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UNITED STATES
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 THE QUARTERLY PERIOD ENDED MARCH 31, 2005
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 offices) (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 12b-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 May 4, 2005
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COMMON STOCK, NO PAR VALUE 1,659,579
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BIW LIMITED
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
March 31,
2005 2004
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Operating revenue $1,968,436 $2,111,457
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Operating expenses:
Operating expenses 1,294,230 1,336,161
Maintenance expenses 142,019 134,725
Depreciation 185,000 180,000
Taxes other than income taxes 168,433 136,769
Taxes on income 5,887 53,267
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Total operating expenses 1,795,569 1,840,922
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Utility operating income 172,867 270,535
Amortization of deferred income
on land dispositions (net of income taxes) 1,241 2,835
Other income, net (including allowance
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for funds used during construction of
$17,295 in 2005, and $45,269 in 2004) 34,420 57,345
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Income before interest expense 208,528 330,715
Interest and amortization of debt discount 154,335 128,830
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Net income $ 54,193 $ 201,885
Retained earnings, beginning $9,211,405 $9,822,197
Dividends 282,128 279,232
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Retained earnings, ending $8,983,470 $9,744,850
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Earnings per share, basic $ .03 $ .12
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Earnings per share, diluted $ .03 $ .12
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Dividends per share $ .17 $ .17
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The accompanying notes are an integral part of these consolidated financial
statements.
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BIW Limited
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, Dec. 31,
2005 2004
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ASSETS:
Utility plant $ 35,948,978 $ 35,261,167
Accumulated depreciation (9,439,731) (9,213,681)
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Net utility plant 26,509,247 26,047,486
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Other property 464,912 419,700
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Current Assets:
Cash and cash equivalents 34,457 --
Accounts receivable, net of
allowance for doubtful accounts 1,166,972 1,338,362
Accrued utility revenue 548,499 560,563
Materials & supplies 357,505 312,638
Prepayments 309,583 195,329
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Total current assets 2,417,016 2,406,892
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Deferred charges 141,245 137,007
Unamortized debt expense 379,277 391,932
Regulatory asset-income taxes recoverable 437,501 437,501
Other assets 540,082 387,725
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1,498,105 1,354,165
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$ 30,889,280 $ 30,228,243
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STOCKHOLDERS' EQUITY AND LIABILITIES
Stockholders' Equity:
Common stock, no par value, authorized
5,000,000 shares; issued and outstanding at 3/31/05 -
1,659,579 shares; 12/31/04 - 1,657,542 shares $ 2,975,972 $ 2,975,972
Retained earnings 8,983,470 9,211,403
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11,959,442 12,187,375
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Long-term debt 9,000,000 9,000,000
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Current Liabilities:
Note payable 3,105,000 2,255,000
Accounts payable and accrued liabilities 832,594 799,382
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Total current liabilities 3,937,594 3,054,382
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Customers' advances for construction 490,781 491,950
Contributions in aid of construction 2,815,757 2,803,914
Regulatory liability-income taxes refundable 126,913 126,913
Deferred income taxes 2,551,856 2,554,657
Deferred income on disposition of land 6,937 9,052
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5,992,244 5,986,486
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$ 30,889,280 $ 30,228,243
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The accompanying notes are an integral part of these consolidated financial
statements.
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BIW Limited
CONSOLIDATED STATEMENTS OF CASH FLOWS
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(UNAUDITED)
Three Months Ended March 31,
Cash Flows From Operating Activities 2005 2004
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Net income $ 54,193 $ 201,885
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Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 197,658 202,259
Amortization of deferred income, net of tax (1,241) (2,835)
Deferred income taxes (3,675) (3,675)
Increases and decreases in assets and liabilities:
Accounts receivable and accrued utility revenue 183,454 (73,415)
Materials and supplies (44,867) (5,117)
Prepayments (114,254) 7,644
Accounts payable and accrued liabilities 33,212 (344,799)
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Total Adjustments 250,287 (219,938)
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Net cash flows provided by (used in)
operating activities 304,480 (18,053)
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Cash flows from investing activities:
Net capital expenditures (722,349) (498,096)
Sale of assets 41,050 --
Other assets and deferred charges, net (156,596) (68,335)
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Net cash flows used in investing activities (837,895) (566,431)
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Cash flows from financing activities:
Dividends paid (282,128) (279,232)
Borrowings under line of credit 850,000 800,000
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Net cash flows provided by
financing activities: 567,872 520,768
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Net increase (decrease) in cash and cash equivalents 34,457 (63,716)
Cash and cash equivalents, beginning 0 148,618
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Cash and cash equivalents, ending $ 34,457 $ 84,902
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Supplemental disclosure of cash flow information:
Cash paid for
Interest $ 24,455 $ 194,824
Income taxes 76,900 10,000
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Supplemental disclosure of non-cash investing activities: Birmingham Utilities
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 BUI
Gross plant additions $ 733,023 $ 497,326
Customers' advances for construction (10,674) 770
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Capital expenditures, net $ 722,349 $ 498,096
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The accompanying notes are an integral part of these consolidated financial
statements.
