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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, 2006
Commission File No. 1-31374
BIW LIMITED
(Exact Name of registrant as specified in its charter)
CONNECTICUT 04-3617838
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
230 Beaver Street, Ansonia, CT 06401-0426
(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
Common Stock (no par value) The American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes [ ] No[X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes[] No [X]
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. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer
[X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). 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 June 30, 2006:
$23,779,110.
As of March 16, 2007, the Registrant had 1,674,579 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, 2006 are incorporated by reference into Part II of this report. Portions of
the Proxy Statement for the 2007 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, as set forth in Item 1A, below.
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, which is referred to as the Ansonia division. Water
service is also provided for domestic and commercial use in 33 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. In November of 2006, as part of the
Connecticut Department of Public Utility Control's rate order, both the Ansonia
and Eastern division were combined for regulatory purposes. 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 75 wells located in
16 towns in eastern Connecticut that service 33 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
2006 were approximately 3.07 MGD and 3.97 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 BUI's customers.
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During 2006, approximately 1.12 billion gallons of water from all sources were
delivered to Birmingham Utilities' customers. Birmingham Utilities has
approximately 11,705 customers of whom approximately 97% are residential and
commercial. No single customer accounted for as much as 10% of total billings in
2006. 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 9, 2007, 40 full-time employees and 1 part-time
employee. 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 Birmingham
Utilities 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 BUI'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.
The Company operates in two business segments - regulated water operations
(Birmingham Utilities) and unregulated service operations (H2O Services).
Applicable segment information appears in Note 20 of the Notes to Consolidated
Financial Statements incorporated by reference in Item 8 of this Report.
Executive Officers of the Registrant
Name, Age and Position Business Experience Past 5 Years
Betsy Henley-Cohn, 54
Chairwoman of the Board Chairwoman of the Board of Directors and
and Chief Executive Officer Chief Executive Officer of the Company 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, 53
President and Treasurer President of the Company since October 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 1A. Risk Factors
Our business is subject to a number of risks, some of which are discussed below.
Other risks are presented elsewhere in this report and in the information
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incorporated by reference into this report. You should carefully consider the
following risks in addition to the other information contained in this report
and our other filings with the SEC, including our subsequent reports on Forms
10-Q and 8-K, before deciding to buy, sell or hold our common stock. The risks
and uncertainties described below are not the only ones facing the Company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. Any of these
risks could materially and adversely affect the Company's business, financial
condition and results of operations, which in turn could materially and
adversely affect the price of the Company's common stock.
DIVIDENDS ON OUR COMMON STOCK WILL BE DEPENDENT ON DIVIDENDS PAID TO BIW LIMITED
BY BIRMINGHAM UTILITIES.
Funds required by BIW Limited to enable it to pay dividends on BIW Limited
common stock are derived predominantly from the dividends paid by Birmingham
Utilities to BIW Limited. Accordingly, the ability of BIW Limited to pay
dividends, as a practical matter, will be governed by the ability of Birmingham
Utilities to pay common stock dividends. The ability of Birmingham Utilities to
pay dividends to BIW Limited will continue to be subject to outstanding common
stock dividend restrictions currently contained in Birmingham Utilities'
mortgage bond indenture. Because Birmingham Utilities will remain subject to
regulation by the Connecticut Department of Public Utility Control (DPUC), the
amount of its earnings and dividends will continue to be affected by the manner
in which the DPUC regulates Birmingham Utilities. Therefore, there can be no
assurance as to the payment of future dividends by BIW Limited. Furthermore, any
losses incurred by BIW Limited's unregulated businesses will not be recoverable
through the water rates of Birmingham Utilities.
OUR BUSINESS REQUIRES SIGNIFICANT CAPITAL EXPENDITURES AND THE RATES WE CHARGE
OUR CUSTOMERS ARE SUBJECT TO REGULATION.
The water utility business is capital intensive. In addition to any capital
required to fund potential acquisitions, on an annual basis, we spend
significant sums for additions to or replacement of property, plant and
equipment. Our ability to maintain and meet our financial objectives is
dependent upon the availability of adequate capital and the recovery of our
capital investments through the rates we charge our customers. There is no
guarantee that we will be able to obtain sufficient capital in the future on
reasonable terms and conditions for expansion, construction and maintenance. In
the event we are unable to obtain sufficient capital, our expansion efforts
could be curtailed, which may affect our growth and may affect our future
results of operations.
