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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002
Commission File Number 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 of Incorporation or Organization) (I.R.S Employer I.D. No.)
230 Beaver Street, Ansonia, CT 06401
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (203) 735-1888
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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 whether the registrant: is an accelerated filer (as
defined in Rule 2b-2 of the Exchange Act).
YES [_] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at September 30, 2002
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Common Stock, No Par Value 1,632,880
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIW Limited
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CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
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(UNAUDITED)
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Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Operating revenue $ 1,211,304 $ 1,236,859 $ 3,409,925 $ 3,480,979
------------ ------------ ------------ ------------
Operating expenses:
Operating expenses 699,337 629,948 2,039,936 1,897,117
Maintenance expenses 38,137 41,979 174,085 158,088
Depreciation 137,499 130,002 412,497 390,006
Taxes other than income taxes 106,766 78,982 284,687 249,928
Taxes on income 92,962 61,151 130,380 130,672
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Total operating expenses 1,074,701 942,062 3,041,585 2,825,811
------------ ------------ ------------ ------------
Utility operating income 136,603 294,797 368,340 655,168
Amortization of prior years'
deferred income on land dispositions
(net of income taxes) 98,693 16,131 296,081 48,393
Other income, net (including allowance
for funds used during construction of
$30,860 in 2002 and $49,614 in 2001) 83,547 62,799 176,785 107,521
------------ ------------ ------------ ------------
Income before interest expense 318,843 373,727 841,206 811,082
Interest and amortization of debt discount 105,250 107,361 318,416 397,439
Income from dispositions of land (net of
income taxes) 261,317 2,082,121 261,317 5,133,379
------------ ------------ ------------ ------------
Net income $ 474,910 $ 2,348,487 $ 784,107 $ 5,547,022
Retained earnings, beginning $ 9,966,062 $ 8,162,777 $ 10,146,829 $ 5,435,602
Dividends 244,900 235,796 734,864 707,156
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Retained earnings, ending $ 10,196,072 $ 10,275,468 $ 10,196,072 $ 10,275,468
============ ============ ============ ============
Earnings per share - basic $0.29 $ 1.44 $0.48 $ 3.41
===== ====== ===== ======
Earnings per share - diluted $0.28 $ 1.41 $0.47 $ 3.35
===== ====== ===== ======
Dividends per share $0.15 $0.145 $0.45 $0.435
===== ====== ===== ======
The accompanying notes are an integral part of these consolidated financial
statements.
2
BIW Limited
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CONSOLIDATED BALANCE SHEETS
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(Unaudited)
September 30, Dec. 31,
2002 2001
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ASSETS:
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Utility plant $ 26,256,615 $ 25,141,679
Accumulated depreciation (7,884,266) (7,465,532)
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Net utility plant 18,372,349 17,676,147
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Current assets:
Cash and cash equivalents 2,101,820 3,039,640
Accounts receivable, net of
allowance for doubtful accounts 423,010 480,849
Accrued utility revenue 480,311 458,996
Materials & supplies 146,236 109,033
Prepayments 107,577 44,943
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Total current assets 3,258,954 4,133,461
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Deferred charges 71,035 62,303
Unamortized debt expense 109,552 122,894
Regulatory asset - income taxes recoverable 355,636 355,636
Other assets 307,410 330,146
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843,633 870,979
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$ 22,474,936 $ 22,680,587
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STOCKHOLDERS' EQUITY AND LIABILITIES:
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Stockholders' equity:
Common stock, no par value, authorized
5,000,000 shares at 9/30/02, 2,000,000
shares at 12/31/01; issued and
outstanding at 9/30/02 and 12/31/01,
1,632,880 shares $ 2,965,169 $ 2,929,756
Retained earnings 10,196,072 10,146,829
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13,161,241 13,076,585
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Long-term debt 4,042,000 4,136,000
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Current liabilities:
Current portion of long-term debt 94,000 94,000
Accounts payable and accrued liabilities 594,107 613,189
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Total current liabilities 688,107 707,189
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Customers' advances for construction 439,593 1,191,030
Contributions in aid of construction 2,004,927 1,195,934
Regulatory liability-income taxes refundable 149,617 149,617
Deferred income taxes 1,566,841 1,383,843
Deferred income on disposition of land 422,610 840,389
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4,583,588 4,760,813
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$ 22,474,936 $ 22,680,587
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The accompanying notes are an integral part of these consolidated financial
statements.
