qroctober04.qxd 12/1/2004 11:50 AM Page 1 rld Wo -cla ss i i ice serv tive a v nno ur g no nity mu com g n wi ! ro 2004/2005 Second Quarter Report October 31, 2004 Caribbean Utilities Company, Ltd. 457 North Sound Road, P.O. Box 38 GT, Grand Cayman, Cayman Islands Tel: (345) 949-5200 p Fax: (345) 949-4621 E-mail: [email protected] p Website: www.cuc-cayman.com qroctober04.qxd 12/1/2004 11:50 AM Page 2 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT To Our Shareholders Power, FortisOntario, Maritime Electric Company, FortisAlberta, FortisBC and Belize Electric Company. We have also received assistance from MasTec, Inc. of North Carolina, the Barbados Light and Power Company, Bermuda Electric Light Company and Provo Power Company of the Turks and Caicos. The Barbados, Bermuda and Turks and Caicos contingents were deployed by the Caribbean Electric Utility Services Corporation under CARILEC’s Hurricane Action Plan, Dear Shareholder: CUC completed today, November 30, the restoration of service to all areas across the Island, well within the 90-day period that was initially projected following the passing of Hurricane Ivan on September 12. Of CUC’s total pre-Ivan customer base of 21,600, an estimated 20% of electricity consumers cannot be reconnected at this time as major repairs or rebuilding of their premises is necessary. Sufficient generating capacity of 83 megaWatts (MW) is available to meet anticipated third quarter demand of 50 MW. Our successful restoration programme would not have been possible without the commitment of our employees and the assistance of our strategic partners. CUC’s largest shareholder, Fortis Inc., an electrical utility holding company based in St. John’s, Newfoundland, Canada, reacted quickly to our call for help following the passage of Hurricane Ivan on September 12. Three rotations of Fortis personnel have occurred since September 18 to assist with the rebuilding effort. In total, 130 Fortis employees have contributed to the restoration, representing six of Fortis’ operating companies: Newfoundland Caribbean Utilities Company, Ltd. Financial Highlights The restoration efforts following the passing of Hurricane Ivan have remained on schedule because of the presence of crews from Fortis Inc. of Canada, MasTec, Inc. of the United States and Caribbean crews under CARILEC’s Hurricane Action Plan, which include Bermuda, Barbados and the Turks & Caicos Islands. Six months ended October 31 2004 2003 Change Change % Operating Revenues 51,218,357 56,652,791 (5,434,434) -9.6% Cash Flow from Operations * 11,031,521 18,654,844 (7,623,323) -40.9% Earnings Applicable to Common Shares (6,557,976) 11,433,029 (17,991,005) -157.4% Basic Earnings per Common Share (0.26) 0.46 (0.72) -156.5% Diluted Earnings per Common Share (0.26) 0.46 (0.72) -156.5% * Before working capital adjustments 1. C ARIBBEAN UTILITIES COMPANY, LTD. C ARIBBEAN UTILITIES COMPANY, LTD. 2. qroctober04.qxd 12/1/2004 11:50 AM Page 3 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT To Our Shareholders which provides assistance to member utilities following the aftermath of a hurricane strike. We are very grateful to the crews from Fortis, MasTec, Barbados Light and Power, Bermuda Electric and Provo Power for their generous support and dedication to restoring customer service. CUC began an extensive hurricane risk assessment process following the passing of Hurricane Gilbert in 1988. This led the Company to strengthen its infrastructure over the years to enable it to recover quickly from an event as devastating as a category-five hurricane such as Hurricane Ivan. We established hurricane-grade construction standards in the early 1990s that continue to be met for any new capital investment, whether it be for generation, transmission and distribution (T&D) or otherwise. These standards proved to be critical during Hurricane Ivan, and the decisions made over the past 16 years have paid off in the wake of the storm. The Company has US$100 million insurance in place that includes property coverage for its North Sound Road plant, remote substations and all T&D equipment within 1,000 feet of the main plant and substations; and includes US$55 million in business interruption insurance per annum with a 24-month indemnity period. Terms and coverages also include a maximum US$4 million deductible on property insurance and a 45-day deductible on business interruption insurance. T&D insurance outside of 1,000 feet from the boundaries of the main plant and substations is excluded, as the Company was unable to obtain T&D coverage at economic rates. Estimates for