Pennichuck Corporation (NASDAQ: PNNW) today announced a net loss
for its first quarter ended March 31, 2011 of $(36,000), or $(0.01)
per share (diluted), on revenues of $7.9 million. Eminent domain
and merger-related costs incurred in connection with the Company's
November, 2010 agreement to be acquired by the city of Nashua, New
Hampshire, totaled $406,000 for the quarter. Adjusted for such
non-operating costs, first quarter results would have been net
income of $.04 per share (diluted). This compares to net income for
the first quarter in 2010 of $75,000, or $0.02 per share (diluted),
on revenues of $7.4 million. Adjusted for non-operating eminent
domain-related costs which totaled $99,000, 2010 first quarter
earnings would have been $.03 per share (diluted).
The decrease in first quarter 2011 earnings compared with the
same period in the prior year was due principally to the increase
in eminent domain and merger-related costs of $307,000 and higher
utility operating expenses of $432,000, offset in part by increased
water utility revenues of $484,000, a decrease in interest expense
of $43,000 and lower income taxes by $73,000.
The increase in utility revenue was principally due to a
temporary rate increase granted to the Company's Pennichuck Water
regulated water utility subsidiary in October 2010. The increase in
utility operating expenses was due principally to increased
maintenance costs and higher real property taxes including state
utility taxes.
Commenting on the results for the first quarter, Duane C.
Montopoli, Pennichuck's President and Chief Executive Officer,
said, "While the first quarter is typically our softest in terms of
metered water usage volumes, we did see volumes sold in the first
quarter of 2011 nearly identical to the volumes sold last year. The
biggest impact on our first quarter results, compared with the same
quarter in 2010, was the incurrence of certain investment banking
fees associated with our proposed acquisition by Nashua, which
contributed to the small loss for the quarter."
Commenting on the November, 2010 Agreement and Plan of Merger
between the Company and Nashua (the "Merger Agreement"), Mr.
Montopoli added, "We have scheduled a special meeting of
shareholders for June 15, 2011 to vote on the proposed acquisition
of Pennichuck by Nashua, and all shareholders should be receiving
the proxy materials and the ballot necessary to vote their shares
shortly. I urge each shareholder to vote their shares as soon as
possible. Please note that if your Pennichuck shares are held in
the name of a broker, it is important that you contact and
specifically instruct the broker how to vote the shares with
respect to the Merger Agreement. If you do not so instruct the
broker, the shares cannot be voted by the broker and, unless you
attend and vote the shares at the special meeting, the effect will
be the same as a vote of those shares against the acquisition."
About Pennichuck Corporation
Pennichuck Corporation is a holding company involved principally
in the supply and distribution of potable water in New Hampshire
through its three regulated water utilities. Its non-regulated,
water-related activities include operations and maintenance
contracts with municipalities and private entities in New Hampshire
and Massachusetts. The Company's real estate operations are
involved in the ownership, management and commercialization of real
estate in southern New Hampshire.
Pennichuck Corporation's common stock trades on the Nasdaq
Global Market under the symbol "PNNW." Upon completion of the
transaction, Pennichuck's common stock will cease to be publicly
traded. The Company's website is at www.pennichuck.com.
Forward-Looking Statements
This news release may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of Pennichuck Corporation. Forward-looking statements are
based on current information and expectations available to
management at the time the statements are made, and are subject to
various factors, risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not
limited to, a future judicial or regulatory determination that
events prior to the November 11, 2010 effective date of our merger
agreement with the City of Nashua constituted a final determination
of the price to be paid under RSA 38:13 and triggered the statutory
90-day period within which the City was required to decide whether
to take, by eminent domain, the assets of our Pennichuck Water
Works, Inc. subsidiary; the expiration of said 90-day period
without the City having made any such decision; whether the merger
transaction is approved by our shareholders and the NHPUC; whether
the merger transaction is ultimately consummated; the outcome of
requests for rate relief from the NHPUC from time to time; changes
in governmental regulations; legislation and/or regulation and
accounting factors affecting Pennichuck Corporation's financial
condition and results of operations; the availability and cost of
capital, including the impact on our borrowing costs of changes in
interest rates; and, the impact of weather. Investors are
encouraged to access Pennichuck Corporation's annual and quarterly
periodic reports filed with the Securities and Exchange Commission
for financial and business information regarding Pennichuck
Corporation, including a more detailed discussion of these and
other risks and uncertainties that could affect Pennichuck
Corporation's forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking
statement.
Additional Information and Where to Find It
Pennichuck Corporation plans to file with the U.S. Securities
and Exchange Commission and mail to its shareholders a proxy
statement in connection with the transaction (the "Proxy
Statement"). The Proxy Statement will contain important information
about Pennichuck Corporation, the proposed acquisition by the City
of Nashua and related matters. EXISTING AND PROSPECTIVE PENNICHUCK
CORPORATION SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Pennichuck Corporation security holders will be able to obtain
free copies of the Proxy Statement and other documents filed with
the SEC by Pennichuck Corporation through the web site maintained
by the SEC at www.sec.gov. In addition, documents filed by
Pennichuck Corporation with the SEC, including filings that will be
incorporated by reference in the Proxy Statement, can be obtained,
without charge, upon written request addressed to Roland E.
Olivier, Secretary, Pennichuck Corporation, 25 Manchester Street,
Merrimack, New Hampshire 03054.
Participants in the Solicitation
Pennichuck Corporation, its directors, executive officers and
other members of management, and the City of Nashua and its
officials and employees may be deemed to be participants in the
solicitation of proxies in respect of the acquisition contemplated
by the merger agreement. Information regarding Pennichuck
Corporation's directors and executive officers is contained in
Pennichuck Corporation's Annual Report on Form 10-K for the year
ended December 31, 2010, as filed with the SEC on March 4, 2011;
its proxy statement for its 2011 annual meeting, as filed with the
SEC on March 25, 2011, and its proxy statement for its Special
Meeting of shareholders to be held June 15, 2011, as filed with the
SEC on April 22, 2011. Information about the City and its officials
can be found at http://www.gonashua.com. Additional information
regarding the interests of those participants may be obtained by
reading the Proxy Statement regarding the proposed transaction when
it becomes available. EXISTING AND PROSPECTIVE SECURITY HOLDERS
SHOULD READ THE PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED
WITH THE SEC CAREFULLY BEFORE MAKING AN INVESTMENT DECISION WITH
RESPECT TO PENNICHUCK CORPORATION SECURITIES.
Pennichuck Corporation and Subsidiaries
Comparative Financial Results
Quarter Ended March 31: 2011 2010
----------- ------------
Operating Revenues $ 7,892,000 $ 7,394,000
Operating Income $ 1,153,000 $ 1,055,000
Net Income (loss) $ (36,000) $ 75,000
Earnings (loss) Per Common Share:
Basic $ (0.01) $ 0.02
Diluted $ (0.01) $ 0.02
Weighted Average Common Shares Outstanding:
Basic 4,679,385 4,654,531
Diluted 4,679,385 4,669,832
For More Information, Contact: Thomas C. Leonard Senior Vice
President and Chief Financial Officer Phone: 603-913-2300 Fax:
603-913-2305
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