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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File No. 1-31374
BIW LIMITED
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(Exact Name of registrant as specified in its charter)
CONNECTICUT 04-3617838
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
230 Beaver Street, Ansonia, CT 06401-0426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203)735-1888
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which Registered
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Common Stock (no par value) The American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [_] No [X]
Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sale price of such stock as of December 31,
2003: $30,425,422.
As of March 10, 2004, the Registrant had 1,624,542 shares of common stock, no
par value, outstanding.
Documents Incorporated by Reference
Portions of the Annual Report to stockholders for the fiscal year ended December
31, 2003 are incorporated by reference into Part II of this report. Portions of
the Proxy Statement for the 2004 Annual Meeting of Stockholders are incorporated
by reference into Part III of this report.
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PART I
Forward Looking Information
Forward looking statements in this report, including, without limitation,
statements relating to the Company's plans, strategies, objectives, intentions,
and expectations, are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward looking statements are
based on current information and involve known and unknown risks and
uncertainties, which could cause the Company's actual results to differ
materially from expected results.
These factors include, among others, the adequacy of rates approved by the DPUC,
weather conditions, changes in governmental regulations affecting water quality,
success of operating initiatives, changes in business strategy, as well as
general economic and business conditions.
Item 1. Business
BIW Limited ("BIW" or the "Company") is the parent company of Birmingham
Utilities, Inc. ("BUI" or "Birmingham Utilities") a specially chartered
Connecticut public service corporation in the business of collecting and
distributing water for domestic, commercial and industrial uses and fire
protection in Ansonia and Derby, Connecticut, and in small parts of the
contiguous Town of Seymour. Water service is also provided for domestic and
commercial use in 30 satellite water operations in 16 towns in eastern
Connecticut, which form BUI's Eastern Division. This division, which was
acquired in 2003, was the former Eastern Connecticut Regional Water Company,
Inc. Birmingham H2O Services, Inc. ("BHS" or "Birmingham H2O Services"), the
Company's non-regulated subsidiary, offers a consumer protection program for
residential service lines and provides water related services to other water
utilities, municipalities, contractors and individuals throughout Connecticut.
Under its charter, Birmingham Utilities enjoys a monopoly franchise in the
distribution of water in the area which it serves. In conjunction with its right
to sell water, Birmingham Utilities has the power of eminent domain and the
right to erect and maintain certain facilities on and in public highways and
grounds, all subject to such consents and approvals of public bodies and others
as may be required by law.
The current sources of Birmingham Utilities' water are wells located in Derby
and Seymour and interconnections with the South Central Connecticut Regional
Water Authority's (the "Regional Water Authority") system (a) at the border of
Orange and Derby (the "Grassy Hill Interconnection") and (b) near the border of
Seymour and Ansonia (the "Woodbridge Interconnection"), and 79 wells located in
16 towns in eastern Connecticut that service 30 satellite water systems.
Birmingham Utilities maintains its interconnected Beaver Lake Reservoir System,
a 2.2 million gallon per day (MGD) surface supply in case of emergency needs
located in Seymour and Woodbridge, CT.
Birmingham Utilities' main system operating in Ansonia, Derby, and Seymour has a
safe daily yield (including only those supplies that comply with the Federal
Safe Drinking Water Act (SDWA) on a consistent basis) of approximately 8.0 MGD,
while the average daily demand and the maximum daily demand on the system during
2003 were approximately 3.18 MGD and 4.18 MGD, respectively. The distribution
system with the exception of the well supplies, is mainly through gravity, but
there are seven distinct areas at higher elevations where pumping, pressure
tanks and standpipes are utilized. These higher areas include approximately 25%
of the Company's customers.
During 2003, approximately 1.23 billion gallons of water from all sources were
delivered to Birmingham Utilities' customers. Birmingham Utilities has
approximately 11,270 customers of whom approximately 97% are residential and
2
commercial. No single customer accounted for as much as 10% of total billings in
2003. The business of Birmingham Utilities is to some extent seasonal, since
greater quantities of water are delivered to customers in the hot summer months.
The Company had, as of March 10, 2004, 40 full-time employees and 2 part-time
employees. The Company's employees are not affiliated with any union
organization.