3
BIW Limited
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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(UNAUDITED)
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Nine Months Ended September 30,
Cash flows from operating activities: 2002 2001
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Net income $ 784,107 $ 5,547,022
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Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Income from land dispositions (421,576) (7,694,128)
Depreciation and amortization 453,798 430,304
Amortization of deferred income, net of tax (296,081) (48,393)
Deferred income taxes 57,896 (248,305)
Increases and decreases in assets and liabilities:
Accounts receivable and accrued utility revenue 36,524 (103,553)
Materials and supplies (37,203) (35,210)
Prepayments (62,884) (39,765)
Accounts payable and accrued expenses (19,082) 971,275
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Total adjustments (288,608) (6,767,775)
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Net cash flows provided by (used in) operating activities 495,499 (1,220,753)
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Cash flows from investing activities:
Proceeds from land dispositions 537,500 9,868,000
Net construction expenditures (1,103,282) (1,071,690)
Sales of utility plant - 14,245
Other assets and deferred charges, net (74,155) (545,710)
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Net cash flows provided by (used in)
investing activities (639,937) 8,264,845
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Cash flows from financing activities:
Increase (decrease) in note payable - (2,236,714)
Decrease in long-term debt (94,000) (94,000)
Dividends paid, net (699,382) (631,599)
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Net cash flows used in
financing activities: (793,382) (2,962,313)
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Net increase (decrease) in cash & cash equivalents (937,820) 4,081,779
Cash & cash equivalents, beginning 3,039,640 41,477
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Cash & cash equivalents, ending $ 2,101,820 $ 4,123,256
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Supplemental disclosure of cash flow information:
Cash paid for
Interest $ 407,772 $ 495,799
Income taxes 108,000 1,445,088
Supplemental disclosure of non-cash flow information:
The Company receives contributions of plant from
builders and developers. These contributions of
plant are reported in utility plant and in customers'
advances for construction. The contributions are
deducted from construction expenditures by the
Company.
Gross plant, additions $ 1,115,942 $ 1,077,218
Customers' advances for construction (12,660) (5,528)
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Capital expenditures, net $ 1,103,282 $ 1,071,690
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The accompanying notes are an integral part of these consolidated financial
statements.
4
BIW Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BIW Limited (the "Company"), formed in March 2002, is a non-operating
holding company whose income is derived from Birmingham Utilities, Inc. (the
"Subsidiary"), a specially chartered public service corporation in the business
of collecting and distributing water for domestic, commercial and industrial
uses and fire protection. The Subsidiary provides water to Ansonia and Derby,
Connecticut and in small parts of the contiguous Town of Seymour with a
population of approximately 31,000 people. BIW Limited became the holding
company for Birmingham Utilities, Inc. pursuant to an Agreement and Plan of
Merger and Share Exchange effective June 28, 2002 (See Note 5).
The Subsidiary 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 Subsidiary 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 Subsidiary'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. The
Subsidiary's 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.
The Subsidiary is subject to regulation of its water quality under the
Federal Safe Drinking Water Act ("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.
NOTE 1 - QUARTERLY FINANCIAL DATA
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The accompanying consolidated financial statements of BIW Limited have been
prepared in accordance with accounting principles generally accepted in the
United States of America, without audit, except for the Balance Sheet for the
year ended December 31, 2001, which has been audited. The interim financial
information conforms to the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X and, as applied in the case of rate-regulated public utilities,
complies with the Uniform System of Accounts and ratemaking practices prescribed
by the authorities. In management's opinion, these consolidated financial
statements include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the results of operations for
the interim periods presented. Certain information and footnote disclosures
required by accounting principles generally accepted in the United States of
America have been omitted, pursuant to such rules and regulations; although the
Company believes that the
5
disclosures are adequate to make the information presented not misleading. For
further information, refer to the financial statements and accompanying
footnotes included in the Subsidiary's Annual Report on Form 10-K for the year
ended December 31, 2001.
The Subsidiary's business of selling water is to a certain extent seasonal
because water consumption normally increases during the warmer summer months.
Other factors affecting the comparability of various accounting periods include
the timing of rate increases and the timing and magnitude of property sales.
Accordingly, annualization of the results of operations for the nine months
ended September 30, 2002 and September 30, 2001 would not necessarily accurately
forecast the annual results of each year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
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The consolidated financial statements include the accounts of BIW Limited
and its wholly-owned subsidiary Birmingham Utilities, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.
NOTE 3 - CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING-DILUTED
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The following table summarizes the number of common shares used in the
calculation of earnings per share.
