UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

August 11, 2014

(Date of earliest event reported)

 

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands, B.W.I. 0-25248 98-0619652
(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation)    

 

Regatta Office Park

Windward Three, 4th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

 

(345) 945-4277

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

  

Item 2.02.Results of Operations and Financial Condition.

 

On August 11, 2014, Consolidated Water Co. Ltd. (the “Company”) issued a press release announcing its results of operations for the second quarter ended June 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this report. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

  

Exhibit No.   Title
     
99.1   Press release issued by the Company on August 11, 2014.

 

2
 

  

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 hereunto duly authorized.

 

  CONSOLIDATED WATER CO. LTD.
     
  By: /s/ David W. Sasnett
  Name:  David W. Sasnett
  Title: Executive Vice President & Chief Financial Officer
     
Date: August 12, 2014    

 

3
 

  

EXHIBIT INDEX

 

Exhibit   Description
     
99.1   Press release issued by the Company on August 11, 2014.

 

4

 

 

 



 

Exhibit 99.1

 

CONSOLIDATED WATER CO. LTD.

REPORTS SECOND QUARTER OPERATING RESULTS

 

GEORGE TOWN, Grand Cayman, Cayman Islands (August 11, 2014) — Consolidated Water Co. Ltd. (NASDAQ Global Select Market: “CWCO”) (“Consolidated Water” or “the Company”), which develops and operates seawater desalination plants and water distribution systems in areas of the world where naturally occurring supplies of potable water are scarce or nonexistent, today reported its operating results for the second quarter and first half of 2014. The Company will host an investor conference call on Tuesday, August 12, 2014 at 11:00 a.m. EDT (see details below) to discuss its operating results and other topics of interest.

 

Second Quarter Operating Results

 

Net income attributable to the Company’s stockholders totaled $2,759,693, or $0.19 per diluted share, for the three months ended June 30, 2014, compared with net income attributable to CWCO stockholders of $2,853,850, or $0.19 per diluted share, for the three months ended June 30, 2013.

 

Total revenues for the second quarter of 2014 increased slightly (2%) to approximately $16.9 million, compared with approximately $16.6 million in the second quarter of 2013.

 

Retail water revenues increased 5% to approximately $6.5 million (38% of total revenues) in the most recent quarter, versus approximately $6.2 million (37% of total revenues) in the second quarter of 2013. The increase in retail revenues was due to an approximate 8% increase in the number of gallons of water sold by the Company’s retail operations in the Cayman Islands and the Company’s facility in Bali, Indonesia.

 

Bulk water revenues declined slightly (2%) to approximately $10.0 million (59% of total revenues) in the second quarter of 2014, compared with approximately $10.2 million (61% of total revenues) in the prior-year quarter. The reduction in bulk water revenues was attributable to a decrease in the volume of water sold by the Company’s Bahamas operations to the Water and Sewerage Corporation of The Bahamas (“WSC”). In 2013, the WSC purchased water volumes from the Company’s Blue Hills plant that were significantly higher than the contracted capacity of the plant. However, as a result of water conservation and loss mitigation efforts it has conducted since that time, the WSC has lowered the amount of water lost by its distribution system and, consequently, in 2014 the WSC has reduced the volume of water it purchased from the Blue Hills plant.

 

Services segment revenues rose 105% to $466,381 in the quarter ended June 30, 2014, compared with $227,211 in the corresponding period of 2013, primarily due to construction revenues generated from contracts with the Water Authority-Cayman to refurbish the Lower Valley plant and to build a plant on the island of Cayman Brac.

 

Consolidated gross profit was relatively unchanged at approximately $6.4 million (38% of total revenues) in the most recent quarter, versus approximately $6.4 million (39% of total revenues) in the second quarter of 2013. Gross profit on retail revenues increased 2% to approximately $3.4 million (52% of retail revenues) in the quarter ended June 30, 2014, compared with approximately $3.3 million (54% of retail revenues) in the year-earlier period. The slight decrease in retail gross profit margin as a percentage of sales reflected a negative gross profit for the Bali retail operations resulting from underutilization of the plant. Gross profit on bulk revenues declined 1% to approximately $3.1 million (31% of bulk revenues), compared with approximately $3.1 million (31% of bulk revenues) a year earlier. The services segment recorded a negative gross profit of ($80,008) in the second quarter of 2014, compared with a negative gross profit of ($27,127) in the second quarter of 2013.

 

 
 

 

Consolidated general and administrative expenses (“G&A”) increased 5% to approximately $3.8 million in the second quarter of 2014, compared with approximately $3.6 million in the year-earlier quarter. Project development expenses incurred by the Company’s Mexico subsidiary, N.S.C. Agua, S.A. de C.V. (“NSC”) increased by approximately $60,000, professional fees rose by approximately $142,000 (primarily as a result of legal fees incurred for the judicial review conducted in connection with the Company’s Cayman Island retail license negotiations), and employee costs were approximately $36,000 greater due to base salary increases.

