10-Q 1 form10-q_12847.txt FORM 10-Q FOR THE PERIOD ENDED 6/30/04 ================================================================================ 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 JUNE 30, 2004 COMMISSION FILE NUMBER 1-31374 BIW LIMITED ------------------------------------------------------ (Exact name of registrant as specified in its charter) CONNECTICUT 04-3617838 ----------------------- ------------------------- (State of Incorporation (I.R.S Employer I.D. No.) or Organization) 230 BEAVER STREET, ANSONIA, CT 06401 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 735-1888 -------------- 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 July 30, 2004 -------------------------- ---------------------------- COMMON STOCK, NO PAR VALUE 1,642,542 ================================================================================ PART I. FINANCIAL INFORMATION ----------------------------- ITEM 1 FINANCIAL STATEMENTS -------------------- BIW Limited CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS ------------------------------------------------------- (UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. 2 BIW Limited CONSOLIDATED BALANCE SHEETS ---------------------------

The accompanying notes are an integral part of these consolidated financial statements. 3 BIW Limited CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these consolidated financial statements. 4 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 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, 2003, 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 5 been omitted, pursuant to such rules and regulations; although the Company believes that the disclosures are adequate to make the information presented not misleading. 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, 2003. 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 June 30, 2004 and 2003 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 subsidiaries Birmingham Utilities and Birmingham H2O Services, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. NOTE 3 - ACQUISITION -------------------- On October 31, 2003, Birmingham Utilities purchased from Aqua America, formerly the Philadelphia Suburban Corporation (PSC) for $4,651,000 all of the issued and outstanding shares of common stock of Eastern Connecticut Regional Water Company, Inc., and H2O Services purchased certain non-regulated assets consisting largely of operating maintenance agreements with various unregulated water supply systems located in eastern Connecticut and Rhodes Pump Service, Inc. located in Guilford, Connecticut. The purchase price was funded through the issuance of long-term debt. See Note 5. The acquisition has been accounted for in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations." Accordingly, the cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. In 2003, Birmingham Utilities entered into a Purchase Agreement with PSC to purchase all of the issued and outstanding shares of common stock of five small regulated 6 water companies located in eastern New York. The purchase price for the New York operations is $1,000,000 subject to certain adjustments based on changes in rate base and working capital. These adjustments may not increase the purchase price by more than $450,000. The closing of this transaction is subject to regulatory approval. Applications for regulatory approval were filed with the New York State Public Service Commission in July 2003. A decision is expected in 2004. See Note 5. NOTE 4 - WATER SERVICE RATE INCREASE ------------------------------------ On August 7, 2003, the DPUC granted Birmingham Utilities a 27.74 percent water service rate increase designed to provide a $1,264,178 annual increase in revenues and a 10.5 percent return on common equity. This rate increase does not apply to the newly acquired Eastern Division. NOTE 5 - FIRST MORTGAGE ISSUANCE -------------------------------- On April 30, 2004, the Company issued First Mortgage Bonds in the principal amount of $9,000,000. The bonds carry an interest rate of 5.21%. The 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%, repay $4,280,000 of short-term debt used to fund the purchase of the Connecticut regulated and non-regulated operations from PSC, and may be used to fund the purchase of the New York operations from PSC. NOTE 6 - CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING DILUTED ------------------------------------------------------------------- The following table summarizes the number of common shares used in the calculation of earnings per share. SIX MONTHS ENDED THREE MONTHS ENDED -------------------- -------------------- 6/30/04 6/30/03 6/30/04 6/30/03 --------- --------- --------- --------- Weighted average shares outstanding For earnings per share, basic 1,639,092 1,637,076 1,642,542 1,637,076 Incremental shares form assumed Conversion of stock options 32,479 31,805 30,333 31,044 --------- --------- --------- --------- Weighted average shares outstanding For earnings per share, diluted 1,671,571 1,668,881 1,672,875 1,668,120 --------- --------- --------- --------- 7 NOTE 7 - PENSION AND OTHER POSTRETIREMENT BENEFITS -------------------------------------------------- Net periodic pension and other postretirement benefit costs include the following components:

