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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
OCTOBER 31, 2003
BIW LIMITED
(Exact name of Registrant as specified in its charter)
CONNECTICUT 1-31374 04-3617838
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
230 Beaver Street, Ansonia, Connecticut 06401
(Address of principal executive offices, including zip code)
(203) 735-1888
(Registrant's telephone number, including area code)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 31, 2003, BIW Limited's wholly-owned subsidiaries,
Birmingham Utilities, Inc. and Birmingham H2O Services, Inc. completed the
purchase of the Connecticut regulated and unregulated operations of AquaSource,
Inc. from Philadelphia Suburban Corporation (PSC) for approximately $4,000,000,
subject to certain post-closing purchase price adjustments. The transaction
consists of the acquisition all of the issued and outstanding shares of common
stock of Eastern Connecticut Regional Water Company, Inc., as well as certain
assets used in regulated water utility operations in Connecticut. Birmingham
Utilities, Inc. and Birmingham H2O Services, Inc. signed the purchase agreement
with PSC on May 19, 2003 to purchase these operations. PSC and Birmingham
Utilities, Inc. received regulatory approval from the Connecticut Department of
Public Utility Control for the purchase and sale of the Connecticut regulated
operations on October 22, 2003. The acquired operations consist of 30 regulated
water systems located in eastern Connecticut, as well as a non-regulated
contract operations business that monitors and services another 51 water systems
also in eastern Connecticut. Also included in the purchase is the Rhodes Pump
Service business located in Guilford, Connecticut.
The purchase price was funded through borrowings on Birmingham
Utilities, Inc.'s existing line of credit with Citizens Bank.
Pursuant to the purchase agreement with PSC, Birmingham Utilities
has also agreed to acquire all of the issued and outstanding stock of five
regulated water companies located in and operating in the State of New York. The
closing of this purchase remains subject to regulatory approval.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
FINANCIAL STATEMENTS
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
Years Ended December 31, 2002 and 2001
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
Years Ended December 31, 2002 and 2001
CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT................................................3
FINANCIAL STATEMENTS:
Balance sheets............................................................4
Statements of income and retained earnings................................5
Statements of cash flows..................................................6
Notes to financial statements.............................................7-10
2
INDEPENDENT AUDITORS' REPORT
To the Shareholders
BIW Limited
Ansonia, Connecticut
We have audited the accompanying balance sheets of Eastern Connecticut Regional
Water Company, Inc., a wholly owned subsidiary of AquaSource, Inc. (Eastern), as
of December 31, 2002 and 2001, and the related statements of income and retained
earnings and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eastern as of December 31, 2002
and 2001, and the results of its operations and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Dworken, Hillman, LaMorte & Sterczala, P.C.
January 10, 2004
Shelton, Connecticut
3
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
BALANCE SHEETS
DECEMBER 31,
2002 2001
------------ ------------
ASSETS
Utility plant $ 5,234,608 $ 4,351,878
Accumulated depreciation (1,366,221) (1,251,533)
------------ ------------
3,868,387 3,100,345
------------ ------------
Current assets:
Accounts receivable, net of allowance for doubtful
accounts (2002, $29,700; 2001, $27,800) 127,714 143,030
Due from parent 356,108 201,311
Other current assets 15,429
------------ ------------
Total current assets 483,822 359,770
------------ ------------
Deferred charges 44,345
------------ ------------
TOTAL ASSETS $ 4,396,554 $ 3,460,115
============ ============
SHAREHOLDER'S EQUITY AND LIABILITIES
SHAREHOLDER'S EQUITY:
Common stock, $20 par value, authorized 5,000 shares;
issued and outstanding 200 shares $ 4,000 $ 4,000
Paid in capital 2,573,159 2,573,159
Retained earnings 533,846 467,085
------------ ------------
TOTAL SHAREHOLDER'S EQUITY 3,111,005 3,044,244
------------ ------------
Current liabilities:
Accounts payable and accrued liabilities 714,386 190,590
------------ ------------
Total current liabilities 714,386 190,590
------------ ------------
Customers' advances for construction 571,163 225,281
------------ ------------
Commitment and contingency (Note 5)
TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES $ 4,396,554 $ 3,460,115
============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
4
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
YEAR ENDED DECEMBER 31,
2002 2001
------------ ------------
OPERATING REVENUES:
Residential and commercial $ 1,071,970 $ 1,069,317
------------ ------------