Birmingham Utilities is subject to the jurisdiction of the Connecticut
Department of Public Utility Control ("DPUC") as to accounting, financing,
ratemaking, disposal of property, the issuance of long-term securities and other
matters affecting its operations. The Connecticut Department of Public Health
(the "Health Department" or "DPH") has regulatory powers over the Company under
state law with respect to water quality, sources of supply, and the use of
watershed land. The Connecticut Department of Environmental Protection ("DEP")
is authorized to regulate the Company's operations with regard to water
pollution abatement, diversion of water from streams and rivers, safety of dams
and the location, construction and alteration of certain water facilities.
Birmingham Utilities' activities are also subject to regulation with regard to
environmental and other operational matters by federal, state and local
authorities, including, without limitation, zoning authorities. Birmingham
Utilities is subject to regulation of its water quality under the SDWA. The
United States Environmental Protection Agency has granted to the Health
Department the primary enforcement responsibility in Connecticut under the SDWA.
The Health Department has established regulations containing maximum limits on
contaminants, which have or may have an adverse effect on health.
Executive Officers of the Registrant
Name, Age and Position Business Experience Past 5 Years
Betsy Henley-Cohn, 51 Chairwoman of the Board of Directors and
Chairwoman of the Board Chief Executive Officer of the Company
And Chief Executive Officer since May 1992; Chairperson/Treasurer,
Joseph Cohn & Sons, Inc. since 1979;
Director, UIL Holdings Corporation,
since 1990; Director, Aristotle Corp.
(1995-2002); Director, Citizens Bank of
Connecticut (1997-1999).
John S. Tomac, 50 President of the Company since October
President and Treasurer 1, 1998; Vice President of the Company
December 1, 1997-September 30, 1998;
Treasurer of the Company since December
1997; Assistant Controller, BHC Company
1991-1997.
Item 2. Properties
The Company's properties consist chiefly of land, wells, reservoirs, and
pipelines. Birmingham Utilities operations in Ansonia, Derby and Seymour have 5
production wells with an aggregate effective capacity of approximately 3.0 MGD.
Birmingham Utilities' existing interconnections with the Regional Water
Authority can provide 5.0 MGD. Birmingham Utilities' entire system has a safe
daily yield (including only those supplies that comply with the SDWA on a
consistent basis) of approximately 8.0 MGD, while the average daily demand and
the maximum daily demand on the system during 2003 were approximately 3.18 MGD
and 4.18 MGD, respectively. The distribution system, with the exception of the
well supplies, is mainly through gravity, but there are seven distinct areas at
3
higher elevations where pumping, pressure tanks and standpipes are utilized.
These higher areas include approximately 25% of Birmingham Utilities' customers.
Birmingham Utilities has two emergency stand-by reservoirs (Peat Swamp and
Middle) with a storage capacity of 457 million gallons and a safe daily yield of
approximately 2.1 MGD. Because the water produced by those reservoirs does not
consistently meet the quality standards of the SDWA, none of those reservoirs is
actively being used by Birmingham Utilities to supply water to the system.
During 1996 and in January 1998, Birmingham Utilities sold to the City of
Ansonia and the City of Derby the Sentinel Hill Reservoir system and its
watershed located in Ansonia and Derby. In November 1998, Birmingham Utilities
sold to the Town of Seymour the Great Hill reservoir system and its watershed
located in the Towns of Seymour and Oxford. In 2001 Birmingham Utilities sold to
the DEP the Qullinan Reservoir and its watershed located in Ansonia and Seymour.
Birmingham Utilities' newly acquired Eastern Division consists of 30 satellite
water systems in 16 towns in eastern Connecticut serving 2,100 connections.
These systems serve residential subdivisions, elderly housing complexes, and
condominium complexes. Typical system configuration includes two or more wells,
chemical addition, atmospheric storage, booster pumps, and hydropneumatic
storage. Several of these systems also include filtration for iron and manganese
removal. Two systems have radon removal treatment. Three of the systems are
seasonal, only operating during the months of April through October. One
additional system is currently under construction in Hebron, CT and is being
financed by the developer of a new elderly housing complex. This system is
currently serving the new RHAM School District complex in Hebron with funds
provided by the school district. Two of the systems in East Hampton, CT are
currently being expanded to accommodate new development. Westchester Village
Mobile Home Park and Westchester East Mobile Home Park water systems serve 101
and 65 fully developed trailer homes, respectively. The Westchester Village
Mobile Home Park system was significantly upgraded with new storage and pumping
facilities in 2001.
