UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from ___________ to ___________
Commission File Number: 0-25248
CONSOLIDATED WATER CO. LTD.
(Exact name of Registrant as specified in
its charter)
CAYMAN ISLANDS |
|
98-0619652 |
(State or other jurisdiction of |
|
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
|
|
|
|
Regatta Office Park |
|
|
Windward Three, 4th Floor, West Bay Road |
|
|
P.O. Box 1114 |
|
|
Grand Cayman KY1-1102 |
|
|
Cayman Islands |
|
N/A |
(Address of principal executive offices) |
|
(Zip Code) |
(345) 945-4277
(Registrant’s telephone number, including
area code)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
¨
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).
Yes x
No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer ¨ |
|
Accelerated filer x |
Non-accelerated filer ¨ |
(Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
x
As of November 3, 2014, 14,703,098 shares
of the registrant’s common stock, with US$0.60 par value, were outstanding.
TABLE OF CONTENTS
NOTE REGARDING CURRENCY AND EXCHANGE RATES
Unless otherwise indicated, all references
to “$” or “US$” are to United States dollars.
The exchange rate for conversion of Cayman
Island dollars (CI$) into US$, as determined by the Cayman Islands Monetary Authority, has been fixed since April 1974 at US$1.20
per CI$1.00.
The exchange rate for conversion of Belize
dollars (BZE$) into US$, as determined by the Central Bank of Belize, has been fixed since 1976 at US $0.50 per BZE$1.00.
The exchange rate for conversion of Bahamas
dollars (B$) into US$, as determined by the Central Bank of The Bahamas, has been fixed since 1973 at US$1.00 per B$1.00.
The official currency of the British Virgin
Islands is the United States dollar.
Consolidated Water Co. Ltd.’s Netherlands
subsidiary conducts business in US$ and euros, its Indonesian subsidiary conducts business in US$ dollars and Indonesian rupiahs,
and its Mexico subsidiary conducts business in US$ and Mexican pesos. The exchange rates for conversion of euros, rupiahs and pesos
into US$ vary based upon market conditions.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 33,582,329 | | |
$ | 33,626,516 | |
Certificate of deposit | |
| 5,000,000 | | |
| - | |
Restricted cash | |
| 498,929 | | |
| - | |
Marketable securities | |
| - | | |
| 8,587,475 | |
Accounts receivable, net | |
| 12,234,168 | | |
| 18,859,560 | |
Inventory | |
| 1,578,188 | | |
| 1,383,135 | |
Prepaid expenses and other current assets | |
| 2,771,365 | | |
| 2,435,127 | |
Current portion of loans receivable | |
| 1,698,576 | | |
| 1,691,102 | |
Total current assets | |
| 57,363,555 | | |
| 66,582,915 | |
| |
| | | |
| | |
Property, plant and equipment, net | |
| 56,041,873 | | |
| 58,602,886 | |
Construction in progress | |
| 2,860,402 | | |
| 1,450,417 | |
Inventory, non-current | |
| 4,341,636 | | |
| 4,204,089 | |
Loans receivable | |
| 6,052,985 | | |
| 7,337,177 | |
Investment in OC-BVI | |
| 5,956,657 | | |
| 6,623,448 | |
Intangible assets, net | |
| 966,922 | | |
| 1,096,488 | |
Goodwill | |
| 3,499,037 | | |
| 3,499,037 | |
Investment in land | |
| 20,557,353 | | |
| 13,175,566 | |
Other assets | |
| 2,738,551 | | |
| 2,792,831 | |
Total assets | |
$ | 160,378,971 | | |
$ | 165,364,854 | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable and other current liabilities | |
$ | 5,465,197 | | |
$ | 7,157,896 | |
Dividends payable | |
| 1,165,937 | | |
| 1,164,026 | |
Demand loan payable | |
| 9,500,000 | | |
| - | |
Current portion of long term debt | |
| - | | |
| 5,205,167 | |
Land purchase obligation | |
| - | | |
| 10,050,000 | |
Total current liabilities | |
| 16,131,134 | | |
| 23,577,089 | |
Other liabilities | |
| 227,762 | | |
| 289,392 | |
Total liabilities | |
| 16,358,896 | | |
| 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 37,026 and 37,408 shares, respectively | |
| 22,216 | | |
| 22,445 | |
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,703,098 and 14,686,197 shares, respectively | |
| 8,821,859 | | |
| 8,811,718 | |
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued or outstanding | |
| - | | |
| - | |
Additional paid-in capital | |
| 83,691,069 | | |
| 83,381,387 | |
Retained earnings | |
| 49,138,412 | | |
| 47,155,548 | |
Cumulative translation adjustment | |
| (465,833 | ) | |
| (471,983 | ) |
Total Consolidated Water Co. Ltd. stockholders' equity | |
| 141,207,723 | | |
| 138,899,115 | |
Non-controlling interests | |
| 2,812,352 | | |
| 2,599,258 | |
Total equity | |
| 144,020,075 | | |
| 141,498,373 | |
Total liabilities and equity | |
$ | 160,378,971 | | |
$ | 165,364,854 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
INCOME
(UNAUDITED)
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Retail water revenues | |
$ | 5,936,623 | | |
$ | 5,023,591 | | |
$ | 18,548,841 | | |
$ | 17,598,200 | |
Bulk water revenues | |
| 9,905,723 | | |
| 10,239,552 | | |
| 29,831,653 | | |
| 30,258,814 | |
Services revenues | |
| 1,178,710 | | |
| 175,438 | | |
| 1,921,004 | | |
| 706,144 | |
Total revenues | |
| 17,021,056 | | |
| 15,438,581 | | |
| 50,301,498 | | |
| 48,563,158 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of retail revenues | |
| 2,945,756 | | |
| 2,661,463 | | |
| 8,996,615 | | |
| 8,366,391 | |
Cost of bulk revenues | |
| 7,113,039 | | |
| 7,280,151 | | |
| 21,120,498 | | |
| 21,514,909 | |
Cost of services revenues | |
| 1,261,946 | | |
| 270,082 | | |
| 2,143,599 | | |
| 836,945 | |
Total cost of revenues | |
| 11,320,741 | | |
| 10,211,696 | | |
| 32,260,712 | | |
| 30,718,245 | |
Gross profit | |
| 5,700,315 | | |
| 5,226,885 | | |
| 18,040,786 | | |
| 17,844,913 | |
General and administrative expenses | |
| 3,984,956 | | |
| 4,308,851 | | |
| 13,108,750 | | |
| 11,472,549 | |
Income from operations | |
| 1,715,359 | | |
| 918,034 | | |
| 4,932,036 | | |
| 6,372,364 | |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 334,499 | | |
| 232,820 | | |
| 874,203 | | |
| 582,704 | |
Interest expense | |
| (70,515 | ) | |
| (117,242 | ) | |
| (413,783 | ) | |
| (374,512 | ) |
Profit sharing income from OC-BVI | |
| 30,375 | | |
| 20,250 | | |
| 81,000 | | |
| 335,361 | |
Equity in earnings of OC-BVI | |
| 81,480 | | |
| 55,359 | | |
| 221,809 | | |
| 919,552 | |
Other | |
| (101,297 | ) | |
| (58,722 | ) | |
| (20,804 | ) | |
| 93,955 | |
Other income (expense), net | |
| 274,542 | | |
| 132,465 | | |
| 742,425 | | |
| 1,557,060 | |
Net income | |
| 1,989,901 | | |
| 1,050,499 | | |
| 5,674,461 | | |
| 7,929,424 | |
Income attributable to non-controlling interests | |
| 107,209 | | |
| 141,809 | | |
| 377,167 | | |