Three Months Ended Nine Months Ended
9/30/02 9/30/01 9/30/02 9/30/01
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Weighted average shares outstanding
for earnings per share, basic 1,632,880 1,626,165 1,632,880 1,624,522
Incremental shares from assumed
conversion of stock options 35,430 34,118 36,125 32,774
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Weighted average shares outstanding
for earnings per share, diluted 1,668,310 1,660,283 1,669,005 1,657,296
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NOTE 4 - LAND SALES
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On September 27, 2002, the Subsidiary sold 27 acres of unimproved land in
Seymour, Connecticut to the State of Connecticut, Department of Environmental
Protection ("DEP") for $537,500. The after tax gain on this transaction amounted
to $311,092, of which 16% or $49,775, was allocated by the DPUC to an account
stipulated as an offset to rate base for a period of 40 years. The rate base
offset account does not represent a claim by ratepayers on any assets of the
Subsidiary. Rather, at the time of the Subsidiary's next rate case, the rate
base offset account will be utilized in calculating rate base.
On August 17, 2001, the Company sold 322 acres of unimproved land in
Seymour, Connecticut to the DEP for $4,338,000. The DEP exercised its right to
purchase this property in accordance with Section 16-50d of the Connecticut
General Statutes. Notification for this purchase was given to the Company by the
DEP on February 13, 2001,
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subsequent to the DPUC decision approving a sale to Toll Brothers, Inc. ("Toll
Bros.") for the same price. The funds from this sale were held in escrow until
September 25, 2001 when Toll Bros. agreed to remove all legal actions it had
filed in regard to its contractual rights and administrative appeals for this
sale. The total gain on this sale amounted to $2,288,297, of which $206,176 was
deferred and will be recognized over a 3-year period as approved by the DPUC.
On June 28, 2001, the Company sold 570 acres of unimproved land in Ansonia
and Seymour, Connecticut to the DEP for $5,250,000. An additional $250,000 was
contributed by the City of Ansonia for a total selling price of $5,500,000. This
land was sold below market value, and therefore, the transaction was classified
as a bargain sale for income tax purposes. The net gain from the sale amounted
to $3,350,000, of which $315,698 was deferred and will be recognized over a
3-year period as approved by the DPUC. As a result of the bargain sale, the net
gain includes tax deductions of $571,300, of which $402,000 will be carried
forward to reduce the Company's tax liability in subsequent years. The $571,300
tax deduction is comprised of contribution deductions and state tax credits of
$2,316,600 offset by a valuation allowance of $1,745,300.
On April 18, 2001, the Company sold a small parcel of property,
approximately one quarter of an acre, in Ansonia, CT to Giaimo Associates for
$30,000. The net gain on this transaction amounted to $16,956. The DPUC was not
required to approve this transaction, as the sales price was less than the
required threshold of $50,000.
NOTE 5 - CORPORATE RESTRUCTURING
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On January 17, 2002, Birmingham Utilities, Inc., in accordance with Section
16-47 of the Connecticut General Statutes, filed an application with the DPUC
requesting approval for the establishment of a holding company. The Company
believes the holding company structure will better support business
opportunities that exist in the marketplace and separate these activities from
regulated company activities. On May 8, 2002 the DPUC issued a decision granting
approval of the holding company structure. Shareholders subsequently approved
the holding company structure on June 25, 2002 at the Subsidiary's Annual
Meeting and on June 28, 2002 a Certificate of Merger was filed with the
Secretary of the State of Connecticut and became effective.
In order to implement the plan of merger and share exchange, Birmingham
Utilities, Inc. formed BIW Limited as Birmingham Utilities, Inc.'s wholly-owned
subsidiary. BIW Limited, in turn, formed its own wholly-owned subsidiary,
Birmingham Mergings, Inc. The plan of merger and share exchange was unanimously
approved by the boards of directors of Birmingham Utilities, Inc., BIW Limited
and Birmingham Mergings, Inc., by Birmingham Utilities, Inc. as the sole
stockholder of BIW Limited, and by BIW Limited as the sole stockholder of
Birmingham Mergings, Inc. On June 28, 2002, the following events occurred:
o Birmingham Mergings, Inc. merged with and into Birmingham Utilities,
Inc. with Birmingham Utilities, Inc. being the surviving corporation;
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o Each outstanding share of Birmingham Mergings common stock was
automatically converted into one share of Birmingham Utilities, Inc.
common stock;
o Each previously outstanding share of Birmingham Utilities, Inc. common
stock was automatically converted into one share of BIW Limited common
stock; and
o Each share of BIW Limited common stock owned by Birmingham Utilities,
Inc. was automatically cancelled.