Birmingham Utilities' dams are subject to inspection by and the approval of the
DEP. All of Birmingham Utilities' dams are in compliance with improvements
previously ordered by the U.S. Army Corps of Engineers.
Birmingham Utilities owns an office building at 230 Beaver Street, in Ansonia.
That building was built in 1964, is of brick construction, and contains 4,200
square feet of office and storage space. In addition, Birmingham Utilities owns
two buildings devoted to equipment storage. Birmingham Utilities also owns
office space in a wood frame, residential building owned by Birmingham Utilities
at 228 Beaver Street, Ansonia, CT.
Birmingham Utilities' approximately 1,400 acres of land were acquired over the
years principally in watershed areas to protect the quality and purity of the
Company's water at a time when land use was not regulated and standards for
water quality in streams were non-existent.
Under Connecticut law a water company cannot abandon a source of supply or
dispose of any land holdings associated with a source of supply until it has a
"water supply plan" approved by the Health Department. The Health Department
approved Birmingham Utilities' first Water Supply Plan in 1988 and updated Water
Supply Plan in 1993 and in 1998. Pursuant to abandonment permits issued by the
Health Department in 1988, Birmingham Utilities abandoned its Upper and Lower
Sentinel Hill Reservoirs, Steep Hill (Bungay) Reservoir, and Fountain Lake
Reservoir, and the land associated with them then became available for sale. In
1994, the abandonment of Great Hill Reservoir was approved by the Health
Department and in 1999 the abandonment of the Quillinan Reservoir was also
approved by the Health Department.
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Since 1988, Birmingham Utilities has sold approximately 2,325 acres of land in
Bethany, Ansonia, Derby, Seymour and Oxford, realizing net gains of $13,085,806.
Birmingham Utilities no longer has any significant land holdings that will not
be needed in the future for water supply purposes. The DPUC has accepted with
respect to prior transactions, an accounting and ratemaking mechanism by which
the gain on the sale of Birmingham Utilities' land holdings is shared between
ratepayers and stockholders as contemplated by Connecticut law. (See Note 1 to
the Company's Financial Statements.)
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
The inside back cover of the Company's Annual Report to shareholders for the
year ended December 31, 2003, (Shareholder Information), is incorporated herein
by reference, pursuant to Rule 12b-23 of the Securities and Exchange Act of 1934
(the "Act") and to Instruction G(2) to Form 10-K.
Item 6. Selected Financial Data
The inside front cover of the Company's Annual Report to shareholders for the
year ended December 31, 2003, (Financial Highlights), is incorporated herein by
reference, pursuant to Rule 12b-23 of the Act and to Instruction G(2) to Form
10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Pages 6 through 11 of the Company's Annual Report to Shareholders for the year
ended December 31, 2003 are incorporated herein by reference, pursuant to Rule
12b-23 of the Act and to Instruction G(2) to Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company has certain exposures to market risk related to changes in interest
rates. The Company has an outstanding revolving credit agreement, under which
there were borrowings of $4,705,000 at December 31, 2003. The Company, however,
expects to repay $4,000,000 of this borrowing in 2004 through the issuance of
new first mortgage bonds. The revolving credit agreement bears interest at
variable rates based on current LIBOR indices. The Company is not subject in any
material respect to currency or other commodity risk.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements, together with the report therein, of
Dworken, Hillman, LaMorte and Sterczala, P.C., dated February 29, 2004,
appearing on pages 12 through 28 of the Company's 2003 Annual Report to
Shareholders are incorporated herein by reference, pursuant to Rule 12b-23 of
the Act and Instruction G(2) to Form 10-K.
5
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based on the definition of "disclosure controls
and procedures" in Rule 13a-15(e). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
As of December 31, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and the Company's Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on the foregoing, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures were effective.
