810-RICR-00-00-4. Filing of Annual Reports by Water Carriers (version Adoption, 09/25/2003 to 09/25/2003)

STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS PUBLIC UTILITIES COMMISSION RULES AND REGULATIONS GOVERNING THE FILING OF ANNUAL REPORTS BY WATER CARRIERS Date of Public Notice: April 16, 2003 Date of Public Hearing: May 9, 2003 and May 13, 2003 Effective Date: September 5, 2003 2 I. Introduction and Purpose Pursuant to R.I.G.L. §§ 39-1-1, 39-1-7, 39-1-13, 39-1-15, 39-1-21, 39-1-22, 39-1- 38, 39-3-11, 42-35-1 et seq. the Commission finds that in order to carry out its charge in R.I.G.L. § 39-1-1 “to supervise [and] regulate…the conduct of companies offering to the public in intrastate commerce…transportation services…for the purpose of increasing and maintaining the efficiency of the companies, according desirable safeguards and convenience to their employees and to the public, and protecting them and the public against improper and unreasonable rates, tolls and charges….” all water common carriers doing business in the State of Rhode Island are required to file Annual Reports with the Commission not later than ninety (90) days following the close of the company’s fiscal year. II. Definitions (a) The terms common carrier shall have the same meaning and scope as is defined in R.I.G.L. § 39-1-2(7). (b) The term public utility shall have the same meaning and scope as is defined in R.I.G.L. § 39-1-2(20). (c) Water common carrier shall mean a common carrier of persons and/or property operating upon water between termini within the State of Rhode Island with annual revenues of $100,000 or greater. (d) Company shall mean the water common carrier filing the annual report. (e) Commission shall mean the Rhode Island Public Utilities Commission. (f) Division shall mean the Rhode Island Division of Public Utilities and Carriers. III. Filing of Annual Reports (a) Time for Filing Water common carriers doing business in the State of Rhode Island are required to file Annual Reports with the Commission not later than ninety (90) days following the close of the company’s fiscal year. If annual revenues are under $1 million, the entity may file its report not later than 120 days after the close of the company’s fiscal year. (b) Form and Quantity The company shall file an original and two (2) copies with the Commission. One copy filed with the Commission will be provided to the Division. The filing shall 3 conform with requirements set forth in Section III(c) of these Rules. A company may use the form appended to these rules and identified as Appendix A. However, to the extent that any inconsistencies arise between the Rules and Regulations and the Examples, the Rules and Regulations shall apply. (c) Content Each annual report shall contain the following information: (1) Company Name; (2) Identification of the twelve-month period of the report; (3) Identification of the type of organization (corporation, partnership, Limited Liability Company, etc.) (4) Principal location of operations and address for its offices; (5) Date and state of incorporation, if applicable; (6) A brief description of services rendered by the company; (7) Name and title of the company officer responsible for providing the information contained in the report; (8) An attestation, signed and dated by an officer of the company confirming that the information contained in the report is complete and accurate, to the best of that officer’s knowledge; (9) Information regarding officers/directors of the company: (A) Name, title and address of each officer/director of the company and (B) Value of salary, fees, and/or fringe benefits paid to each officer/director. (10) List of owners/shareholders with an ownership or control interest in the company of 20% or greater; (11) Compensation and benefit information for those individuals whose annual wages exceed $50,000, stating separately the amount of wages, fringes benefits (described), incentive bonuses, etc. for each such individual listed; (12) Itemization of important changes that occurred during the reporting year, including: (A) Changes in services/operating schedules of the vessels owned by the reporting company; or a filing of the current operating schedule; (B) Acquisition of ownership in other companies, indicating all acquisitions where a majority of ownership has been acquired by this reporting entity; (C) Acquisition through lease or purchase of additional vessels, including obligations entered into to have a vessel constructed for use by this reporting entity; (D) Terms