OPERATING DEDUCTIONS:
Operating expenses 445,137 546,956
Maintenance expenses 369,986 16,509
Depreciation 129,843 123,958
Taxes, other than income taxes 35,919 53,551
Taxes on income 24,324 105,206
------------ ------------
1,005,209 846,180
------------ ------------
NET INCOME 66,761 223,137
Retained earnings, beginning of year 467,085 243,948
------------ ------------
RETAINED EARNINGS, END OF YEAR $ 533,846 $ 467,085
============ ============
Basic and diluted earnings per share $ 333.81 $ 1,115.69
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 200 200
============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
5
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 66,761 $ 223,137
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 129,843 108,765
Change in assets and liabilities:
Increase in accounts receivable 15,316 20,107
(Increase) decrease in other current assets 15,429 (13,877)
Increase (decrease) in accounts payable and accrued
liabilities (56,339) 139,221
------------ ------------
Net cash provided by operating activities 171,010 477,353
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (317,750) (297,765)
Increase in deferred charges (44,345)
Customer advances 345,882 16,385
Increase in due from parent (154,797) (195,973)
------------ ------------
Net cash used in investing activities (171,010) (477,353)
------------ ------------
NET CHANGE IN CASH 0 0
Cash, beginning of year 0 0
------------ ------------
CASH, END OF YEAR $ 0 $ 0
============ ============
SEE NOTES TO FINANCIAL STATEMENTS.
6
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
DESCRIPTION OF THE BUSINESS:
Eastern Connecticut Regional Water Company, Inc. (the Company) is a
regulated public water service company that provides water service to
customers in various cities and towns in Connecticut. The Company is a
wholly owned subsidiary of AquaSource, Inc., itself a wholly owned
subsidiary of DQE, Inc.
PUBLIC UTILITY REGULATION:
The Company's accounting policies conform to the Uniform System of Accounts
and ratemaking practices prescribed by the Connecticut Department of Public
Utility Control (DPUC), and accounting principles generally accepted in the
United States of America, which include the provisions of Statement of
Financial Accounting Standards No. 71, "Accounting for the Effects of
Certain Types of Regulation" (SFAS 71). SFAS 71 requires cost based, rate
regulated enterprises to reflect the impact of regulatory decisions in
their financial statements. The DPUC, through the rate regulation process,
can create regulatory assets that result when costs are allowed for
ratemaking purposes in a period after the period in which the costs would
be charged to expense by an unregulated enterprise.
ESTIMATES AND ASSUMPTIONS:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported revenues and expenses during the reporting period. Actual
results could vary from those estimates.
UTILITY PLANT:
Utility plant is stated at the original cost of the property when placed in
service. The costs of additions to utility plant and the costs of renewals
and betterments are capitalized. The cost of repairs and maintenance is
charged to income. Upon retirement of depreciable utility plant in service,
accumulated depreciation is charged with the book cost of the property
retired and the cost of removal, and is credited with the salvage value and
any other amounts recovered.
7
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued):
DEPRECIATION:
For financial statement purposes, the Company provides for depreciation
using the straight-line method, at rates approved by the DPUC. The rates
used are intended to distribute the cost of depreciable properties over
their estimated service lives.
ACCOUNTS RECEIVABLE:
The Company continuously monitors the creditworthiness of customers and has
established an allowance for amounts that may become uncollectible in the
future based on current economic trends, historical payment and bad debt
write-off experience, and any specific customer related collection issues.
CUSTOMERS' ADVANCES FOR CONSTRUCTION:
The Company receives cash advances from developers and customers to finance
construction of new water main extensions. These advances are refunded over
a 10-year contract period as services are connected to the main. Any
unrefunded balances are reclassified to "Contributions in aid of
Construction" and are no longer refundable. Utility plant funded by
advances and contributions is excluded from rate base for regulatory
purposes.
REVENUE RECOGNITION:
The Company recognizes revenue as customers are billed for water consumed.
The Company has both flat rate and metered customers, the majority of which
are billed monthly. Metered revenues are based on water usage multiplied by
rates approved by the DPUC.
INCOME TAXES:
The Company is included in the consolidated federal income tax return of
its parent and files a separate state tax return. Under a tax sharing
arrangement, the Company pays its parent the equivalent amount of federal
taxes owed on income and receives a benefit for any losses which may be
utilized by its parent.
