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Pennichuck Corporation — Quarterly Report (Quarter Ended September 30, 2020)

(000’s)
Balance Sheet As of As of
September 30, 2020 December 31, 2019
(Unaudited) (Audited)
Assets
Property, Plant & Equipment, Net $ 237,995 $ 237,182
Current Assets:
Cash 1,826 4.885
Restricted Cash See! 10,289 1,963
Restricted Cash — Bond Project Funds 24 3,426
Accounts Receivable N°? 7,821 5,631
Inventory 626 648
Other Current Assets N°? 1,057 1.418
Total Current Assets 21,643 17.971
Other Assets:
Acquisition Premium 67,718 69,263
Other Assets 13,398 13.727
Total Other Assets 81.116 82.990
TOTAL ASSETS $ 340,754 $ 338.143
Shareholder’s Equity and Liabilities
Shareholder’s Equity $ _ 3.036 $ _ 2.739
Bonds, Notes and Mortgages 223,830 212.296
Current Liabilities:
Lines of Credit 8+ 5,262 9,283
Current Portion of Long-Term Debt 7,167 6,582
Other Current Liabilities X°> 4.552 6.722
Total Current Liabilities 16,981 22.587
Other Long-Term Liabilities:
CIAC, net 54,753 54,770
Deferred Income Taxes 14,122 14,427
Accrued Pension Liability “°“° 12,627 12,971
Other Long-Term Liabilities 15.405 18.353
Total Other Long-Term Liabilities 96.907 100,521
TOTAL SHAREHOLDER’S EQUITY AND $ 340,754 $ 338.143

LIABILITIES

Pennichuck Corporation — Quarterly Report (Quarter Ended September 30, 2020)

Notes to Balance Sheet

Note 1 (Restricted Cash) — At September 30, 2020, the balance of $10.3 million represents an
increase of $8.3 million from the end of 2019, mainly due to (1) the cash generated from the
increased revenue levels year-over-year; and (2) the additional proceeds received from

Pennichuck Water’s September 2" bonding event as a one-time replenishment of the existing
MOERR Rate Stabilization Fund.

Note 2 (Accounts Receivable) — During the nine months of 2020, the balance in Accounts
Receivable increased approximately $2.2 million from the year-end total at December 31, 2019
of $5.6 million. This is mainly attributed to revenue increases generated by the regulated utilities
due to the increased consumption levels year-over-year, as previously discussed, and the fact that
September 30 represents the balance of accounts receivable at the end of the high summer
consumption months, whereas December 31 represents the balance of accounts receivables at the
end of a “base consumption” month.

Note 3 (Other Current Assets) — At September 30, 2020, the balance of $1.1 million represents a
decrease of $0.3 million from the end of 2019, mainly due to the expensing of prepaid property
taxes in the first quarter of 2020.

Note 4 (Lines of Credit) — At September 30, 2020, approximately $1.8 million of this balance
was comprised of the corporate Working Capital Line of Credit which is periodically drawn
upon in support of our operations. The remaining $3.4 million balance relates to Pennichuck
Water Works, Inc. and Pennichuck East Utility, Inc. Fixed Asset Lines of Credit (FALOC),
which are used to fund Construction Work in Progress on capital projects which will be
refinanced into long-term debt obligations or tax-exempt or taxable bond indebtedness annually.

Note 5 (Other Current Liabilities) — At September 30, 2020, approximately $2.7 million of this
balance is comprised of accounts payable which relates to activities that were performed in the
third quarter of 2020.

Note 6 (Accrued Pension Liability) — During the nine months of 2020, $1.2 million was
contributed into the Pension Plan, while approximately $583,000 in benefit payments were made
to participants and approximately $86,000 of investment income and appreciation was earned in
the plan.