of any sale or sublease of vessels owned by the reporting entity; (E) Obligations incurred as a result of issuance of securities or assumption of liabilities or guarantees; 4 (F) Fines or penalties assessed by any local, state or federal agency/service that has jurisdiction over operations where such fines and penalties exceed $500; (G) Changes in articles of incorporation or amendments to charter, explaining the nature and purpose of such changes or amendments; (H) State briefly the status of any legal proceeding pending at the end of the year, and the results of any such proceedings culminated during the year. (13) Balance Sheet (14) Income Statement and Changes in Retained Earnings (15) If available, notes to financial statements including: (A) Whether the financial statements have been audited by an outside firm and whether the financial statements contained in this report correspond to those in the audited reports of the company; (B) Particulars regarding any significant contingent assets or liabilities existing at year-end including an explanation of any action initiated by the Internal Revenue Service or any other regulatory body; (C) An explanation of any restatements to the prior fiscal year’s financial statements; (D) An explanation of any restrictions on assets or capital surplus of the company; (E) The failure to meet any loan covenants or restrictions; (F) Any other pertinent information that would be disclosed in footnotes for general purpose financial statements. (16) Itemized list of all outside professional services including legal, fiscal, engineering, design services, etc. where individual/firm’s compensation was in excess of $5,000. The list shall include the name of the vendor, description of the work performed, and the dollar amount paid; (17) Disclosure information related to transactions with affiliated companies and/or individuals where the value of such transaction is $1,000 or greater; (18) Outstanding loan information presenting, for each effective loan, the lender’s name, due date of the loan, annual interest rate, description of collateral pledged, beginning and end of year balance, and interest paid during the year; (19) Dividend payment information for preferred and common stock for the current and prior fiscal years. Include number of shares outstanding, dividend payment date(s), and amount stated as dollars per share and in total; (20) A summary of the capital assets and depreciation by asset category; (21) List vessels owned or leased, and for each vessel owned, report the name of the vessel, date of acquisition, depreciable life (years), original cost, accumulated depreciation, net book value, number of months in service (current year); for each vessel leased, report the name of the vessel, name of lessor, beginning date of lease, duration of lease (years), current year lease payments, number of months in service (current year). 5 (22) A summary of insurance carried; (23) To the extent that it is available, the following statistical information is to be listed by month: (A) Number of passengers transported; (B) Amount of cargo transported; (C) Number of vehicles transported; (D) Number of tickets sold, categorized as passenger, vehicle or cargo and whether it is one-way or round trip or seasonal; (E) Revenue from sales for each of the above categories. IV. Access to Public Records Act The information contained in the annual report is deemed to be “public information” unless it falls under the exceptions set forth in R.I.G.L. § 38-2-2 and/or granted protection from disclosure by the Commission under a request pursuant to Commission Rule 1.2(g). Appendix A STATE OF RHODE ISLAND PUBLIC UTILITIES COMMISSION ANNUAL REPORT OF WATER CARRIERS Company For the year ending_______________________________ Each water carrier transporting passengers, vehicles, and/or freight pursuant to a water carrier certificate of public convenience and necessity issued by the Rhode Island Department of Public Utilities (Division) shall submit an annual report to the Public Utilities Commission, if the water carrier’s annual revenue is $100,000 (one hundred thousand dollars) or greater. The original and one copy of the report, based on the company’s most recent fiscal year, is to be filed with the Commission clerk not later than 90 days after the close of the company’s fiscal year. If annual revenues are under $1 million, the entity may file its report not later than 120 days after the close of the company’s fiscal year. Report of: ____________________________________________________________________ (Report exact legal name of the utility) Type of Organization____________________________________________________________ (i.e. corporation, partnership, etc.) For the year ended_______________________________________________________________ Principal location(s) _____________________________________________________________ _________________________________________________________________________ Name of contact person__________________________________________________________ Title __________________________________________________________ Telephone_________________________________ Date and state of incorporation, or date of commencement of service ______________________ Brief description of services rendered _______________________________________________ __________________________________________________________________ __________________________________________________________________ ________________________________________________________ This report is an Original / a Resubmission. ATTESTATION The undersigned officer certifies that he/she has examined the accompanying report, and that to the best of his/her knowledge, information, and belief, all statements and representations in the accompanying report are true and the accompanying report is a correct statement of business and affairs of the above named business for the period indicated. Name_________________________________________ Title__________________________ Signature______________________________________ Date__________________________ 1 INDEX TO REPORT Schedule / Information Page Company Officers –Salaries 2 Company Directors 2a Principal Stockholders—Compensation 3 Important Changes During the Year 4 Balance Sheet 5, 5a Income Statement and Changes in Retained Earnings 6, 6a Notes to financial Statements 7 Outside Professional Services 8 Loan Information 9 Dividend Information—Current and Prior Years 10 Capital Assets 11 Summary of Vessels in Service 12 Summary of Insurance 13 Monthly Statistical Information 14, 14a OFFICERS OF THE COMPANY Report below the title, name, address, and salary, fees, and benefits (value of) paid to each officer of the Company. TITLE NAME ADDRESS SALARY, FEES, BENEFITS $ $ $ $ $ $ $ $ $ $ $ $ 2 DIRECTORS OF THE COMPANY Report below the name, address, and fees and benefits (value of) paid to each director of the Company. NAME ADDRESS FEES, BENEFITS $ $ $ $ $ $ $ $ $ $ $ $ 2a PRINCIPAL STOCKHOLDERS Report below the names and addresses of stockholders of common stock representing a twenty percent or greater company ownership as of the end of the fiscal year. NAME AND ADDRESS Number of shares COMPENSATION List below information relating to compensation and benefits for any individuals whose annual wages exceed $50,000. List separately wages, fringe benefits (describe if value exceeds $5,000), incentive bonuses, etc. NAME OF INDIVIDUAL WAGES BONUSES FRINGE BENEFITS Name: $ $ $ Fringe Benefits Description: Name: $ $ $ Fringe Benefits Description: Name: $ $ $ Fringe Benefits Description: Name: Fringe Benefits Description: Name: $ $ $ Fringe Benefits Description: 3 IMPORTANT CHANGES DURING THE YEAR Give particulars (details) concerning the matters indicated below. Make the statements explicit and precise, and number them in accordance with the inquiries. Each item should have a response; enter “none” or “not applicable” or “NA” if appropriate. If information answering the inquiry is provided elsewhere in the report, make reference to the schedule/ page where the information is provided. 1. Changes in the services / operating schedules of the vessels owned by the reporting company / entity. The utility may report/ file its current operating schedule in lieu of reporting changes in the schedule. 2. Acquisition of ownership in other companies. Indicate all acquisitions and note those companies where a majority of ownership has been acquired by this reporting entity. Also, indicate all acquisitions where officers, owners, or directors have acquired a majority of ownership in an entity that has a business relationship with the reporting entity. 3. Acquisition through lease or purchase of additional vessels. Also, obligations entered into to have a vessel constructed for use by this reporting entity. 4. Sale or sublease of vessels owned by the reporting entity. 5. Obligations incurred as a result of issuance of securities or assumption of liabilities or guarantees. 6. Fines or penalties assessed by any local, state or federal agency / service that has jurisdiction over operations where such fines or penalties exceed $500. 