UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2003
Commission File Number 0-29586
EnerNorth industries inc.
(FORMERLY: ENERGY POWER SYSTEMS LIMITED)
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(Address of Principal executive offices)
2 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1L6, Canada
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes No X
----
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3- 2(b):
82- _________
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.
EnerNorth industries inc.
(formerly: Energy Power Systems Limited)
Date: May 15, 2003 By:____"Sandra J. Hall"____ ______
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Sandra J. Hall,
President, Secretary & Director
EnerNorth Industries Inc.
(Formerly Energy Power Systems Limited)
Consolidated Financial Statements
March 31, 2003
(Unaudited)
(Expressed in Canadian Dollars)
ENERNORTH INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN CANADIAN DOLLARS)
--------------------------------------------------------------------------------
MARCH 31, 2003 JUNE 30, 2002
(UNAUDITED) (AUDITED)
ASSETS
Current
Cash $5,363,439 $5,610,621
Marketable securities 185,111
283,800
Receivables 3,028,200 5,218,201
Due from co-venturer 1,151,569 159,110
Inventories and work in progress 1,104,317 2,652,816
Prepaid expenses 159,022 59,618
Future income tax asset 61,473 61,473
------------------------------------------ ------------------- ---------------
Total current assets 11,053,131 14,045,639
Oil and gas interests (net of accumulated
depletion) 4,424,126 4,400,078
Capital assets (net of accumulated
depreciation and amortization) 2,766,627 2,834,859
Investment 3,500,000 3,500,000
Future income tax asset 533,527 533,527
------------------------------------------ ------------------- ---------------
$22,277,411 $25,314,103
=================== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Bank indebtedness $1,151,443 $1,462,766
Accounts payable and accrued liabilities 1,466,273 4,022,114
Due to shareholders 312,419 628,346
Current portion of long-term debt 185,925 185,925
Future income tax liability 432,490 432,490
------------------------------------------ ------------------- ---------------
Total current liabilities 3,548,550 6,731,641
Long-term debt 383,604 501,670
Future income tax liability 22,110 22,110
------------------------------------------ ------------------- ---------------
Total liabilities 3,954,264 7,255,421
------------------------------------------ ------------------- ---------------
Shareholders' equity
Capital stock 43,339,132 42,096,732
Deficit (25,015,985)
(24,038,050)
------------------------------------------ ------------------- ---------------
Total shareholders' equity $18,323,147 $18,058,682
$22,277,411 $25,314,103
=================== ===============
The accompanying notes to the financial statements are an integral part of these
financial statements
ENERNORTH INDUSTRIES INC.
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
(UNAUDITED)
(EXPRESSED IN CANADIAN DOLLARS)
FOR THE NINE
FOR THE THREE
MONTH PERIOD
MONTH PERIOD
ENDING MARCH 31
ENDING MARCH 31
2003 2002
2003 2002
--------------------------------------------------------------------------------
---------------------------------
Sales $18,007,207
$16,669,646 $2,983,333 $2,318,214
Cost of sales (including depreciation
and depletion of $315,088;
2002 - $184,120) 15,653,176
14,435,648 2,573,261 1,962,292
--------------------------------------------------- -------------- -----------
--- -------------- --------------
Gross profit 2,354,031
2,233,998 410,072 355,922
--------------------------------------------------- -------------- -----------
--- -------------- --------------
Administrative expenses 3,262,392
2,428,079 1,255,540 1,217,500
Amortization of goodwill -
195,943 - 65,314
Amortization of capital assets 60,544
100,053 20,217 18,414
Interest and bank charges 117,056
55,317 37,417 12,741
Interest on long-term debt 36,169
45,035 10,966 12,564
--------------------------------------------------- -------------- -----------
--- -------------- --------------
3,476,161
2,824,427 1,324,140 1,326,533
--------------------------------------------------- -------------- -----------
--- -------------- --------------
Loss before the following (1,122,130)
(590,429) (914,068) (970,611)
Write down of asset held for sale -
(231,251) - -
Other income 144,195
661,335 42,389 649,631
--------------------------------------------------- -------------- -----------
--- -------------- --------------
Net loss ($977,935)
($160,345) ($871,679) ($320,980)
Deficit, beginning of period (24,038,050)
(20,849,848) (24,144,306) (20,689,213)
--------------------------------------------------- -------------- -----------
--- -------------- --------------
Deficit, end of period ($25,015,985)
($21,010,193) ($25,015,985) ($21,010,193)
==================================================== =============
============= ============= =============
Net loss per Common Share
Net loss per share ($0.21)
($0.06) ($0.19) ($0.12)
Weighted average common shares
outstanding (thousands) 4,649
2,661 4,649 2,661
Fully Diluted net loss per Common Share
Net loss per share Antidilutive
Antidilutive Antidilutive Antidilutive
The accompanying notes to the financial statements are an integral part of these
financial statements
ENERNORTH INDUSTRIES INC.