| 424,882 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | |
$ | 1,882,692 | | |
$ | 908,690 | | |
$ | 5,297,294 | | |
$ | 7,504,542 | |
| |
| | | |
| | | |
| | | |
| | |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | |
$ | 0.13 | | |
$ | 0.06 | | |
$ | 0.36 | | |
$ | 0.51 | |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | |
$ | 0.13 | | |
$ | 0.06 | | |
$ | 0.36 | | |
$ | 0.51 | |
Dividends declared per common share | |
$ | 0.075 | | |
$ | 0.075 | | |
$ | 0.225 | | |
$ | 0.225 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares used in the determination of: | |
| | | |
| | | |
| | | |
| | |
Basic earnings per share | |
| 14,700,939 | | |
| 14,644,740 | | |
| 14,695,446 | | |
| 14,626,755 | |
Diluted earnings per share | |
| 14,763,914 | | |
| 14,734,916 | | |
| 14,764,127 | | |
| 14,682,186 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Net Income | |
$ | 1,989,901 | | |
$ | 1,050,499 | | |
$ | 5,674,461 | | |
$ | 7,929,424 | |
Other comprehensive income (loss) | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation adjustment | |
| (29,873 | ) | |
| (303,195 | ) | |
| 6,473 | | |
| (357,632 | ) |
Total other comprehensive income (loss) | |
| (29,873 | ) | |
| (303,195 | ) | |
| 6,473 | | |
| (357,632 | ) |
Comprehensive income | |
| 1,960,028 | | |
| 747,304 | | |
| 5,680,934 | | |
| 7,571,792 | |
Comprehensive income attributable to the non-controlling interest | |
| 105,716 | | |
| 126,649 | | |
| 377,491 | | |
| 407,000 | |
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders | |
$ | 1,854,312 | | |
$ | 620,655 | | |
$ | 5,303,443 | | |
$ | 7,164,792 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(UNAUDITED)
| |
Nine Months Ended September 30, | |
| |
2014 | | |
2013 | |
Net cash provided by operating activities | |
$ | 22,735,534 | | |
$ | 9,566,551 | |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Purchase of certificate of deposit | |
| (5,000,000 | ) | |
| (5,000,000 | ) |
Additions to property, plant and equipment and construction in progress | |
| (2,776,205 | ) | |
| (2,958,494 | ) |
Proceeds from sale of equipment | |
| 11,400 | | |
| 13,740 | |
Distribution of earnings from OC-BVI | |
| 969,600 | | |
| 1,249,875 | |
Collections on loans receivable | |
| 1,276,718 | | |
| 1,351,965 | |
Payment for investment in land | |
| (17,431,787 | ) | |
| (2,975,566 | ) |
Restriction on cash balance | |
| (498,929 | ) | |
| - | |
Net cash used in investing activities | |
| (23,449,203 | ) | |
| (8,318,480 | ) |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Dividends paid | |
| (3,478,332 | ) | |
| (3,295,765 | ) |
Repurchase of redeemable preferred stock, net | |
| (12,746 | ) | |
| 9,313 | |
Proceeds received from exercise of stock options | |
| - | | |
| 302,807 | |
Principal repayments of long term debt | |
| (5,301,327 | ) | |
| (1,283,427 | ) |
Capital contribution from non-controlling interest | |
| - | | |
| 142,105 | |
Proceeds received from demand loan payable | |
| 10,000,000 | | |
| - | |
Repayment of demand loan payable | |
| (500,000 | ) | |
| - | |
Net cash provided by (used in) financing activities | |
| 707,595 | | |
| (4,124,967 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash | |
| (38,113 | ) | |
| (192,574 | ) |
| |
| | | |
| | |
Net decrease in cash and cash equivalents | |
| (44,187 | ) | |
| (3,069,470 | ) |
Cash and cash equivalents at beginning of period | |
| 33,626,516 | | |
| 33,892,655 | |
Cash and cash equivalents at end of period | |
$ | 33,582,329 | | |
$ | 30,823,185 | |
| |
| | | |
| | |
Interest paid in cash | |
$ | 154,692 | | |
$ | 294,603 | |
| |
| | | |
| | |
Non-cash investing and financing activities | |
| | | |
| | |
Issuance of 5,957 and 10,180, respectively, shares of redeemable
preferred stock for services rendered | |
$ | 65,289 | | |
$ | 110,249 | |
Issuance of 12,302 and 11,131, respectively, shares of common stock for
services rendered | |
$ | 173,458 | | |
$ | 82,369 | |
Conversion (on a one-to-one basis) of 4,599, and 3,660, respectively, shares of redeemable preferred stock to common stock | |
$ | 2,759 | | |
$ | 2,196 | |
Dividends declared but not paid | |
$ | 1,105,510 | | |
$ | 1,101,345 | |
Obligation incurred (paid) for investment in land | |
$ | (10,050,000 | ) | |
$ | 10,050,000 | |
Transfers from inventory to property, plant and equipment and construction in progress | |
$ | 113,691 | | |
$ | 181,875 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CONSOLIDATED WATER CO. LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
1. Principal activity
Consolidated Water Co. Ltd. and its subsidiaries
(collectively, the “Company”) use reverse osmosis technology to produce potable water from seawater. The Company processes
and supplies water to its customers in the Cayman Islands, Belize, The Bahamas, the British Virgin Islands and Indonesia. The
Company sells water to a variety of customers, including public utilities, commercial and tourist properties, residential properties
and government entities. The base price of water supplied by the Company, and adjustments thereto, are determined by the terms
of a retail license and various supply contracts, which provide for adjustments based upon the movement in the government price
indices specified in the license and contracts, as well as monthly adjustments for changes in the cost of energy. The Company
also provides engineering and design services for water plant construction, and manages and operates water plants owned by others.
2. Accounting policies
Basis of presentation:
The accompanying condensed consolidated
financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries: Aquilex, Inc., Cayman Water Company
Limited (“Cayman Water”), Consolidated Water (Belize) Limited (“CW-Belize”), Ocean Conversion (Cayman)
Limited (“OC-Cayman”), DesalCo Limited (“DesalCo”), Consolidated Water Cooperatief, U.A. (“CW-Coop”);
and (ii) majority-owned subsidiaries: Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), Consolidated Water (Asia) Pte.
Limited, PT Consolidated Water Bali (“CW-Bali”) and N.S.C. Agua, S.A. de C.V. (“NSC”). The Company’s
investment in its affiliate, Ocean Conversion (BVI) Ltd. (“OC-BVI”), is accounted for using the equity method. All
significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying interim condensed consolidated
financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal
recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results
of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily
indicative of the operating results for future periods, including the fiscal year ending December 31, 2014.
