CONNECTICUT WATER SERVICE, INC.
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K


     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________


COMMISSION FILE NUMBER: 0-8084


SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY


Connecticut Water Service, Inc.
93 West Main Street
Clinton, Connecticut 06413
(860) 669-8636

 


Savings Plan of the Connecticut Water Company
Index
December 31, 2003 and 2002

         
    Page(s)
    1  
Financial Statements
       
    2  
    3  
    4–8  
Supplemental Schedule
       
Schedule H — Item 4(i) — Schedule of Assets Held for Investment Purposes
    9  
 CONSENT OF PRICEWATERHOUSECOOPERS LLP
 CERTIFICATION

Schedules other than those listed above as required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure have been omitted because they are either not required or not applicable.

 


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Plan Administrator of
Savings Plan of the Connecticut Water Company

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Savings Plan of the Connecticut Water Company (the “Plan”) at December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 28, 2004

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Savings Plan of the Connecticut Water Company
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002

                 
    2003
  2002
Assets
               
Investments, at fair value
               
Mutual funds
  $ 5,049,406     $ 3,785,586  
Connecticut Water Services, Inc., Unitized Stock Fund
    989,005       867,491  
Commingled fund
    1,505,542       970,930  
Participant loan accounts
    209,901       176,912  
Cash management assets
    1,289       1,276  
 
   
 
     
 
 
Total investments
    7,755,143       5,802,195  
 
   
 
     
 
 
Receivables
               
Employee contributions
          12,724  
Employer contributions
          33,185  
 
   
 
     
 
 
Net assets available for benefits
  $ 7,755,143     $ 5,848,104  
 
   
 
     
 
 

The accompanying notes are an integral part of these financial statements.

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Savings Plan of the Connecticut Water Company
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2003 and 2002

                 
 
  2003
  2002
Assets
               
Interest
  $ 29,836     $ 28,843  
Dividends
    59,271       58,871  
Employee contributions (including rollover contributions)
    709,040       693,188  
Employer contributions
    163,237       191,200  
Net appreciation in fair value of investments
    1,062,822        
 
   
 
     
 
 
Total additions
    2,204,206       972,102  
 
   
 
     
 
 
Deductions
               
Net depreciation in fair value of investments
          847,871  
Distributions to participants
    115,247       67,057  
Administrative expenses
    1,920       1,920  
 
   
 
     
 
 
Total deductions
    117,167       916,848  
 
   
 
     
 
 
Net increase
    1,907,039       55,254  
Net assets available for benefits, beginning of year
    5,848,104       5,792,850  
 
   
 
     
 
 
Net assets available for benefits, end of year
  $ 7,755,143     $ 5,848,104  
 
   
 
     
 
 

The accompanying notes are an integral part of these financial statements.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedule
December 31, 2003 and 2002

1.   Description of the Plan
 
    The following description of the Savings Plan (the “Plan”) of the Connecticut Water Company (the “Company”) provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions. The Company is a wholly-owned subsidiary of Connecticut Water Service, Inc.
 
    The Plan was established by the Board of Directors of the Company in 1985 and was amended and restated since that date. The Plan is a trusteed, defined contribution plan covering all eligible employees of the Company.
 
    Effective April 1, 2001, eligible employees of Crystal Water Company and Gallup Water Service, Inc., which are both wholly-owned subsidiaries of Connecticut Water Service, Inc., became eligible to participate in the Plan. Effective December 14, 2001, eligible employees of The Barnstable Water Company, a wholly-owned indirect subsidiary of Connecticut Water Service, Inc., became eligible to participate in the Plan.
 
    PW Trust Company (the “Trustee”) was the Trustee of the Plan from January 1, 2002 through May 31, 2002, and Riggs Bank was Trustee from June 1, 2002 through December 31, 2003, and WYSTAR Global Retirement Solutions is the Plan’s recordkeeper.
 
    The Plan includes the following provisions, summarized from the plan document:

  (a)   The Company match is 50% of each participant’s employee salary contribution not to exceed 4% of compensation.
 
  (b)   The Plan includes the potential for a profit sharing contribution of up to 1% of compensation linked to successful completion of specific strategic initiatives. Profit sharing contributions have additional requirements and restrictions.
 
  (c)   Deferrals are made on a pre-tax basis of between 1% and 15% maximum for all employees.
 
  (d)   The waiting period for new employee enrollment into the Plan is six months.
 
  (e)   Participants are eligible to receive Company matching contributions after six months.

    Once eligible, employees can elect to enter into a written salary deferral agreement. Participant loans and hardship withdrawals are permitted. Changes in deferrals are allowed quarterly.
 
    Participants may borrow at least $1,000 and the lesser of $50,000 or 50% of the vested amount of their accounts, excluding their interest in Connecticut Water Service, Inc. common stock, at a rate of interest of prime rate plus 1.0%. Loans must be repaid within five years, or before attaining age 65, whichever is shorter. Loans to purchase a principal residence may be repaid within fifteen years.
 
    Upon retirement, termination of employment, total disability, or death, the entire accumulated amount of the account is paid in cash in one lump sum amount.
 
