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Pennichuck Water Special Committee

Special Meeting

Nashua, NH · September 15, 2015

AgendaMinutes

Minutes

REPORT OF THE PENNICHUCK WATER SPECIAL COMMITTEE SEPTEMBER 15, 2015 A meeting of the Pennichuck Water Special Committee was held on Tuesday, September 15, 2015, at 7:04 p.m. in the Aldermanic Chamber. Alderman-at-Large Daniel T. Moriarty, Chair, presided. Members of the Committee present: Alderman Sean M. McGuinness Alderwoman Mary Ann Melizzi-Golja Alderman-at-Large Lori Wilshire (Arrived at 7:10 p.m.) Members Not in Attendance: Alderman-at-Large David W. Deane Also in Attendance: Thomas J. Leonard, Chairman, Pennichuck Board of Directors John Patenaude, Chief Executive Officer, Pennichuck Corp. Larry D. Goodhue, Chief Financial Officer, Pennichuck Corp. Attorney Bill Ardinger _______________________________________________________________________________________ PUBLIC COMMENT - None COMMUNICATIONS From: John L. Patenaude, Chief Executive Officer Re: R-15-155, Amending the By-Laws of All Subsidiaries of Pennichuck Corporation MOTION BY ALDERMAN MCGUINNESS TO ACCEPT AND PLACE ON FILE MOTION CARRIED From: Thomas J. Leonard, Chairman, Pennichuck Board of Directors Re: Appointment of Larry D. Goodhue as Chief Executive Officer MOTION BY ALDERMAN MCGUINNESS TO ACCEPT AND PLACE ON FILE ON THE QUESTION Chairman Moriarty I’d like to congratulate Mr. Goodhue as the upcoming Chef Executive Officer. MOTION CARRIED From: John L. Patenaude, Chief Executive Officer Re: Pennichuck Corporation Quarterly Report to the Sole Shareholder for the Quarter Ended June 30, 2015 MOTION BY ALDERMAN MCGUINNESS TO ACCEPT AND PLACE ON FILE MOTION CARRIED Pennichuck Water Special Committee -2- 09/15/15 Mr. Goodhue The good news is we got some really nice results to share with the committee. As we’ve spoken about before, a good deal of our revenues are generated during the summer months and this report reflects a portion of that early season. The season started a little earlier this year even though we had a very tough winter. Water revenues actually started generating in the months of May. As a result, the results that you see have a revenue and operating income and bottom line reflects revenues that are higher than the prior year based on consumption levels for the most part. Operating costs have basically remained fairly constant with the prior year. If you turn to page three of the report and look at the unaudited financial highlights relative to the income statement, you will see for the quarter, we generated about $1.5 million more revenue over the prior years. On a year-to-date basis about $1.7 million. That was generated in the second quarter if you compare those two periods. Operating expenses as you see, there is a slight increase which is reflective of certain costs that do evaluate with inflation over time including property taxes and other basic costs that are related to operating a business. The net interest expense line, we have layered on some additional debt over the last year and are working on some right now. As you will recall, those activities were geared towards eliminating certain risks in the business, one of those being future interest rate risk and refinance risk, but we were very fortunate when we closed on the deal last year for the bonding, the interest rates were quite favorable. Even though we have a layer of debt that is higher than we had a year ago, based on the favorable interest rates, it’s a fairly stable environment. What does that mean? It means positive results for our business and positive results for our rate payers as far as the cost of operating our business. That’s one thing that I would reflect on as I was looking at that for part of the financial report. If we want to continue on and turn to page 5 in looking at the balance sheet one of the things that you do see is the $198 million of the bonds go to mortgages and it’s important to understand that that does include the note payable to the City of Nashua which has about $112 million worth of principle out of that basis and the rest of that would be the debt that is either in the PWW or PEU subsidiaries related to the funding of infrastructure and replacements and improvements that are made. It supported the $175 million worth of fixed assets that we have at the very top of the page under PP&E. As we know our funding and our debt is related directly to the investment of the infrastructure to make sure that our assets are always up to speed and delivering on our promises to our rate payers of delivering good quality water on a consistent basis. On page 7 is the cash flow statement and what this shows is that based on the operations of the business in the first six months of the year we have generated about $200,000 of positive cash from operating activities and overall we end of the six month period of time with about $1.6 million on our balance sheet relative to the overall financial status of the company. Lastly I would reflect on page 8 with regard to the large capital expenditures that we are undergoing at the company, and this again is all consistent with that long-term investment we are making as a company to make sure that we can provide the services that we do to our rate payers and making sure that we are doing an efficient job in doing that. Those are highlight but are there any specific questions that I can answer for you? Alderman McGuinness I am interested in a little bit more of how the revenues really expand in the spring. I know you gentlemen have talked about this in the past but maybe for the benefit of the public. Mr. Goodhue We’ve had a fairly dry spring and summer this year and as a result consumption patterns change based on irrigation patterns, mostly at Pennichuck Water Works subsidiary. You’ve got a great deal of customers that irrigation is a part of their water consumption. When you have a hot, dry summer there is water usage that would occur in that year that wouldn’t occur in a wet year. We can have revenue swings during our summer months based on those consumption patterns. Alderman McGuinness That’s clear, thank you. Pennichuck Water Special Committee -3- 09/15/15 Chairman Moriarty My only question at the moment is you point out at the end on page 7 at the bottom that you have about $1.5 million in cash on hand versus last year when you had zero. Zero sounds like too round of a number, is that somewhat purposeful that