CUC’s damage claims caused by Hurricane Ivan are US$27 million for property and US$42 million in business For example, our two-story Hurricane Centre at our North Sound Plant was built to withstand 200-mph winds, and it sheltered many of our employees during the most recent storm and served as a command center following the hurricane. Our new integrated control room and indoor North Sound, South Sound and Frank Sound gas-insulated substations, the backbone of our electrical T&D infrastructure, were constructed to withstand a category-five hurricane and were largely unaffected by Ivan. Our 36 MW engine room commissioned in 2000 was operational within days of the storm’s passage due to the superior building and civil engineering design recommended by our strategic alliance partner MAN B&W in 1998. In addition, our recently commissioned North Sound submarine cable enabled us to reconnect customers in West Bay within four weeks, or two months earlier than if we had not installed the cable. Furthermore, we only lost six out of 226 concrete transmission poles throughout the Island, a further testament to their quality design and construction. These examples illustrate in hindsight that we made the right decisions in the building of our plant and T&D facilities, and to have done otherwise would have been catastrophic for Grand Cayman. To quote a well-known adage, you truly get what you pay for, and anyone who may have claimed that we overbuilt our system has now been proven wrong. While Ivan has affected 25% of our T&D system, we must continue to design and build our electrical and generation infrastructure to withstand such storms as Hurricane Ivan. To do otherwise would jeopardise our ability to provide a world-class, reliable service to our customers. 3. C ARIBBEAN UTILITIES COMPANY, LTD. In recent years, CUC has strengthened its infrastructure to enable it to recover quickly from an event as devastating as Hurricane Ivan. Although the Company suffered damage to 25% of its T&D system, only six out of 226 concrete transmission poles were lost as a result of the storm. The poles were designed by management consulting and engineering firm R.W. Beck, Inc. of the United States and constructed by MasTec, Inc. also of the United States. C ARIBBEAN UTILITIES COMPANY, LTD. 4. qroctober04.qxd 12/1/2004 11:50 AM Page 4 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT To Our Shareholders The non-binding Heads of Agreement signed by CUC and the Cayman Islands Government in June 2004 has expired following the passing of Hurricane Ivan. The Company will meet with Government at the appropriate time to assess the status of the Licence renewal negotiations, but it is important to note that the circumstances and the context under which the negotiations took place prior to the hurricane have been substantially altered by the storm and its aftermath. Future public updates on this particular matter will be given as and when appropriate to do so. We continue to operate under our existing Licence, which expires in 2011. We would like to thank our employees, many of whom suffered personal losses from Hurricane Ivan, for their hard work, dedication and commitment to restoring service to our customers. CUC is grateful for your continued support, and we would also like to extend our best wishes for a happy and prosperous New Year. CUC’s state-of-the-art integrated control system facilitated the safe energisation of distribution feeders across Grand Cayman during the restoration effort. All employees worked tirelessly since the passing of Hurricane Ivan to complete the restoration of service to our customer base of over 21,000. interruption over the 24-month indemnity period. The net book value of T&D assets written off was US$7.5 million. The Company had in place a Hurricane Fund with over US$4 million invested in high-quality securities to cover deductibles and uninsured risks, as well as a US$5.5 million line of credit and a US$10 million bridging loan facility with the Royal Bank of Canada for capital expenditures. Peter A. Thomson President & Chief Executive Officer November 30, 2004 Cash flow this quarter has been severely impacted due to loss of revenues during the 45-day deductible period, interruption to our billing and collections procedures, and outlays for the restoration of T&D services. We are still incurring capital expenditures in connection with the restoration process. In addition, we will be unable to determine our final Hurricane Ivan-related claim until the restoration process is completed. Given these uncertainties, the Board of Directors elected