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BIW Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BIW Limited (BIW or the Company) is the parent company of Birmingham
Utilities, Inc. and its wholly-owned subsidiary Eastern Connecticut Regional
Water Company, Inc. (Eastern Division), (collectively BUI or Birmingham
Utilities), a regulated public water service company that provides water service
to customers in various cities and towns in Connecticut and Birmingham H2O
Services, Inc. (BHS or H2O Services), which provides non-regulated water-related
services to other water utilities, municipalities, contractors and individuals
throughout Connecticut.
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 BUI 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. BUI'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.
In addition, Birmingham Utilities 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
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, 2004, 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 DPUC. 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 disclosures are adequate to make the information presented not
misleading.
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The Company applies Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" (SFAS 123) to account for its stock
option plans. As permitted by SFAS 123, the Company has chosen to continue to
apply Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" (APB 25) and, accordingly, no compensation cost has been
recognized for stock options in the financial statements.
For further information, refer to the financial statements and accompanying
footnotes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2004.
Birmingham Utilities' business of selling water is to a certain extent
seasonal because water consumption normally increases during the warmer summer
months. Another factor affecting the comparability of various accounting periods
includes the timing of rate increases. In addition, H2O Services' business
activities will slow in the winter months. Accordingly, annualization of the
results of operations for the three months ended March 31, 2005 and 2004 would
not necessarily accurately forecast the annual results of each year.
NOTE 2 - PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of BIW Limited
and its wholly owned subsidiaries Birmingham Utilities, Inc. and Birmingham H2O
Services, Inc. All significant intercompany balances and transactions have been
eliminated in consolidation.
NOTE 3 - NEW YORK ACQUISITION
In May 2003, Birmingham Utilities entered into a Purchase Agreement with
AquaAmerica, formerly the Philadelphia Suburban Corporation (PSC), to purchase
all of the issued and outstanding shares of common stock of five small regulated
water companies located in eastern New York. The purchase price for the New York
operations was expected to be $1,000,000 subject to certain adjustments based on
changes in rate base and working capital. These adjustments would not have
increased the purchase price by more than $450,000. Applications for regulatory
approval were filed with the New York State Public Service Commission (NY
Commission) in July 2003. A decision was expected in 2004. During the regulatory
approval process, it became apparent that significant capital costs would be
required upon completion of the transaction. In January 2005, Birmingham
Utilities and PSC, citing continued delays on the part of the NY Commission,
mutually agreed that they no longer wished to pursue this transaction.
NOTE 4 - FIRST MORTGAGE BOND ISSUANCE
On April 30, 2004, Birmingham Utilities issued First Mortgage Bonds in the
principal amount of $9,000,000. The bonds carry an interest rate of 5.21%. The
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proceeds from the bond issue were used to repay the $4,042,000 outstanding
principal of the existing Mortgage Bonds, which carried an interest rate of
9.64%, and repay $4,280,000 of short-term debt used to fund the purchase of the
Connecticut regulated and non-regulated operations from PSC.
NOTE 5 - CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING- DILUTED
The following table summarizes the number of common shares used in the
calculation of earnings per share.
Three Months Ended
3/31/05 3/31/04
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Weighted average shares outstanding
for earnings per share, basic 1,658,244 1,639,719
Incremental shares from assumed
conversion of stock options 18,734 34,625
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Weighted average shares outstanding
for earnings per share, diluted 1,676,978 1,674,344
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NOTE 6 - PENSION AND OTHER POSTRETIREMENT BENEFITS
Net periodic pension and other postretirement benefit costs include the
following components:
Pension Benefits Postretirement Benefits
For the three months For the three months
ended March 31, ended March 31,
2005 2004 2005 2004
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Components of Net Periodic
Benefit Cost:
Service cost $ 24,554 $ 14,508 $ 7,254 $ 6,854
Interest cost 27,451 24,286 10,457 9,379
Expected return on plan assets (19,927) (17,047) (10,501) (9,243)
Amortization of unrecognized
transition obligation 1,468 1,468 6,345 6,345
Amortization of unrecognized
prior service cost 1,293 1,293 -- --
Recognized net actuarial loss (gain) 1,640 1,281 (40) (689)
-------- -------- -------- --------
Net periodic benefit cost $ 36,479 $ 25,789 $ 13,515 $ 12,646
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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Management's Discussion and Analysis of the Financial Condition and
Results of Operations contained in the Company's Annual Report on Form 10K for
the year ended December 31, 2004 should be read in conjunction with the comments
below.