Pennichuck Corporation — Quarterly Report (Quarter Ended September 30, 2020)

Unaudited Cash Flow Statement

Cash Flow on a GAAP basis for the third quarter of 2020 as compared to the third quarter of
2019, and the year-to-date 2020 versus 2019, are as follows:

(000’s)
Quarter Ended Year-to-Date
September 30, September 30, September 30, September 30,
2020 2019 2020 2019
Operating Activities:
Net Income (Loss) $ _ 4.058 $ 823 $ 593 $ (3.327)
Adjustments to Reconcile Net Income (Loss)
to Net Cash Provided by Operating Activities:
Depreciation and Amortization 2,138 2,105 6,414 6,299
Provision for Deferred Taxes (1,019) 444 (256) 274
Other (8) (227) (25) (269)
Changes in Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (709) 72 (2,190) (554)
(Increase) Decrease in Inventory 26 8 22 19
(Increase) Decrease in Other Assets 863 1,201 1,245 820
Increase (Decrease) in Accounts Payable 1,195 2,197 (837) 1,571
Increase (Decrease) in Other Liabilities 374 653 (1.655) (598)
Net Cash Provided by (Used in) Operating Activities 6,918 7,276 3.311 4.235

Investing Activities:

Purchases of Property, Plant & Equipment,
including the Debt Component of AFUDC (2,920) (6,746) (5,746) (9,340)

Proceeds from Sale of Property, Plant & Equipment 198 221
(Increase) Decrease in Restricted Cash - - - -
Sale of Investment Securities - - - -
Change in Deferred Land Costs - 109 - 80
Net Cash Provided by (Used in) Investing Activities (2.920) (6,439) (5,746) (9,039)
Financing Activities:
Borrowings (Repayments) on Lines of Credit 582 (881) (4,021) (1,208)
Payments on Long-term Debt (71,641) (932) (76,524) (5,066)
Contributions in Aid of Construction 1 5 20 24
Proceeds from Long-term Borrowings 73,883 3,008 85,035 12,098
Debt Issuance Costs - 34 - 327
Dividends Paid (70) (70) (210) (210)
Net Cash Provided by (Used in) Financing Activities 2.755 1,164 4,300 5.965
Increase (Decrease) in Cash and Cash Equivalents 6,753 2,001 1,865 1,161
Cash and Cash Equivalents at Beginning of Period 5.386 7,500 10,274 8.340
Cash and Cash Equivalents at End of Period $ _ 12,139 $ _ 9,501 $ _ 12,139 $ _ 9,501

Financial information is available on the Company’s website (www.Pennichuck.com).

Pennichuck Corporation — Quarterly Report (Quarter Ended September 30, 2020)

Capital Expenditures

Capital Expenditures in the third quarter of 2020 were $5.2 million as compared to $6.9 million
in the third quarter of 2019. Capital Expenditures for the year-to-date were $5.8 million as
compared to $9.4 million in 2019,

Major expenditures in the nine months of 2020 included:

Locke Lake New Water Source $800,000
Peacham Road Pipeline — Locke Lake 576,000
Carbon Filter Media Changeout — 5 & 6 495,000
Merrimack River Intake 355,000
25 Walnut St. Office Building 350,000
North Barnstead Rd. Main Replacement — Locke Lake 244,000
Workorder System Replacement - CMMS 231,000
Financing

On April 23, 2020, the Company’s Pennichuck Water Works, Inc. subsidiary issued approximately
$7.5 million of tax-exempt and taxable bonds through the NH Business Finance Authority as
reimbursement for its 2019 capital improvements in Pennichuck Water Works’ water supply,
distribution and support systems. The bond issuance was approved by the Pennichuck Board of
Directors and the Sole Shareholder. This issuance had previously received NHPUC approval on
Order No. 26,101, dated February 2, 2018, which authorized up to $32.5 million in bonds via
multiple issuances for the years 2018-2021.