These condensed consolidated financial
statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission
(“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in
the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial
statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant
to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information
not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
Foreign currency:
The Company’s reporting currency
is the United States dollar (“US$”). The functional currency of the Company and its foreign subsidiaries (other than
NSC) is the currency for each respective country. The functional currency for NSC is the US$. The exchange rates between the Cayman
Islands dollar, the Belize dollar, and the Bahamian dollar are fixed to the US$. CW-Coop conducts business in US$ and euros, CW-Bali
conducts business in US$ and Indonesian rupiahs, and NSC conducts business in US$ and Mexican pesos. The exchange rates for conversion
of euros, Indonesian rupiahs and Mexican pesos into US$ vary based upon market conditions. Net foreign currency gains (losses)
arising from transactions conducted in foreign currencies were ($61,918) and ($117,309) for the three months ended September 30,
2014 and 2013, respectively, and ($15,238) and ($84,614) for the nine months ended September 30, 2014 and 2013, respectively, and
are included in “Other income (expense)” in the accompanying condensed consolidated statements of income.
Comprehensive income:
Comprehensive income (loss) is defined
as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income (loss)
is the total of net income and other comprehensive income (loss) which, for the Company, is comprised entirely of foreign currency
translation adjustments related to CW-Bali.
Comparative amounts:
Certain amounts reported in the financial
statements issued in prior periods have been reclassified herein to conform to the current period’s presentation. These reclassifications
had no effect on consolidated net income.
3. Fair value measurements
As of September 30, 2014 and December 31,
2013, the carrying amounts of cash and cash equivalents, certificate of deposit, accounts receivable, accounts payable and other
current liabilities, dividends payable and the demand loan payable approximate their fair values due to the nature of these items
and their short term maturities. Management considers that the carrying amounts for loans receivable as of September 30, 2014 and
December 31, 2013, approximate their fair values as their interest rates approximate market rates for similar instruments.
Under US GAAP, fair value is defined as
the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants as of the measurement date. The US GAAP guidance for fair value also establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the
asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or
liability. The guidance establishes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical
assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable,
either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active;
or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.
Level 3 - Unobservable inputs that are supported
by little or no market activity and that are significant to the fair value of the assets or liabilities.
Assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair
value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification
of levels for certain securities within the fair value hierarchy.
The following table presents the Company’s
fair value hierarchy for assets and liabilities measured at fair value as of September 30, 2014 and December 31, 2013:
| |
September 30, 2014 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | | |
| | | |
| | | |
| | |
Recurring | |
| | | |
| | | |
| | | |
| | |
Restricted cash | |
$ | 498,929 | | |
$ | - | | |
$ | - | | |
$ | 498,929 | |
Certificate of deposit | |
| - | | |
| 5,000,000 | | |
| - | | |
| 5,000,000 | |
Total recurring | |
$ | 498,929 | | |
$ | 5,000,000 | | |
$ | - | | |
$ | 5,498,929 | |
Nonrecurring | |
| | | |
| | | |
| | | |
| | |
Investment in OC-BVI | |
$ | - | | |
$ | - | | |
$ | 5,956,657 | | |
$ | 5,956,657 | |
| |
December 31, 2013 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
Assets: | |
| | | |
| | | |
| | | |
| | |
Recurring | |
| | | |
| | | |
| | | |
| | |
Marketable securities | |
$ | 8,587,475 | | |
$ | - | | |
$ | - | | |
$ | 8,587,475 | |
Nonrecurring | |
| | | |
| | | |
| | | |
| | |
Investment in OC-BVI | |
$ | - | | |
$ | - | | |
$ | 6,623,448 | | |
$ | 6,623,448 | |
The activity for Level 3 investments for the nine months ended
September 30, 2014 was as follows:
Balance as of December 31, 2013 | |
$ | 6,623,448 | |
Profit sharing and equity from earnings of OC-BVI | |
| 302,809 | |
Distributions received from OC-BVI | |
| (969,600 | ) |
Balance as of September 30, 2014 | |
$ | 5,956,657 | |
4. Segment information
The Company has three reportable segments:
retail, bulk and services. The retail segment operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman
Island pursuant to an exclusive license granted by the Cayman Islands government. The retail segment also includes a retail water
operation in Bali, Indonesia that sells water to resort properties. The bulk segment supplies potable water to government utilities
in Grand Cayman, the Bahamas and Belize under long-term contracts. The services segment designs, constructs and sells desalination
plants, and provides desalination plant management and procurement services, to Company subsidiary and affiliated companies as
well as third parties. Consistent with prior periods, we record all non-direct general and administrative expenses in our retail
business segment and do not allocate any of these non-direct expenses to our other two business segments.
The Company evaluates each segment’s
performance based upon its income (loss) from operations. All intercompany transactions are eliminated for segment presentation
purposes.
The Company’s segments are strategic
business units that are managed separately because, while all segments derive their revenues from desalination-related activities,
each segment sells different products and/or services, serves customers with distinctly different needs and generates different
gross profit margins.
| |
Three Months Ended September 30, 2014 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Revenues | |
$ | 5,936,623 | | |
$ | 9,905,723 | | |
$ | 1,178,710 | | |
$ | 17,021,056 | |
Cost of revenues | |
| 2,945,756 | | |
| 7,113,039 | | |
| 1,261,946 | | |
| 11,320,741 | |
Gross profit (loss) | |
| 2,990,867 | | |
| 2,792,684 | | |
| (83,236 | ) | |
| 5,700,315 | |
General and administrative expenses | |
| 2,740,209 | | |
| 510,288 | | |
| 734,459 | | |
| 3,984,956 | |
Income (loss) from operations | |
$ | 250,658 | | |
$ | 2,282,396 | | |
$ | (817,695 | ) | |
| 1,715,359 | |
Other income, net | |
| | | |
| | | |
| | | |
| 274,542 | |
Consolidated net income | |
| | | |
| | | |
| | | |
| 1,989,901 | |
Income attributable to non-controlling interests | |
| | | |
| | | |
| | | |
| 107,209 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | |
| | | |
| | | |
| | | |
$ | 1,882,692 | |
Depreciation and amortization expenses
for the three months ended September 30, 2014 for the retail, bulk and services segments were $592,261, $738,405 and $22,474, respectively.
| |
Three Months Ended September 30, 2013 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Revenues | |
$ | 5,023,591 | | |
$ | 10,239,552 | | |
$ | 175,438 | | |
$ | 15,438,581 | |
Cost of revenues | |
| 2,661,463 | | |
| 7,280,151 | | |
| 270,082 | | |
| 10,211,696 | |
Gross profit (loss) | |
| 2,362,128 | | |
| 2,959,401 | | |
| (94,644 | ) | |
| 5,226,885 | |
General and administrative expenses | |
| 2,656,217 | | |
| 372,812 | | |
| 1,279,822 | | |
| 4,308,851 | |
Income (loss) from operations | |
$ | (294,089 | ) | |
$ | 2,586,589 | | |
$ | (1,374,466 | ) | |
| 918,034 | |
Other income, net | |
| | | |
| | | |
| | | |
| 132,465 | |
Consolidated net income | |
| | | |
| | | |
| | | |
| 1,050,499 | |
Income attributable to non-controlling interests | |
| | | |
| | | |
| | | |
| 141,809 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | |
| | | |
| | | |
| | | |
$ | 908,690 | |
Depreciation and amortization expenses
for the three months ended September 30, 2013 for the retail, bulk and services segments were $536,229, $805,641 and $73,181, respectively.