The rates our regulated operations charge our customers are subject to approval
by the DPUC. We file rate increase requests, from time to time, to recover our
investments in utility plant and expenses. Once a rate increase petition is
filed with the DPUC, the ensuing administrative and hearing process may take up
to 180 days and may be costly. We can provide no assurances that any future rate
increase request will be approved; and, if approved, we cannot guarantee that
these rate increases will be granted in a timely or sufficient manner to cover
the investments and expenses for which we initially sought the rate increase.
OUR OPERATING COSTS COULD BE SIGNIFICANTLY INCREASED IN ORDER TO COMPLY WITH NEW
OR STRICTER REGULATORY STANDARDS IMPOSED BY FEDERAL AND STATE ENVIRONMENTAL
AGENCIES.
Our water services are governed by various federal and state environmental
protection and health and safety laws and regulations, including the federal
Safe Drinking Water Act, the Clean Water Act and similar state laws, and federal
and state regulations issued under these laws by the United States Environmental
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Protection Agency and state environmental regulatory agencies. These laws and
regulations establish, among other things, criteria and standards for drinking
water and for discharges into the waters of the United States and states.
Pursuant to these laws, we are required to obtain various environmental permits
from environmental regulatory agencies for our operations. We cannot assure you
that we have been or will be at all times in total compliance with these laws,
regulations and permits. If we violate or fail to comply with these laws,
regulations or permits, we could be fined or otherwise sanctioned by regulators.
Environmental laws and regulations are complex and change frequently. These
laws, and the enforcement thereof, have tended to become more stringent over
time. While we have budgeted for future capital and operating expenditures to
maintain compliance with these laws and our permits, it is possible that new or
stricter standards could be imposed that will raise our operating costs.
Although these costs may be recovered in the form of higher rates, there can be
no assurance that the DPUC would approve rate increases to enable us to recover
such costs. In summary, we cannot assure you that our costs of complying with,
or discharging liability under, current and future environmental and health and
safety laws will not adversely affect our business, results of operations or
financial condition.
OUR BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD AFFECT DEMAND FOR
OUR WATER SERVICE AND OUR REVENUES.
Demand for our water during the warmer months is generally greater than during
cooler months due primarily to additional requirements for water in connection
with irrigation systems, swimming pools, cooling systems and other outside water
use. Throughout the year, and particularly during typically warmer months,
demand will vary with temperature and rainfall levels. In the event that
temperatures during the typically warmer months are cooler than normal, or if
there is more rainfall than normal, the demand for our water may decrease and
adversely affect our revenues.
DROUGHT CONDITIONS MAY IMPACT OUR ABILITY TO SERVE OUR CURRENT AND FUTURE
CUSTOMERS.
We depend on an adequate water supply to meet the present and future demands of
our customers. Drought conditions could interfere with our sources of water
supply and could adversely affect our ability to supply water in sufficient
quantities to our existing and future customers. An interruption in our water
supply could have a material adverse effect on our financial condition and
results of operations. Moreover, governmental restrictions on water usage during
drought conditions may result in a decreased demand for our water, even if our
water reserves are sufficient to serve our customers during these drought
conditions, which may adversely affect our revenues and earnings.
CONTAMINATION TO OUR WATER SUPPLY MAY RESULT IN DISRUPTION IN OUR SERVICES.
Our water supplies are potentially subject to contamination, including
contamination from the development of naturally-occurring compounds, chemicals
in groundwater systems, pollution resulting from man-made sources, such as MTBE,
and possible terrorist attacks. In the event that our water supply is
contaminated, we may have to interrupt the use of that water supply until we are
able to substitute the flow of water from an uncontaminated water source. In
addition, we may incur significant costs in order to treat the contaminated
source through expansion of our current treatment facilities, or development of
new treatment methods. If we are unable to substitute water supply from an
uncontaminated water source, or to adequately treat the contaminated water
source in a cost-effective manner, there may be an adverse effect on our
revenues, operating results and financial condition. The costs we incur to
decontaminate a water source or an underground water system could be significant
and could adversely affect our business, operating results and financial
condition and may not be recoverable in rates. We could also be held liable for
5
consequences arising out of human exposure to hazardous substances in our water
supplies or other environmental damage. For example, private plaintiffs have the
right to bring personal injury or other toxic tort claims arising from the
presence of hazardous substances in our drinking water supplies. Our insurance
policies may not be sufficient to cover the costs of these claims.
