SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 13, 2004
Date of earliest event reported: May 7, 2004
MAINE & MARITIMES CORPORATION
(Exact name of registrant as specified in its charter)
Maine
(State or other jurisdiction of
incorporation or organization)
333-103749
(Commission File No.)
30-0155348
(I.R.S. Employer Identification No.)
209 State Street, Presque Isle, Maine 04769
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 207-760-2499
Maine & Maritimes Corporation
Item 12. Results of Operations and Financial Condition
Maine & Maritimes Corporation
Announces First Quarter 2004 Results
PRESQUE ISLE, Maine--(BUSINESS WIRE)--May 10, 2004--(AMEX:MAM): Maine &
Maritimes Corporation (the "Corporation") today announced its financial and
operating results for the three month period ended March 31, 2004. Income from
continuing operations was $1,907,823 ($1.21 per share) for the first quarter of
2004 compared to $1,937,900 ($1.23 per share) for the first quarter of 2003. The
loss from discontinued operations attributable to Energy Atlantic, LLC ("Energy
Atlantic") was $358,097 ($0.23 per share) for the first quarter of 2004 as
compared to its income of $2,344 for the same period in 2003. Therefore,
consolidated net income was $0.98 per share for the first quarter ended March
31, 2004, compared to $1.23 per share for the first quarter of 2003.
J. Nick Bayne, President and Chief Executive Officer of Maine & Maritimes
Corporation, stated, "We remain confident in our overall growth strategy and
long-term outlook. The discontinuation and suspension of Energy Atlantic's
operations is the last element of our strategy to transform former operations
that are no longer consistent with our strategic objective to increase
shareholder value with a favorable risk-to-reward relationship. After
considerable evaluation of Energy Atlantic's market, regional liquidity, and
inherent risks, we decided late in the first quarter to suspend Energy
Atlantic's operations." Energy Atlantic is the Corporation's unregulated retail
energy marketing subsidiary. "As a result of our decision, we have significantly
reduced Energy Atlantic's operations, but will continue to maintain key
operating licenses to allow for a possible re-entry into the market, maintaining
a low-cost re-entry option should the retail electricity supply market
significantly change and such a re-entry is consistent with our strategic
business objectives."
According to Bayne, "Our consolidated results for the first quarter of 2004 were
in line with management's expectations due to expenses associated with the
suspension of operations at Energy Atlantic, as well as expenses associated with
Sarbanes-Oxley compliance and the implementation of the Corporation's growth
strategy. On a year-to-date basis, our electric delivery subsidiary, Maine
Public Service Company, increased its first quarter 2004 revenues by $629,209
over the same period in 2003, or $0.24 per share, as a result of increases in
retail distribution and wholesale transmission rates."
"We are extremely pleased with the trajectory and progress being made by our new
subsidiary, Maine and Maritimes Energy Services, Inc. dba "The Maricor Group"
and its Canadian subsidiary, Maricor Ltd. Maricor Ltd's newly acquired Canadian
engineering firm positively impacted earnings by $0.03 per share for the first
quarter of 2004, exceeding expectations and helping offset costs associated with
the development of asset lifecycle management operations," stated Bayne. "The
Maricor Group is implementing its overall growth strategy in a very deliberate
manner, consistent with the strategy communicated to the market." Other factors
that positively impacted earnings during the first quarter of 2004, compared to
the same period in 2003, included a reduction in depreciation and stranded cost
amortization expenses, as well as the absence in 2004 of holding company
formation costs that were expensed during the first quarter of 2003. Legal,
regulatory and consulting expenses, net interest expenses and an increase in
employee benefit expenses had a negative impact on earnings for the quarter.
"We believe we are entering an environment of increasing interest rates, which
will impact businesses, especially electric utilities that have debt or other
financial instruments tied to variable interest rates. Our decision in 2003 to
fix Maine Public Service Company's entire portfolio of long-term interest rates
through the use of interest rate swaps should serve to benefit our overall
operations in coming quarters and over the next several years. Our commitment to
executing a long-term strategy to increase shareholder value remains on-track
and is being implemented consistent with our strategic plan and objectives,"
according to Bayne.