| |
Nine Months Ended September 30, 2014 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Revenues | |
$ | 18,548,841 | | |
$ | 29,831,653 | | |
$ | 1,921,004 | | |
$ | 50,301,498 | |
Cost of revenues | |
| 8,996,615 | | |
| 21,120,498 | | |
| 2,143,599 | | |
| 32,260,712 | |
Gross profit (loss) | |
| 9,552,226 | | |
| 8,711,155 | | |
| (222,595 | ) | |
| 18,040,786 | |
General and administrative expenses | |
| 8,471,730 | | |
| 1,270,661 | | |
| 3,366,359 | | |
| 13,108,750 | |
Income (loss) from operations | |
| 1,080,496 | | |
| 7,440,494 | | |
| (3,588,954 | ) | |
| 4,932,036 | |
Other income, net | |
| | | |
| | | |
| | | |
| 742,425 | |
Consolidated net income | |
| | | |
| | | |
| | | |
| 5,674,461 | |
Income attributable to non-controlling interests | |
| | | |
| | | |
| | | |
| 377,167 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | |
| | | |
| | | |
| | | |
$ | 5,297,294 | |
Depreciation and amortization expenses
for the nine months ended September 30, 2014 for the retail, bulk and services segments were $1,823,757, $2,215,141 and $79,922,
respectively.
| |
Nine Months Ended September 30, 2013 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Revenues | |
$ | 17,598,200 | | |
$ | 30,258,814 | | |
$ | 706,144 | | |
$ | 48,563,158 | |
Cost of revenues | |
| 8,366,391 | | |
| 21,514,909 | | |
| 836,945 | | |
| 30,718,245 | |
Gross profit (loss) | |
| 9,231,809 | | |
| 8,743,905 | | |
| (130,801 | ) | |
| 17,844,913 | |
General and administrative expenses | |
| 7,966,975 | | |
| 1,136,021 | | |
| 2,369,553 | | |
| 11,472,549 | |
Income (loss) from operations | |
| 1,264,834 | | |
| 7,607,884 | | |
| (2,500,354 | ) | |
| 6,372,364 | |
Other income, net | |
| | | |
| | | |
| | | |
| 1,557,060 | |
Consolidated net income | |
| | | |
| | | |
| | | |
| 7,929,424 | |
Income attributable to non-controlling interests | |
| | | |
| | | |
| | | |
| 424,882 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | |
| | | |
| | | |
| | | |
$ | 7,504,542 | |
Depreciation and amortization expenses
for the nine months ended September 30, 2013 for the retail, bulk and services segments were $1,555,128, $2,337,766 and $219,544,
respectively.
| |
As of September 30, 2014 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Property plant and equipment, net | |
$ | 25,727,376 | | |
$ | 29,737,581 | | |
$ | 576,916 | | |
$ | 56,041,873 | |
Construction in progress | |
| 1,862,644 | | |
| 997,758 | | |
| - | | |
| 2,860,402 | |
Goodwill | |
| 1,170,511 | | |
| 2,328,526 | | |
| - | | |
| 3,499,037 | |
Investment in land | |
| - | | |
| - | | |
| 20,557,353 | | |
| 20,557,353 | |
Total assets | |
| 51,970,909 | | |
| 83,928,479 | | |
| 24,479,583 | | |
| 160,378,971 | |
| |
As of December 31, 2013 | |
| |
Retail | | |
Bulk | | |
Services | | |
Total | |
Property plant and equipment, net | |
$ | 26,339,461 | | |
$ | 31,736,774 | | |
$ | 526,651 | | |
$ | 58,602,886 | |
Construction in progress | |
| 1,181,628 | | |
| 98,807 | | |
| 169,982 | | |
| 1,450,417 | |
Goodwill | |
| 1,170,511 | | |
| 2,328,526 | | |
| - | | |
| 3,499,037 | |
Investment in land | |
| - | | |
| - | | |
| 13,175,566 | | |
| 13,175,566 | |
Total assets | |
| 65,853,375 | | |
| 84,300,971 | | |
| 15,210,508 | | |
| 165,364,854 | |
5. Earnings per share
Earnings per share (“EPS”)
are computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available
to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted
EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive,
the effect of stock options as computed under the treasury stock method.
The following summarizes information related
to the computation of basic and diluted EPS for the three and nine months ended September 30, 2014 and 2013.
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Net income attributable to Consolidated Water Co. Ltd. Common stockholders | |
$ | 1,882,692 | | |
$ | 908,690 | | |
$ | 5,297,294 | | |
$ | 7,504,542 | |
Less: preferred stock dividends | |
| (2,777 | ) | |
| (2,885 | ) | |
| (8,722 | ) | |
| (8,655 | ) |
Net income available to common shares in the determination of basic earnings per common share | |
$ | 1,879,915 | | |
$ | 905,805 | | |
$ | 5,288,572 | | |
$ | 7,495,887 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | |
| 14,700,939 | | |
| 14,644,740 | | |
| 14,695,446 | | |
| 14,626,755 | |
Plus: | |
| | | |
| | | |
| | | |
| | |
Weighted average number of preferred shares outstanding during the period | |
| 39,348 | | |
| 39,680 | | |
| 38,256 | | |
| 33,888 | |
Potential dilutive effect of unexercised options | |
| 23,627 | | |
| 50,496 | | |
| 30,425 | | |
| 21,543 | |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | |
| 14,763,914 | | |
| 14,734,916 | | |
| 14,764,127 | | |
| 14,682,186 | |
6. Investment in OC-BVI
The Company owns 50% of the outstanding
voting common shares and a 43.5% equity interest in the profits of Ocean Conversion (BVI) Ltd. (“OC-BVI”). The Company
also owns certain profit sharing rights in OC-BVI that raise its effective interest in the profits of OC-BVI to approximately 45%.
Pursuant to a management services agreement, OC-BVI pays the Company monthly fees for certain engineering and administrative services.
OC-BVI’s sole customer is the Ministry of Communications and Works of the Government of the British Virgin Islands (the “Ministry”)
to which it sells bulk water.
The Company’s equity investment in
OC-BVI amounted to $5,956,657 and $6,623,448 as of September 30, 2014 and December 31, 2013, respectively.