WE DEPEND SIGNIFICANTLY ON THE SERVICES OF THE MEMBERS OF OUR MANAGEMENT TEAM.
Our success depends significantly on the continued individual and collective
contributions of our management team. The loss of the services of any member of
our management team or the inability to hire and retain experienced management
personnel could harm our operating results.
Item 1B. Unresolved Staff Comments
Not Applicable.
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 2006 were approximately 3.07 MGD
and 3.97 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 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.
Birmingham Utilities' Eastern Division consists of 33 satellite
water systems in 16 towns in eastern Connecticut serving 2,280 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.
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, Ansonia,
CT that contains 4,200 square feet of office and storage space. In addition,
Birmingham Utilities owns two buildings devoted to equipment storage. Birmingham
Utilities owns office space in a wood frame, residential building owned by
Birmingham Utilities at 228 Beaver Street, Ansonia, CT. Birmingham Utilities
also owns two residential houses at 189 Maple Street and 59 Rimmon Road,
Seymour, CT. Birmingham Utilities also rents office and warehouse space in
Glastonbury, CT and Birmingham H2O Services owns two buildings in Guilford, CT
at 2935 and 2940 Boston Post Road.
6
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, 1998 and in 2003. 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.
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 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, 2006, (Market 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.
The following graph shows the cumulative total stockholder return on our
common stock since January 1, 2002, compared to the returns of the American
Stock Exchange Market Index, and the reporting companies in SIC Code 4941 -
Water Supply Companies.
7
COMPARISON OF CUMULATIVE TOTAL RETURN OF ONE OR MORE
COMPANIES, PEER GROUPS, INDUSTRY INDEXES AND/OR BROAD MARKETS
------------------------ FISCAL YEAR ENDING ---------------------
COMPANY/INDEX/MARKET 12/31/2001 12/31/2002 12/31/2003 12/31/2004 12/30/2005 12/29/2006
BIW LIMITED 100.00 100.61 108.21 115.85 109.11 99.35
WATER SUPPLY 100.00 71.22 88.56 113.68 143.63 221.08
AMEX MARKET INDEX 100.00 96.01 130.68 149.65 165.03 184.77
Item 6. Selected Financial Data
The inside front cover of the Company's Annual Report to shareholders for the
year ended December 31, 2006, (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 13 of the Company's Annual Report to Shareholders for the year
ended December 31, 2006 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) are incorporated herein by reference,
8
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 $7,330,000 at December 31, 2006. 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 March 14, 2007 appearing on
pages 14 through 32 of the Company's 2006 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.
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, 2006, 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 during the quarter ended December 31, 2006 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Items 401,405,406 and 407(c)(3), (d)(4) and (d) (5)
of Regulation S-K will be filed by an amended 10K no later than April 30, 2007.
Item 11. Executive Compensation
The information required by Items 402 and 407 (e)(5) and (e) (6) of Regulation
S-K will be filed by an amended 10-K no later than April 30, 2007.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The information required by Item 403 of Regulation S-K will be filed by an
amended 10-K no later than April 30, 2007.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding our equity compensation plans
as of December 31, 2006:
- ------------------------- -------------------- ------------------- --------------------
Number of securities
Number of Securities remaining available
to be issued Weighted-average for future issuance
upon exercise of exercise price of under equity
Plan Category outstanding options outstanding options compensation plans
- ------------------------- -------------------- ------------------- --------------------
Equity compensation plans
approved by security
holders 62,000 $16.33 61,000
- ------------------------- -------------------- ------------------- --------------------
Equity compensation plans
not approved by security
holders -- -- --
- ------------------------- -------------------- ------------------- --------------------
Total 62,000 $16.33 61,000
- ------------------------- -------------------- ------------------- --------------------
Item 13. Certain Relationships and Related Transactions, and Director
Independence
The information required by Items 404 and 407(a) of Regulation S-K will be filed
by an amended 10-K no later than April 30, 2007.
Item 14. Principal Accountant Fees and Services
The information required by Item 9(e) of Schedule 14A will be filed by an
amended 10-K no later than April 30, 2007.
