11-K
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 OR THE FISCAL YEAR ENDED DECEMBER 31, 2006
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
December 31, 2006 and 2005

 


 

Savings Plan of the Connecticut Water Company
Index

December 31, 2006 and 2005
         
  Page(s)
    1  
 
       
Financial Statements
       
 
       
    2  
 
       
    3  
 
       
    4-8  
 
       
Supplemental Schedule
       
 
       
    9  
 EX-23: CONSENT OF PRICEWATERHOUSECOOPER 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.

 


Table of Contents

Report of Independent Registered Public Accounting Firm
To the Participants and 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, 2006 and 2005, 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.
As further described in Note 2, the Plan adopted Financial Accounting Standard Board Staff Position, FSP AAG INV-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Audit Guide and Defined Contribution Health And Welfare Pension Plans as of and for the year ended December 31, 2006.
Stamford, Connecticut
July 16, 2007

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Table of Contents

Savings Plan of the Connecticut Water Company
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
                 
    2006     2005  
Assets
               
Investments, at value
               
Mutual funds
  $ 10,379,678     $ 8,252,123  
Connecticut Water Service, Inc. common stock
    834,888       1,034,130  
Collective investment trust
    1,122,653       1,091,357  
Participant loan accounts
    362,464       263,545  
Cash and cash equivalents
    65,963       70,741  
 
           
Total Investments
    12,765,646       10,711,896  
 
           
 
               
Receivables
               
Employee contributions
    36,786       24,448  
Employer contributions
    7,564       58,747  
Due from brokers
    92,567        
 
           
Total Assets
  $ 12,902,563     $ 10,795,091  
 
           
 
               
Liabilities
               
Due to brokers
    99,095        
 
           
Net assets available for benefits at value
  $ 12,803,468     $ 10,795,091  
 
           
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, 2006 and 2005
                 
    2006     2005  
Additions
               
Interest
  $ 19,094     $ 14,716  
Dividends
    405,584       291,959  
Net appreciation in value of investments (see Note 3)
    845,194       371,221  
Employee contributions (including rollover contributions)
    939,766       773,826  
Employer contributions
    188,800       221,524  
 
           
Total additions
    2,398,438       1,673,246  
 
           
 
               
Deductions
               
Distributions to participants
    379,301       257,436  
Administrative expenses (see Note 2)
    10,760       5,102  
 
           
Total deductions
    390,061       262,538  
 
           
Net increase
    2,008,377       1,410,708  
Net assets available for benefits, beginning of year
    10,795,091       9,384,383  
 
           
Net assets available for benefits, end of year
  $ 12,803,468     $ 10,795,091  
 
           
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 Schedules
December 31, 2006 and 2005
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 become Trustee starting September 10, 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 $53,000 were made for Plan year 2005. No profit-sharing contributions were made for the 2006 Plan year.
 
  (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. Enrollment will take place on the first day of the next plan year quarter following the date on which such eligibility requirements are satisfied.
 
  (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%. 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.
A participant is fully vested at all times in the accrued balance of his or her account.
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.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedules
December 31, 2006 and 2005
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.
 
    New Accounting Pronouncements
 
    As of December 31, 2006, the Plan adopted Financial Accounting Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of Position No. 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans” (the FSP). The FSP requires the Statement of Net Assets Available for Benefits present the fair value of the Plan’s investments as well as the adjustment from fair value to contract value for the fully benefit-responsive investment contracts. The Plan has adopted the FSP as of and for the year ended December 31, 2006 because of its investment in UBS Stable Value Fund, a collective investment trust that invests in fully benefit-responsive investment contracts managed by UBS Fiduciary Trust Company. As described by the FSP, investments held by a collective investment trust are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets of a collective investment trust attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the underlying defined-contribution plans. Since there is not a significant difference between fair value and contract value for the UBS Stable Value Fund investment, the Plan’s investment in the UBS Stable Value Fund is presented at contract value, which approximates fair value on the Statements of Net Assets available for Benefits at December 31, 2006 and 2005.
 
    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 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. The Plan held 56,642 and 66,229 units of the Company’s common stock as of December 31, 2006 and 2005, respectively. The fair value of the investment in the Company’s common stock was $834,888 and $1,034,130 as of December 31, 2006 and 2005, respectively. Dividends are reinvested in the Plan when paid.
 