On May 6, 2020, the NHPUC issued Order No. 26,354 which permitted Pennichuck Water Works,
Inc. to borrow up to $2,563,662 from the federal Small Business Administration Paycheck
Protection Program. This loan includes a 2-year maturity at an interest rate of 1 percent, which
includes a provision in which a portion or all of the loan can be forgiven if all employees are kept
on the payroll for eight weeks upon disbursement of the loan proceeds. The loan proceeds were
disbursed by TD Bank, Inc., on behalf of the Small Business Administration on May 8, 2020.

On August 26, 2020, the Company’s Pennichuck Water Works, Inc. (PWW) subsidiary issued
approximately $73.6 million of taxable bonds through the NH Business Finance Authority to:
(1) advance refund and refinance PWW’s series 2014A, 2015A, and 2015B bonds, (2) early
retire an AULI bank loan set to mature on March 1, 2021 with a “bullet” maturity due at that
date, (3) complete the replenishment of the MOERR RSF for PWW back to its authorized
imprest value, and (4) to repay the Pennichuck Corporation Working Capital Line-of-Credit for
monies borrowed to bolster the MOERR RSF at PWW while awaiting rate relief from this
bonding event and the current PWW Rate Case. The bond issuance was approved by the
Pennichuck Board of Directors and the Sole Shareholder. This issuance had previously received
NHPUC approval on Order No. 26,383 dated July 24, 2020, which authorized up to

$75.0 million in bonds.

Pennichuck Corporation — Quarterly Report (Quarter Ended September 30, 2020)

Subsequent Events

Pennichuck Water Works, Inc.

On November 24, 2020, the NHPUC issued Order No. 26,425 approving an overall permanent rate
increase of 11.85%, becoming effective with services rendered back to April 14, 2020. The
permanent rate increase is inclusive of QCPAC surcharges of 4.06% previously approved by NHPUC
Order No. 26,298 on October 19, 2019 for 2018 capital expenditures, resulting in a net increase of
billed rates to customers over and above the QCPAC surcharge already in place, of 7.79%.

Pennichuck East Utility, Inc.

On November 24, 2020, Pennichuck East Utility, Inc. filed a request with the NHPUC for a rate
increase of 21.05% over its current rates for the test year 2019, effective December 24, 2020, for
which 15.0% of this increase is related to a request for a temporary rate increase effective for
services rendered on or after December 24, 2020. The 15.0% temporary rate increase would be
inclusive of a 2.98% QCPAC surcharge which was approved on December 6, 2019 in Order No.
26,313 and a 1.97% QCPAC surcharge which is currently pending in DW 20-019.

Pittsfield Aqueduct Company, Inc.

On November 16, 2020, Pittsfield Aqueduct Company, Inc. filed a request with the NHPUC for a
rate increase of 11.18% over its current rates for the test year 2019, effective December 17, 2020.
The overall rate increase is subject to the normal regulatory filing process with the NHPUC, as
followed for all prior rate case filings, and as such, the final permanent rate increase granted will
be effective retroactive back to the filing date, with final approval by the NHPUC in the Fall of
2021.

V2 PENNICHUCK*

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

NOTICE OF ANNUAL MEETING OF SOLE SHAREHOLDER
To be Held on Saturday, May 8, 2021, at 9:00 a.m.

To Attend the Meeting: Dial 1-425-436-6322, then Enter Access Code 871028#

To the City of Nashua, New Hampshire, in its capacity as the Sole Shareholder of Pennichuck
Corporation:

In accordance with the By-Laws of Pennichuck Corporation and applicable laws, Pennichuck
Corporation hereby provides notice that you are cordially invited to attend the Annual Meeting
of Sole Shareholder of Pennichuck Corporation. The City of Nashua, New Hampshire, is the
Sole Shareholder of Pennichuck Corporation.

The Annual Meeting will be held on Saturday, May 8, 2021, at 9:00 a.m. for the following purpose:

1. To elect three directors, each for a three-year term, and until their successors
are elected and qualified.

Due to the state of emergency declared by Governor Sununu relating to the COVID-19 Virus,
the Annual Meeting of Sole Shareholder will be conducted via electronic and telephonic means.
To attend the meeting, please use the following dial-in instructions:

Dial-in Number: 1-425-436-6322, Access Code: 871028#

To facilitate the City’s review of the matters to be addressed at the Annual Meeting, the
Pennichuck Corporation Board of Directors have approved the delivery of the Proxy Statement
attached to this Notice.