10
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following statements are filed as part of this report:
Page in
Annual Report*
Consolidated Statements of Income and Retained
earnings for the three years ended
December 31, 2006 14
Consolidated Balance Sheets at December 31, 2006
and 2005 13
Consolidated Statements of Cash Flows for the three
years ended December 31, 2006 15
Notes to the Consolidated Financial Statements 16-28
Report of Independent Registered Public Accounting Firm 12
* Incorporated by reference from the indicated pages of the 2006 Annual Report.
(b) 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) Bond Purchase Agreement dated as of April 15, 2004 between Birmingham
Utilities, Inc., and General Electric Capital Assurance Company.
Incorporated herein by reference to Exhibit 4.1 of the Form 10-Q of
BIW Limited for the period ended June 30, 2004.
(4.2) Eighth Supplemental Indenture dated as of April 15, 2004 between
Birmingham Utilities, Inc., and US Bank National Association.
Incorporated herein by reference to Exhibit 4.2 of the Form 10-Q of
BIW Limited for the period ended June 30, 2004.
(4.3) First Modification and Reaffirmation Agreement by and between
Birmingham Utilities, Inc., Birmingham H2O Services, Inc., and
Citizens Bank of Connecticut, dated December 30, 2003. Incorporated
herein by reference to Exhibit 4.2 of BIW's Annual Report on Form 10-K
for the period ended December 31, 2003.
(4.4) 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.
(4.5) Third Modification and Reaffirmation Agreement. Incorporated herein by
reference to Exhibit 10.1 of BIW Limited's Quarterly Report on Form
10-Q for the quarter ended September 30, 2006.
(4.6) Fourth Modification and Reaffirmation Agreement. Incorporated herein
by reference to Exhibit 10.1 of BIW Limited's Quarterly Report on Form
10-Q for the quarter ended September 30, 2006.
11
(4.7) Commercial Revolving Promissory Note. Incorporated herein by reference
to Exhibit 10.1 of BIW Limited's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2006.
(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.
(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.
(10.8) BIW Limited's Stock Option Agreement Form for grants pursuant to 2000
Stock Option Plan for non-employee Directors. Incorporated herein by
reference to Exhibit (10.8) of BIW's Annual Report on Form 10-K for
the period ended December 31, 2004.
(10.9) BIW Limited's Stock Option Agreement Form for grants pursuant to 1998
Stock Incentive Plan. Incorporated herein by reference to Exhibit
(10.9) of BIW Limited's Annual Report on Form 10-K for the period
ended December 31, 2004.
(13) 2006 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Consent of Independent Registered Public Accounting Firm
12
(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.
(c) Financial Statement Schedules None.
13
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
(Registrant)
BY: /s/ Betsy Henley-Cohn
--------------------------
Betsy Henley-Cohn
Chairwoman of the Board
and Chief Executive Officer
Date: March 30, 2007
14
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/ Mary Jane Burt /s/ Themis Klarides
- ----------------------------- ------------------------------
Mary Jane Burt, Director Themis Klarides, Director
March 30, 2007 March 30, 2007
/s/ James E. Cohen /s/ B. Lance Sauerteig
- ----------------------------- ------------------------------
James E. Cohen, Director B. Lance Sauerteig, Director
March 30, 2007 March 30, 2007
/s/ Alvaro daSilva /s/ Kenneth E. Schaible
- ------------------------------ ------------------------------
Alvaro daSilva, Director Kenneth E. Schaible, Director
March 30, 2007 March 30, 2007
/s/ Juri Henley-Cohn /s/ John S. Tomac
- ------------------------------ ------------------------------
Juri Henley-Cohn, Director John S. Tomac, Director
March 30, 2007 President & Treasurer and Chief
Financial Officer
March 30, 2007
/s/ Linda B. Batten /s/ Betsy Henley-Cohn
- ------------------------------ ------------------------------
Linda B. Batten, Controller and Betsy Henley-Cohn
Assistant Treasurer Chairwoman and Chief Executive
March 30, 2007 Officer and Director
March 30, 2007
15
BIW Limited
INDEX TO EXHIBITS
Item No.
(13) 2006 Annual Report to Shareholders
(21) Subsidiaries of the Registrant
(23) Consent of Independent Registered Public Accounting Firm
(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.
16