it was meant to be zero? Mr. Goodhue The reason for that was that at this time last year we were actually into our line of credit and our line of credit is an auto borrow and auto advance feature on the line of credit. Based on the bonding that we did last year and the timing of that, we were still doing capital projects although we did defer or delay those a little bit pending that bonding being completed but we were into the line of credit while that bonding round was completed in December of last year. So when you see that zero number it’s because we were into the line of credit and our cash balance was all consumed to the repayment of that on a daily basis. Alderman McGuinness I had a question about the interest on page 3. You are borrowing more money but the rate is cheaper and that’s kind of interesting to note. I mean we did these bondings and I don’t know but what would you say the weighted average rate now compared to last year? Is it significantly lower? Mr. Goodhue Yes. Last year we refinanced $23.35 million worth of bonds and the weighted average on those bonds was somewhere in the 5.5% range. There were four different series that we refinanced. One was 6.3%, one was 5%, one was 5.38% and the other was 5%. All in it was north of 5% and the all in borrowing cost on the refinance of those was just about 4.1%. That’s a huge number. Alderman McGuinness That’s a good savings and it was good timing to take advantage of the market rates at that time. Mr. Goodhue It was fortuitous as it wasn’t our goal, we were all about eliminating those risks that were looming in the future but the fortunate part was we got that as a bonus and it’s worth about $250,000 per year in interest and that’s a huge number. Alderman McGuinness Well done. Mr. Goodhue Thank you. Alderwoman Melizzi-Golja I have a question that is very indirectly related to this report and it would relate to the revenues. Many people I think see when it is raining, people have their sprinklers on. Do we have a sense of how many people have sensors in their irrigation systems and is it something that we advocate for? I am going to be really honest with you, I don’t look at the water bill, that’s not my responsibility when it comes in the house so you may have an ad in there and I don’t see but I’m curious. Do we do anything with people to promote use of sensors, rain sensors? Pennichuck Water Special Committee -4- 09/15/15 Mr. Goodhue In our communications to our customers we are always promoting good stewardship in the usage of the water. The decisions that people make in their own homes are the decisions they make. I am not certain that we have an indication of how many people would have sensors on their system; I don’t know if we even have that empirical data within the company but we do encourage the use of low flow toilets and water saving devices and being good stewards with the use of the water but again, those decisions are made at the household level. Alderwoman Melizzi-Golja I was just curious if we worked with people who install the systems. I think people are very aware of low flow toilets and those sorts of things but I’m not sure they are necessarily as aware of the rain sensors on their outdoor systems. Mr. Goodhue I’m not aware of anything specific. Alderwoman Melizzi-Golja Okay, I was just curious, thank you. Mr. Goodhue The other dynamic that I think you ought to look at too is that with a hot, dry summer if you have a day or two of rain it doesn’t have a material impact on the water that’s actually in the ground. Alderwoman Melizzi-Golja I would think that actually having your system running in the summer even if it is raining is helping because it’s helping the ground from just getting packed in. Mr. Patenaude The other thing it impacts is pools obviously. The hotter it is the more evaporation you get so people are filling up their pools and more and more people have pools now than in the past. Alderman Wilshire I apologize for arriving late as I was at a Police Commission meeting and it ran late. Are we on the third communication so that I’ve missed the second one? Chairman Moriarty Yes. Alderman Wilshire Can I go back to that for one second, I’d like to congratulate Larry as I think he is going to be a great CEO and I think I’ve mentioned it before but it never hurts to say it twice. Pennichuck Water Special Committee -5- 09/15/15 Mr. Goodhue Thank you. Chairman Moriarty On page 7 the one other thing that pops to mind is of course you look at the differences in the two years and I already know the answer to this but, and if anybody were to look at it they see that $25 million and so that’s a residual of how you had taken a loan and the cash was on hand and it didn’t close, I forget how that was. Mr. Goodhue The refinancing last year, the closing occurred on December 15th for both the new money and the refinanced bonds; however there is a 30-day notice requirement to existing bond holders to repurchase those bonds so unfortunately it wrapped the year end. We had $23.35 million plus actually an extra $375,000 of accrued st interest sitting in an escrow cash account on December 31 of last year awaiting the final repurchase of those refinanced bonds on January 20th. Unfortunately you only see half the equation here because half of it was in last year’s financials and this is the other half that occurred when that repurchased occurred. UNFINISHED BUSINESS – None NEW BUSINESS – RESOLUTIONS R-15-155 Endorser: Mayor Donnalee Lozeau AMENDING THE BY-LAWS OF ALL SUBSIDIARIES OF PENNICHUCK CORPORATION MOTION BY ALDERMAN WILSHIRE TO RECOMMEND FINAL PASSAGE ON THE QUESTION Chairman Moriarty Do you think we can have a tour of the changes and maybe Attorney Ardinger would like to join us. Mr. Leonard Let me give you an overview of what we did. These by-laws are for the subsidiaries only they are not the primary by-laws in the sense that they are not the by-laws for Pennichuck Corporation, it’s only the companies that Pennichuck Corporation owns. Our initial goal is really just to simplify the structure of those subsidiaries to bring it up to date and make them consistent and modernize them and also make them consistent with our practices. Keep in mind that the Pennichuck Corporation still has the by-laws that you’ve seen in the past and those are unchanged, these are just Pennichuck Water Works, PEU, PAC, Southwood and Water Service. Bill has spent some time and gone through it and he can take you through it