not to declare a dividend at this time. We would like to assure shareholders that the financial integrity of the Company is secure. The terms of our existing Licence permit the Company to recover Hurricane Ivan-related costs through rate adjustments. At the opportune time, the Company will make proposals to Government on how best to implement rate adjustments and recover costs that will result from Hurricane Ivan. 5. C ARIBBEAN UTILITIES COMPANY, LTD. C ARIBBEAN UTILITIES COMPANY, LTD. 6. qroctober04.qxd 12/1/2004 11:50 AM Page 5 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Management’s Discussion & Analysis (expressed in United States Dollars) The following material, which is unaudited, should be read in conjunction with management’s discussion and analysis of financial condition and results of operations, and the financial statements and notes thereto, of Caribbean Utilities Company, Ltd. (CUC or the Company) for the six months ended October 31, 2004. The material that follows contains forward-looking statements. By their very nature, forward-looking statements are subject to certain risks and uncertainties that may cause actual results to vary from plans, targets Caribbean Utilities Company, Ltd. Financial Highlights Three months ended 2004 Operating Revenues Electricity Sales Fuel Factor Power Generation Expenses General and Administration Consumer Service and Promotion Transmission and Distribution Depreciation and Amortisation Maintenance Interest Expense and Preference Dividends Earnings Year-to-Date Earnings per Ordinary Share Dividends paid per Ordinary Share Net Generation (kWh) Peak Load Gross (MW) KiloWatt-hour Sales (kWh) Total Customers 2003 20,675,767 28,265,346 15,670,766 23,342,966 5,005,001 4,922,380 13,033,361 12,551,188 2,333,596 2,164,549 361,581 346,472 7,765,743 502,877 3,427,656 3,247,311 4,891,161 1,473,631 (2,051,213) (2,023,884) (12,202,332) 6,461,153 (0.49) 0.26 0.165 0.160 81,561,743 127,500,993 85.03 79.06 83,492,166 120,462,696 20,404 20,643 Earnings Due to the impact of Hurricane Ivan, earnings applicable to Class A Ordinary Shares for the second quarter were negative US$12.3 million as compared to positive earnings of US$6.3 million for the second quarter last year. On a year-to-date basis, earnings applicable to Class A Ordinary Shares fell to negative US$6.6 million, versus positive earnings of US$11.4 million for the first six months of last year. Earnings for the second half of the current year are projected to move positive as the customer service restoration (expected to reach 75% of pre-Ivan load by year-end) continues, and proceeds from business interruption insurance claims are received. 7. C ARIBBEAN UTILITIES COMPANY, LTD. and estimates. Such risks and uncertainties include, but are not limited to, general economic, market and business conditions, regulatory developments, weather, competition, etc. CUC cautions readers that should certain risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. October 31 Change (7,589,579) (7,672,200) 82,621 482,173 169,047 15,109 7,262,866 180,345 3,417,530 (27,329) (18,663,485) (0.75) 0.005 (45,939,250) 5.97 (39,970,530) (239) Six months ended October 31 2004 51,218,357 39,491,922 11,726,435 27,110,612 5,020,509 697,690 8,373,669 6,886,670 6,388,499 (4,185,765) (5,857,976) (0.26) 0.330 218,695,714 85.03 209,928,078 20,404 2003 56,652,791 45,498,682 11,154,109 26,128,719 4,172,736 655,232 1,075,365 6,549,778 3,358,446 (3,850,850) 12,113,029 0.46 0.320 254,523,873 79.06 237,892,383 20,643 Change (5,434,434) (6,006,760) 572,326 981,893 847,773 42,458 7,298,304 336,892 3,030,053 (334,915) (17,971,005) (0.72) 0.01 (35,828,159) 5.97 (27,964,305) (239) Revenues Basic electricity sales (which prior to Hurricane Ivan were growing year-over-year by more than 6%) declined 32.9% in the second quarter to US$15.7 million from US$23.3 million. For the six months ending October 31, 2004, basic revenue sales declined 13.2%. The decline in revenues in the second quarter is due to the impact of Hurricane Ivan. Power Generation Power generation expenses grew by 3.8% in the second quarter. The primary reason is the write-off of US$2.8 million in deferred fuel costs to earnings. Unrecovered fuel factor-related fuel costs are deferred on a two-month basis and matched against the collection of related fuel factor revenues. Hurricane Ivan resulted C ARIBBEAN UTILITIES COMPANY, LTD. 8. qroctober04.qxd 12/1/2004 11:50 AM Page 6 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Management’s Discussion & Analysis in lower sales and lower fuel factor revenues, which led to