CONSOLIDATED STATEMENTs OF CASH FLOWS
(UNAUDITED)
(EXPRESSED IN CANADIAN DOLLARS)
----------------------------------
FOR THE NINE MONTH PERIOD FOR
THE THREE MONTH PERIOD
ENDING MARCH 31
ENDING MARCH 31
2003 2002
2003 2002
------------ ------------ ------
------ ------------
Cash flows provided by (used in)
Operating activities
Net loss ($977,935) ($160,345)
($871,679) ($320,980)
Adjustments to reconcile net loss to
net cash provided by operating activities
Amortization of goodwill - 195,943
- 65,314
Amortization and depletion 375,632 288,556
127,116 81,248
(Gain) loss on sale of capital assets - (7,703)
- 551
Write down of marketable securities - 83,181
- -
Gain on sale of marketable securities (61,165) -
(970) -
Write down of inactive capital assets - 231,251
- -
Future income taxes, net - (749)
- -
-------------------------------------------- ------------ ------------ ------
------ ------------
(663,468) 630,134
(745,533) (173,867)
Net change in non-cash working capital
Receivables 2,190,001 951,518
3,287,990 3,162,214
Inventories and work in progress 1,548,499 (424,234)
38,758 437,964
Prepaid expenses (99,404) (36,928)
(45,459) 1,264
Accounts payable and accrued liabilities (2,555,841) (1,586,632)
(1,930,513) (2,547,423)
-------------------------------------------- ------------ ------------ ------
------ ------------
419,787 (466,142)
605,243 880,152
-------------------------------------------- ------------ ------------ ------
------ ------------
Financing activities
Bank indebtedness (311,323) 152,332
(827,158) 73,246
Long term debt, net (142,507) (165,133)
(47,133) (51,372)
Repayment to shareholders (315,927) (884,099)
(2,581) (550,584)
Issue of common shares 1,242,400 9,596,471
(745) 3,617,860
-------------------------------------------- ------------ ------------ ------
------ ------------
472,643 8,699,571
(877,617) 3,089,150
-------------------------------------------- ------------ ------------ ------
------ ------------
Investing activities
Purchase of capital assets (102,295) (96,253)
(53,285) (7,263)
Proceeds from sale of capital assets - 21,700
- 9,700
Oil and gas interests (204,712) (2,680,215)
(166,407) (1,671,076)
Due from co-venturer (992,459) 25,257
(31,356) 373,926
Marketable securities 159,854 (180,744)
(17,103) 45,144
-------------------------------------------- ------------ ------------ ------
------ ------------
(1,139,612) (2,910,255)
(268,151) (1,249,569)
-------------------------------------------- ------------ ------------ ------
------ ------------
Net (decrease) increase in cash (247,182) 5,323,174
(540,525) 2,719,733
Cash, beginning of period 5,610,621 1,242,621
5,903,964 3,846,062
-------------------------------------------- ------------ ------------ ------
------ ------------
Cash, end of period $5,363,439 $6,565,795
$5,363,439 $6,565,795
============================================ ============ ===========
=========== ============
Cash, end of period consists of:
Cash $1,624,160 $6,565,795
$1,676,704 $6,565,795
Money market funds $3,739,279 $0
$3,739,279 $0
The accompanying notes to the financial statements are an integral part of these
financial statements
ENERNORTH INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF SEGMENTED INFORMATION
(UNAUDITED) (EXPRESSED IN CANADIAN DOLLARS)
FOR THE NINE MONTHS ENDING MARCH 31, 2003
--------------------------------------------------
Industrial
& Offshore Oil & Gas
Corporate Total
----------- ---------- -
--------- -----------
Revenue 17,534,660 472,547
- 18,007,207
Interest expense 149,505 -
3,720 153,225