in as much detail as you would like. Bill Ardinger is our outside counsel who we use for our governance matters. He has been with Pennichuck Corporation and the City of Nashua through this whole process of the city acquiring the company. Attorney Ardinger It’s been some time since I was here where I represented our firm into trying to resolve a decade long dispute between the City of Nashua and Pennichuck and ultimately did by acquiring all of the shares of the Pennichuck Corporation, which is the holding corporation and that received a great deal of attention from the city, this Board and its Mayor in trying to get the by-laws for that top corporation which is the real governing Pennichuck Water Special Committee -6- 09/15/15 corporation just right. Those by-laws, as Jay said, are not affected by this. Underneath that corporation there are the five operating subsidiaries, three regulated utilities, Pennichuck Water Works, PEU and PAC. Those are the ones that have customers and the ones that sell water at a regulated rate. Then there are two others that are unregulated, Southwood and the Service Company. Those are five corporations, just like the parent corporation, they have corporate governance documents, articles of incorporation and by-laws. Those by-laws that the five had were actually in place at the time of the acquisition so the prior Pennichuck when it was publicly traded in the pre-acquisition days had these same subsidiaries and they had by-laws in place. The acquisition happened and the city is now the sole shareholder and you are running the governance system that this Board worked carefully on to put in place with your team of executives and Board members and this Board has now, among all of the tasks of getting they system trued up to the new ownership, cleaning up the by-laws of the subsidiaries is one of those tasks. Is it as important as completing the financing’s that Larry talked about and Alderman McGuinness said no, the interest rates were pretty special and it’s more important to do that. Nonetheless, as part of the process, and certainly I have worked with John Patenaude for years and one of the things that he wanted to get done as he is handing the mantle to a new colleague is to keep cleaning up the corporate documents. Is this the most exciting, attractive thing that happens with these corporations? No. The changes as Jay said are very straight forward and I won’t go through them but I’ll let you ask questions if that’s alright, Mr. Chairman. They are mostly to standardize all five so that it’s something that any member of the public, any member of this Board can look at and say I kind of get this flow. They are modernized so that the language is better and it’s reflective of the unique ownership structure where there is a single shareholder and it is a city. That’s just changing the word shareholders to shareholder and things of that nature. Each of the by-laws installs importantly the reserved powers. As you know part of the by-laws that you all approved for the parent company and the articles of that company that you acquired says that those companies cannot do certain things like borrow, like guarantee, like amend by-laws without coming to this sole shareholder, the city. We installed into these by-laws those reserved powers just to send the signal to everyone that you have to pay attention to that, there are some things that you can’t do with approval of the shareholder. They weren’t necessary under the prior ownership but they are now. The letter that came in on nd July 2 with the communication indicate that there were also a bunch of complicated provisions that were from older times and they are not required as good corporate legal practice now so we deleted those provisions. A lot of them are about voting that are not really relevant now. I understand that some red line versions of the by-laws came with the communication and you’ll see large paragraphs blocked out that were unnecessary. Mr. Chairman, with that that’s the brief explanation and I’m sorry for the length of it and I would be happy to answer any questions. Alderman McGuinness So a lot of this is that these by-laws were just antiquated and the true purpose is just for uniformity, you are basically mirroring everything that the parent holding company in those by-laws down to the subsidiaries. There has got to be special conditions in there that are going to be slightly different. Attorney Ardinger That’s absolutely right, that’s exactly right, it’s trying to streamline it and put them in place for this ownership structure. Alderman McGuinness Great, thank you. Chairman Moriarty I have a copy of the by-laws of the corporation which are fairly simple as they are only about nine pages long. I did notice that they do follow generally the flow of the ones that you are moving towards. I never took the time to wonder what it means to have subsidiaries because I assumed that as long as we had this one set of by-laws and there is one shareholder, one annual meeting and one Board of Directors I thought there really Pennichuck Water Special Committee -7- 09/15/15 aren’t any subsidiaries but there are. The older by-laws were not the same and the main thing now is that you have one set of by-laws that applies to every subsidiary and in that it talks about directors so can you explain why you need by-laws of the subsidiaries if it’s the same Board of Directors, it’s the same shareholder and it is the same meeting, and if fact, up to this point we were sort of ignoring the old by-laws because they were inconsistent with these six pages. Mr. Leonard We followed the old by-laws. Pennichuck Corporation has one shareholder and that’s the City of Nashua. Each of the subsidiaries has one shareholder but that’s the Pennichuck Corporation so it’s not exactly the same. Each of the members of the Board of Directors of the Pennichuck Corporation goes to the annual meeting of each of these subsidiaries and gets elected to the Board of Directors so technically speaking, I as a member of the Board of Directors for the Pennichuck Corporation am also a member and in fact Chairman of the Board of Directors for Pennichuck Water Works, the Board of Directors for PEU, PAC, Southwood and the Service Corporation. We have to treat them as six separate entities so for example, when we borrow money, when Larry goes to borrow money and it’s usually in Pennichuck Water Works, or very often in there, we actually have two