a commensurate reduction of the fuel costs deferred on the balance sheet. This trend is expected to reverse as sales and fuel factor revenues increase in the second half of the year. Additionally, any unrecovered fuel costs will be recovered through the adjustment to basic rates at year-end. General and Administration General and administration expenses include a US$144,000 expense relating to the liquidation of the Hurricane Fund. This is the difference between the liquidated value of the Hurricane Fund and the value of the fund carried on the balance sheet at cost. Transmission and Distribution Transmission and distribution (T&D) expenses include a charge of US$7.5 million for the write-off of impaired T&D assets damaged by Hurricane Ivan. The storm affected 25% of the Company’s T&D system. Depreciation Depreciation and amortisation expense increased by 5.6% this quarter over the second quarter of 2004 as a result of increased depreciation from the completion of various capital projects. We expect depreciation and amortisation expense to increase approximately 9% in fiscal 2005 over 2004 and will be unaffected by Hurricane Ivan. Teamwork: Employees from FortisOntario, Newfoundland Power, FortisAlberta and CUC pull their resources together as they work to re-fit a transmission pole outside the Governor’s Residence on West Bay Road. 9. C ARIBBEAN UTILITIES COMPANY, LTD. Significant Changes in Balance Sheet From April 30, 2004 to October 31, 2004 (Unaudited) Balance Sheet Account Increase (Decrease) (millions) Explanation Cash and Due from Banks (16.3) The decrease in cash is primarily due to the Company’s payments for property, plant and equipment in the reconstruction of assets following the passage of Hurricane Ivan and the payment of dividends of $9 million. Accounts Receivable Trade 5.4 The accounts receivable increase is due to postIvan reduction in bill collections. Other Receivable Insurance 24.9 The insurance receivable increase is due to the business interruption and property insurance claims related to Ivan that management considers should be accrued at the reporting date. Property, Plant and Equipment (20.0) The decrease in net property, plant and equipment is comprised of capital expenditures of $20.2 million less (i) depreciation expense of $6.9 million and (ii) the net book value of assets written down and disposed of $33.3 million primarily due to Ivan. Accounts Payable and Accrued Expenses 6.0 This accounts payable and accrued expenses increase is due to higher payables as a result of the reconstruction following Ivan. Retained Earnings (10.7) The decrease in retained earnings is due to a net loss for the period of $5.9 million, first quarter Class A dividends of $4.1 million and Class B preference dividends of $700,000. Long-Term Investments (4.1) The decrease in investments is due to the liquidation of the Hurricane Fund Investment following Ivan to meet cash flow requirements. C ARIBBEAN UTILITIES COMPANY, LTD. 10. qroctober04.qxd 12/1/2004 11:50 AM Page 7 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Management’s Discussion & Analysis Maintenance Maintenance expense increased by 231.9% in the second quarter of fiscal 2005 when compared to last year’s second quarter. This is due to a charge of US$2.4 million for the insurance deductible net of indemnification for pre-1990 assets damaged during Hurricane Ivan. Interest Expense The 1.35% increase in financing expense is due to the increased expenses associated with the expensing of interest that was being capitalised during construction. These projects are now completed and capitalisation of interest to these projects has ceased. Stock Options As outlined in Note 2 to the Financial Statements, the Company has adopted a policy of recording compensation expense upon the issuance of employee stock options under its Executive Stock Option Plan. Under the fair value method, compensation expense amortised for the quarter ended October 31, 2004 is US$15,644. Hurricane Ivan The following summary outlines the costs and losses associated with Hurricane Ivan as reflected in these unaudited financial statements. Also summarised are amounts recorded as receivables under insurance claims. Negotiations with insurance adjusters and underwriters with respect to certain claims are ongoing. However, management only recognises insurance receivables when claims are agreed or negotiations are sufficiently advanced for them to be reasonably assured as to the recovery of the associated claims. Costs Associated with Hurricane Ivan Loss or Cost Insurance Recoveries Net US$ millions US$ millions US$ millions Inventories 1.0 1.0 0 T&D Property, Plant and Equipment 7.5 0 7.5 Other Property, Plant and Equipment 25.7 23.3 2.4 Revenue Losses associated with Hurricane Ivan Business Interruption 5.6 0.6 5.0* * The $5 million net loss relates to the lost revenue during the deductible period which ended October 25, 2004. Teamwork: Members of CUC line crews have forged stronger bonds with their fellow employees as the long, arduous hours spent in the field restoring service to customers has strengthened their reliance on each other. 