Until 2009, substantially all of the water
sold by OC-BVI to the Ministry was initially supplied under a Water Supply Agreement dated May 1990 (the “1990 Agreement”)
and was produced by one desalination plant with a capacity of 1.7 million gallons per day located at Baughers Bay, Tortola (the
“Baughers Bay plant”). As discussed later in this Note (see “Baughers Bay Litigation”), the Government
of the British Islands (the “BVI government”), assumed the operating responsibilities for the Baughers Bay plant in
March 2010. During 2007, OC-BVI completed the construction of a desalination plant with a capacity of 720,000 gallons per day located
at Bar Bay, Tortola (the “Bar Bay plant”). OC-BVI and the BVI government executed a seven-year contract (the “Bar
Bay Agreement”) for this plant on March 4, 2010. Under the terms of the Bar Bay Agreement, OC-BVI is required to deliver
up to 600,000 gallons of water per day to the BVI government from the Bar Bay plant. The Bar Bay Agreement includes a seven-year
extension option exercisable by the BVI government and required OC-BVI to complete a storage reservoir on the BVI government site
by no later than March 4, 2011. OC-BVI has not commenced construction of this storage reservoir due to the BVI government’s
failure to pay (i) the full amount of invoices for the water provided by the Bar Bay plant on a timely basis; and (ii) the remaining
amount due under the court ruling for the Baughers Bay litigation (see discussion that follows).
Summarized financial information of OC-BVI is presented as follows:
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
Current assets | |
$ | 1,963,437 | | |
$ | 3,422,328 | |
Non-current assets | |
| 5,483,433 | | |
| 5,923,387 | |
Total assets | |
$ | 7,446,870 | | |
$ | 9,345,715 | |
| |
September 30, | | |
December 31, | |
| |
2014 | | |
2013 | |
Current liabilities | |
$ | 284,754 | | |
$ | 717,887 | |
Non-current liabilities | |
| 1,332,450 | | |
| 1,688,850 | |
Total liabilities | |
$ | 1,617,204 | | |
$ | 2,406,737 | |
| |
| | | |
| | |
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Revenues | |
$ | 1,153,994 | | |
$ | 1,174,629 | | |
$ | 3,530,763 | | |
$ | 3,588,203 | |
Gross profit | |
$ | 461,820 | | |
$ | 403,815 | | |
$ | 1,382,261 | | |
$ | 1,403,346 | |
Income from operations | |
$ | 254,876 | | |
$ | 175,386 | | |
$ | 650,690 | | |
$ | 679,085 | |
Other income (expense), net (1) | |
$ | (60,749 | ) | |
$ | (40,500 | ) | |
$ | (128,002 | ) | |
$ | 1,456,480 | |
Net income attributable to controlling interests | |
$ | 187,183 | | |
$ | 127,175 | | |
$ | 509,555 | | |
$ | 2,112,455 | |
__________________
(1) Includes
income of $2.0 million related to the Court award - Baughers Bay litigation, for the nine months ended September 30, 2013.
The Company recognized $81,480 and $55,359
in earnings from its equity investment in OC-BVI for the three months ended September 30, 2014 and 2013, respectively. The Company
recognized $221,809 and $919,552 in earnings from its equity investment in OC-BVI for the nine months ended September 30, 2014
and 2013, respectively. The Company recognized $30,375 and $20,250 in profit sharing income from its profit sharing agreement with
OC-BVI for the three months ended September 30, 2014 and 2013, respectively. The Company recognized $81,000 and $335,361 in profit
sharing income from its profit sharing agreement with OC-BVI for the nine months ended September 30, 2014 and 2013, respectively.
For the three months ended September 30,
2014 and 2013, the Company recognized $214,224 and $175,438, respectively, in revenues from its management services agreement with
OC-BVI. For the nine months ended September 30, 2014 and 2013, the Company recognized $619,136 and $660,734, respectively, in revenues
from its management services agreement with OC-BVI. Revenues from the management services agreement are reflected in the services
segment. The Company’s recorded value of this management services agreement, which is reflected as an intangible asset on
the Company’s condensed consolidated balance sheet, was approximately $218,000 and $285,000 as of September 30, 2014 and
December 31, 2013, respectively.
Baughers Bay Litigation
Under the terms of the 1990 Agreement between
OC-BVI and the BVI government, upon the expiration of its initial seven-year term in May 1999, the 1990 Agreement would automatically
be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration,
of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $1.42 million.
In correspondence between the parties from late 1998 through early 2000, the BVI government indicated that it intended to purchase
the plant but would be amenable to negotiating a new water supply agreement, and that it considered the 1990 Agreement to be in
force on a monthly basis until negotiations between the BVI government and OC-BVI were concluded. Occasional discussions were held
between the parties since 2000 without resolution of the matter. OC-BVI continued to supply water from the plant and expended approximately
$4.7 million between 1995 and 2003 to significantly expand the production capacity of the plant beyond that contemplated in the
1990 Agreement.
In 2006, the BVI government took the position
that the seven-year extension of the 1990 Agreement had been completed and that it was entitled to ownership of the Baughers Bay
plant. In response, OC-BVI disputed the BVI government’s contention that the original terms of the 1990 Agreement remained
in effect.
During 2007, the BVI government significantly
reduced the amount and frequency of its payments for the water being supplied by OC-BVI and filed a lawsuit with the Eastern Caribbean
Supreme Court (the “Court”) seeking ownership of the Baughers Bay plant. OC-BVI filed a counterclaim with the Court
that it was entitled to continued possession and operation of the Baughers Bay plant until the BVI government paid OC-BVI approximately
$4.7 million, which OC-BVI believed represented the value of the Baughers Bay plant at its expanded production capacity. OC-BVI
subsequently filed claims with the Court seeking payment for water sold and delivered to the BVI government through May 31, 2009
at the contract prices in effect before the BVI government asserted its purported right of ownership of the plant.
The Court ruled on this litigation in 2009,
determining that (i) the BVI government was entitled to immediate ownership and possession of the Baughers Bay plant and dismissed
OC-BVI’s claim for compensation of approximately $4.7 million for the expenditures made to expand the production capacity
of the plant; (ii) OC-BVI was entitled to full payment of water invoices issued up to December 20, 2007, which had been calculated
under the terms of the original 1990 Agreement; and (iii) OC-BVI was entitled to the amount of $10.4 million for water produced
by OC-BVI from the Baughers Bay plant subsequent to December 20, 2007. The BVI government made payments to OC-BVI under the Court
order of $2.0 million in 2009, $2.0 million in 2010 and $1.0 million in 2011.
OC-BVI filed an appeal with the Eastern
Caribbean Court of Appeals (the “Appellate Court”) in 2009 asking the Appellate Court to review the September 17, 2009
ruling by the Court as it related to OC-BVI’s claim for compensation for expenditures made to expand the production capacity
of the Baughers Bay plant. The BVI government also filed an appeal with the Appellate Court in 2009 requesting the Appellate Court
to reduce the $10.4 million awarded by the Court to OC-BVI for water supplied subsequent to December 20, 2007 to an amount equal
to the cost of producing such water.
In March 2010, OC-BVI vacated the Baughers
Bay plant and the BVI government assumed direct responsibility for the plant’s operations.