meetings. We have a meeting for the Pennichuck Corporation and a meeting for Pennichuck Water Works. We have to respect the division even though in a lot of senses it seems like it’s not necessary. From a legal standpoint we want the separate entities and this supports that goal. With regard to the different by-laws, the consistency is also simplicity. It’s even as simple as the by-laws of the subsidiaries didn’t use the correct titles, it wasn’t CEO it was President so we wanted to make that consistent with what we do. Things like notice, when we at the Pennichuck Corporation, the parent company, we provide notice for all of our meetings and do everything we can in a transparent way with the subsidiaries as well but it allows for us to keep things simple at the subsidiary level. So rather than send out formal notices we can actually do it with a telephone call within the subsidiaries so you’ll see that has been added. It’s little things like that, it doesn’t really change the way we operate it just makes it easier to get it done consistent with our goals that we have always had. I think the main thing to keep in mind is that we have keep these six entities separate as separate businesses. We have to keep all of those books separately also so that’s why Larry has two full-time jobs. They are all separate all of the time in all regards. Alderman McGuinness Just to be clear on why we have subsidiaries, in my simple thinking it’s a liability issue and it’s also maybe taxation. Mr. Leonard It might even be more simple than that and that is that’s the way it was when we bought it and to change it has an impact that we might not want to deal with right now. Private entities might have different reasons to do it and one of them may be liability but realistically the reason there are five entities that are subsidiaries for the Pennichuck Corporation is because that’s what is was. Alderman McGuinness It’s what you acquired. Mr. Leonard Yes. Mr. Patenaude The other thing is with the three regulated companies they are individual companies that have individual set of customers and an individual set of rights and I am not sure you would combine them into one and it’s not Pennichuck Water Special Committee -8- 09/15/15 something that you would like at the end of the day. They are each separate and they serve a different customer base and they all report separately to the PUC so they have different results. Mr. Goodhue That also applies to our other stakeholders when you talk about lenders. A lender is lending to a particular corporation not to the consolidated group. When we did a bond issuance for PWW, for the assets in PWW we are not borrowing that money and that money can be used now for PEU or for PAC or for Southwood purposes. Each has a separate federal identification number; each is a separate corporation set up as a separate entity as a part of the consolidated group with six different sets of books that are consolidated on a monthly basis to give consolidated and operating results which is what we just spoke about a few minutes ago. Chairman Moriarty Pennichuck Water Works is no longer in Nashua it’s in New Hampshire but it doesn’t matter because they are all in New Hampshire now. One of them used to say specifically Nashua, legally does that matter? Mr. Goodhue The corporate headquarters is actually in Merrimack so therefore if say Pennichuck Water Works needs to be in Nashua it doesn’t happen. It will be in New Hampshire and today it’s in Merrimack. Chairman Moriarty Exactly. Do each of the different by-laws, does one of them say Nashua and one Merrimack? Mr. Goodhue They are all different and that’s part of the consolidation process is to get them all the same. Each one had a nuance that had different types of officers and different dates for meetings. By simplifying it it’s easier for us to maintain the corporate governance going forward. Chairman Moriarty The main by-laws are just rigid; like this person is going to be on this day and for three years and it is type A, B, C and whereas this just says oh, they will get elected. There’s a lot more looseness to it, can you comment on that? Mr. Leonard The easy answer on that is that we of course have to go by the main parent company which is the more rigid ones. The by-laws to the Pennichuck Corporation were part of the overall deal also so you’ve got some conditions and terms in there that were approved by the PUC and I think the whole set by-laws was approved by the PUC so it was a more specific and detailed process then. Those remain in place so of course all of the, for instance, director’s will be elected under the terms of the parent company and then they are to become a director for the subsidiary so you don’t need that layer in the subsidiary by-laws because they are already in the parent company by-laws. Chairman Moriarty Could the directors of the parent company elect a separate set of directors for each of the subsidiaries? Pennichuck Water Special Committee -9- 09/15/15 Mr. Leonard I think you could, yes. Mr. Goodhue Part of the history of this process was that the parent company is the true governing body of all of these utilities and the other subsidiaries so the parent company was the principle focus of maybe five meetings in this chamber to try to negotiate the terms. What you see is the more rigid but it was a really important thing to get the governance systems right for that parent. Every corporation, as Mr. Leonard says, has got to have its own corporate rule documents. If you don’t have by-laws you are not organized properly so you couldn’t issue debt, you couldn’t approve it. You have to have these documents under corporate law. Then the question becomes how complicated do you need to make a subsidiary by-laws when you really have the parent governing entity under the constraints. Very often the more rigid and detailed you make a set of by-laws the more risk there is that you run into a problem where all of a sudden you find that you can’t borrow money because some wording wasn’t exactly right so the difference that you see between the two is exactly right. It’s more flexible with the subsidiaries. The true shareholder interest in this is that ultimately the shareholder sees with full transparency and the public sees all of these operations. A lot of them are very detailed and you would really have to work hard but if you ask for it you are owed it and this company will provide it. If you see practice