11. C ARIBBEAN UTILITIES COMPANY, LTD. Business Interruption Insurance The Company has made a claim for business interruption loss. Typically, the ultimate recovery under a business interruption policy is highly judgmental and subject to substantial negotiations between the insured and the insurance company. Given the subjectivity of the ultimate settlement C ARIBBEAN UTILITIES COMPANY, LTD. 12. qroctober04.qxd 12/1/2004 11:50 AM Page 8 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Management’s Discussion & Analysis Gross Generation by Day in 2004 compared with 2003 and the lengthy claim coverage period, many contingencies may exist in the ultimate settlement. 2004 1,400,000 1,200,000 1,000,000 0,800,000 0,600,000 0,400,000 0,200,000 24/11/04 17/11/04 10/11/04 03/11/04 27/10/04 20/10/04 13/10/04 06/10/04 29/09/04 22/09/04 Date Capital Structure The Company’s balance sheet remains very strong. We do not plan to undertake any additional borrowings or Ordinary Share offerings during the 2005 fiscal year. 15/09/04 0,000,000 08/09/04 kWh Licence The non-binding Heads of Agreement signed by CUC and the Cayman Islands Government in June 2004 has expired following the passing of Hurricane Ivan. The Company will meet with Government at the appropriate time to assess the status of the Licence renewal negotiations, but it is important to note that the circumstances and the context under which the negotiations took place prior to the hurricane have been substantially altered by the storm and its aftermath. Future public updates on this particular matter will be given as and when appropriate to do so. We continue to operate under our existing Licence, which expires in 2011. 2003 1,600,000 The above table represents a comparison of the daily gross generation between September 8 and November 24, 2003 with the same period in 2004. Hurricane Ivan moved over Grand Cayman on September 11 and September 12, 2004. Capital Structure Six months ended October 31 Total debt Shareholders’ Equity 2004 % 133,963,939 53.4% 116,733,605 46.6% 2003 % Total debt 138,864,952 52.5% Shareholders’ Equity 125,839,560 47.5% Capital Expenditures 27,731,945 30,000,000 25,000,000 20,193,245 20,041,232 20,000,000 15,000,000 10,000,000 9,949,666 US$ 05,000,000 Six months ended Oct. 2003 13. C ARIBBEAN UTILITIES COMPANY, LTD. Six months ended Oct. 2004 Year ended April 2003 Year ended April 2004 C ARIBBEAN UTILITIES COMPANY, LTD. 14. qroctober04.qxd 12/1/2004 11:50 AM Page 9 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Balance Sheet (Unaudited) (expressed in United States Dollars) Assets Current Assets Cash and due from banks Accounts receivable - trade Other receivable - insurance Inventories Prepayments Long-term investments Property, plant and equipment Other assets (Note 10) (Note 7) Total Assets Liabilities and Shareholders’ Equity Current Liabilities Current portion of long-term debt Accounts payable and accrued expenses Consumers’ deposits and advances for construction Dividends declared (Note 8) Long-term debt Shareholders’ Equity Share capital Share premium Redetermination surplus Contributed surplus Retained earnings Total Liabilities and Shareholders’ Equity 15. C ARIBBEAN UTILITIES COMPANY, LTD. (Note 2) As of Oct. 31, 2004 US$ As of Oct. 31, 2003 US$ As of April 30, 2004 US$ 1,691,640 13,264,971 24,916,667 1,835,210 1,166,748 20,156,561 8,473,146 2,747,404 1,302,557 18,004,208 7,878,761 2,818,277 651,449 42,875,236 32,679,668 29,352,695 226,982,274 3,842,326 4,029,897 242,707,024 5,726,505 4,077,640 246,909,500 5,761,016 273,699,836 285,143,094 286,100,851 4,682,446 20,159,862 2,842,433 - 4,903,724 13,292,356 3,089,377 4,056,849 4,873,967 14,124,150 2,956,004 4,182,655 27,684,741 25,342,306 26,136,776 129,281,490 133,961,228 133,520,997 156,966,231 159,303,534 159,657,773 1,734,898 38,257,824 67,787 76,673,096 1,724,534 44,640,664 93,243 79,381,119 1,730,058 37,328,408 36,500 87,348,112 116,733,605 125,839,560 126,443,078 273,699,836 285,143,094 286,100,851 C ARIBBEAN UTILITIES COMPANY, LTD. 16. qroctober04.qxd 12/1/2004 