Neither the certificate of incorporation of Birmingham Utilities, Inc., nor
Birmingham Utilities, Inc.'s bylaws, were affected by the plan of merger
and share exchange. BIW Limited is governed by its own separate certificate
of incorporation that was filed with the Secretary of State of the State of
Connecticut on March 13, 2002 and by its own separate bylaws. Upon
effectiveness of the merger, each of the directors and officers of
Birmingham Utilities, Inc. also became the directors and officers of BIW
Limited.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
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FINANCIAL CONDITION
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Management's Discussion and Analysis of the Results of Operations and
Financial Condition contained in the Company's Annual Report on Form 10K for the
year ending December 31, 2001 should be read in conjunction with the comments
below.
CAPITAL RESOURCES AND LIQUIDITY
Completion of the Subsidiary's Long Term Capital Improvement Program is
dependent upon the Company's ability to raise capital from external sources,
including, for the purpose of this analysis, proceeds from the sale of the
Subsidiary's holdings of excess land. For the nine months ended September 30,
2002 and 2001, the Subsidiary's additions to utility plant, net of customer
advances, were $1,103,282 and $1,071,690, respectively (See Statement of Cash
Flows). These additions were financed primarily from external sources, namely
land sales and short-term borrowing.
The Subsidiary has outstanding $4,042,000 principal amount of Mortgage
Bonds, due September 1, 2011, issued under its Mortgage Indenture. The Mortgage
Indenture limits the issuing of additional First Mortgage Bonds and the payment
of dividends. It does not, however, restrict the issuance of either long term or
short-term debt, which is either unsecured or secured with liens subordinate to
the lien of the Mortgage Indenture.
The Subsidiary also maintains a $5,000,000 one-year, unsecured revolving
line of credit that expires on June 30, 2003. During the revolving period, the
Subsidiary can choose between variable rate options of 30, 60, 90 or 180-day
LIBOR plus 100 basis points or the Prime plus 0%. The Subsidiary is required to
pay interest only during the revolving period. The loan is payable in full at
maturity. There were no outstanding borrowings on the revolving line of credit
on September 30, 2002.
8
The Subsidiary's 2002 Capital Budget of $2,081,000 is two-tiered. The first
tier, which consists of typical capital improvements made each year for
services, hydrants and meters, is budgeted for $377,000 in 2002, and is expected
to be financed primarily with internally generated funds.
The second tier of the 2002 Capital Budget consists of replacements and
betterments, which are part of the Subsidiary's Long Term Capital Improvement
Program, and includes $1,704,000 of budgeted plant additions. Plant additions
from this part of the 2002 budget will be financed by proceeds from the 2001 and
2002 land sales and with internally generated funds. Second tier plant additions
can be, and portions of it are expected to be, deferred to future years if funds
are not available for their construction in 2002.
The Subsidiary believes that through the sale of land in June and August of
2001 and September of 2002, the use of short-term borrowing, and the use of
internally generated funds, it can generate sufficient capital to support its
5-year capital budget currently estimated at $8,250,000. Internally generated
funds in part are dependent on the extent of future rate relief. Future rate
relief will be a necessary component in the process of funding this 5-year
capital program.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED AND THREE MONTHS ENDED SEPTEMBER
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30, 2002 AND 2001
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NET INCOME
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Net income for the nine months ended September 30, 2002 was $784,107
compared with $5,547,022 for the same 2001 period. Land sale income contributed
$5,133,379 to the Subsidiary's net income in 2001 while land sales totaled only
$261,317 in 2002. Net income for the three months ended September 30, 2002 was
$474,910 compared with $2,348,487 for the comparable 2001 period. Land sales
which took place in the third quarter of 2001 contributed $2,082,121 to net
income while land sales of $261,317 were recorded in the third quarter of 2002.
OPERATING REVENUES
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Operating revenues for the first nine months of 2002 of $3,409,925 are
$71,054 below the comparable 2001 period. Although 2002 was hot and dry, water
consumption was still below the levels achieved in 2001, a record year for hot,
dry weather. Operating revenues for the three month period ended September 30,
2002 are $25,555 below the comparable 2001 quarter also due to lower consumption
in 2002.
OPERATING AND MAINTENANCE EXPENSES
- ----------------------------------
Operating and Maintenance Expenses for the first nine months of 2002 of
$2,214,021 are $158,816 higher than operating and maintenance expenses of
$2,055,205 recorded in the first nine months of 2001. Increased shareholder
expenses principally relating to the formation of the holding company, increased
administrative salaries, property and liability insurance and legal fees
principally account for this variance.
