SAVINGS PLAN OF CONNECTICUT WATER COMPANY
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, 2004

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

 
 

 


Table of Contents

Savings Plan of the Connecticut Water Company

Financial Statements and Supplemental Schedule
To Accompany 2004 Form 5500
Annual Report of Employee Benefit Plan
Under ERISA of 1974
December 31, 2004 and 2003

 


Table of Contents

Savings Plan of the Connecticut Water Company

Index
December 31, 2004 and 2003
         
    Page(s)  
    1  
 
       
Financial Statements
       
 
       
    2  
 
       
    3  
 
       
    4–8  
 
       
Supplemental Schedule
       
 
       
  9
 EX-23: CONSENT OF PRICEWATERHOUSECOOPERS LLP

Other supplemental schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act (“ERISA”) of 1974 have been omitted because they are not applicable.

 


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Report of Independent Registered Public Accounting Firm

To the Plan Administrator of the
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, 2004 and 2003, 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). 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 statement 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.

Boston, Massachusetts

June 24, 2005

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Savings Plan of the Connecticut Water Company

Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
                 
    2004     2003  
     
Assets
               
Investments, at fair value
               
Mutual funds
  $ 7,063,667     $ 5,049,406  
Connecticut Water Service, Inc. common stock
    922,355       928,164  
Collective investment trust
    967,868       1,505,542  
Participant loan accounts
    288,464       209,901  
Cash and cash equivalents
    70,168       62,130  
     
Total investments
    9,312,522       7,755,143  
     
 
               
Receivables
               
Employee contributions
    23,932        
Employer contributions
    56,888        
Due from brokers
    35,000        
     
Total assets
    9,428,342       7,755,143  
     
 
               
Liabilities
               
Due to brokers
    (43,959 )      
     
Net assets available for benefits
  $ 9,384,383     $ 7,755,143  
     

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, 2004 and 2003
                 
    2004     2003  
     
Additions
               
Interest
  $ 23,274     $ 29,836  
Dividends
    119,017       59,271  
Net appreciation in fair value of investments
    623,816       1,062,822  
Employee contributions (including rollover contributions)
    838,521       709,040  
Employer contributions
    223,682       163,237  
 
               
     
Total additions
    1,828,310       2,024,206  
       
 
Deductions
               
Distributions to participants
    196,750       115,247  
Administrative expenses
    2,320       1,920  
       
Total deductions
    199,070       117,167  
       
 
               
Net increase
    1,629,240       1,907,039  
Net assets available for benefits, beginning of year
    7,755,143       5,848,104  
       
Net assets available for benefits, end of year
  $ 9,384,383     $ 7,755,143  
     

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, 2004 and 2003

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.
 
    Riggs Bank was Trustee from June 1, 2002 through September 9, 2004 and Wachovia Bank was Trustee from September 10, 2004 through December 31, 2004. WYSTAR Global Retirement Solutions, a subsidiary of Wachovia Bank, is the Plan’s recordkeeper.
 
    The Plan includes the following provisions, as described below:

  (a)   The Company match is 50% of each participant’s employee salary contribution not to exceed 4% of compensation.
 
  (b)   The Plan includes 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. Contributions of approximately $51,000 and $0 were made for Plan years 2004 and 2003, respectively.
 
  (c)   Deferrals are made on a pre-tax basis of between 1% and 15% maximum for all employees.
 
  (d)   New employees are eligible to enroll in the Plan after six months and at least 1,000 hours worked.
 
  (e)   Participants are eligible to receive Company matching contributions upon plan enrollment.

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, 2004 and 2003

    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 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 (“ERISA”) 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 Connecticut Water Service, Inc. common stock are considered party-in-interest transactions. Moreover, the Plan’s investment options include funds managed by affiliates of the Trustees.
 
    Administrative Expenses
 
    Administrative expenses and fees of the Plan are ordinarily paid by the Company unless the plan administrator directs the Trustee to pay these expenses utilizing plan assets. During 2004 and 2003, other administrative expenses of $2,320 and $1,920, respectively, were paid out of plan assets.
 
    Valuation of Investments
 
    The investments in the accompanying statements of net assets available for plan benefits are stated at fair value. Securities traded on a national securities exchange are reported at fair value, 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 were reported on that date are valued at the average of the last reported bid and asked prices. The Plan participates in certain collective investment trusts. Investment units for these trusts are valued at the year end market value of the underlying securities of that trust. Mutual funds are reported at net asset value.

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Savings Plan of the Connecticut Water Company

Notes to Financial Statements and Supplemental Schedule
December 31, 2004 and 2003

    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.
 