Maine & Maritimes Corporation announced unaudited financial results for the
three months ended March 31, 2004, reporting a 9.4% increase in consolidated
operating revenues from continuing operations of $10.5 million, compared with
$9.6 million for the same period in 2003. Consolidated earnings were $1.55
million compared with $1.94 million for the same period last year, and earnings
per share were $0.98 compared with $1.23 a year ago. Amounts for the first
quarter of 2003 were reported for Maine Public Service Company. As noted
previously, the difference in consolidated earnings between the first quarter of
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2004 and 2003 was primarily a result of severance payments and the expensing of
software license payments resulting from the suspension of operations at Energy
Atlantic. Effective March 1, 2004, Energy Atlantic became an inactive
subsidiary, and will remain inactive until market conditions, the availability
of supply, the mandate for stringent credit requirements and the risk
environment improve. Management plans to continue to monitor both U.S. and
Canadian deregulated markets to determine the appropriate timing for possible
re-entry into the deregulated retail market.
Maine & Maritimes Corporation and Subsidiaries Earnings Report for the three
months ended March 31, 2004, is as follows:
Three Months Ended March 31,
(Unaudited)
2004 2003
- ----------------------------------------------------------------------------------------
Maine Public Service Co. Operating Revenues $ 10,208,811 $ 9,579,602
Unregulated Operating Revenues 289,707 -
----------- -------------
Total Operating Revenues $ 10,498,518 $ 9,579,602
============ =============
Income from Continuing Operations
Available for Common Shareholders $ 1,907,823 $ 1,937,900
(Loss) Income from Discontinued Operations (358,097) 2,344
------------- -------------
Total Consolidated Net Income $ 1,549,726 $ 1,940,244
============= =============
Basic & Diluted Earnings per Common Share
From Continuing Operations $ 1.21 $ 1.23
Basic & Diluted Earnings per Common Share
From Discontinued Operations (0.23) -
-------------- -------------
Total Earnings per Common Share $ 0.98 $ 1.23
============== =============
Average Shares Outstanding 1,580,701 1,574,322
Maine & Maritimes Corporation is the parent company of Maine Public Service
Company, a regulated electric transmission and distribution utility and MPS's
wholly owned, inactive Canadian subsidiary the Maine and New Brunswick
Electrical Power Company, Limited. Maine & Maritimes Corporation is also the
parent company of Maine & Maritimes Energy Services Company, dba "The Maricor
Group," and its Canadian subsidiary, Maricor Ltd., both engineering, asset
development and lifecycle services companies; and Energy Atlantic, the inactive
energy marketing subsidiary discussed above. MAM, MPS, and The Maricor Group
have principal corporate offices in Presque Isle, Maine. MAM's corporate website
is www.maineandmaritimes.com.
.................................................................................
Cautionary Statement Regarding Forward-Looking Information
NOTE: This presentation contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Although Maine & Maritimes Corporation ("MAM")
believes that in making such statements, its expectations are based on
reasonable assumptions, any such statement involves uncertainties and risks. MAM
cautions that there are certain factors that can cause actual results to differ
materially from the forward-looking information that has been provided. The
reader is cautioned not to put undue reliance on this forward-looking
information, which is not a guarantee of future performance and is subject to a
number of uncertainties and other factors, many of which are outside the control
of MAM; accordingly, there can be no assurance that such indicated results or
events will be realized.
The information herein is qualified in its entirety by reference to factors
contained in the Forward-Looking Statement of the Management's Discussion and
Analysis of Financial Condition and Results of Operation in Maine & Maritimes
Corporation's Form 10-K for the year ended December 31, 2003, and subsequent
securities filings, as well as, but not necessarily limited to the following
factors: the impact of recent and future federal and state regulatory changes in
environmental and other laws and regulations to which MAM and its subsidiaries
are subject, as well as changes in application of existing laws and regulations;
current and future litigation; interest rates; general economic conditions; the
performance of projects undertaken by unregulated businesses; the success of
efforts to invest in and develop new opportunities; internal restructuring or
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Maine & Maritimes Corporation
other restructuring options that may be pursued by MAM or its subsidiaries,
including acquisitions or dispositions of assets or businesses, which cannot be
assured to be completed or beneficial to MAM or its subsidiaries; financial
market conditions; the effects of terrorist incidents; weather; the timing and
acceptance of new product and service offerings; general industry trends;
changes in business strategy and development plans; capital market conditions
and the ability to raise capital; competition; and rating agency actions, among
others.
# # #
SIGNATURE
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, hereunto duly authorized.