9
Increases in these expenses have also caused operating and maintenance expenses
for the three month period ended September 30, 2002 to exceed the comparable
2001 period by $65,547.
DEPRECIATION EXPENSE
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Depreciation expense for the first nine months of 2002 and for the
three-month period ended September 30, 2002 are $22,491 and $7,497,
respectively, higher than the comparable 2001 periods due to the depreciation
expense relating to plant additions that have continued throughout 2001 and into
2002.
TAXES OTHER THAN INCOME TAXES
- -----------------------------
Taxes other than income taxes for the nine month period ended September 30,
2002 were $34,759 higher than the comparable 2001 period. Increased payroll
taxes due to higher wages and property taxes due to new utility plant additions
account for this increase. Taxes other than income taxes for the three month
period ended September 30, 2002 were $27,784 higher than the comparable 2001
period. Increased payroll taxes and property taxes also account for this
variance.
OTHER INCOME
- ------------
Other income for the first nine months of 2002 is $69,264 higher than the
comparable period in 2001. Increased income from contract operations and
investment interest income account for this increase. Other income for the three
month period ended September 30, 2002 was $20,748 higher than the third quarter
of 2001. Increases in contract operating income principally accounts for this
increase.
INTEREST EXPENSE
- ----------------
Interest expense of $318,416 recorded in the first nine months of 2002 is
$79,023 lower than the comparable 2001 period. The Company had no short-term
borrowing in 2002 as all short term debt was repaid at the end of the second
quarter in 2001 due to the land sale that took place on June 28, 2001. Interest
expense of $105,250 is slightly lower in the third quarter of 2002 due to the
annual sinking fund requirements of the Subsidiary's Mortgage Bonds.
LAND DISPOSITIONS
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When the Company disposes of land, any gain recognized, net of tax, is
shared between ratepayers and stockholders based upon a formula approved by the
DPUC. The impact of land dispositions is recognized in two places on the
statement of income.
The statement of income reflects income from the disposition of land (net
of taxes) of $261,317 and $5,133,379 for the nine months ended September 30,
2002 and September 30, 2001 respectively. That amount represents the
stockholders immediate share of income from the land sales.
10
The net gain on the 2002 sale totaled $311,091 while all sales in 2001
totaled $5,655,253 including the deferred portion. The DPUC's September 26, 2002
decision called for 16% of the gain to be allocated to an account stipulated as
an offset to rate base. That amount, $49,775, is to remain in that account for a
40 year period. (See Note 4.) The DPUC's March 1, 2000 decision approving the
570 acre sale provided for a three year amortization period as 100% of this
parcel will be dedicated as open space, and the DPUC's June 27, 2001 decision
approving the 322 acre sale also provided for a three year amortization period.
The total gain on the .25 acre sale amounted to $16,956. The DPUC did not
approve this sale as the sale price was less than $50,000. No portion of that
sale was deferred.
Land disposition income is also recognized in the financial statements as a
component of operating income on the line entitled "Amortization of Deferred
Income on Dispositions of Land." These amounts represent the recognition of
income deferred on land dispositions, which occurred in prior years. The
amortization of deferred income on land dispositions net of tax, was $296,081
and $48,392 for the nine months ended September 30, 2002 and 2001, and $98,693
and $16,131, respectively, for the three-month periods ended September 30, 2002
and 2001.
Recognition of deferred income will continue over time periods ranging from
three to fifteen years, depending upon the amortization period ordered by the
DPUC for each particular disposition except for the 2002 sale in which the
deferred portion will remain for a 40 year period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
The Company has certain exposures to market risk related to changes in
interest rates. There have been no material changes in market risk since the
filing of the Subsidiary's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 2001.
ITEM 4. 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 closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). 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.
11
Within 90 days prior to the date of this report, 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.
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.
12
PART II. OTHER INFORMATION
--------------------------
ITEM 5. - EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------
(a) Exhibits - None.
(b) Reports on Form 8-K - None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BIW Limited
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Registrant
Date: November 7, 2002
/s/ John S. Tomac
-------------------------------------
John S. Tomac, President
(authorized signatory and principal
financial officer)
13
CERTIFICATIONS
--------------
I, Betsy Henley-Cohn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BIW Limited;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that
14
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 7, 2002
--------------------------
/s/ Betsy Henley-Cohn
-----------------------------
Betsy Henley-Cohn
Chief Executive Officer
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I, John S. Tomac, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BIW Limited;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
16
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 7, 2002
-------------------------
/s/ John S. Tomac
-------------------------------
John S. Tomac
President
(Principal Financial Officer)
17