like maybe some director is at subsidiary that you are hearing from the company what its practice is to have the identical mirror Board members so that every member who is of the parent company Board whom you approve is the only person who becomes a member of the Board of the subsidiary. If you see a practice that is not appropriate or that you disagree with, you call the company in front of this committee and you ask them about the practice and if ultimately there needs to be a by-law amendment then you have the power under the process to approve by-law amendment not only for the parent but also for the subsidiary. It’s a great question. It’s complicated to have these subsidiaries and I would emphasize one point that was made, a really important reason for the separate entities, for the subsidiaries, is the regulatory treatment. Utilities are very different animals from regular corporations because they are treated separately by the PUC which has full authority to set prices which are rates. They want to see a careful box that’s unique and has its own attributes and customers and if you want to put them together and meld them they go through a very detailed procedure to decide whether that’s the right answer. They were separate before the acquisition for a lot of good reasons including regulatory treatment most importantly. I think they are properly continues to be separate because of those same reasons. Chairman Moriarty As far as the executives there is only a president, the by-laws only define the uniformity between the CEO, the secretary and the treasurer so the Chief Operating Officer isn’t specifically called out as the COO for all five. Mr. Goodhue As a corporate officer but that does not mean that you don’t have that as an operating managerial positon within those corporations. Mr. Patenaude The officers in the by-laws are the required officers. Those are the ones you need to operate the company, it doesn’t say that you can’t add more officers. Mr. Leonard Larry will be the CEO of each of the subsidiaries also. Pennichuck Water Special Committee -10- 09/15/15 Chairman Moriarty So you guys have this schizophrenia of your Board meetings but when you actually run the company, I assume they have buildings all over the state, are there people that work only in one subsidiary that don’t work in another and at some point they must… Mr. Goodhue All of the employees work for Pennichuck Water Works and under an agreement with PUC our salaries and costs are allocated to the other regulatory and non-regulatory companies on a former (inaudible) basis. While we are all under one roof for employment purposes we all get charged out in some fashion to the other operations. Chairman Moriarty So Pittsfield Aqueduct doesn’t have any employees? Mr. Goodhue No. They pay for the use of their employees in their operations for Pennichuck Water Works. Mr. Leonard And they pay a management fee. Mr. Goodhue You used the word “schizophrenia” which I thought was kind of a humorous word but there are certain items of cost or revenues that we will speak about that are on a consolidated basis and certain discussions that we speak about that are on a subsidiary basis. When we are speaking about employee benefits or wage rates, we are speaking about that on a consolidated basis because even though those employees are at Pennichuck Water Works we know that they are to the benefit of all of the subsidiaries, however when we are speaking about property taxes or electrical costs that are germane to a specific property or company then now we are talking at that level. We recalibrate on a daily basis based on the various aspects of our business. Chairman Moriarty So if somebody is going to drive a truck for Pittsfield Aqueduct, do they have a timecard or task code that separates the two? Mr. Goodhue We have a whole work order system for all of our maintenance and capital activities so when they are doing those activities their time is charged to a work order which goes through a system that tracks and accumulates those costs and it gets charged off to the right company based on that. Chairman Moriarty So you charge yourself? Mr. Goodhue In the management allocation agreement that the PUC authorized there is a certain corporate level that isn’t on a work order basis but it’s allocated based on this prescribed formulated master. The asset management Pennichuck Water Special Committee -11- 09/15/15 program is really about automating that whole process of how we record our time for both our labor and use of our vehicles and our materials. Chairman Moriarty Very nice, that’s impressive. Alderman McGuinness I have a little bit of color with respect to the letter from John Patenaude to Stephen Bennett. He had seven items and we talked a lot about the by-laws and the same format and the need for quarterly meetings. However, number five and six, maybe you could just give us a little color on consistency of shareholder meetings, does that mean you are going to have the meetings all at the same time and place and number two, simplifying voting rights, is there peculiarities to voting rights that would be interesting to understand? Mr. Goodhue On the consistent shareholder annual meeting, the old by-laws had different dates. What we do is we have the annual meeting with our shareholder and at the next meeting we have the annual meeting of the subsidiaries. Simplifying voting rights, right now the shareholders have voting rights and some of the voting rights in here were really meant for; they appeared to be related to a publicly traded company. You have to send out a proxy and notify 30 days or 60 days and you can’t notify before 30 days. We simplified that to there are voting rights relative to the Board of Directors who is the governing body of each of these subsidiaries of Pennichuck Corporation as the shareholder to these subsidiaries that they can vote on their share of ownership of these companies. MOTION CARRIED NEW BUSINESS – ORDINANCES – None PUBLIC COMMENT - None REMARKS BY THE ALDERMEN Alderwoman Melizzi-Golja I would like to congratulate Mr. Goodhue and in looking at the letter it looks like your new appointment is effective on November 6th so Mr. Patenaude, thank you so much for all of your work and your continued efforts. I hope you enjoy your retirement. Mr. Leonard John Patenaude has done for this city and these companies great work. It’s not obvious but now that we are four years after the acquisition, John really saw this thing through step-by-step and he understood how to make it happened the way it was planned and I think the city got an awfully good deal with John Patenaude. I agree with your comments, Alderwoman Melizzi-Golja. Mr. Goodhue I would say from the company perspective that I would concur whole-heartedly. Alderman McGuinness I would also like to concur with Alderwoman Melizzi-Golja’s comments, very nice. Pennichuck Water Special Committee -12- 09/15/15 Alderman Wilshire As would I. POSSIBLE NON-PUBLIC SESSION ADJOURNMENT MOTION BY ALDERMAN WILSHIRE TO ADJOURN MOTION CARRIED The Pennichuck Water Special Committee meeting was adjourned at 7:53 p.m. Alderman Sean M. McGuiness Committee Clerk