In connection with the evaluation described in the foregoing paragraph, there
were no changes identified in the Company's internal controls over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information appearing under the captions Proposal No. 1 - "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Company's definitive Proxy Statement for the Annual Meeting of the Shareholders
to be held on May 11, 2004, is incorporated by reference in partial response to
this item. See also "Executive Officers of the Registrant", following Part I,
Item 1 herein.
Item 11. Executive Compensation
The information appearing under the captions "Executive Compensation" and
"Compensation of Directors" in the Company's definitive Proxy Statement for the
Annual Meeting of the Shareholders to be held on May 11, 2004 is incorporated by
reference in response to this item.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The information appearing under the caption "Stock Ownership" in the Company's
definitive Proxy Statement for the Annual Meeting of the Shareholders to be held
on May 11, 2004 is incorporated by reference in partial response to this item.
Securities Authorized for Issuance Under Equity Compensation Plans
6
The following table provides information regarding our equity compensation plans
as of December 31, 2003:
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Number of Weighted-
Securities to average Number of Securities
be issued upon exercise Remaining available
exercise of price of For future issuance
outstanding outstanding Under equity
Plan Category options options Compensation plans
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Equity compensation plans
approved by security
holders 86,418 $11.53 80,500
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Equity compensation plans
Not approved by security
holders -- -- --
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Total 86,418 $11.53 80,500
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Item 13. Certain Relationships and Related Transactions
The information appearing under the caption "Certain Transactions" in the
Company's definitive Proxy Statement for the Annual Meeting of the Shareholders
to be held on May 11, 2004 is incorporated by reference in response to this
item.
Item 14. Principal Accountant Fees and Services
The information concerning Principal Accountant Fees and Services is set forth
under the heading "Auditor Matters" in the Company's definitive Proxy Statement
for the Annual Meeting of the Shareholders to be held on May 11, 2004 is
incorporated by reference in response to this item.
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following statements are filed as part of this report:
Page in
Annual Report*
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Consolidated Statements of Income and Retained
earnings for the three years ended December
31, 2003 14
Consolidated Balance Sheets at December 31,
2003 and 2002 13
Consolidated Statements of Cash Flows for the
three years ended December 31, 2003 15
Notes to the Consolidated Financial Statements 16-28
Report of Independent Accountants 12
7
* Incorporated by reference from the indicated pages of the 2003 Annual Report.
(b) Reports on Form 8-K.
During the quarter ended December 31, 2003, the following Current Report on Form
8-K was filed:
On November 14, 2003, we filed a Current Report on Form 8-K, under Item 2,
regarding the closing of the purchase of the Connecticut regulated and
unregulated operations of AquaSource, Inc. from Philadelphia Suburban
Corporation (PSC) for approximately $4,000,000 subject to certain post-closing
purchase price adjustments.
(c) Exhibits
(3) Certificate of Incorporation and By-Laws of BIW Limited. Incorporated
herein by reference to Exhibits C and D of the prospectus contained in
the Registration Statement of BIW Limited on Form S-4 (Reg. No.
333-84508) dated May 20, 2002.
(4) Instruments Defining Rights of Security Holders
(4.1) Amended and Restated Mortgage Indenture by and between The Ansonia Derby
Water Company and The Connecticut National Bank as Trustee, dated as of
August 9, 1991. Incorporated herein by reference to Exhibit (4.1) of the
Annual Report on Form 10-K of Birmingham Utilities, Inc., for the period
ended December 31, 1999.
(4.2) First Modification and Reaffirmation Agreement by and between Birmingham
Utilities, Inc., Birmingham H2O Services, Inc., and Citizens Bank of
Connecticut, dated December 30, 2003.
(4.3) Birmingham Utilities, Inc. Dividend Reinvestment Plan, adopted by its
Board of Directors on September 13, 1994. Incorporated herein by
reference to Exhibit 4 (iii) of Birmingham Utilities, Inc.'s Annual
Report on Form 10-K for the period ended December 31, 1994.