11:50 AM Page 10 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Statement of Earnings (Unaudited) (expressed in United States Dollars) Three months ended October 31 Operating Revenues Electricity sales Fuel factor Operating Expenses Power generation General and administration Consumer service and promotion Transmission and distribution Depreciation and amortisation Maintenance Six months ended October 31 2004 US$ 2003 US$ 2004 US$ 2003 US$ 15,670,766 5,005,001 23,342,966 4,922,380 39,491,922 11,726,435 45,498,682 11,154,109 20,675,767 28,265,346 51,218,357 56,652,791 13,033,361 2,333,596 361,581 7,765,743 3,427,656 4,891,161 12,551,188 2,164,549 346,472 502,877 3,247,311 1,473,631 27,110,612 5,020,509 697,690 8,373,669 6,886,670 6,388,499 26,128,719 4,172,736 655,232 1,075,365 6,549,778 3,358,446 31,813,098 20,286,028 54,477,649 41,940,276 Operating Income (11,137,331) 7,979,318 (3,259,292) 14,712,515 Other Income/(Expenses) Interest expense and preference dividends Foreign exchange gain Other income (2,051,213) 157,506 828,706 (2,023,884) 172,617 333,102 (4,185,765) 432,706 1,154,375 (3,850,850) 642,017 609,347 (1,065,001) (1,518,165) (2,598,684) (2,599,486) (12,202,332) (112,500) 6,461,153 (112,500) (5,857,976) (700,000) 12,113,029 (680,000) Earnings on Class A Ordinary Shares (12,314,832) 6,348,653 (6,557,976) 11,433,029 Weighted average number of Class A Ordinary Shares issued and fully paid Earnings per Class A Ordinary Share Fully diluted earnings per Class A Ordinary Share Dividends declared per Class A Ordinary Share 24,920,565 (0.49) (0.49) 0.000 24,735,125 0.26 0.26 0.165 24,922,877 (0.26) (0.26) 0.165 24,732,065 0.46 0.46 0.325 89,002,705 (12,202,332) (127,277) - 72,828,312 6,461,153 91,654 87,348,112 (5,857,976) (4,817,040) - 67,084,782 12,113,029 183,308 76,673,096 79,381,119 76,673,096 79,381,119 (Note 10) (Net Loss)/Earnings for the Period Preference dividends paid - Class B Statement of Retained Earnings (Unaudited) (expressed in United States Dollars) Balance at Beginning of Period (Net Loss)/Earnings for the Period Dividends Transfer from Redetermination Surplus Balance at End of Period 17. C ARIBBEAN UTILITIES COMPANY, LTD. C ARIBBEAN UTILITIES COMPANY, LTD. 18. 19. C ARIBBEAN UTILITIES COMPANY, LTD. - Stock-based compensation - Stock-based compensation 24,946,285 - (Net Loss)/Earnings for the period Balance at October 31, 2004 - 37,318 1,484,898 - - - 2,221 1,482,677 - - - 2,619 250,000 - - - - 250,000 - - - - 250,000 250,000 - - - - 250,000 - - - - 250,000 Amount $ (127,277) - 89,002,705 - 6,344,357 (4,689,764) - 87,348,112 38,257,824 - 76,673,096 - 67,787 15,644 - - - 52,143 15,643 - - - 36,500 Retained Contributed Earnings Surplus $ $ - (12,202,332) - 416,746 37,841,078 - - - 512,670 37,328,408 Share Premium $ 116,733,605 15,644 (12,202,332) (127,277) 418,967 128,628,603 15,643 6,344,357 (4,689,764) 515,289 126,443,078 Total Shareholders’ Equity 2004/2005 SECOND QUARTER REPORT Dividends Issue of Ordinary Shares (net) 24,908,967 - Earnings for the period Balance at July 31, 2004 - 43,992 1,480,058 Number of Shares 11:50 AM Dividends 24,864,975 Issue of Ordinary Shares (net) Amount $ 12/1/2004 Balance at April 30, 2004 Number of Shares 9% Cumulative Participating Class B Preference Shares Share Capital Class A Ordinary Shares (expressed in United States Dollars) Statement of Changes in Shareholders’ Equity (Unaudited) qroctober04.qxd Page 11 2004/2005 SECOND QUARTER REPORT C ARIBBEAN UTILITIES COMPANY, LTD. 20. qroctober04.qxd 12/1/2004 11:50 AM Page 12 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Cash Flow Statement (Unaudited) (expressed in United States Dollars) Three months ended October 31 2004 US$ Operating Activities (Net loss)/ earnings Depreciation and amortisation Stock-based compensation Loss/(Profit) on disposal of fixed assets Net increase in non-cash working capital balances related to operations Financing Activities Proceeds from the issue of debt Proceeds of share issues Repayment of debt Redemption of preference shares Dividends paid Investing Activities Sale/(purchase) of investments Proceeds of sale of fixed assets Purchase of property, plant and equipment Interest capitalised during construction (Decrease)/Increase in Net Cash Net Cash Beginning of Period Net Cash End of Period 21. C ARIBBEAN UTILITIES COMPANY, LTD. 2003 US$ Six months ended October 31 2004 US$ 2003 US$ (12,202,332) 6,461,153 (5,857,976) 12,113,029 3,427,656 15,644 9,991,056 3,247,311 (1,368) 6,886,670 31,287 9,971,540 6,549,778 (7,963) 1,232,024 9,707,096 11,031,521 4,935,354 1,053,295 1,234,658 6,167,378 10,760,391 