Agenda

PENNICHUCK WATER SPECIAL COMMITTEE SEPTEMBER 15t 2015 7:00 p.m. Aldermanic Chamber ROLL CALL PUBLIC COMMENT COMMUNICATIONS From: John L. Patenaude, Chief Executive Officer Re: R-15-155, Amending the By-Laws of All Subsidiaries of Pennichuck Corporation From: Thomas J. Leonard, Chairman, Pennichuck Board of Directors Re: Appointment of Larry D. Goodhue as Chief Executive Officer From: John L. Patenaude, Chief Executive Officer Re: Pennichuck Corporation Quarterly Report to the Sole Shareholder for the Quarter Ended June 30, 2015 UNFINISHED BUSINESS - None NEW BUSINESS - RESOLUTIONS R-15-155 Endorser: Mayor Donnalee Lozeau AMENDING THE BY-LAWS OF ALL SUBSIDIARIES OF PENNICHUCK CORPORATION NEW BUSINESS - ORDINANCES - None PUBLIC COMMENT REMARKS BY THE ALDERMEN POSSIBLE NON-PUBLIC SESSION ADJOURNMENT PENNICHUCK \ Ì . t MANI III SII H SIKH I l'O t l f j * IV-»/ Mt.KKIMACK, N i l iriOb l . l V - t ï (6031 BO'/ S19I l-AX (603) ? 13-230:. WWW I'f. NNICHIJCK.COM VIA HAND DELIVERY July Z, 2015 Stephen Bennett, Esq. Corporation Counsel City of Nashua City Hall 229 Main Street Nashua, NH 03060 Dear Attorney Bennett: Introduction: The City of Nashua, New Hampshire (the ''City") is the sole corporate shareholder of Pennichuck Corporation ("Pennichuck"). The City has been the sole shareholder since the acquisition of Pennichuck on January 25,2012. The purpose of this letter is to request that the City, acting in its capacity as sole shareholder, approve resolutions authorizing the amendment of the Bylaws of Pennichuck's five corporate subsidiaries: Pennichuck Water Works, Inc.; Pennichuck East Utility, Inc.; Pittsfield Aqueduct Company, Inc.; Pennichuck Water Service Corporation; and The Southwood Corporation. The proposed amendments to the Bylaws have beenreviewedand approved by Pennichuck's legal counsel, Rath, Young and Pignatelli, P.C. The purpose of the proposed amendments is to: (1) update the subsid iary Bylaws toreflectmore modem corporate governance practices; (2) establish the same format for the Bylaws of each subsidiary; (3) eliminate the need for quarterly meetings for certain subsidiaries; (4) provide for a consistent list of officersrequiredfor the subsidiaries; (5) provide a consistent shareholder annual meeti ng dale; (6) simplify voting rights; and (7) other changes asreflectedin thered-linedversions provided. -2- Shareholder Approval of Bvlaw Changes Required: Under Article IX of Pennichuck's Articles of Incorporation, the City, acting en its capacity as Pennichuck's sole shareholder, must approve- "(2) any action to amend the By-Laws of the Corporation or any of the Subsidiaries (emphasis added). Wc have enclosed the following documents to assist the City as it considers this request: (I) a "clean" version of the Bylaws including all of the proposed amendments (to be used for atl subsidiaries); and (2) "redlined" versions showing all of the proposed changes marked against the current Bylaws of each subsidiary. Approval bv the Subsidiaries* Board of Directors: The Pennichuck Board of Directors has reviewed and approved the proposed amendments to each of the subsidiary Bylaws. If the City approves the proposed amended Bylaws, the Board of Directors of each subsidiary wilt then adopt the amended Bylaws reflecting all proposed changes. Requested Approval: Pennichuck respectfully requests that the City, acting in its capacity as sole shareholder of Pennichuck, and pursuant to Artictc 1X(2) of Pcnnichuck's Articles of Incorporation, authorize the following action: RESOLVE: that the City hereby approves the proposed amended bylaws o f cach of Pennichuck Water Works, Inc., Pennichuck East Utility, Inc., Pittsfietd Aqueduct Company, Inc., Pennichuck Water Service Corporation and The Southwood Corporation. Respectfully submitted, PENNICHUCK CORPORATION /<' . „ By v. — - . John L. Patenaude Chief Executive Officer cc. Mayor Donnalee Lozeau PENNICHUCK \ RECO JUL I ,lui\ : 4 . 2015 Mr. Da\ id V . Deane President Board ol" Aldermen City of Nashua 229 Main Street Nashua. M I 01060 Dear President Deune: The Board of Directors o f P e n n i c h u c k Corporation is pieased to inform you that it has appointed l.arrj D. Goodhue as the Chief Executive Officer of the C o m p a n j effective November 6, 2015. succeeding John I . Patenaude upon his retirement. i'he Board of Directors began an c x e c u i i \ e search process during the m o n t h o f J u n u u r y b\ advertising this position on the American W ater Works Association j o b site. 1 he Board received 15 resumes and interviewed three candidates for the position. I he Board of Directors participated in the interviews and unanimously selected Mr. G o o d h u e . Mr. G o o d h u e has been the Chief f i n a n c i a l O f f i c e r ¡ind Treasurer of Perm ¡chuck Corporation and its subsidiaries since March 2012 and Controller since December 2006. Prior to joining Pennichuck. Mr. G o o d h u e served in executive positions for both private and public companie for near!