7. Changes in articles of incorporation or amendments to charter: explain the nature and purpose of such changes or amendments. 8. State briefly the status of any materially important legal proceedings pending at the end of the year, and the results of any such proceedings culminated during the year when such legal action / proceeding resulted in or may cause to result in a material adverse effect on the financial status or operations of the company. 4 ______________________________________________ _______________________ Name of company Year-end date of report BALANCE SHEET ASSETS & OTHER DEBITS Description Balance at Beginning of Year Balance at End of Year CURRENT ASSETS: Cash $ $ Accounts Receivable – Trade Less: Allowance for Doubtful Accounts Net Accounts Receivable – Trade Receivables – Associated Companies Receivables – Other Prepaid Expenses Total Current Assets $ $ PROPERTY, PLANT & EQUIPMENT: $ $ Land Vessels Leasehold Improvements Equipment Less – Accumulated Depreciation Total Property, Plant, and Equipment $ $ OTHER ASSETS Restricted Cash $ $ Prepaid Expense Total Other Assets $ $ Total Assets $ $ 5 ______________________________________________ _______________________ Name of company Year-end date of report BALANCE SHEET CAPITALIZATION AND LIABILITIES Description Balance at Beginning of Year Balance at End of Year CURRENT LIABILITIES: Bonds Payable Within One Year $ $ Payables – Associated Companies Payables – Other Accrued & Withheld Payroll Taxes Accrued Interest Accrued Payroll and Vacation Pay Accrued Pension Charter Deposits Accrued Expenses – Other Unearned Revenue Total Current Liabilities $ $ LONG-TERM DEBT Bond Payable less Bonds Payable Within One Year (entered above as current liability) $ $ CAPITALIZATION: Common Equity $ $ Common Stock Other Paid-in Capital Unappropriated Retained Earnings Total Common Equity $ $ Contributed Capital $ $ Preferred Stock $ $ Total Capitalization $ $ Total Capitalization and Liabilities $ $ 5a ______________________________________________ _______________________ Name of company Year-end date of report INCOME STATEMENT and CHANGES IN RETAINED EARNINGS Description Current Year Previous Year Operating Revenue: Passenger $ $ Vehicle Freight Mail Tour and Cruise Charters Other Revenue (Itemize): Total Gross Operating Revenue $ $ Operating Expenses: Salaries and Wages $ $ Payroll Taxes Employee Benefits Pension Repairs and Maintenance Fuel Insurance Telephone Mail Agents Office Postage Travel Injuries and Damages Miscellaneous Charters Professional Fees Dues and Subscriptions Training Utilities and Heat Janitorial Rent Terminal Advertising 6 ______________________________________________ _______________________ Name of company Year-end date of report INCOME STATEMENT and CHANGES IN RETAINED EARNINGS (Continued) Description Current Year Previous Year Operating Expenses (Continued): Depreciation Amortization Lease expense – Vessels Lease expense – Other Other Expenses (Itemize): Property Taxes Federal Income Tax State Income Tax Landing fees Total Gross Operating Expenses $ $ Gross Income (Loss) $ $ Interest Expense Interest Income Net Income (Loss) $ $ Retained Earnings, Beginning of Year $ $ Dividends Declared / Paid $ $ Other Adjustments $ $ Retained Earnings, End of Year $ $ 6a ______________________________________________ _______________________ Name of company Year-end date of report NOTES TO FINANCIAL STATEMENTS Footnotes are often provided to disclose accounting policies or to note where the financial statements do not conform to generally accepted accounting principles or Commission reporting requirements. If footnotes have been prepared for financial statements, provide a copy of those notes (even if available footnote data is incomplete). If footnotes have not been prepared for financial statements, then provide footnote data if available or state that a compilation of footnote data is not available. The footnotes would normally disclose information that includes: • Whether the financial statements have been audited by an outside firm, and whether the financial statements in this report correspond to those in the audited reports of the company, • Particulars regarding any significant contingent assets or liabilities existing at year-end. This would include an explanation of any action initiated by the Internal Revenue Service or any other regulatory body (i.e. – matters involving the environment, safety, etc.), • An explanation of any restatements to the prior fiscal year’s