 

Interest income increased to $366,772 for the second quarter of 2014, up from $169,796 in the second quarter of 2013 due to the receipt of interest due on past due accounts receivables from the WSC. Interest expense decreased to $47,531 for the three months ended June 30, 2014, versus $124,845 in the prior-year quarter, reflecting the early redemption in February 2014 of the remaining outstanding balance on the Company’s bonds payable.

 

The Company recognized earnings and profit sharing on its investment in OC-BVI of $116,215 in the second quarter of 2014, compared with $103,984 in the second quarter of 2013.

 

Management Comments

 

“Our second quarter net income was comparable with that for the prior-year period while we continue to make progress on the large seawater desalination project that we are developing in northern Baja California, Mexico,” stated Rick McTaggart, Chief Executive Officer of Consolidated Water Co. Ltd. “Our retail sales reversed a three-year declining trend and achieved an 8% water volume increase in the second quarter and a 2% water volume increase year-to-date. This increase was primarily attributable to higher irrigation demands from golf courses in our franchise areas on Grand Cayman, along with higher water production at our newest seawater desalination plant, in Bali, Indonesia. Water sales by our operation in Bali increased as resorts and other properties purchased more water to offset dry weather conditions and deteriorating quality of ground water wells.”

 

“In our bulk water business segment, gross profits declined by approximately $45,000, or only 1 percent, in the most recent quarter, relative to the prior-year period, despite a decrease of approximately $659,000 in water sales by our Bahamas operations. The revenue decline in the Bahamas resulted from lower water volumes sold to WSC as a result of its successful efforts to reduce the amount of water lost by its distribution system. The impact of this development was largely offset by higher bulk water volume sales in the Cayman Islands and Belize, as well as improved operating efficiencies at our bulk water production facilities.”

 

“We reached an important milestone in our 100 million gallon-per-day Rosarito desalination plant in Baja California, Mexico, during this past quarter when we submitted environmental impact studies for the project to Mexican regulatory authorities,” continued Mr. McTaggart. “We expect to receive comments on these studies within the next several weeks. We are also implementing a second phase of source water quality monitoring and reporting, which is required by one of our proposed water customers, Otay Water District, to support its permitting applications with state and federal authorities in the U.S.A.”

 

 
 

 

Six-Month Operating Results

 

Net income attributable to the Company’s stockholders for the six months ended June 30, 2014 totaled $3,414,602, or $0.23 per diluted share, compared with net income attributable to CWCO stockholders of $6,595,853, or $0.45 per diluted share, for the six months ended June 30, 2013.

 

Total revenues for the first half of 2014 increased slightly (less than 1%) to approximately $33.3 million, compared with approximately $33.1 million in the first half of 2013.

 

Retail water revenues were largely unchanged at approximately $12.6 million (38% of total revenues) in the six months ended June 30, 2014, versus approximately $12.6 million (38% of total revenues) in the corresponding period of the previous year. The volume of water sold by the retail segment increased by approximately 2% in the first half of 2014 when compared with the prior-year period.

 

Bulk water revenues declined less than 0.5% to approximately $19.9 million (60% of total revenues) in the first half of 2014, compared with approximately $20.0 million (60% of total revenues) in the prior-year period. The reduction in bulk water revenues was attributable to a decrease in the volume of water sold by the Company’s Bahamas operations to the WSC, as discussed earlier in this press release.

 

Services segment revenues rose 40% to $742,294 in the six months ended June 30, 2014, compared with $530,706 in the corresponding period of 2013, primarily due to construction revenues generated from contracts with the Water Authority-Cayman to refurbish the Lower Valley plant and to build a plant on the island of Cayman Brac.

 

Consolidated gross profit declined 2% to approximately $12.3 million (37% of total revenues) in the first half of 2014, versus approximately $12.6 million (38% of total revenues) in the first half of 2013. Gross profit on retail revenues decreased 4% to approximately $6.6 million (52% of retail revenues) in the six months ended June 30, 2014, compared with approximately $6.9 million (55% of retail revenues) in the year-earlier period. Gross profit on bulk revenues improved 2% to approximately $5.9 million (30% of bulk revenues), compared with approximately $5.8 million (29% of bulk revenues) a year earlier. The services segment recorded a negative gross profit of ($139,359) in the 2014 period, compared with a negative gross profit of ($36,157) in the first six months of 2013.

 

Consolidated G&A expenses increased 27% to approximately $9.1 million in the first half of 2014, compared with approximately $7.2 million in the year-earlier period. Project development expenses incurred by NSC increased by approximately $1.6 million, professional fees rose by approximately $262,000 (primarily as a result of legal fees incurred for the judicial review conducted in connection with the Company’s Cayman Island retail license negotiations), and employee costs increased by approximately $160,000 due to base salary increases.