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The carrying amount of trade accounts receivable and trade accounts payable
approximate fair value due to their short-term nature.
8
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2002 and 2001
2. UTILITY PLANT:
2002 2001
------------ ------------
Land $ 23,628 $ 23,628
Distribution lines 2,233,806 2,231,997
General plant 2,161,846 2,016,003
------------ ------------
4,419,280 4,271,628
Construction in process 815,328 80,250
------------ ------------
$ 5,234,608 $ 4,351,878
============ ============
3. INCOME TAXES:
The following table reconciles the Company's effective income tax rate to
the federal statutory rate:
YEAR ENDED DECEMBER 31,
2002 2001
-------- --------
Federal statutory rate 34.0% 34.0%
Effect of:
State income tax, net of federal benefit 4.9
Tax rates (12.2) (2.0)
-------- --------
26.7% 32.0%
======== ========
The Company paid no income taxes for the years ended December 31, 2002 and
2001.
4. RELATED PARTY TRANSACTIONS:
The Company's parent provides management services to the Company. These
services include cash management and treasury activities, human resources,
general administration, and information technology services. The management
fee charged by the parent is based on a factor of direct labor hours and
rate base. Management fees of $79,417 and $126,904 were charged to
operations in 2002 and 2001, respectively.
The amount due from the parent of $356,108 and $201,311 at December 31,
2002 and 2001, respectively, represents the net cash owed to the Company as
a result of the cash activities managed by the parent.
Included in construction in process and accounts payable and accrued
liabilities at December 31, 2002 is $579,470 incurred to a company related
through common ownership for construction services.
9
EASTERN CONNECTICUT REGIONAL WATER COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
Years Ended December 31, 2002 and 2001
4. RELATED PARTY TRANSACTIONS (continued):
Beginning in June 2002, a company related through common ownership began
performing maintenance services for the Company. During 2002, charges for
these services totaled $337,485.
5. COMMITMENT AND CONTINGENCY:
COMMITMENT:
The Company has budgeted approximately $700,000 for capital expenditures in
2003.
CONTINGENCY:
In 2001, the State of Connecticut passed legislation requiring the DPUC to
convene a proceeding to determine a fair purchase price for any Company
assets located in and used to provide water service to the towns of Durham
and Middlefield. During the course of that proceeding, the Company entered
into an agreement to sell the assets to the towns for $590,000.
Subsequent to year-end, the assets were sold for approximately $600,000.
10
FINANCIAL STATEMENTS
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
For the Nine Months Ended September 30, 2003 and 2002
(Unaudited)
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
For the Nine Months Ended September 30, 2003 and 2002
(Unaudited)
CONTENTS
PAGE
Balance sheet as of September 30, 2003....................................... 3
Statements of income for the nine months
ended September 30, 2003 and 2002.......................................... 4
Statements of cash flows for the nine months
ended September 30, 2003 and 2002.......................................... 5
Note to financial statements................................................. 6
2
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
BALANCE SHEET
September 30, 2003
(Unaudited)
ASSETS
Utility plant $ 5,656,839
Accumulated depreciation (1,281,069)
------------
4,375,770
------------
Current assets:
Accounts receivable 160,823
Other current assets 8,481
------------
Total current assets 169,304
------------
TOTAL ASSETS $ 4,545,074
============
SHAREHOLDER'S EQUITY AND LIABILITIES
SHAREHOLDER'S EQUITY:
Common stock, $20 par value, authorized 5,000 shares;
issued and outstanding 200 shares $ 4,000
Paid in capital 3,334,522
Retained earnings 536,398
------------
TOTAL SHAREHOLDER'S EQUITY 3,874,920
------------
Current liabilities:
Accounts payable and accrued liabilities 23,218
------------
Total current liabilities 23,218
------------
Customers' advances for construction 646,936
------------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES $ 4,545,074
============
SEE NOTE TO FINANCIAL STATEMENTS.