(10) Material Contracts
(10.1) Agreement to Purchase Water by and between The Ansonia Derby Water
Company and South Central Connecticut Regional Water Authority dated
January 18, 1984 for the sale of water by the Authority to the Company
and subsequent amendment dated December 29, 1988. Incorporated herein by
reference to Exhibit (10.1) of the Annual Report on Form 10-K of
Birmingham Utilities, Inc. for the period ended December 31, 1999.
(10.2) Agreement to Purchase Water by and between The Ansonia Derby Water
Company and South Central Connecticut Regional Water Authority dated
November 30, 1984 for the sale by the Authority to the company of water
and for the construction of the pipeline and pumping and storage
facilities in connection therewith by the Authority at the expense
primarily of the Company and Bridgeport Hydraulic Company. Incorporated
herein by reference to Exhibit (10.2) of the Annual Report on Form 10-K
of Birmingham Utilities, Inc. for the period ended December 31, 1996.
(10.3) Employment Agreement between Birmingham Utilities, Inc. and John S.
Tomac dated October 1, 1998. Incorporated herein by reference to Exhibit
(10.3) of the Annual Report on Form 10-K of Birmingham Utilities, Inc.
for the period ended December 31, 1998.
8
(10.4) Birmingham Utilities, Inc. 1994 Stock Incentive Plan adopted by its
Board of Directors on September 13, 1994. Incorporated herein by
reference to Exhibit (10.9) of Birmingham Utilities, Inc.'s Annual
Report on Form 10-K for the period ended December 31, 1994.
(10.5) Birmingham Utilities, Inc. 1994 Stock Option Plan for Non-Employee
Directors adopted by its Board of Directors on September 13, 1994.
Incorporated herein by reference to Exhibit (10.10) of Birmingham
Utilities, Inc.'s Annual Report on Form 10-K for the period ended
December 31, 1994.
(10.6) Birmingham Utilities, Inc. 1998 Stock Incentive Plan adopted by its
Board of Directors on December 9, 1998. Incorporated herein by reference
to Exhibit (10.8) of Birmingham Utilities, Inc.'s Annual Report on Form
10-K for the period ended December 31, 1999.
(10.7) Birmingham Utilities, Inc. 2000 Stock Option Plan for non-employee
Directors adopted by its Board of Directors on September 6, 2000.
Incorporated herein by reference to Exhibit (10.9) of Birmingham
Utilities, Inc.'s Annual Report on Form 10-K for the period ended
December 31, 2000.
(13) 2003 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Consent of Auditors
(31.1) Certification of the Chief Executive Officer Pursuant to Securities
Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(31.2) Certification of the Chief Financial Officer Pursuant to Securities
Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(32) Certification of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BIW, Limited
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(Registrant)
BY: /s/ Betsy Henley-Cohn
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Betsy Henley-Cohn
Chairwoman of the Board
(Chief Executive Officer)
Date: March 25, 2004
10
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Michael J. Adanti /s/ Themis Klarides
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Michael J. Adanti, Director Themis Klarides, Director
March 25, 2004 March 25, 2004
/s/ Mary Jane Burt /s/ B. Lance Sauerteig
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Mary Jane Burt, Director B. Lance Sauerteig, Director
Date: March 25, 2004 Date: March 25, 2004
/s/ James E. Cohen /s/ Kenneth E. Schaible
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James E. Cohen, Director Kenneth E. Schaible, Director
Date: March 25, 2004 Date: March 25, 2004
/s/ Betsy Henley-Cohn /s/ John S. Tomac
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Betsy Henley-Cohn, Chairwoman John S. Tomac, Director
and Chief Executive Officer President & Treasurer and
Board of Directors Chief Financial Officer
Date: March 25, 2004 Date: March 25, 2004
/s/ Alvaro da Silva /s/ Linda Batten
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Alvaro da Silva, Director Linda Batten, Controller
Date: March 25, 2004 Date: March 25, 2004
11
BIW Limited
INDEX TO EXHIBITS
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Item No.
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(4.2) First Modification and Reaffirmation between BUI and Citizens Bank
(13) 2003 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Consent of Auditors
(31.3) Certification of the Chief Executive Officer Pursuant to Securities
Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(31.4) Certification of the Chief Financial Officer Pursuant to Securities
Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(32) Certification of the Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.