By Order of the Board of Directors,

S LAL

LARRY D. GOODHUE
Chief Executive Officer and
Chief Financial Officer

Nashua, New Hampshire
March 31, 2021

VO PENNICHUCK’

PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060

PROXY STATEMENT

2021 Annual Meeting of Sole Shareholder

To be Held on Saturday, May 8, 2021, at 9:00 a.m.
To Attend the Meeting: Dial 1-425-436-6322, then Enter Access Code 871028#

This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corporation (“Pennichuck Corporation” or the
“Company”), by the Board of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Shareholder for the purpose set
forth in the accompanying Notice of Annual Meeting of Sole Shareholder.

The Annual Meeting will be held on Saturday, May 8, 2021, at 9:00 a.m. Due to the state of
emergency declared by Governor Sununu relating to the COVID-19 Virus, the Annual Meeting

of Sole Shareholder will be conducted via electronic and telephonic means. To attend the meeting,
please use the following dial-in instructions: Dial-in Number: 1-425-436-6322, Access

Code: 871028#.

Matter to be Voted Upon at the Annual Meeting

At the Annual Meeting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation,
is being asked to consider and vote upon the following:

(1) To elect David P. Bernier, Stephen D. Genest and Thomas J. Leonard to the
Pennichuck Corporation Board of Directors, as Class C directors, each for a three-
year term, and until their successors are elected and qualified.

Voting at the Annual Meeting

Background. Pennichuck Corporation was acquired by the City on January 25, 2012. This
acquisition was accomplished pursuant to an Agreement and Plan of Merger reached between the
City and Pennichuck Corporation dated November 11, 2010 (the “Merger Agreement”). The
transaction, in which the City issued $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on

January 11, 2011. The New Hampshire Public Utilities Commission approved the Merger
Agreement on November 23, 2011, concluding that “the transaction is in the public interest and
will not have an adverse effect on rates, terms, service, or operation of the utilities.”

Corporate Structure. As part of the acquisition, the corporate structure of Pennichuck
Corporation and its utility subsidiaries was retained. Under this structure, the City is the sole
shareholder of Pennichuck Corporation. Pennichuck Corporation continues to own five
corporate subsidiaries, including three regulated public utilities (Pennichuck Water Works, Inc.,
Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company, Inc.), an unregulated service
company (Pennichuck Water Service Corporation), and a former real estate holding company
(The Southwood Corporation).

Election of the Board of Directors. Under this corporate governance system, the City exercises
its control over Pennichuck Corporation in its capacity as the Company’s Sole Shareholder in
accordance with the Articles of Incorporation, the By-Laws and the New Hampshire laws
governing business corporations. In accordance with these rules, Pennichuck Corporation’s
business affairs are managed and overseen by a Board of Directors. One of the most important
responsibilities of the City, in its capacity as Sole Shareholder, is to elect members of the Board
of Directors from individuals nominated by the Pennichuck Corporation Board of Directors at
the Company’s Annual Meeting.

Voting at the Annual Meeting. It is important to remember that the City itself is the Sole
Shareholder, not any individual person who may hold an office with the City. The City must
exercise its responsibilities as Sole Shareholder through public meetings of the City’s Board of
Aldermen and Mayor, acting in accordance with applicable New Hampshire laws and the
provisions of the City Charter. As a municipal entity, the City is not typically in a position to
“attend” an annual meeting, or any other meeting of the Sole Shareholder, “in person.”

Traditional corporate law principles provide a ready solution for this type of “institutional”
voting of shares. As the Sole Shareholder, the City may review the proposed vote and take
action at appropriate City meetings determined by the City. The City may then either designate
an individual person to attend the Annual Meeting in person with the authority to vote the City’s
shares in accordance with the City’s determination, or the City may vote its shares by proxy.

