefits in the form of
manageable increases despite level
of capital investment
NASDAQ: CTWS www.ctwater.com 44
Additional Information About the Mergers and Where to Find It
In connection with the proposed Mergers, CTWS will be filing two registration statements on Form S-4 with the SEC under the Securities Act
of 1933 containing separate proxy statements of Avon Water Company (AWC) and Heritage Village Water Company (HVWC) that each also
constitutes a prospectus of CTWS (each, a “Statement/Prospectus”) and other documents regarding the proposed transactions.
Before making any voting or investment decisions, we urge investors and security holders to read the Statement/Prospectus (including all
amendments and supplements thereto) and other documents filed with the SEC carefully and in their entirety when they become
available, because they will contain important information about CTWS, AWC, HVWC and the proposed Mergers.
When available, copies of each Statement/Prospectus will be mailed to the shareholders of the AWC and HVWC. Copies of each
Statement/Prospectus may be obtained free of charge at the SEC's web site at www.sec.gov, or by directing a request to CTWS's Corporate
Secretary, Kristen A. Johnson, at Connecticut Water Service, Inc., 93 West Main Street, Clinton, Connecticut 06413, or by telephone at 1-800-
428-3985, ext. 3056, or on our website at www.ctwater.com. Copies of other documents filed by CTWS with the SEC may also be obtained
free of charge at the SEC's web site or by directing a request to CTWS at the address provided above.
CTWS, AWC, HVWC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of
proxies in connection with the approval of the proposed Mergers. Information regarding CTWS's directors and executive officers and their
respective interests in CTWS by security holdings or otherwise is available in its Annual Report on Form 10-K filed with the SEC on March 14,
2016 and its Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016. Certain information regarding the directors and
executive officers of each of AWC and HVWC is available in their respective Annual Reports for 2015 filed with the PURA and available at the
PURA's website, www.ct.gov/pura. Additional information regarding the interests of such potential participants will be included in each
Statement/Prospectus and registration statement, and other relevant materials to be filed with the SEC, when they become available,
including in connection with the solicitation of proxies to approve the proposed Mergers.
This presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. No offer or sale of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933.