Amortization and depletion 194,968 180,664
- 375,632
Net earnings (loss) 147,947 41,759
(1,167,641) (977,935)
Capital assets and
oil and gas interests 2,766,627 4,424,126
- 7,190,753
FOR THE NINE MONTHS ENDING MARCH 31, 2002
----------------------------------------------------
Industrial
& Offshore Oil & Gas
Corporate Total
----------- ---------- -
--------- -----------
Revenue 16,268,041 401,605
- 16,669,646
Interest expense 95,916 -
4,436 100,352
Amortization and depletion 441,437 43,062
- 484,499
Net earnings (67,071) 106,670
(132,155) (92,556)
Capital assets and
oil and gas interests 2,721,386 4,654,646
- 7,376,032
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2003
----------------------------------------------------
Industrial
& Offshore Oil & Gas
Corporate Total
----------- ---------- -
--------- -----------
Revenue 2,775,600 207,733
- 2,983,333
Interest expense 47,556 -
827 48,383
Amortization and depletion 67,123 59,993
- 127,116
Net earnings (loss) (451,465) 68,416
(488,630) (871,679)
FOR THE THREE MONTH PERIOD ENDING MARCH 31, 2002
----------------------------------------------------
Industrial
& Offshore Oil & Gas
Corporate Total
----------- ---------- -
--------- -----------
Revenue 2,168,316 149,898
- 2,318,214
Interest expense 25,154 -
151 25,305
Amortization and depletion 132,208 14,354
- 146,562
Net earnings (293,482) 40,529
(238) (253,191)
----------- ---------- -
--------- -----------
The accompanying notes to the financial statements are an integral part of these
financial statements
ENERNORTH INDUSTRIES INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTH PERIOD ENDING MARCH 31, 2003
---------------------------------------------------------
(EXPRESSED IN CANADIAN DOLLARS)
1. BASIS OF PRESENTATION
These unaudited interim consolidated financial statements have been prepared
by management following the same accounting policies and methods of computation
asthe audited consolidated financial statements for the year ended June 30,2002.
These interim financial statements should be read in conjunction with the
Company's audited consolidated financial statements together with notes for the
year ended June 30, 2002. The unaudited consolidated financial results for the
nine month period ending March 31, 2003 and 2002 include the accounts of the
Company and its wholly owned subsidiary M&M Engineering Limited, a Newfoundland
and Labrador company, and M&M's wholly-owned subsidiary M&M Offshore Limited, a
Newfoundland and Labrador company. Operating results for the nine months ended
March 31, 2003 are not indicative of the results that may be expected for the
full year ending June 30, 2003.
2. SEGMENTED INFORMATION
The Company's operations are separated into two distinct segments; the
Industrial & Offshore Division, consisting of the consolidated operations of M&M
Engineering Limited, a wholly owned subsidiary, and the Oil & Gas Division
performing oil and gas exploration and production. M&M is an industrial
contracting company performing fabrication and installation of process piping,
installation of production equipment, steel tank erection, specialized welding
services and industrial maintenance. Results for the nine month period and three
month period ending March 31, 2003 and March 31, 2002 are presented in the
Consolidated Statement of Segmented Information.
3. COMPARATIVE FIGURES
The comparative financial statements have been reclassified from financial
statements previously presented to conform to the presentation in the June 30,
2002 audited consolidated financial statements.