In June 2012, the Appellate Court issued
the final ruling with respect to the Baughers Bay litigation. This ruling dismissed the BVI government’s appeal against the
previous judgment of the Court awarding $10.4 million for the water supplied, and also awarded OC-BVI compensation for improvements
made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred
possession of the plant to the BVI government and (ii) $1.42 million (the purchase price for the Baughers Bay plant under the 1990
Agreement). OC-BVI was also awarded all of its court costs at the trial level and two-thirds of such costs incurred on appeal.
Prior to the final ruling, the BVI government had paid only $5.0 million of the original $10.4 million, and the remaining $5.4
million amount due had increased to approximately $6.7 million by the fourth quarter of 2012 due to the court costs awarded by
the Appellate Court and the accrued interest due on the aggregate unpaid balance. The BVI government paid OC-BVI $4.7 million of
this amount during the fourth quarter of 2012 and the remaining $2.0 million in January 2013. These amounts paid by the BVI government
were recognized in OC-BVI’s earnings in the periods in which they were received. To date, OC-BVI and the BVI government have
been unable to reach agreement on the value of the plant at the date it was transferred to the BVI government. While OC-BVI and
the BVI government have reached agreement on the appraiser to be employed to value the plant, this valuation work has not yet commenced.
Valuation of Investment in OC-BVI
The Company accounts for its investment
in OC-BVI under the equity method of accounting for investments in common stock. This method requires recognition of a loss on
an equity investment that is other than temporary, and indicates that a current fair value of an equity investment that is less
than its carrying amount may indicate a loss in the value of the investment.
As a quoted market price for OC-BVI’s
stock is not available, to test for possible impairment of its investment in OC-BVI, the Company estimates its fair value through
the use of the discounted cash flow method, which relies upon projections of OC-BVI’s operating results, working capital
and capital expenditures. The use of this method requires the Company to estimate OC-BVI’s cash flows from (i) the Bar Bay
agreement and (ii) the pending amount awarded by the Appellate Court in the Baughers Bay litigation relating to the value of the
Baughers Bay plant transferred by OC-BVI to the BVI government.
The Company estimates the cash flows OC-BVI
will receive from its Bar Bay agreement by (i) identifying various possible future scenarios for this agreement, which include
the cancellation of the agreement after its initial seven-year term and the exercise by the BVI government of the seven-year extension
in the agreement; (ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each
scenario. The Company similarly estimates the cash flows OC-BVI will receive from the BVI government for the amount due under the
ruling by the Appellate Court relating to the value of the Baughers Bay plant at the date it was transferred to the BVI government
by assigning probabilities to different valuation scenarios. The resulting probability-weighted sum represents the expected cash
flows, and the Company’s best estimate of future cash flows, to be derived by OC-BVI from its Bar Bay agreement and the pending
Appellate Court award.
The identification of the possible scenarios
for the Bar Bay plant agreement and the Baughers Bay plant valuation, the projections of cash flows for each scenario, and the
assignment of relative probabilities to each scenario all represent significant estimates made by the Company. While the Company
uses its best judgment in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning
relative probabilities to each scenario, these estimates are by their nature highly subjective and are also subject to material
change by the Company’s management over time based upon new information or changes in circumstances.
During the fourth quarter of 2013, after
reassessing what the Company believes will be the future demand for water in Tortola, British Virgin Islands, and the probable
sources the BVI government will utilize to meet this demand, the Company determined it appropriate to modify the projections of
cash flows for OC-BVI that it uses to estimate the fair value of its investment in OC-BVI by increasing (from those used in prior
years) the probabilities assigned to those scenarios that result in a lower supply of water or revenue stream from the Bar Bay
plant. Based on these current estimates of OC-BVI’s cash flows and the Company’s resulting estimate of the fair value
of its investment in OC-BVI, the Company determined that the carrying value of its investment in OC-BVI exceeded its fair value
and recorded an impairment loss on this investment of $200,000. The resulting carrying values of the Company’s investment
in OC-BVI of approximately $6.0 million and $6.6 million as of September 30, 2014 and December 31, 2013, respectively, are based
on the assumptions that the BVI government will honor its obligations under the Bar Bay agreement and (on a probability-weighted
basis) that the BVI government will exercise its option to extend the Bar Bay agreement for seven years beyond its initial term,
which expires in 2017.
The $6.0 million carrying value of the
Company’s investment in OC-BVI as of September 30, 2014 exceeds the Company’s underlying equity in OC-BVI’s net
assets by approximately $2.8 million. The Company accounts for this excess as goodwill. The BVI government is OC-BVI’s sole
customer and substantially all of OC-BVI’s revenues are generated from its Bar Bay plant. As the Bar Bay agreement matures
and OC-BVI receives (or is determined by the court to not be entitled to receive) the pending Appellate Court award amount assumed
due for the value of the Baughers Bay plant, OC-BVI’s expected future cash flows, and therefore its fair value computed under
the discounted cash flow method, will decrease. Unless OC-BVI obtains an expansion or other modification of its Bar Bay agreement
that results in a significant increase in the estimated future cash flows from its Bar Bay plant, the Company will be required
to record impairment losses in future periods to reduce the carrying value of its investment in OC-BVI to its then current fair
value. These impairment losses will, in the aggregate, equal the underlying $2.8 million in goodwill reflected in the carrying
value of the Company’s investment in OC-BVI and could have a material adverse effect on the Company’s earnings and
consolidated statement of operations.
7. N.S.C. Agua, S.A. de C.V.
In May 2010, the Company acquired, through
its wholly-owned Netherlands subsidiary, Consolidated Water Cooperatief, U.A. (“Cooperatief”), a 50% interest in N.S.C.
Agua, S.A. de C.V. (“NSC”), a development stage Mexican company. The Company has since purchased, through the conversion
of a previous loan to NSC, sufficient shares to raise its ownership interest in NSC to 99.9%. NSC was formed to pursue a project
encompassing the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination
plant to be located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water
infrastructure and the U.S. border. The Company believes such a project can be successful due to what the Company anticipates
will be a growing need for a new potable water supply for the areas of northern Baja California, Mexico and Southern California,
United States of America (“U.S.”).
To complete this project, the Company engaged
engineering groups with extensive regional and/or technical experience to prepare preliminary designs and cost estimates for the
desalination plant and the proposed pipeline and prepare the environmental impact studies for local, state and federal regulatory
agencies. The Company also conducted an equipment piloting plant and water data collection program at the proposed feed water source
under a Memorandum of Understanding (the “EPC MOU”) with a global engineering, procurement and construction contractor
for large seawater desalination plants. NSC is presently seeking contracts with proposed customers in Mexico and the U.S. for the
sale of the desalinated water from the project. NSC will be required to accomplish various additional steps before it can commence
construction of the plant and pipeline including, but not limited to, obtaining approvals and permits from various governmental
agencies in Mexico, securing contracts with its proposed customers to sell water in sufficient quantities and at prices that make
the project financially viable, and obtaining equity and debt financing for the project. NSC’s potential customers will also
be required to obtain various governmental permits and approvals in order to purchase water from NSC.
In February 2012, the Company entered into
an agreement (the “Option Agreement”) that provided it with an option, exercisable through February 7, 2014, to purchase
the shares of one of the other shareholders of NSC, along with an immediate power of attorney to vote those shares, for $1 million.
Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to
Cooperatief by issuing additional shares of its stock. As a result of this share issuance to Cooperatief, the Company acquired
99.9% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required the Company to issue new
shares in NSC of an amount sufficient to maintain the other shareholder’s 25% ownership interest in NSC if (i) any new shares
of NSC were issued subsequent to the execution of the Option Agreement and (ii) the Company did not exercise its share purchase
option by February 7, 2014. The Company exercised its option and purchased the Option Agreement shares in February 2014.
NSC entered into a purchase contract for
8.1 hectares of land on which the proposed plant would be constructed and in 2012 obtained an extension of this purchase contract
through May 15, 2014 in exchange for prepayments of (i) $500,000 paid at signing of the extension and (ii) a further $500,000 paid
in May 2013. NSC paid $7.4 million in May 2014 to complete this land purchase. In 2013, NSC purchased an additional 12 hectares
of land for the project for $12 million, of which $2 million was paid. NSC paid the remaining $10 million due for this land purchase
on May 15, 2014. The Company obtained new financing in May 2014 to assist in the funding of NSC’s land purchases in the form
of a $10.0 million loan which is payable on demand by the lender. The loan terms require principal and interest payments to be
made quarterly under a five year amortization schedule and payment of the remaining principal balance after two years, if the loan
is not called before that time. This loan bears interest at LIBOR plus 1.5% and is secured by substantially all of the Company’s
assets in the Cayman Islands.
Under the EPC MOU, the contractor installed
and operated an equipment piloting plant and collected water data from the proposed feed water source site in Rosarito Beach, Baja
California, Mexico. The EPC MOU required that NSC negotiate exclusively with the contractor for the construction of the 100 million
gallon per day seawater reverse osmosis desalination plant and further required payment by NSC to the contractor of up to $500,000
as compensation for the operation and maintenance of the equipment piloting plant should NSC not award the engineering, procurement
and construction contract for the project to the contractor. This first phase of the pilot plant testing program was completed
in October 2013. NSC decided not to extend the EPC MOU beyond its February 2014 expiration date and paid the contractor $350,000
during the three months ended March 31, 2014 as compensation for the operation and maintenance of the pilot plant. NSC has implemented
additional sampling protocols to comply with regulatory requirements in the U.S. and Mexico, and is also coordinating with regulators
to assess the need, if any, for further process piloting.
In November 2012, NSC signed a letter of
intent with Otay Water District in Southern California to deliver no less than 20 million and up to 40 million gallons of water
per day from the plant to the Otay Water District at the border between Mexico and the U.S.
NSC has entered into a 20-year lease, effective
November 2012, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans
to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at
an amount that is currently equivalent to approximately $20,000 per month. This lease is cancellable without penalty should NSC
ultimately not proceed with the project.
Included in the consolidated results of
operations are general and administrative expenses from NSC that consist of organizational, legal, accounting, engineering, consulting
and other costs relating to NSC’s project development activities. Such expenses amounted to $693,586 and $1,231,419 for the
three months ended September 30, 2014 and 2013, respectively, and $3,244,002 and $2,223,291 for the nine months ended September
30, 2014 and 2013, respectively. The assets and liabilities of NSC included in the consolidated balance sheets amounted to approximately
$21.8 million and $163,000, respectively, as of September 30, 2014, and approximately $13.7 million and $10.3 million, respectively,
as of December 31, 2013.
In August 2014, the State of Baja California
enacted new legislation to regulate Public-Private Association projects, which involve a long-term contract between a public sector
authority and a private party, such as the contract NSC is willing to enter into in order to develop its desalination plant and
pipeline project. Under this new legislation, NSC may submit an unsolicited proposal for its project to Comisión Estatal
de Servicios Públicos de Tijuana (“CESPT”) or to such other entity that Baja California’s government
designates as competent for this purpose (the “Contracting Authority”). If the Contracting Authority deems the project
feasible and the Public-Private Association Projects State Committee grants its authorization, the Contracting Authority is required
to conduct a public tender process for the project. The Company presently cannot determine if the Contracting Authority will deem
the project feasible, or if a public tender process is commenced, when such process will be completed or whether NSC will be awarded
the project.
The Company expects to incur project development
costs on behalf of NSC during the remainder of 2014 and in 2015 to submit the unsolicited proposal to CESPT and, if such proposal
is successful, to complete the site piloting plant activities, securing feed water and power supplies, completing the engineering
and feasibility studies, negotiating customer contracts, obtaining the required rights-of-way and regulatory permits and arranging
the project financing.
Despite the expenditures made and the activities
completed to date, the Company may ultimately be unsuccessful in its efforts to complete this project.
The Mexico tax authority, the Servicio
de Administracion Tributaria (“SAT”), has assessed NSC 3,184,745 Mexican pesos for taxes relating to payments to foreign
vendors on which the SAT contends should have been subject to income tax withholdings during NSC’s 2011 tax year. The SAT
has also assessed NSC 1,639,001 Mexican pesos in penalties and 913,711 Mexican pesos in surcharges on these payments bringing the
total assessment to 5,737,457 Mexican pesos. Such assessment is equivalent to approximately $426,000 as of September 30, 2014 based
upon the exchange rate between the US$ and the Mexican peso as of that date.
NSC has retained the assistance of Mexican
tax advisers in this matter and believes the assumptions and related work performed by the SAT do not support their tax assessment.
As a result, NSC has elected to contest this assessment in Mexico federal tax court. NSC was required to provide an irrevocable
letter of credit in the amount of 6,712,634 Mexican pesos as collateral in connection with this tax case. The letter of credit
amount includes 975,177 Mexican pesos in additional charges calculated by the SAT to adjust the value of the original assessment
to its potential future value at the time when the matter is settled by the tax court.
The restricted cash balance of $498,929
included in the accompanying consolidated September 30, 2014 balance sheet represents cash on deposit with a bank to secure payment
of the irrevocable letter of credit.
The Company is presently unable to determine
what amount, if any, of this assessment NSC will ultimately be required to pay by the Mexico federal tax court. Consequently,
no provision for this potential liability has been made in the accompanying financial statements. Furthermore, if the Mexico federal
tax court upholds the assessment made by the SAT for NSC’s 2011 tax year, the SAT may seek to levy an assessment on payments
of a similar nature made by NSC during tax years subsequent to 2011.
8. Contingencies
Renewal of Retail License
The Company sells water through its retail
operations under a license issued in July 1990 by the Cayman Islands government that grants the Company’s wholly owned subsidiary
Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Cayman Water’s
service area is comprised of an area on Grand Cayman that includes the Seven Mile Beach and West Bay areas, two of the three most
populated areas in the Cayman Islands. For the three months ended September 30, 2014 and 2013, the Company generated approximately
34% and 32%, respectively, of its consolidated revenues and 52% and 45%, respectively, of its consolidated gross profits
from the retail water operations conducted pursuant to its exclusive license. For the nine months ended September 30, 2014 and
2013, the Company generated approximately 36% and 36%, respectively, of its consolidated revenues and approximately 54% and
52%, respectively, of its consolidated gross profits from these retail water operations. If Cayman Water is not in default of
any of its terms, this license provides Cayman Water with the right of first refusal to renew the license on terms that are no
less favorable than those that the government offers to any third party.