financial statements, • An explanation of any restrictions on assets or capital surplus of the company, • The failure to meet any loan covenants or restrictions, and • Any other pertinent information that would be disclosed in footnotes for general purpose financial statements. Notes to Financial Statements: 7 ______________________________________________ _________________________________________ Name of company Year-end date of report OUTSIDE PROFESSIONAL SERVICES Itemized list of outside professional services (legal, fiscal, engineering, design services, etc.,) and provide a brief description of services when services are in excess of $5,000. Name of Vendor Description of Services Dollar Amount Paid $ $ $ $ $ $ $ $ $ Total of all other services $ $ TOTAL—PROFESSIONAL SERVICES $ Disclosure information: transactions with affiliated companies and/or individuals where the value of such transaction is $1,000 or greater. Name of individual/affiliated company Description of transaction Value of transaction $ $ $ $ $ $ $ $ 8 ______________________________________________ _________________________ Name of company Year-end date of report LOAN INFORMATION Name of Lender Due Date Annual Interest Rate Collateral Pledged Balance Beginning of year Balance End of year Interest Paid During year $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 9 ______________________________________________ _______________________ Name of company Year-end date of report DIVIDEND INFORMATION: PREFERRED STOCK – YEAR BEING REPORTED Number of Shares Outstanding Dividend Payment Date Dividend: Dollars per Share Dividend: Total Dollars $ $ $ $ $ $ $ $ DIVIDEND INFORMATION: COMMON STOCK – YEAR BEING REPORTED Number of Shares Outstanding Dividend Payment Date Dividend: Dollars per Share Dividend: Total Dollars $ $ $ $ $ $ $ $ DIVIDEND INFORMATION: PREFERRED STOCK – PRIOR YEAR Number of Shares Outstanding Dividend Payment Date Dividend: Dollars per Share Dividend: Total Dollars $ $ $ $ $ $ $ $ DIVIDEND INFORMATION: COMMON STOCK – PRIOR YEAR Number of Shares Outstanding Dividend Payment Date Dividend: Dollars per Share Dividends: Total Dollars $ $ $ $ $ $ $ $ 10 ______________________________________________ _______________________ Name of company Year-end date of report CAPITAL ASSETS Provide overall summary information on capital assets by asset category. If this information is not available, please explain and provide or attach such capital asset summary information as is available. Asset Category Service Life or Range Original Cost Accumulated Depreciation Net Book Value Land Vessels Vehicles Docks Buildings Equipment Office Equipment / Furnishings Totals 11 ______________________________________________ _______________________ Name of company Year-end date of report SUMMARY OF VESSELS IN SERVICE AND VESSELS CARRIED IN PLANT ACCOUTNS Vessels owned: Vessel Name Date of Acquisition Depreciable Life (Years) Original Cost Accumulated Depreciation Net Book Value No. of Months in Service Current Year $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Vessels leased: Vessel Name Name of Lessor Beginning Date of Lease Duration of Lease (Years) Current Year Lease Payments No. of Months in Service Current Year $ $ $ $ $ $ $ 12 _______________________________ ____________________ Name of Company Year-end date of report SUMMARY OF INSURANCE Report on all insurance coverage that was in effect during the report year. Type / Description of Coverage Insurance Carrier Period of Policy Coverage Annual Cost 13 ______________________________________________ ______________________ Name of company Year-end date of report MONTHLY STATISTICAL INFORMATION Provide the following information to the extent that it is available. If information is not available, enter “N/A” in the appropriate response column. Ticket Sales - number of tickets sold, by category: MONTH Passengers (one way) Passengers (round trip) Passengers (seasonal) Vehicles (one way) Vehicles (round trip) Vehicles (seasonal) 12-MONTH TOTALS 14 _______________________________________ _________________________________________ Name of company Year-end date of report MONTHLY STATISTICAL INFORMATION – CONTINUED Provide the following information to the extent that it is available. If information is not available, enter “N/A” in the appropriate response column. Revenue by category MONTH Passengers (one way) Passengers (round trip) Passengers (seasonal) Vehicles (one way) Vehicles (round trip) Vehicles (seasonal) Cargo Total Revenue $ $ $ $ $ $ $ $ 12-MONTH TOTALS $ $ $ $ $ $ $ $ 14a