> twenty years. He brings important financial expertise c o u p ' e d with valuable business experiences and perspectives from both inside and outside of Pennichuck C urporation. Mr. Goodhue holds a Bachelor of Science degree in Business Administrati >n from Merrimack College. Mr. G o o d h u e and Mr. Patenaude witl be working together in the upcoming months to provide an o r d e r h transition. Reuards. Thomas J, I eonard Chairman Board of Directors cc. Board of Aldermen M a y o r DonnaJee i o / e a u P E N N I C H U C K\ 25 MANCHESTER STREET PO BOX 1947 MERRIMACK, NH 0 3 0 5 4 - 1 9 4 7 (603) 8 8 2 - 5 1 9 1 FAX (603) 9 1 3 - 2 3 0 5 W W W . PEN N i C H UCK C O M August 4,2015 Mr. David Deane, President Nashua Board of Aldermen City of Nashua 229 Main Street Nashua, NH 03060 Dear President Deane: Enclosed for your information is the Pennichuck Corporation Quarterly Report to the Sole Shareholder for the Quarter Ended June 30,20)5. Please contact me (603-913-2301 ) or Larry Goodhue, the Company's Chief Financial Officer (603-913-2312), if you have any questions relative to the report. Sincerely John L. Patenaude Chief Executive Officer cc. Board of Aldermen Mayor Donnalee Lozeau Stephen Bennett, City Corporation Counsel John Griffin, City Chief Financial Officer PENNICHUCK Pennichuck Corporation Quarterly Report to the Sole Shareholder (City of Nashua Board of Aldermen) Quarter Ended June 30,2015 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Executive Summary • Revenues for the second quarter of 2015 were 15.6% higher than the prior year ($10,9 million for 2015 versus $9.5 million for 2014). Revenues on a year-to-date basis were 9.2% higher than the prior year ($19.4 million for the six months in 2015 versus $17.8 million in 2014). • Operating Income for the second quarter of 2015 was 58.4% above the prior year ($3.0 million for 2015 versus $1.9 million for 2014). Operating Income on a year-to-date basis is 29.6% above the prior year ($3.7 million for 2015 versus $2.9 million for 2014). • Pre-Tax Income for the second quarter of 2015 was $0.2 million versus a loss of $0.7 million for 2014. On a year-to-date basis, the pre-tax loss was $1.4 million for 2015 versus $2.1 million for 2014. • Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) for the second quarter of 2015 was 33.0% higher than the prior year ($4.5 million in 2015 versus $3.4 million for 2014). On a year-to-date basis, EBITDA was $6.8 million for 2015 versus $5.9 million for 2014. • During the quarter, the Company paid $2.2 million to the City in principal, interest and dividends to fund the City Acquisition Debt. Year-to-date, the Company has paid $4.4 million to the City in principal, interest and dividends to fund the City Acquisition Debt. • Capital expenditures for the second quarter of 2015 were $2.4 million compared to $ 1.4 million in the second quarter of 2014. On a year-to-date basis, capital expenditures for 2015 were $3.4 million compared to $2.2 million in 2014. • April 30, 2015 - The Public Utilities Commission approved a 1.15% Water Infrastructure and Conservation Adjustment (WICA) surcharge for Pennichuck Water Works, Inc. • May 29,2015 - Pennichuck Water Works, Inc. filed a financing petition for up to $25.5 million with the Public Utilities Commission relative to its Integrated Capital Finance Plan. 2 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) We continue to operate as planned. We continue to provide excellent service to our customers and there has been little or no disruption in the Company's operations. Unaudited Financial Highlights Financial highlights on a Generally Accepted Accounting Principles ("GAAP") basis for the second quarter of 2015 as compared to the second quarter of 2014, and the six months of 2015 as compared to the six months of 2014, are as follows: ($000* s) Quarter Ended Year-to-Date June 30.2015 June 30.2014 June 30.2015 June 30.2014 Revenues Regulated Utilities $10,140 $ 8,772 $17,810 $16,324 Other 795 686 1.591 1.439 Total 10,935 9,458 19,401 17,763 Operating Expenses Regulated Utilities 7,141 6,932 14,135 13,572 Other 822 650 1.566 1.335 Total 7,963 7,582 15,701 14,907 Operating income 2,972 1,876 3,700 2,856 Non-Operating Income (Expense) (41) I (48) 10 Net Interest Expense (2,699) (2,529) (5.066) (5,010) Pre-Tax Income (Loss) 232 (652) (U4I4) (2,144) Income Tax Benefit (Expense) (180) 53 143 156 Net Income (Loss) $ 52 $ (599) $ n .27 n $(1,988) Earnings Before Interest, $ 4.540 $ 3.413 $ 6.849 $ 5.920 Taxes, Depreciation and Amortization Revenues from the water utility operations increased 16% in the quarter and 9% on an annual basis versus last year. The increases are mainly attributable to increased water usage based on weather conditions which was partially augmented by permanent rate increases for Pennichuck East Utility, Inc. and Pittsfield Aqueduct Company, Inc., which went into effect in July 2014. Revenues from the unregulated water service business have increased 16% in the second quarter over the prior year, primarily due to unplanned maintenance activities. On a year-to-date basis, the unregulated water service revenues are up by 11%. 3 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Operating Expenses have increased approximately 5% in the second quarter and 5% on a year-to-year basis. The increase is mainly attributable to increased direct operating costs associated with the increase in water consumption levels, as well as increases in real estate taxes and labor costs. Operating Income has increased year-over-year as a result of the increased revenue levels recognized year-to-date. Interest Expense increased slightly on a second quarter and year-over-year comparison associated with new debt incurred in late 2014. The second quarter pre-tax income and year-to-date pretax loss for 2015 are both at higher earned amounts than the pretax losses for 2014 due to increased revenues and the expense variations discussed above. The year-to-date income tax benefit in the current year reflects the treatment for the Municipal Acquisition Regulatory Asset, which is not deductible for tax purposes. Therefore, the tax benefit is 10.1% versus the statutory rate benefit of 39.6% on a year-to-date basis. Earnings before interest, taxes, depreciation and amortization (EBITDA) are higher than EBITDA for the same periods last year due to higher revenues. 4 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Balance Sheet As of As of June 30. 2015 December 31. 