CAPITAL RESOURCES AND LIQUIDITY
Completion of Birmingham Utilities' Long Term Capital Improvement
Program will be funded from the internal generation of funds, including rate
relief, as well as the Company's ability to raise capital from external sources.
For the three months ended March 31, 2005 and 2004, BUI's additions to utility
plant, net of customer advances, were $722,349 and $498,096 respectively (See
Statement of Cash Flows).
Birmingham Utilities has outstanding a series of first mortgage
bonds in the amount of $9,000,000 due on April 15, 2011, issued under its
Mortgage Indenture. The terms of the indenture provide, among other things,
limitations on (a) payment of cash dividends; and (b) incurrence of additional
bonded indebtedness. Interest is payable semi-annually on the 15th day of April
and October.
Note Payable consists of a $7,000,000 1-year, unsecured line of
credit which was renewed in April 2005 and will expire in April 2006. During the
revolving period, Birmingham Utilities can choose between variable rate options
of 30, 60, 90 or 180-day LIBOR plus 100 basis points or prime. BUI is required
to pay only interest during the revolving period. The principal is payable in
full at maturity. The line of credit requires the maintenance of certain
financial ratios and net worth of $7,500,000.
Results of Operations for the Three Months Ended March 31, 2005 and 2004
- ------------------------------------------------------------------------
Net Income
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Net income for the three months ended March 31, 2005 was $54,193
compared with $201,885 for the same 2004 period. Decreased revenues from
Birmingham Utilities and H2O Services due to weather conditions is primarily
responsible for the decline in net income.
Operating Revenues
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Operating revenues of $1,968,436 for the first three months of 2005
are $143,021 lower than the comparable 2004 period. Decreased revenues from H2O
Services of $98,230 are due to the cold temperatures and snow late into the
winter season delaying the start of construction projects. Decreased revenues
from Birmingham Utilities of $44,791 are also primarily due to the cold wet
weather conditions.
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Operating and Maintenance Expenses
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Operating and maintenance expenses for the first three months of
2005 of $1,436,249 are $34,637 lower than comparable costs for the first three
months of 2004. Increased payroll expenses were offset by decreased H2O Services
costs due to a late start for construction activity.
Depreciation
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Depreciation for the first three months of 2005 of $185,000 is
$5,000 higher than the comparable 2004 period due to depreciation relating to
plant additions for Birmingham Utilities.
Taxes Other Than Income Taxes
- -----------------------------
Taxes other than income taxes for the three month period ended March
31, 2005 is $31,664 higher than the comparable 2004 period. An increase in
payroll taxes in 2005 as a result of higher wages as well as increased municipal
property taxes as a result of plant additions accounts for this increase.
Other Income
- ------------
Other income for the first three months of 2005 of $34,420 is
$22,925 lower than the comparable three month period in 2004. Decreased AFUDC
due to smaller capital projects accounts for the difference.
Interest Expense
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Interest expense of $154,335 recorded in the first three months of
2005 is $25,505 higher than the comparable 2004 period. The increase in short
term borrowings as well as higher interest rates account for the additional
expense.
Land Dispositions
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When Birmingham Utilities disposes of land, any gain recognized, net
of tax, is shared between ratepayers and stockholders based upon a formula
approved by the DPUC.
The portion of land disposition income applicable to stockholders
is recognized in the year of disposition. There were no land sales in the first
quarter of 2005 and 2004.
Land disposition income applicable to ratepayers is recognized in
the financial statements as a component of operating income on the line entitled
"Amortization of Deferred Income on Land Dispositions". 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
$1,241 and $2,835 for the three months ended March 31, 2005 and 2004,
respectively.
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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 as an offset to rate base for a period of
40 years.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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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 Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004.
ITEM 4. CONTROLS AND PROCEDURES
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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 March 31, 2005, 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 as of March 31,
2005.
There have been no changes in the Company's internal control over
financial reporting during the quarter ended March 31, 2005 that have materially
affected, or are reasonably likely to materially affect the Company internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6 - EXHIBITS
31.1 Certification of CEO pursuant to Section 302 of Sarbanes
Oxley Act.
31.2 Certification of CFO pursuant to Section 302 of Sarbanes
Oxley Act.
32.1 Certification of CEO and CFO pursuant to Section 906 of
Sarbanes Oxley Act
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SIGNATURES
Pursuant to the requirements 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
Date: May 13, 2005
By: /s/ John S. Tomac
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John S. Tomac, President
(Duly authorized officer, and chief
financial officer)
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