3
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
STATEMENTS OF INCOME
(Unaudited)
NINE MONTHS ENDED SEPTEMBER 30,
------------------------------
2003 2002
------------ ------------
OPERATING REVENUES:
Residential and commercial $ 648,281 $ 791,000
------------ ------------
OPERATING DEDUCTIONS:
Operating expenses 272,109 329,968
Maintenance expenses 337,935 248,264
Depreciation 76,528 99,151
Taxes, other than income taxes 32,997 30,751
Taxes on income 19,149
------------ ------------
Total operating deductions 719,569 727,283
------------ ------------
INCOME (LOSS) FROM OPERATIONS (71,288) 63,717
Gain on sale of utility plant 73,840
------------ ------------
NET INCOME $ 2,552 $ 63,717
============ ============
BASIC AND DILUTED EARNINGS PER SHARE $ 12.76 $ 318.59
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 200 200
============ ============
SEE NOTE TO FINANCIAL STATEMENTS.
4
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
2003 2002
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net income $ 2,552 $ 63,717
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Gain on sale of utility plant (73,840)
Depreciation and amortization 76,528 99,151
Change in assets and liabilities:
(Increase) decrease in accounts receivable (33,109) 18,740
Increase in other current assets (8,481) (4,910)
Increase (decrease) in accounts payable
and accrued liabilities (111,033) 12,138
------------ ------------
Net cash provided by (used in) operating activities (147,383) 188,836
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (310,222)
Increase in deferred charges (92,865) (34,107)
Customer advances 84,770 244,346
(Increase) decrease in due from parent 155,478 (88,853)
------------ ------------
Net cash provided by (used in) investing activities 147,383 (188,836)
------------ ------------
NET CHANGE IN CASH 0 0
Cash, beginning of year 0 0
------------ ------------
CASH, END OF YEAR $ 0 $ 0
============ ============
SEE NOTE TO FINANCIAL STATEMENTS.
5
EASTERN CONNECTICUT REGIONAL WATER CO., INC.
NOTE TO FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 2003 and 2002
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and the instructions
for Form 8-K and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
consisting of normal recurring accruals considered necessary for a fair
presentation have been included. Operating results for the nine months
ended September 30, 2003 and 2002 are not necessarily indicative of the
results that may be expected for a full fiscal year. For further
information, refer to the financial statement and footnotes thereto
included in the Company's accounting report on Form 8-K/A for the years
ended December 31, 2002 and 2001.
6
(b) Pro Forma Financial Information
PRO FORMA FINANCIAL STATEMENTS
BIW LIMITED
For the Nine Months Ended September 30, 2003 and
Year Ended December 31, 2002
(Unaudited)
BIW LIMITED
For the Nine Months Ended September 30, 2003 and
Year Ended December 31, 2002
CONTENTS
PAGE
Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 2003...................................... 2
Unaudited Pro Forma Condensed Consolidated
Statement of Income for the year ended December 31, 2002.................... 3
Unaudited Pro Forma Condensed Consolidated
Statement of Income for the nine months ended September 30, 2003............ 4
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements........................................................ 5
1
BIW LIMITED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2003
(1)
HISTORICAL
HISTORICAL EASTERN CT
BIW REGIONAL (2)
LIMITED WATER CO. ADJUSTMENTS PRO FORMA
----------- ----------- ----------- -----------
ASSETS
Net Utility plant $19,723,370 $ 4,375,770 $24,099,140
Other property and equipment $ 575,080 575,080
Current assets 1,624,159 169,304 1,793,463
Other assets 1,208,476 1,208,476
----------- ----------- ----------- -----------
TOTAL ASSETS $22,556,005 $ 4,545,074 $ 575,080 $27,676,159
=========== =========== =========== ===========
SHAREHOLDER'S EQUITY AND LIABILITIES
SHAREHOLDER'S EQUITY:
Common stock $ 2,905,190 $ 4,000 $ (4,000) $ 2,905,190
Paid in capital 3,334,522 (3,334,522)
Retained earnings 9,794,836 536,398 (536,398) 9,794,836
----------- ----------- ----------- -----------
TOTAL SHAREHOLDER'S EQUITY 12,700,026 3,874,920 (3,874,920) 12,700,026
----------- ----------- ----------- -----------
Long-term debt 3,948,000 4,450,000 8,398,000
Current liabilities 1,292,826 23,218 1,316,044
Customers' advances for construction 450,609 646,936 1,097,545