 

Interest income increased to $539,704 for the first half of 2014, from $349,884 in the year-earlier period due to the receipt of interest due on past due accounts receivables from the WSC in the Bahamas. Interest expense increased to $343,268 in the six months ended June 30, 2014, versus $257,270 in the prior-year period, reflecting the prepayment premium paid for the early redemption in February 2014 of the remaining outstanding balance on the Company’s bonds payable and the amortization of the related bond discount and deferred issuance costs.

 

 
 

 

The Company recognized earnings and profit sharing on its investment in OC-BVI of $190,954 in the six months ended June 30, 2014, compared with $1,179,304 in the corresponding period of the previous year. The additional earnings and profit sharing recognized in 2013 from the equity investment in OC-BVI resulted from the payment by the British Virgin Islands government to OC-BVI in January 2013 of $2.0 million of the amount awarded to OC-BVI as a result of the Baughers Bay litigation.

 

Financial Condition

 

“The significant changes in our consolidated balance sheet as of June 30, 2014, when compared with December 31, 2013, resulted from a reduction in accounts receivable and the purchase of land by our Mexico subsidiary, NSC,” observed David Sasnett, Chief Financial Officer of the Company.

 

“During May and June 2014, the WSC made significant incremental payments to the Company to reduce the past due amounts it owed to our Bahamian subsidiary,” noted Mr. Sasnett. “As a result, our consolidated accounts receivable decreased by approximately $6.9 million from December 31, 2013 to June 30, 2014.”

 

“In May 2014, we paid $17.4 million to liquidate the $10 million land purchase obligation reported on our December 31, 2013 consolidated balance sheet and to complete the land purchases for NSC’s development project in Mexico. To fund this payment, we liquidated our marketable securities, which had a balance of approximately $8.6 million as of December 31, 2013, and obtained a $10 million demand loan,” concluded Mr. Sasnett.

 

Cash Dividends

 

On July 31, 2014, the Company paid a quarterly cash dividend of $0.075 per share for the 21st consecutive quarter. The Company has paid cash dividends to shareholders since 1985.

 

Investor Conference Call

 

The Company will host a conference call at 11:00 a.m. Eastern Time (EDT) on Tuesday, August 12, 2014. Shareholders and other interested parties may participate in the conference call by dialing 877-374-8416 (international/local participants dial 412-317-6716) and requesting participation in the “Consolidated Water Co. Ltd. Conference Call” a few minutes before 11:00 a.m. EDT on August 12, 2014.

 

A replay of the conference call will be available one hour after the call through 9:00 a.m. EDT on Tuesday, August 19, 2014 by dialing 877-344-7529 (international/local participants dial 412-317-0088) and entering the conference ID # 10050540, and on the Company’s website at www.cwco.com.

 

CWCO-E

 

 
 

 

About Consolidated Water Co. Ltd.

 

Consolidated Water Co. Ltd. develops and operates seawater desalination plants and water distribution systems in areas of the world where naturally occurring supplies of potable water are scarce or nonexistent. The Company operates water production and/or distribution facilities in the Cayman Islands, Belize, the British Virgin Islands, The Commonwealth of The Bahamas, and Bali, Indonesia.

 

Consolidated Water Co. Ltd. is headquartered in George Town, Grand Cayman, in the Cayman Islands. The Company’s ordinary (common) stock is traded on the NASDAQ Global Select Market under the symbol “CWCO”. Additional information on the Company is available on its website at http://www.cwco.com.

 

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “intend”, “expect”, “should” or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company’s products and services in the marketplace, changes in its relationships with the governments of the jurisdictions in which it operates, the outcome of its negotiations with the Cayman government regarding a new retail license agreement, its ability to successfully secure contracts for water projects, including the projects under development in Baja California, Mexico and Bali, Indonesia, its ability to develop and operate such projects profitably, and its ability to manage growth and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission (“SEC”).

 

By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

For further information, please contact:

 

Frederick W. McTaggart, President and CEO, at (345) 945-4277 or David W. Sasnett, Executive Vice President and CFO, at (954) 509-8200 or via e-mail at info@cwco.com

 

or

 

RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or

via e-mail at info@rjfalkner.com

 

(Financial Highlights Follow)

 

 
 

 