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ------------------------------------------------------------------------ RESULTS OF OPERATIONS --------------------- Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Annual Report on Form 10K for the year ended December 31, 2003 should be read in conjunction with the information 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 six months ended June 30, 2004 and 2003, BUI's additions to utility plant, net of customer advances, were $1,009,388 and $669,782, 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 expiring in December 2004. This note replaced the $5,000,000 1-year unsecured line of credit which expired in October 2003. 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 8 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 six months ended and three months ended June 30, ------------------------------------------------------------------------------ 2004 and 2003 ------------- Net Income ---------- Net income for the six months ended June 30, 2004 was $440,627 compared with $198,157 for the same 2003 period. Additional income as result of the water service rate increase granted Birmingham Utilities in August 2003, along with increased activity in H2O Services accounts for the change. Net income for the three months ended June 30, 2004 was $238,742 compared with $141,169 for the comparable 2003 period. This increase is due primarily to the same reasons noted above for the six month period. Operating Revenues ------------------ Operating revenues for the first six months of 2004 of $4,537,757 are $2,125,582 above the comparable 2003 period. Increased revenues from Birmingham Utilities of $1,168,711 includes additional revenue of $531,043 from the newly acquired Eastern Division, and $637,668 is due to the rate increase. Increased revenues of $956,871 from H2O Services accounts for the balance of the total increase. Operating revenues for the three month period ended June 30, 2004 are $1,130,317 above the comparable 2003 quarter. Birmingham Utilities accounts for $573,977, which is due to the addition of revenues from the newly acquired Eastern Division of $269,252 and $304,725 due to the rate increase. Increased revenues of $556,340 from Birmingham H2O accounts for the remaining balance of the increase in revenues for the three month period ending June 30, 2004. Operating and Maintenance Expenses ---------------------------------- Operating and Maintenance expenses for the first six months of 2004 of $3,167,487 are $1,543,227 higher than operating and maintenance expenses of $1,624,260 recorded in the first six months of 2003. Increased H2O Services costs of $825,744, additional cost relating to the acquired operations of the Eastern Division of $530,642 and increased Birmingham Utilities costs relating to shareholder matters, additional amortization of regulatory costs, and higher personnel costs accounts for this increase. The operating and maintenance expenses for the three month period ended June 30, 2004 exceeded the comparable 2003 period for the same reasons. Depreciation ------------ Depreciation for the first six months of 2004 and for the three month period ended June 30, 2004 were $80,000 and $45,000, higher than the comparable 2003 period. Depreciation relating to plant additions for Birmingham Utilities along with depreciation of assets acquired with the Eastern Division account for the increase. 9 Taxes Other Than Income Taxes ----------------------------- Taxes other than income taxes for the six month period ended June 30, 2004 were $64,731 higher than the comparable 2003 period. Increased payroll taxes as a result of higher wages as well as additional property taxes as a result of plant additions, including the newly acquired Eastern Division, account for this increase. Taxes other than income taxes for the three month period ended June 30, 2004 were $33,551 higher than the comparable 2003 period. Increased payroll taxes and property taxes also account for this variance. Other Income ------------ Other income for the first six months of 2004 was $49,828 higher than the comparable period in 2003. Increased AFUDC relating to Eastern Division is partially offset by lower investment income from cash and investments. Other income for the three month period ended June 30, 2004 was $47,858 higher than the second quarter of 2004. Increased AFUDC primarily due to the newly acquired Eastern Division accounts for the increase. Interest Expense ---------------- Interest Expense of $270,727 recorded in the six month period ended June 30, 2004 is $63,248 higher than the comparable 2003 period. The increase is related to borrowings for the acquisition of the Eastern Division, which includes borrowing on the line of credit as well as amortization of closing costs and expenses related to the issuance of the new long term debt. The interest expense for the three month period ended June 30, 2004 is $38,159 higher than same period in 2003 also due to increased borrowings as explained above related to the Eastern Division acquisition. Land Dispositions ----------------- 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 second quarter of 2004 and 2003. 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 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 $5,671 and $89,586 for the six 10 months ended June 30, 2004 and 2003, and $2,836 and $44,793 for the three months ended June 30, 2004 and 2003. 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 land 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 ------------------------------------------------------------------- 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, 2003. 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 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. 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 as of June 30, 2004. 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 changes in the Company's internal controls that have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting during the quarter ended June 30, 2004. 11 PART II. OTHER INFORMATION -------------------------- ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------ During the quarter ended June 30, 2004, the only matters submitted to a vote of the holders of the Company's common stock, its only class of voting stock, were submitted at the Company's Annual Meeting of Shareholders held on May 11, 2004, as set forth below. There were no broker non-votes on the listed matters. (a) Election of Directors - All nominees for Director were elected, as follows: Total Outstanding Shares: 1,642,542 Total Shares Voted: 1,477,975 Total Percentage Voted: 89.90 Votes % O/S Votes Director For Shares Against -------- ------------------------------------ Michael J. Adanti 1,465,684 89 12,290 Mary Jane Burt 1,471,049 89 6,926 James E. Cohen 1,470,669 89 7,305 Alvaro da Silva 1,468,373 89 9,601 Betsy Henley-Cohn 1,470,475 89 7,499 Juri Henley-Cohn 1,359,067 82 118,905 Themis Klarides 1,470,899 89 7,076 B. Lance Sauerteig 1,468,489 89 9,486 Kenneth E. Schaible 1,465,749 89 12,226 John S. Tomac 1,468,425 89 9,550 Dworken, Hillman, LaMorte & Sterczala, P.C. were approved as independent auditors for the Company for 2004. Total votes cast in favor were 1,468,844 representing 89% of all outstanding shares and 6,094 were cast against and 3,036 abstained from voting, representing less than 1% of all outstanding shares. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K ----------------------------------------- (a) Exhibits 4.1 Bond Purchase Agreement dated as of April 15, 2004 between Birmingham Utilities, Inc, and General Electric Capital Assurance Company 4.2 Eighth Supplemental Indenture dated as of April 15, 2004 between Birmingham Utilities, Inc. and US Bank National Association 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 (b) Reports on Form 8-K None 12 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: August 13, 2004 --------------- By: /s/ John S. Tomac ------------------------ John S. Tomac, President (Duly authorized officer, and chief financial and accounting officer) 13

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