To facilitate these options, the Pennichuck Corporation Board of Directors has prepared this
Proxy Statement which contains details of the business to be conducted at the Annual Meeting.
If the City determines to vote its shares by proxy, it should cause the enclosed proxy card to be
completed and returned to Pennichuck Corporation prior to the Annual Meeting. By executing
the enclosed proxy card, the City will be designating the actions it has determined to take with
respect to the matters to be heard at the Annual Meeting and will be authorizing the officers of
the Company named on the proxy card to act as the City’s proxy to vote on the City’s behalf at
the Annual Meeting in accordance with the instructions set forth on the proxy card.

Corporate Governance Matters

Current Board of Directors. The Pennichuck Corporation Board of Directors is divided into
three classes, each class serving for three years following their election and until their successors
have been elected and qualified.

The number of Directors is currently fixed at eleven. Of the eleven directors, three have terms
ending in 2021 (Class C), four have terms ending in 2022 (Class A), and four have terms ending
in 2023 (Class B).

The current members of the Company’s Board of Directors are as follows:

Term Expiring 2021 Term Expiring 2022 Term Expiring 2023
Class C Class A Class B
David P. Bernier C. George Bower James P. Dore
Stephen D. Genest Jay N. Lustig Elizabeth A. Dunn
Thomas J. Leonard John D. McGrath H. Scott Flegal
Preston J. Stanley, Jr. Deborah Novotny

Board Meetings, Committee Meetings and Attendance. In 2020, the Company’s Board of
Directors held 14 Board meetings and 12 Committee meetings. Each current member of the
Board attended a majority of the total number of meetings of the Board of Directors and the
number of meetings of all committees of the Board on which they served. All members of the
Board of Directors attended the 2020 Annual Meeting of Sole Shareholder.

Board Compensation. In 2020, each director, with the exception of Scott Flegal, received an
annual retainer of $12,000. Mr. Flegal, who joined the Board on May 2, 2020, received $8,000
in compensation for his services as a director.

Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation
of the Board and its Committees to determine whether they are functioning effectively. Each
Committee is also required to evaluate their performance.

Corporate Code of Conduct. The Company has adopted a written Corporate Code of Conduct
that applies to its directors, officers and employees. A current copy of the Corporate Code of
Conduct can be found on the Company’s website at www.pennichuck.com, under the “Board of
Directors — Meetings, Minutes and Corporate Governance” caption.

Board Committees. The Board of Directors has established four standing committees: the
Audit, Finance and Risk Committee, the Communications Committee, the Compensation and
Benefits Committee, and the Nominating and Governance Committee.

Each Committee has adopted a written Charter which sets forth its purpose, membership,
duties and responsibilities. A copy of each Charter can be found on the Company’s website at
www.pennichuck.com, under the “Board of Directors — Meetings, Minutes and Corporate
Governance” caption.

Exhibit 8
0610-04252? Lockers

Immigration Reform and Control Act of 1986: The undersigned certifies that it does not and will not during the
performance of this Contract violate the provisions of the Federal Immigration Reform and Control Act of 1986,
which prohibits employment of iilegal aliens.

Disqualification of Bidders: By signing this bid or proposal, the undersigned certifies that this
person/firm/corporation is not currently barred from bidding on contracts by any Federal Agency or Agency of the
State of New Hampshire, nor is this person/firm/corporation a part of any firm/corporation that is currently barred
from bidding on contracts by any Federal Agency or Agency of the State of New Hampshire. We have attached an
explanation of any previous debarment(s) and copies of notice(s) of reinstatement(s}.

Bidding Organization Moarxe cal Ka nd\ 19, Sales, aa s
Name & Title of Authorized Representative Eevee Peterse.~ YP -.Sr Estimates
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Signature ee. Cr KA. _ Date_4Y~a 5-22
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