    A participant is fully vested at all times in the accrued balance of his or her account.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedule
December 31, 2003 and 2002

    On a daily basis, the Trustee determines the total net earnings of each investment fund and allocates this amount to the accounts of the participants on the basis of the percentage each participant has invested in the investment fund.
 
2.   Summary of Significant Accounting Policies
 
    Basis of Accounting
The investments in the accompanying statements of net assets available for plan benefits are stated at fair value. The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
 
    Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America and the Department of Labor Rules and Regulations For Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 requires management of the Plan to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
 
    Party-in-Interest Transactions
Section 3(14) of ERISA defines a party-in-interest to include among others, fiduciaries or employees of the Plan, any person who provides services to the Plan or an employer whose employees are covered by the Plan. Accordingly, loans to participants, and investments in the Connecticut Water Service, Inc. Unitized Stock Fund are considered party-in-interest transactions. Moreover, the Plan’s investment options include funds managed by affiliates of the Trustees.
 
    Administrative Expenses
The majority of the administrative expenses and fees of the Plan are paid by the Company unless the plan administrator directs the Trustee to pay these expenses utilizing plan assets. During 2003 and 2002, the Plan paid administrative expenses of $1,920 in both years.
 
    Valuation of Investments
Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Investments traded in the over-the-counter market and listed securities for which no sales was reported on that date are valued at the average of the last reported bid and asked prices.
 
    Investments in the Connecticut Water Service, Inc. Unitized Stock Fund (“Unitized Stock Fund”) are stated in units, not shares. Unitization does not change the market value of a participant’s investment, only the manner in which that value is expressed. The unit value assigned to new money invested in the fund is equal to the value of the pro rata interest in the assets included in the account, divided by $10.00 and rounded to 0.001 units. The equivalent number of shares of common stock a participant owns on any given day can be determined by multiplying the total number of units owned by the unit value on that day and then dividing that amount by the common stock market price that day. The value of the Unitized Stock Fund was $989,005 and $867,491 at December 31, 2003 and 2002, respectively, equal to 35,769 and 34,383 shares of common stock or 55,258 and 53,878 shares of the Unitized Stock Fund.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedule
December 31, 2003 and 2002

    Risks and Uncertainties
 
The Plan provides for various investment options in mutual funds and common stock. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant’s account balances and the amounts reported in the accompanying financial statements and supplemental schedules.
 
3.   Investments
 
    Participants direct the Trustee regarding the investment of amounts held in their accounts. As of December 31, 2003, investment options were as follows:
 
    PIMCO Total Return Fund — This fund seeks maximum total return by focusing on intermediate-term, high quality bonds.
 
    American Balanced Fund — This fund seeks conservation of capital, current income and long-term growth of capital and income by investing in stocks, bonds, and fixed-income securities.
 
    Dreyfus Founders Discovery Fund — This fund seeks capital appreciation through the pursuit of targeting small and relatively unknown companies with high growth potential.
 
    EuroPacific Growth Fund - This fund seeks long-term growth of capital by investing in companies based outside the United States.
 
    Franklin Balance Sheet Investment Fund - This fund seeks capital appreciation and/or high income primarily through investment in securities that the portfolio managers believe are undervalued in the marketplace and trading at a low price-to-book value.
 
    Massachusetts Investors Growth Stock Fund - This fund seeks long-term growth of capital and future income, rather than current income. The fund invests primarily in common stocks exhibiting above-average prospects for long-term growth.
 
    Oppenheimer Quest Opportunity Value Fund - This fund seeks long-term growth of capital utilizing a flexible approach within the portfolio which can contain stocks, bonds and cash equivalents.
 
    Washington Mutual Investors Fund - This fund seeks current income and an opportunity for growth of principal consistent with sound common stock investing.
 
    PaineWebber Trust Company Stable Value Fund - This fund seeks to generate a total return in excess of the average monthly yield to maturity of one-year Treasury bills and to provide stability of principal while maximizing current income.
 
    PaineWebber Trust Company Stock Market Index Fund - This fund seeks to replicate the return of the Standard and Poor’s 500 Composite Stock Price Index, a broad group of 500 selected large capitalization common stock.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedule
December 31, 2003 and 2002

    Connecticut Water Service, Inc. Unitized Stock Fund - This fund seeks to replicate the performance of Connecticut Water Service, Inc. common stock.
 