MAINE & MARITIMES CORPORATION
Date: May 13, 2004
By: /S/ J. Nicholas Bayne
President & CEO
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ERRATA SHEET
Changes to the original text are in brackets as follows:
1. Original text, Page 1, Paragraph 1: "Maine & Maritimes Corporation
["(the "Corporation")] today announced its financial and operating
results for the three month period ended March 31, 2004. Income from
continuing operations was $1,907,823 ($1.21 per share) for the first
quarter of 2004 compared to $1,937,900 ($1.23 per share) for the first
quarter of 2003. The loss from discontinued operations [attributable
to] Energy Atlantic, [LLC ("Energy Atlantic")] was $358,097 ($0.23 per
share) for the first quarter of 2004 as compared to its income of
$2,344 for the same period in 2003."
Amended text: "Maine & Maritimes Corporation (the "Corporation") today
announced its financial and operating results for the three month
period ended March 31, 2004. Income from continuing operations was
$1,907,823 ($1.21 per share) for the first quarter of 2004 compared to
$1,937,900 ($1.23 per share) for the first quarter of 2003. The loss
from discontinued operations attributable to Energy Atlantic, LLC
("Energy Atlantic") was $358,097 ($0.23 per share) for the first
quarter of 2004 as compared to its income of $2,344 for the same period
in 2003."
2. Original text, Page 1, Paragraph 2: The [discontinuation and]
suspension of Energy Atlantic's operations is the last element of our
strategy [to transform] former operations that are no longer consistent
with our strategic objective to increase shareholder value with a
favorable risk-to-reward relationship. After considerable evaluation of
Energy Atlantic's market, regional liquidity, and inherent risks, we
decided [during] late in the first quarter to suspend Energy Atlantic's
operations."
Amended text: "The discontinuation and suspension of Energy Atlantic's
operations is the last element of our strategy to transform former
operations that are no longer consistent with our strategic objective
to increase shareholder value with a favorable risk-to-reward
relationship. After considerable evaluation of Energy Atlantic's
market, regional liquidity, and inherent risks, we decided late in the
first quarter to suspend Energy Atlantic's operations.""
3. Original text, Page 1, Paragraph 4: "We are extremely pleased with the
trajectory and progress being made by our new subsidiary, [Maine and
Maritimes Energy Services, Inc. dba] "The Maricor Group" and its
Canadian subsidiary, Maricor Ltd."
Amended text: "We are extremely pleased with the trajectory and
progress being made by our new subsidiary, Maine and Maritimes Energy
Services, Inc. dba "The Maricor Group" and its Canadian subsidiary,
Maricor Ltd."
4. Original text, Page 1, Paragraph 4: Other factors that positively
impacted earnings during the first quarter of 2004, compared to the
same period in 2003, included a reduction in depreciation and stranded
cost amortization expenses, as well as the [elimination] of holding
company formation costs that were expensed during the first quarter of
2003.
Amended text: Other factors that positively impacted earnings during
the first quarter of 2004, compared to the same period in 2003,
included a reduction in depreciation and stranded cost amortization
expenses, as well as the absence in 2004 of holding company formation
costs that were expensed during the first quarter of 2003.
5. Original text, Page 2, Paragraph 3: "Maine & Maritimes Corporation is
the parent company of Maine Public Service Company, a regulated
electric transmission and distribution utility [and MPS' wholly owned,
inactive Canadian subsidiary the Maine and New Brunswick Electrical
Power Company, Limited. Maine & Maritimes Corporation is also the
parent company of] Maine & Maritimes Energy Services Company, dba "The
Maricor Group," and its Canadian subsidiary, Maricor Ltd., both
engineering, asset development and lifecycle services companies[; and
Energy Atlantic, the inactive energy marketing subsidiary discussed
above.] MAM, MPS, and The Maricor Group have principal corporate
offices in Presque Isle, Maine. MAM's corporate website is
www.maineandmaritimes.com."
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Amended text: "Maine & Maritimes Corporation is the parent company of
Maine Public Service Company, a regulated electric transmission and
distribution utility and MPS' wholly owned, inactive Canadian
subsidiary the Maine and New Brunswick Electrical Power Company,
Limited. Maine & Maritimes Corporation is also the parent company of
Maine & Maritimes Energy Services Company, dba "The Maricor Group," and
its Canadian subsidiary, Maricor Ltd., both engineering, asset
development and lifecycle services companies; and Energy Atlantic, the
inactive energy marketing subsidiary discussed above. MAM, MPS, and The
Maricor Group have principal corporate offices in Presque Isle, Maine.
MAM's corporate website is www.maineandmaritimes.com."
The remaining text of the filing remains as previously filed.
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