2014 (Unaudited) (Audited) Assets (000's) Property, Plant & Equipment, Net $ 174.647 $ 173.287 Current Assets: Cash 1,583 2,987 Restricted Cash 5,353 5,264 Restricted Cash - 2014 Bond Project Fund 15,375 16,847 Restricted Cash - Bond Refund Escrow 23,725 Accounts Receivable 6,367 4,631 Inventory 845 802 Other Current Assets No,e' 1,850 1.682 Total Current Assets 31.373 55.938 Other Assets: Acquisition Premium Nole2 77,957 78,885 Other Assets 15.349 15.697 Total Other Assets 93.306 94.582 TOTAL ASSETS $ 299.226 $ 32MQ2 Shareholders* Equity and Liabilities Shareholders' Equity $ 23.223 $ 24.590 Bonds, Notes and Mortgages 198.544 198.032 Current Liabilities: Current Portion of Long-Term Debt 3,002 26,275 Other Current Liabilities 3.069 2.948 Total Current Liabilities 6.071 29.223 Other Long-Term Liabilities: CIAC, net 36,629 36,532 Deferred Income Taxes 20,246 20,334 Accrued Pension Liability No,e3 7,953 8,017 Other Long-Term Liabilities 6.660 7.079 Total Other Long-Term Liabilities 78,488 71.962 TOTAL SHAREHOLDERS' EQUITY AND $ 229J26 $ 323JQ7 LIABILITIES 5 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Note 1 (Other Current Assets) - At December 31,2014, approximately $7,000 of this balance is comprised of prepaid property taxes, which were expensed in the first quarter, relating to taxes paid in November and December of 2014 for the second half of the property tax year ended March 31,2015. The balance of prepaid property taxes as of June 30, 2015 is $39,000. Note 2 - In accordance with GAAP, the Acquisition Premium is being written-off over the 30-year life of the principal of the City Acquisition Debt. The difference in the balance of Acquisition Premium between December 31,2014 and June 30, 2015 is due to the amortization for the six months of 2015. Note 3 - During the six months of 2015, $461,000 was contributed into the Pension Plan, while approximately $232,000 in benefit payments were made to participants and approximately $40,000 of investment income and appreciation was earned in the plan. 6 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Unaudited Cash Flow Statement Cash Flow on a GAAP basis for the second quarter of 2015 as compared to the second quarter of 2014, and the year-to-date 2015 versus 2014, are as follows: ($000*s) Quarter Ended Year-to-Date June 30.2015 June 30. 2014 June 30.2015 June 30.2014 Operating Activities: Net Income (Loss) $ 52 $ (599) S (1,271) $ (1.988) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: Depreciation and Amortization 1,665 1,589 2,977 3,168 Provision for Deferred Taxes 194 (39) (116) (129) Other (10) (6) (18) (14) Changes in Assets and Liabilities: (Increase) Decrease in Accounts Receivable (1,885) (927) (1,736) (707) (Increase) Decrease in Inventory (67) (49) (43) 20 (Increase) Decrease in Other Assets (1,056) (1,030) 320 6 Increase (Decrease) in Accounts Payable 927 454 333 349 Increase (Decrease) in Other Liabilities (674) 133 (229) 45 Net Cash Provided by (Used in) Operating Activities (854) (474) 217 750 Investing Activities: Purchases of Property, Plant & Equipment, including the Debt Component of AFUDC (2,522) (1,658) (3,734) (2,626) (Increase) Decrease in Restricted Cash 1,151 (26) 25,108 227 Change in Deferred Land Costs - 1 - 1 Net Cash Provided by (Used in) Investing Activities (1,371) ( 1.683) 21.374 (2.398) Financing Activities: Borrowings (Repayments) on Line of Credit - 2,137 2,445 Payments on Long-term Debt (628) (790) (24,994) (1,775) Contributions in Aid of Construction 15 9 15 33 Proceeds from Long-term Borrowings 591 126 2,227 126 Debt Issuance Costs (47) (41) (105) (81) Dividends Paid (69) (69) (138) (138) Net Cash Provided by (Used in) Financing Activities (138) 1.372 (22.995) 610 Increase (Decrease) in Cash and Cash Equivalents (2,363) (785) (1,404) (1,038) Cash and Cash Equivalents at Beginning of Period 3.946 785 2.987 1,038 Cash and Cash Equivalents at End of Period S J,5g3 $. 0 $ 1T583 $ 0 Financial information is available on the Company's website (www.Pennichuck.com) under the "Company Reports'1 caption. 7 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Capital Expenditures Capital Expenditures in the second quarter of 2015 were $2.4 million as compared to $1.4 million in the second quarter of 2014. Capital Expenditures for the year-to-date were $3.4 million as compared to $2.2 million in 2014. Major expenditures in the first half of 2015 included: Asset Management, GIS, Data Presentation System $ 524,000 Pump Station (Hardwood Estates - Derry) $ 462,000 Vehicles, Trucks, Excavators $ 383,000 Timberline Pump Station (Nashua) $ 221,000 Meters (All Systems) $218,000 Water Main Replacement (W&E - Windham) $ 198,000 Water Main Replacement (Foundry Street - Amherst) $ 168,000 Subsequent Events Financing On January 20,2015, the entire balance in the Restricted Cash Bond Refund Escrow Account, which included $23,350,000 of principal due on the Pennichuck Water Works, Inc. refinanced bonds, as well as approximately $375,000 of accrued interest due on those bonds, was paid out to holders of the debt instruments. On March 4,2015, Pennichuck East Utility, Inc. completed a financing transaction with CoBank, ACB in the amount of $625,000 for a term of 25 years at an interest rate of 4.9%. On March 16, 2015, Pennichuck East Utility, Inc. completed a financing transaction with the New Hampshire Department of Environmental Services under the State Revolving Fund Program in the amount of $510,000 for a term of 20 years at an interest rate of 2.72%. The loan will fund the replacement of mains at the W&E System in Windham. On May 15, 2015, Pennichuck Water Works, Inc., Pennichuck East Utility, Inc. and Pittsfield Aqueduct Company, Inc. completed a financing transaction with the New Hampshire Department of Environmental Services under the State Revolving Fund Program in the amount of $3,500,000, $400,000 and $165,000, for a term of 20 years at an interest rate of 3.1689%. The loans will fund main installation and/or replacements in Merrimack, Barnstead and Pittsfield, New Hampshire. On May 29,2015, Pennichuck Water Works, Inc. filed a financing petition with the New Hampshire Public Utilities Commission to issue up to $25.5 million of bonds to refinance three existing debt instruments and finance the construction of a new operations facility. 8 Pennichuck Corporation - Quarterly Report (Quarter Ended June 30,2015) Educational Programs The Company celebrated Water Week (May 4-11) by providing tours of the Concord Street Water Treatment Plant to 4th grade students from the Nashua school system. The Company provided a water protection program to the 5th grade students of the Nashua school system. The Company sponsored a poster contest for the students which culminated in the Watershed Poster Award Ceremony for the winning students at Nashua City Hall on May 6,2015. CEO Succession The Board of Directors recently announced that Larry Goodhue, the Company's Chief Financial Officer, Treasurer and Controller, will be promoted to the position of Chief Executive Officer effective November 6,2015. The Company's current Chief Executive Officer, John Patenaude, will retire on November 6, 2015. 9

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