    The fair market value of investments that represent 5% or more of the Plan’s total net assets as of December 31, 2003 and 2002 are as follows:
         
    2003
Connecticut Water Service, Inc., Unitized Stock Fund
  $ 989,005  
PIMCO Total Return Fund
    827,836  
Paine Webber Trust Company Stable Value Fund
    1,014,257  
Washington Mutual Investors Fund
    849,312  
Oppenheimer Quest Opportunity Value Fund
    662,346  
Massachusetts Investors Growth Stock Fund
    714,112  
EuroPacific Growth Fund
    706,356  
Dreyfus Founders Discovery Fund
    697,203  
Paine Webber Stock Market Index Fund
    491,285  
         
    2002
Connecticut Water Service, Inc., Unitized Stock Fund
  $ 867,491  
PIMCO Total Return Fund
    796,298  
Paine Webber Trust Company Stable Value Fund
    789,252  
Washington Mutual Investors Fund
    603,049  
Oppenheimer Quest Opportunity Value Fund
    558,679  
Massachusetts Investors Growth Stock Fund
    524,029  
EuroPacific Growth Fund
    462,975  
Dreyfus Founders Discovery Fund
    408,882  

    During 2003 and 2002, the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) appreciated (depreciated) in value by $1,062,822 and $(847,871), respectively, as follows:
                 
    2003
  2002
Mutual Funds
  $ 845,910     $ (782,731 )
Unitized Stock Fund
    113,260       (90,620 )
Commingled Funds
    103,652       25,481  
 
   
 
     
 
 
Total additions
  $ 1,061,822     $ (847,870 )
 
   
 
     
 
 

4.   Employer Contribution
 
    Employer match contributions are deposited into participants’ accounts based on the participant elected allocations.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedule
December 31, 2003 and 2002

5.   Tax Status
 
    The Plan obtained its latest determination letter on May 2, 1997, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since the date of the IRS determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the plan administrator believes the Plan was qualified and the related trust was tax exempt as of the financial statement date.
 
6.   Plan Termination
 
    The Company may, for any reason and at any time, terminate the Plan, in part or in whole. Upon termination of the Plan, the plan administrator will make final allocations to all accounts, and then will distribute account balances in lump sum cash amounts.
 
7.   Reconciliation of Financial Statements to Form 5500
 
    The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2003 and 2002:
                 
    2003
  2002
Net assets available for plan benefits per financial statements
  $ 7,755,143     $ 5,848,104  
Receivable – employee contributions
          (12,724 )
Receivable – employer contributions
          (33,185 )
 
   
 
     
 
 
Net assets available for benefits per Form 5500
  $ 7,755,143     $ 5,802,195  
 
   
 
     
 
 
Employee contributions per financial statements
  $ 709,040     $ 693,188  
Less: change in receivable – employee contribution
    12,724       (3,407 )
 
   
 
     
 
 
Employee contributions per Form 5500
  $ 721,764     $ 689,781  
 
   
 
     
 
 
Employer deferral contributions per financial statements
  $ 163,237     $ 191,200  
Less: change in receivable – employer contribution
    33,185       10,494  
 
   
 
     
 
 
Employer deferral contributions per Form 5500
  $ 196,422     $ 201,694  
 
   
 
     
 
 

8.   Amendments
 
    Effective January 1, 2004, eligible employees of Unionville Water Company, a wholly-owned subsidiary of Connecticut Water Service, Inc. became eligible to participate in the Plan.

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Savings Plan of the Connecticut Water Company
Schedule H — Item 4(i) Schedule of Assets Held for Investment Purposes
December 31, 2003 and 2002

                         
    Description of        
    Investment Including        
    Maturity Date, Rate        
    of Interest,        
Identity of Issue, Borrower,   Collaterial, Par or        
Lessor, or Similar Party
  Maturity Value
  Cost
  Current Value
Mutual Funds Mass Investors Growth Stock Fund
  63,084 shares   $ 1,025,248     $ 714,112  
Oppenheimer Quest Opportunity Value Fund
  34,587 shares     630,985       662,346  
Washington Mutual Investors Fund
  29,511 shares     816,881       849,312  
PIMCO Total Return Fund
  77,296 share     820,316       827,836  
EuroPacific Growth Fund
  23,382 shares     681,910       706,356  
Dreyfus Founders Discovery Fund
  26,774 shares     665,311       697,203  
American Balanced Fund
  18,943 shares     287,925       327,519  
Franklin Balanced Sheet Investment Fund
  5,565 shares     220,932       264,722  
 
           
 
     
 
 
Total Mutual Funds
            5,149,508       5,049,406  
Unitized Stock Fund
                   
* Connecticut Water Service, Inc. Commingled Funds
  55,258 shares     837,132       989,005  
* PaineWebber Stable Value Fund
  64,442 shares     963,828       1,014,257  
* PainWebber Stock Market Index Fund
  40,478 shares     417,021       491,285  
Cash Management Assets
                   
Fed. Auto Cash Mgt Institutional Savings Fund
  344 shares     344       344  
Riggs Money Market
  945 shares     945       945  
* Participant Loans
  Interest rates ranging from 5.75% to 11.00%     209,901       209,901  
 
           
 
     
 
 
Total Investments
          $ 7,578,679     $ 7,755,143  
 
           
 
     
 
 

*   Indicates a party-in-interest

 


Table of Contents

SIGNATURES

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    SAVINGS PLAN OF THE CONNECTICUT WATER COMPANY
 
       
Date: June 28, 2004
  By:   /s/ David C. Benoit
     
 
  Name:   David C. Benoit
  Title:   Vice President and Chief Financial Officer, The Connecticut Water Company, the Plan Administrator

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EXHIBIT INDEX

     
Exhibit No.
  Description
23
  Consent of PricewaterhouseCoopers LLP
 
   
32
  Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002