CONSOLIDATED WATER CO. LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   June 30,   December 31, 
   2014   2013 
   (Unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $34,437,295   $33,626,516 
Certificate of deposit   5,000,000    - 
Restricted cash   515,849    - 
Marketable securities   -    8,587,475 
Accounts receivable, net   11,952,964    18,859,560 
Inventory   1,536,702    1,383,135 
Prepaid expenses and other current assets   2,413,653    2,435,127 
Current portion of loans receivable   1,671,287    1,691,102 
Total current assets   57,527,750    66,582,915 
Property, plant and equipment, net   57,186,662    58,602,886 
Construction in progress   2,459,433    1,450,417 
Inventory, non-current   4,366,968    4,204,089 
Loans receivable   6,488,001    7,337,177 
Investment in OC-BVI   6,087,202    6,623,448 
Intangible assets, net   1,005,944    1,096,488 
Goodwill   3,499,037    3,499,037 
Investment in land   20,558,424    13,175,566 
Other assets   2,831,273    2,792,831 
Total assets  $162,010,694   $165,364,854 
           
LIABILITIES AND EQUITY          
Current liabilities          
Accounts payable and other current liabilities  $7,464,657   $7,157,896 
Dividends payable   1,166,962    1,164,026 
Demand loan payable   10,000,000    - 
Current portion of long term debt   -    5,205,167 
Land purchase obligation   -    10,050,000 
Total current liabilities   18,631,619    23,577,089 
Other liabilities   264,827    289,392 
Total liabilities   18,896,446    23,866,481 
Commitments and contingencies          
Equity          
Consolidated Water Co. Ltd. stockholders' equity          
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 41,853 and 37,408 shares, respectively   25,112    22,445 
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,698,499 and 14,686,197 shares, respectively   8,819,099    8,811,718 
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued or outstanding   -    - 
Additional paid-in capital   83,640,224    83,381,387 
Retained earnings   48,360,630    47,155,548 
Cumulative translation adjustment   (437,454)   (471,983)
Total Consolidated Water Co. Ltd. stockholders' equity   140,407,611    138,899,115 
Non-controlling interests   2,706,637    2,599,258 
Total equity   143,114,248    141,498,373 
Total liabilities and equity  $162,010,694   $165,364,854 

 

 
 

 

CONSOLIDATED WATER CO. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2014     2013     2014     2013  
Retail water revenues   $ 6,499,257     $ 6,179,597     $ 12,612,218     $ 12,574,609  
Bulk water revenues     9,966,194       10,162,572       19,925,930       20,019,262  
Services revenues     466,381       227,211       742,294       530,706  
Total revenues     16,931,832       16,569,380       33,280,442       33,124,577  
                                 
Cost of retail revenues     3,119,483       2,870,175       6,050,859       5,704,927  
Cost of bulk revenues     6,895,914       7,047,346       14,007,459       14,234,759  
Cost of services revenues     546,389       254,338       881,653       566,863  
Total cost of revenues     10,561,786       10,171,859       20,939,971       20,506,549  
Gross profit     6,370,046       6,397,521       12,340,471       12,618,028  
General and administrative expenses     3,781,161       3,594,762       9,123,794       7,163,698  
Income from operations     2,588,885       2,802,759       3,216,677       5,454,330  
                                 
Other income (expense):                                
Interest income     366,772       169,796       539,704       349,884  
Interest expense     (47,531 )     (124,845 )     (343,268 )     (257,270 )
Profit sharing income from OC-BVI     30,375       27,652       50,625       315,111  
Equity in earnings of OC-BVI     85,840       76,332       140,329       864,193  
Other     (117,803 )     63,544       80,493       152,677  
Other income (expense), net     317,653       212,479       467,883       1,424,595  
Net income     2,906,538       3,015,238       3,684,560       6,878,925  
Income attributable to non-controlling interests     146,845       161,388       269,958       283,072  
Net income attributable to Consolidated Water Co. Ltd. stockholders   $ 2,759,693     $ 2,853,850     $ 3,414,602     $ 6,595,853  
                                 
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders   $ 0.19     $ 0.19     $ 0.23     $ 0.45  
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders   $ 0.19     $ 0.19     $ 0.23     $ 0.45  
Dividends declared per common share   $ 0.075     $ 0.075     $ 0.15     $ 0.15  
                                 
Weighted average number of common shares used in the determination of:                                
Basic earnings per share     14,698,499       14,636,916       14,692,654       14,617,613  
Diluted earnings per share     14,760,159       14,684,515       14,764,058       14,659,593  

  

 
 

 

CONSOLIDATED WATER CO. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

 

    Three Months Ended June 30,     Six Months Ended June 30,  
    2014     2013     2014     2013  
Net income   $ 2,906,538     $ 3,015,238     $ 3,684,560     $ 6,878,925  
Other comprehensive income (loss)                                
Foreign currency translation adjustment     (64,110 )     (50,558 )     36,346       (73,261 )
Total other comprehensive income (loss)     (64,110 )     (50,558 )     36,346       (73,261 )
Comprehensive income     2,842,428       2,964,680       3,720,906       6,805,664  
Comprehensive income attributable to the non-controlling interest     143,639       158,860       271,775       279,409  
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders   $ 2,698,789     $ 2,805,820     $ 3,449,131     $ 6,526,255  

 

 

 

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