    Payments of Benefits
 
    Payments of benefits upon retirement at age 55 or later, or death, are, at the election of the participant, either made in a lump-sum payment, paid over a period of time not to exceed participant’s life expectancy, or paid out commencing at age 70-1/2. Payment of benefits in the event of death are made to the beneficiaries designated by the participant and initiated by the beneficiary. A retired participant who elects distributions commencing at age 70-1/2 may elect to receive periodic distributions at any time prior to taking a lump-sum payout. Subject to certain restrictions, distributions to Participants under other circumstances are made in the form of lump-sum payments.
 
3.   Investments
 
    Participants direct the Trustee regarding the investment of amounts held in their accounts. The fair market value of investments that represent 5% or more of the Plan’s total net assets as of December 31, 2004 and 2003 are as follows:
         
2004
       
Connecticut Water Service, Inc. common stock
  $ 922,355  
The Growth Fund of America
    880,614  
Euro Pacific Growth Fund
    1,007,331  
Washington Mutual Investors Fund
    1,629,045  
American Balanced Fund
    536,133  
UBS Stable Value Fund
    967,868  
Vanguard 500 Index
    694,032  
PIMCO Total Return Fund
    941,412  
Artisan Small Cap
    878,036  
 
       
2003
       
Connecticut Water Service, Inc. common stock
  $ 928,164  
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  
Pain Webber Stock Market Index Fund
    491,285  

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Savings Plan of the Connecticut Water Company

Notes to Financial Statements and Supplemental Schedule
December 31, 2004 and 2003

During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) appreciated in value, net of depreciation, by $623,816 and $1,062,822, respectively, as follows:

                 
    2004     2003  
     
Mutual Funds
  $ 610,231     $ 845,910  
Common stock
    (9,793 )     113,260  
Collective investment trust
    23,378       103,652  
       
 
  $ 623,816     $ 1,062,822  
       

4.   Employer Contribution
 
    Employer match contributions are deposited into participants’ accounts based on the participant elected allocations.
 
5.   Tax Status
 
    The Plan obtained its latest determination letter on May 2, 1997, and its latest determination letter on March 22, 2005, 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).
 
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. The Company has no intention to terminate the Plan at this time.

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Savings Plan of the Connecticut Water Company

Notes to Financial Statements and Supplemental Schedule
December 31, 2004 and 2003

7.   Reconciliation of Financial Statements to Form 5500
 
    There were no differences between the net assets available for plan benefits per the financial statements and the Form 5500 as of and for the year ended December 31, 2004. The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 as of and for the year ended December 31, 2003:
         
    2003  
Net assets available for plan benefits per financial statements
  $ 7,755,143  
Receivable – employee contributions
     
Receivable – employer contributions
     
 
     
Net assets available for benefits per Form 5500
  $ 7,755,143  
 
     
Employee contributions per financial statements
  $ 709,040  
Less: change in receivable – employee contribution
    12,724  
 
     
Employee contributions per Form 5500
  $ 721,764  
 
     
Employer deferral contributions per financial statements
  $ 163,237  
Less: change in receivable – employer contribution
    33,185  
 
     
Employer deferral contributions per Form 5500
  $ 196,422  
 
     

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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, 2004
                 
    Description of        
    Investment Including        
    Maturity Date, Rate of        
Identity of Issue, Borrower,   Interest, Collateral, Par     Current  
Lessor, or Similar Party   or Maturity Value     Value  
Mutual Funds
               
American EuroPacific Growth Fund
    28,272     $ 1,007,331  
American Balanced Fund
    29,785       536,133  
Artisan Small Cap Fund
    52,389       878,036  
Franklin Balance Sheet Investment Fund
    7,195       419,195  
The Growth Fund of America
    32,163       880,614  
Vanguard 500 Index Fund
    6,217       694,032  
Vanguard Value Index Fund
    1,747       37,294  
Vanguard Small Cap Index Fund
    1,513       40,575  
American Washington Mutual Investors Fund
    52,925       1,629,045  
PIMCO Total Return Fund
    84,724       941,412  
 
             
Total mutual funds
            7,063,667  
 
               
Common Stock
               
* Connecticut Water Service, Inc. common stock
    56,073       922,355  
Collective Investment Trust
               
UBS Stable Value Fund
    59,885       967,868  
Cash Management Assets
               
Federated Auto Cash Management Trust
    368       368  
Cash
            69,800  
* Participant Loans
  Interest rates ranging        
 
  from 5.00% to 9.50%,        
 
  maturing between 2005        
 
  and 2010     288,464  
 
             
Total investments
          $ 9,312,522  
 
             
 
*   Indicates a party-in-interest

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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: July 14, 2005
  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

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