    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 2006 and 2005, other administrative expenses of $10,760 and $5,102, 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. The investment contracts are presented at fair value on the statement of net assets available for benefits. The investments in the fully benefit-responsive investment contracts are also stated at contract value which is equal to principal balance plus accrued interest. As provided in the FSP, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. The fair value of fully benefit-responsive investment contracts is calculated using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate and the duration of the underlying portfolio securities. 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 Schedules
December 31, 2006 and 2005
    Risks and Uncertainties
 
    The Plan provides for various investment options in mutual funds, collective investment trusts, 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. Benefits are recorded when paid.
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s contributions, the Company’s profit-sharing and matching contributions and account earnings. Participant’s accounts are charged with an allocation of certain administrative expenses to the extent those expenses are not paid by the Company. Participants are permitted to invest in one or more of the investment options offered pursuant to the provisions of the Plan.
 
    Due to / Due from Brokers
 
    The Due to brokers and due from brokers line items on the Statements of Net Assets Available for Benefits represent pending trades where settlement has not yet occurred.

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedules
December 31, 2006 and 2005
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, 2006 and 2005 are as follows:
         
2006
   
MFS Value Fund
  $ 2,087,450  
American Euro Pacific Growth Fund
    1,736,908  
PIMCO Total Return Fund
    1,366,529  
The Growth Fund of America
    1,295,517  
UBS Stable Value Fund
    1,122,653  
Artisan Small Cap Fund
    968,097  
Vanguard 500 Index
    921,302  
Franklin Balance Sheet Investment Fund
    858,075  
Connecticut Water Service, Inc. common stock
    834,888  
American Balanced Fund
    701,362  
 
2005
   
MFS Value Fund
  $ 1,735,772  
American Euro Pacific Growth Fund
    1,304,042  
The Growth Fund of America
    1,135,184  
Connecticut Water Service, Inc. common stock
    1,104,474  
UBS Stable Value Fund
    1,091,357  
PIMCO Total Return Fund
    1,055,144  
Artisan Small Cap Fund
    947,417  
Vanguard 500 Index
    739,404  
American Balanced Fund
    648,346  
Franklin Balance Sheet Investment Fund
    552,822  

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Savings Plan of the Connecticut Water Company
Notes to Financial Statements and Supplemental Schedules
December 31, 2006 and 2005
 
    During 2006 and 2005, 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 $845,195 and $371,224, respectively, as follows:
                 
    2006     2005  
Mutual Funds
  $ 832,837     $ 374,559  
Common stock
    (24,047 )     (32,848 )
Collective investment trust
    36,404       29,510  
 
           
 
  $ 845,194     $ 371,221  
 
           
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 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
Schedule H — Line 4(i) — Schedule of Assets Held at End of Year
December 31, 2006
                     
        Description of Investment          
        Including Maturity Date,          
    Identity of Issuer, Borrower,   Rate of Interest, Collateral,       Current  
    Lessor, or Similar Party   Par, or Maturity Value   Cost   Value  
   
American EuroPacifc Growth Fund
  Mutual Fund   **   $ 1,736,908  
   
American Balanced Fund
  Mutual Fund   **     701,362  
   
Artisan Small Cap Fund
  Mutual Fund   **     968,097  
   
Franklin Balance Sheet Investment Fund
  Mutual Fund   **     858,075  
   
The Growth Fund of America
  Mutual Fund   **     1,295,517  
   
Vanguard 500 Index Fund
  Mutual Fund   **     921,302  
   
Vanguard Small Cap Index Fund
  Mutual Fund   **     182,221  
   
Vanguard Value Index Fund
  Mutual Fund   **     262,217  
   
MFS Value Fund
  Mutual Fund   **     2,087,450  
   
PIMCO Total Return Fund
  Mutual Fund   **     1,366,529  
   
 
             
   
Total mutual funds
            10,379,678  
   
 
               
*  
Connecticut Water Service, Inc.
  Common Stock   **     834,888  
   
 
               
   
UBS Stable Value Fund
  Collective Investment Trust   **     1,122,653  
   
 
               
   
Federated Auto Cash Management Trust
  Cash Management Asset   **     65,963  
   
 
               
*  
Participant Loans
  Interest rates ranging from 5.00% to 9.25%, maturing between 2007 and 2012   **     362,464  
   
 
             
   
Total investments
          $ 12,765,646  
   
 
             
 
*   Indicates a party-in-interest
 
**   Cost information was omitted since all investments are participant directed.

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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 16, 2007
  By:
Name:
  /s/ David C. Benoit
 
David C. Benoit
   
 
  Title:   Vice President and Chief Financial Officer, Connecticut Water Company, the Plan Administrator    

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EXHIBIT INDEX
     
Exhibit No.   Description
 
   
23
  Consent of PricewaterhouseCoopers LLP