Contributions in aid of construction 2,087,462 2,087,462
Regulatory liability - income taxes
refundable 142,059 142,059
Deferred income taxes 1,842,877 1,842,877
Deferred income on disposition of land 92,146 92,146
----------- ----------- ----------- -----------
TOTAL LIABILITIES 9,855,979 670,154 4,450,000 14,976,133
----------- ----------- ----------- -----------
TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES $22,556,005 $ 4,545,074 $ 575,080 $27,676,159
=========== =========== =========== ===========
SEE NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
BIW LIMITED
UNAUDITED PR0 FORMA CONDENSED CONSOLIDATED
STATEMENT OF INCOME
Year Ended December 31, 2002
(A)
HISTORICAL
HISTORICAL EASTERN CT
BIW REGIONAL (B)
LIMITED WATER CO. ADJUSTMENTS PRO FORMA
----------- ----------- ----------- -----------
Operating revenues $ 4,836,323 $ 1,071,970 $ 5,908,293
Operating deductions 4,418,136 1,005,209 $ (270,000) 5,153,345
Amortization of deferred income on
dispositions of land, net of income taxes 394,775 394,775
----------- ----------- ----------- -----------
Operating income 812,962 66,761 270,000 1,149,723
Other income, net 164,979 164,979
----------- ----------- ----------- -----------
Income before interest expense 977,941 66,761 270,000 1,314,702
Interest expense 422,155 231,845 654,000
Income from dispositions of land, net of
income taxes 261,317 261,317
----------- ----------- ----------- -----------
NET INCOME $ 817,103 $ 66,761 $ 38,155 $ 922,019
=========== =========== =========== ===========
Earnings per share, basic $ 0.50 $ 333.81 $ 0.56
=========== =========== ===========
Earnings per share, diluted $ 0.49 $ 333.81 $ 0.55
=========== =========== ===========
Weighted average number of shares
outstanding, basic 1,637,076 200 1,637,076
Weighted average number of shares
outstanding, diluted 1,669,048 200 1,669,048
SEE NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
BIW LIMITED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF INCOME
For the Nine Months Ended September 30, 2003
(A)
HISTORICAL
HISTORICAL EASTERN CT
BIW REGIONAL (B)
LIMITED WATER CO. ADJUSTMENTS PRO FORMA
----------- ----------- ----------- -----------
Operating revenues $ 4,247,384 $ 648,281 $ 4,895,665
Operating deductions 3,564,677 719,569 $ (260,100) 4,024,146
Amortization of deferred income on
dispositions of land, net of income taxes 134,379 134,379
----------- ----------- ----------- -----------
Operating income (loss) 817,086 (71,288) 260,100 1,005,898
Other income, net 74,062 73,840 147,902
----------- ----------- ----------- -----------
Income before interest expense 891,148 2,552 260,100 1,153,800
Interest expense 343,693 173,884 517,577
----------- ----------- ----------- -----------
NET INCOME $ 547,455 $ 2,552 $ 86,216 $ 636,223
=========== =========== =========== ===========
Earnings per share, basic $ 0.33 $ 12.76 $ 0.39
=========== =========== ===========
Earnings per share, diluted $ 0.32 $ 12.76 $ 0.38
=========== =========== ===========
Weighted average number of shares
outstanding, basic 1,637,076 200 1,637,076
Weighted average number of shares
outstanding, basic 1,668,482 200 1,668,482
SEE NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
BIW LIMITED
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AT SEPTEMBER 30, 2003 AND FOR THE YEAR ENDED
DECEMBER 31, 2002 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2003
BALANCE SHEET
- -------------
(1) To record the balance sheet of the acquired business as of September 30,
2003 at net book value, which approximates fair value.
(2) To record purchase of additional assets associated with non-regulated
contract operations at fair value, based on current appraisals. To record
financing obtained to fund acquisition.
STATEMENT OF INCOME
- -------------------
(A) To record revenue and expenses of the acquired business for the year ended
December 31, 2002 and the nine months ended September 30, 2003.
(B) To eliminate management fees paid to parent and reduce monthly fees paid to
a company related through common ownership for maintenance services to
estimated actual costs based on historical results. To record interest
expense on outstanding debt obtained to fund acquisition.
5
(c) Exhibits
23 Consent of Independent Accountants
99.1 Copy of Registrant's press release dated October 31, 2003 (previously
filed)
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
Date: January 14, 2004 By: /s/ John S. Tomac
-----------------------------------
John S. Tomac
President