12,266,179 11,377,698 418,968 (198,292) (4,221,482) 732,799 (118,884) (4,065,189) 934,256 (4,431,028) (8,999,696) 20,000,000 2,032,163 (1,838,812) (6,007,500) (8,565,565) (4,000,806) (3,451,274) (12,496,468) 5,620,286 4,097,152 13,810 (16,573,648) (152,041) (28,203) 1,368 (5,290,127) (300,306) 4,077,640 33,326 (19,940,291) (252,954) (29,490) 7,963 (9,183,651) (766,015) (12,614,727) (5,617,268) (16,082,279) (9,971,193) 18,654,844 (7,277,146) (10,448,155) 12,139,795 1,691,849 18,464,712 (16,312,568) 18,004,208 7,026,791 13,129,770 1,691,640 20,156,561 1,691,640 20,156,561 C ARIBBEAN UTILITIES COMPANY, LTD. 22. qroctober04.qxd 12/1/2004 11:50 AM Page 13 2004/2005 SECOND QUARTER REPORT 2004/2005 SECOND QUARTER REPORT Notes to Financial Statements (Unaudited) (expressed in United States Dollars) 1. Financial Statement Presentation These unaudited financial statements include all of the adjustments that, in management’s opinion, are necessary for a fair presentation. These interim financial statements have been prepared using the same accounting policies as those used in preparing the most recent annual financial statements. These interim financial statements do not include all of the disclosures normally found in the annual financial statements and should be read in conjunction with the Company’s financial statements for the year ended April 30, 2004. 2. The Company accounts for its executive stock option grants using the fair value method where any compensation expense is amortised over the vesting period of the options. The Company also maintains defined benefit and defined contribution pension plans for its employees. The pension costs of the defined benefit plan are actuarialy determined using the projected benefits method prorated on service and best estimate assumptions. Past service costs from plan initiation are amortised on a straight-line basis over the remaining service period of the employee active at the date of initiation. Actuarial gains or losses are recognised in income in the year in which they occur. The cost of the defined contribution pension plan is expensed as incurred. Hurricane Ivan, a catastrophic category five hurricane, hit Grand Cayman on September 12, 2004. Under Canadian GAAP, the Company is required to recognise the cost associated with the storm in the period in which the event took place. The amount represents a fair estimate of the cost at this time. Amounts associated with the insurance claims are recognised as receivable when recovery becomes reasonably assured. The final amount is to be determined before the end of the fiscal year (Note 10). Balance beginning of period Customer Share Purchase and Dividend Reinvestment Plans Employee Share Purchase Plan Executive Stock Option Plan C ARIBBEAN UTILITIES COMPANY, LTD. Number of Shares Amount US$ 24,908,967 1,482,677 23,718 13,600 1,411 810 24,946,285 1,484,898 Year-to-Date October 31, 2004 Balance beginning of period Customer Share Purchase and Dividend Reinvestment Plans Employee Share Purchase Plan Executive Stock Option Plan 4. Number of Shares Amount US$ 24,864,975 1,480,058 61,910 19,400 3,685 1,155 24,946,285 1,484,898 Share Options The shareholders of the Company approved an Executive Stock Option Plan on October 24, 1991, under which certain employees, officers and Directors may be granted options to purchase Class A Ordinary Shares of the Company. The exercise price per share in respect of options is equal to the fair market value of the Class A Ordinary Shares on the date of grant. Each option is for a term not exceeding 10 years and will become exercisable on a cumulative basis at the end of each year following the date of grant. The maximum number of Class A Ordinary Shares under option shall be fixed and approved by the shareholders of the Company from time to time and is currently set at 1,051,677. Options are forfeited if they are not exercised prior to their respective expiry date or upon termination of employment prior to the completion of the vesting period. Capital Stock Authorised: a) 60,000,000 (2003: 60,000,000) Class A Ordinary Shares of CI$0.05 each b) 250,000 (2003: 250,000) 9% Cumulative, Participating Class B Preference Shares of $1.00 each (non-voting) c) 1 Cumulative, Participating, Class D Preference Share of CI$0.56 (non-voting) 23. Quarter ended October 31, 2004 Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. Common Shares were issued during the period for cash as follows: Quarter Ended Oct. 31, 2004 Year-to-Date Oct. 31, 2004 Outstanding at beginning of period Granted Exercised Forfeited 950,821 (13,600) - 961,021 (19,400) (4,400) Outstanding at end of period 937,221 937,221 C ARIBBEAN UTILITIES COMPANY, LTD. 24. qroctober04.qxd 12/1/2004 11:50 AM Page 14 2004/2005 SECOND QUARTER REPORT Notes to Financial Statements (Unaudited) (expressed in United States Dollars) The position with respect to outstanding unexercised options as at October 31, 2004 was as follows: Date of Number of Class Exercise Term of Grant A Ordinary Shares Price Option under Option $ June 8, 2000 266,921 10.05 5 years July 18, 2001 451,200 11.46 10 years September 22, 2003 219,100 13.78 10 years 5. Foreign Exchange The closing rate of exchange on October 31, 2004 as reported by the Bank of Canada for the conversion of U.S. dollars into Canadian dollars was Cdn.$1.2180 per US$1.00. The official exchange rate for the conversion of Cayman Islands dollars into U.S. dollars as determined by the Cayman Islands Monetary Authority is fixed at CI$1.00 per US$1.20. Thus, the rate of exchange as of October 31, 2004 for conversion of Cayman Islands dollars into Canadian dollars was $1.4616 per CI$1.00. 6. Interim Results Interim results will fluctuate due to the seasonal nature of electricity. In Grand Cayman, demand is highest in the summer months due to airconditioning load. Consequently, interim results are not necessarily indicative of annual results. 7. Long-term Investments To meet cash flow requirements in the aftermath of Hurricane Ivan, the Company liquidated its long-term investments, which had a market value of $4,094,732 on the date of liquidation. 8. Payment of Dividends In view of the immediate cash flow needed to restore service requirements following the passage of Hurricane Ivan in September 2004 and the 45-day deductible period associated with business interruption insurance, the Board of Directors did not declare a dividend for the second quarter of fiscal year 2005. 9. Comparative Figures Certain comparative figures have been reclassified to conform with current year disclosure. 10. Other Receivable - Insurance The other receivable balance represents business interruption and property insurance claims relating to Hurricane Ivan. The business interruption policy has a 45-day deductible and therefore only US$595,238 has been recorded as receivable in the financial statements. 11. Related Party Transactions Fortis Energy-Bermuda, the majority shareholder of CUC, owns 37.29% of the issued Class A Ordinary shares. Fortis accounts for the investment in CUC shares under the equity method. A contingent of Fortis employees have been contracted for the reconstruction of the Company’s T&D assets following the passage of Hurricane Ivan. These financial statements include an amount accrued and payable of US$1.3 million for the cost of Fortis labour in the construction of assets at standard market rates. 25. C ARIBBEAN UTILITIES COMPANY, LTD. 2004/2005 SECOND QUARTER REPORT Shareholder Plans CUC offers its shareholders a Dividend Reinvestment Plan. Please contact one of CUC’s Registrar and Transfer Agents or write to CUC’s Company Secretary if you would like to receive information about the plan or obtain an enrolment form. CUC also has a Customer Share Purchase Plan for customers resident in Grand Cayman. Please contact our Customer Service Department (tel: (345) 949-4300) if you are interested in receiving details. Shareholder Information Duplicate Quarterly Reports While every effort is made to avoid duplications, some shareholders may receive extra reports as a result of multiple share registrations. Shareholders wishing to consolidate these accounts should contact the Registrar and Transfer Agents. Our Registrar and Transfer Agents are as follows: CIBC Mellon Trust Company P.O. Box 7010 Adelaide St. Postal Station Toronto, Ontario M5C 2W9, Canada E-mail: [email protected] Caribbean Utilities Company, Ltd. Assistant to the Company Secretary P.O. Box 38 GT Grand Cayman, Cayman Islands Website: www.cuc-cayman.com E-mail: [email protected] Tel: (416) 813-4600 Fax: (416) 643-5501 Tel: (345) 949-5200 Fax: (345) 949-4621 This Quarterly Report highlights certain, but not all, events that may be of interest to you. If you require further information or have any questions regarding CUC’s Class A Ordinary Shares (listed in U.S. funds on The Toronto Stock Exchange), please contact: Caribbean Utilities Company, Ltd. Robert D. Imparato Company Secretary P.O. Box 38 GT Grand Cayman, Cayman Islands Tel: (345) 949-5200 Fax: (345) 949-4621 CUC’s Toronto Stock Exchange symbol is: Class A Ordinary Shares CUP.U C ARIBBEAN UTILITIES COMPANY, LTD. 26.
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