4. SHARE CAPITAL
(a) Authorized and Issued:
Authorized:
-----------
Unlimited number of Common Shares, without par value
Unlimited number of Class A Preference Shares, Series I
Unlimited number of Class A Preference Shares, Series II
Issued
------
Common shares
# Consideration
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Balance, as at June 30, 2002 10,578,645 $ 42,096,732
Issued pursuant to private placement 1,600,000 1,242,400
Share consolidation (8,119,636) -
Balance, as at March 31, 2003 4,059,009 $ 43,339,132
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(b) Common share purchase warrants outstanding consist of the following:
EXERCISE EXPIRY 2003 2002
PRICE DATE # #
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$28.80 October 4, 2002 - 32,000
US$ 13.35 May 9, 2002 - 11,667
US$ 13.35 May 16, 2002 - 11,667
US$ 13.35 March 13, 2003 - 13,333
US$ 1.80 December 31, 2004 533,332 -
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533,332 68,667
=================================================================
(c) Common share purchase options outstanding consist of the following:
EXERCISE EXPIRY 2002 2001
PRICE DATE HOLDER # #
----------------------------------------------------------------------
$12.00 June 14, 2005 Consultant 7,000 7,000
$18.90 January 8, 2006 Directors and employees 91,333 107,500
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98,333 114,500
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-4 -
-1-
CERTIFICATION
I, Sandra J. Hall, President, certify that:
1. I have reviewed the unaudited Interim Consolidated Financial Statements
for the nine-month period ended March 31, 2003 of EnerNorth Industries Inc.
(formerly: Energy Power Systems Limited;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures and internal
controls and procedures for financial reporting (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal controls and procedures for financial
reporting, or caused such internal controls and procedures for financial
reporting to be designed under their supervision, to provide reasonable
assurances that the registrant's financial statements are fairly presented in
conformity with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and internal controls and procedures for financial reporting as
of the end of the period covered by this report ("Evaluation Date");
d) Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures and internal controls and procedures for
financial reporting based on our evaluation as of the Evaluation Date;
e) Disclosed to the registrant's audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies and material weaknesses in the
design or operation of internal controls and procedures for financial reporting
which could adversely affect the registrant's ability to record, process,
summarize and report financial information required to be disclosed by the
registrant in the reports that it files or submits under the Act (15 U.S.C. 78a
et seq.), within the time periods specified in the U.S. Securities and Exchange
Commission's rules and forms; and
(ii) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls and procedures for financial reporting; and
f) Indicated in this report any significant changes in the registrant's
internal controls and procedures for financial reporting or in other factors
that could significantly affect internal controls and procedures for financial
reporting made during the period covered by this report, including any actions
taken to correct significant deficiencies and material weaknesses in the
registrant's internal controls and procedures for financial reporting.
Date: May 15, 2003
-------------------
"Sandra J. Hall"
------------------
Sandra J. Hall
President
CERTIFICATION
I, Scott T. Hargreaves, Chief Financial Officer, President, certify that:
1. I have reviewed the unaudited Interim Consolidated Financial Statements
for the nine-month period ended March 31, 2003 of EnerNorth Industries Inc.
(formerly: Energy Power Systems Limited;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures and internal
controls and procedures for financial reporting (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal controls and procedures for financial
reporting, or caused such internal controls and procedures for financial
reporting to be designed under their supervision, to provide reasonable
assurances that the registrant's financial statements are fairly presented in
conformity with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and internal controls and procedures for financial reporting as
of the end of the period covered by this report ("Evaluation Date");
d) Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures and internal controls and procedures for
financial reporting based on our evaluation as of the Evaluation Date;
e) Disclosed to the registrant's audit committee of the board of
directors (or persons fulfilling the equivalent function):
(i) All significant deficiencies and material weaknesses in the
design or operation of internal controls and procedures for financial reporting
which could adversely affect the registrant's ability to record, process,
summarize and report financial information required to be disclosed by the
registrant in the reports that it files or submits under the Act (15 U.S.C. 78a
et seq.), within the time periods specified in the U.S. Securities and Exchange
Commission's rules and forms; and
(ii) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls and procedures for financial reporting; and
f) Indicated in this report any significant changes in the registrant's
internal controls and procedures for financial reporting or in other factors
that could significantly affect internal controls and procedures for financial
reporting made during the period covered by this report, including any actions
taken to correct significant deficiencies and material weaknesses in the
registrant's internal controls and procedures for financial reporting.
Date: May 15, 2003
-------------------
"Scott T. Hargreaves"
-----------------------
Scott T. Hargreaves
Chief Financial Officer