The 1990 License was scheduled to expire in July 2010 but has
been extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate
the terms of a new license agreement. On July 15, 2014, the 1990 License was extended through December 31, 2014.
In February 2011, the Water (Production
and Supply) Law, 2011 (which replaces the Water (Production and Supply) Law (1996 Revision)) and the Water Authority (Amendment)
Law, 2011 (the “New Laws”) were published and are now in full force and effect. Under the New Laws, the Water Authority-Cayman
(“WAC”) would issue any new license which could include a rate of return on invested capital model described below.
The Company has been advised in correspondence
from the Cayman Islands government and the WAC that: (i) the WAC is now the principal negotiator, and not the Cayman Islands government,
in these license negotiations, and (ii) the WAC has determined that a rate of return on invested capital model (“RCAM”)
is in the best interest of the public and the Company’s customers. RCAM is the rate model currently utilized in the electricity
transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd.
In July 2012, in an effort to resolve several
issues relating to the retail license renewal negotiations, the Company filed an Application for Leave to Apply for Judicial Review
(the “Application”) with the Grand Court of the Cayman Islands (the “Court”), seeking declarations that:
(i) certain provisions of the Water Authority Law, 2011 and the Water (Production and Supply) Law, 2011, appear to be incompatible
and a determination as to how those provisions should be interpreted, (ii) the WAC’s roles as the principal license negotiator,
statutory regulator and our competitor put the WAC in a position of hopeless conflict, and (iii) the WAC’s decision to replace
the rate structure under our current exclusive license with RCAM was predetermined and unreasonable.
Throughout the course of the retail license
renewal negotiations, the Company has objected to the use of RCAM on the basis that it believes such a model would not promote
the efficient operation of its water utility and could ultimately increase water rates to its customers.
In October 2012, the Company was notified
that the Court agreed to consider the issues raised by the Company in the Application. As a result, the Company, the Cayman Islands
government and the WAC would have the opportunity to present their positions to the Court in a trial proceeding.
The hearing for this judicial review was
held on April 1, 2014. Prior to the commencement of the hearing, the parties agreed that the Court should solely be concerned with
the interpretation of the statutory provisions. As part of this agreement, the WAC agreed to consider the Company’s submissions
on the RCAM model and/or alternative models of pricing. These submissions were made to WAC on June 9, 2014. The Company received
a letter from WAC dated September 11, 2014 which fully rejected its submissions and stated that they intend to provide the Company
with a draft RCAM license in due course.
In June 2014, the Court determined that:
(i) the renewal of the 1990 License does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate
with the Company for the renewal of the 1990 License. As a result of the Court’s ruling, the Company expects to recommence
license negotiations with the WAC in the near future.
If the Company does not ultimately enter
into a new license agreement and no other party is awarded a license, the Company expects to be permitted to continue to supply
water to its service area.
It is possible that the Cayman Islands
government could offer a third party a license to service some or all of the Company’s present service area. In such event,
the Company may assume the license offered to the third party by exercising its right of first refusal. However, the terms of any
new license agreement may not be as favorable to the Company as the terms under which it is presently operating and could materially
reduce the operating income and cash flows that the Company has historically generated from its retail license and could require
the Company to record an impairment charge to reduce the $3,499,037 carrying value of its goodwill. Such impairment charge could
have a material adverse impact on the Company’s results of operations.
The Company is presently unable to determine
what impact the resolution of this matter will have on its cash flows, financial condition or results of operations.
Windsor Plant Water Supply Agreement
CW-Bahamas provides bulk water to the Water
and Sewerage Corporation of The Bahamas (“WSC”), which distributes the water through its own pipeline system to residential,
commercial and tourist properties on the Island of New Providence. Pursuant to a water supply agreement, CW-Bahamas was required
to provide the WSC with at least 16.8 million gallons per week of potable water from the Windsor plant, and the WSC had contracted
to purchase at least that amount from CW-Bahamas on a take-or-pay basis. This water supply agreement was scheduled to expire when
CW-Bahamas delivered the total amount of water required under the agreement in July 2013, but has been extended on a month-to-month
basis.
At the conclusion of the agreement, the
WSC has the option to (i) extend the agreement for an additional five years at a rate to be negotiated; (ii) exercise a right of
first refusal to purchase any materials, equipment and facilities that CW-Bahamas intends to remove from the site at a purchase
price to be negotiated; or (iii) require CW-Bahamas to remove all materials, equipment and facilities from the site. At the request
of the government of The Bahamas, CW-Bahamas continues to operate and maintain the Windsor plant on a month-to-month basis to provide
the government of The Bahamas with additional time to decide whether or not it will extend CW-Bahamas’ water supply agreement
for the Windsor plant on a long term basis. The Company is presently unable to determine if CW-Bahamas’ water supply agreement
for its Windsor plant will be further extended or, if extended, on what terms. CW-Bahamas generated approximately $1.5 million
and $1.9 million in revenues from the operation of this plant during the three months ended September 30, 2014 and 2013, respectively,
and approximately $4.8 million and $5.5 million in revenues from this plant during the nine months ended September 30, 2014 and
2013, respectively.
CW-Belize
By Statutory Instrument No. 81 of 2009,
the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration
Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws
of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the
rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint
from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied
for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint
Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission
to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest
reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit
an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify
the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the
current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum
number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for
certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has
been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the matter could
be heard by the Belize courts. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing
on November 29, 2012. The ruling on this case is pending. The Company is presently unable to determine what impact the Order and
the Second Order will have on its results of operations, financial position or cash flows, and as a result, no provision for any
possible loss resulting from the resolution of this contingency has been made in the financial statements.
9. Impact of recent accounting pronouncements
In March 2013, the Financial Accounting
Standards Board (“FASB”) issued ASU 2013-05, Foreign Currency Matters (Topic 830: Parent’s Accounting for
the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or
of an Investment in a Foreign Entity). This ASU offers guidance on a parent’s accounting for the cumulative translation
adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent
release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially
complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendment is effective for
annual and interim reporting periods beginning after December 15, 2013. The adoption of ASU 2013-05 did not have an impact on the
Company’s consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. ASU 2014-09 prescribes a five step framework in accounting for revenues from contracts within its scope, including
(a) identification of the contract, (b) identification of the performance obligations under the contract, (c) determination of
the transaction price, (d) allocation of the transaction price to the identified performance obligations and (e) recognition of
revenues as the identified performance obligations are satisfied. ASU 2014-09 also prescribes additional disclosures and financial
statement presentations. This amendment is effective for public entities in annual reporting periods beginning after December 15,
2016. Early application is not permitted. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where
the cumulative effect is recognized at the date of initial application. The Company is currently evaluating the effect the adoption
of this standard will have on the Company’s consolidated financial statements.
10. Subsequent events
The Company’s management evaluated
subsequent events through the time of the filing of this report on Form 10-Q. Other than as disclosed in these condensed consolidated
financial statements, the Company’s management is not aware of any significant events that occurred subsequent to the balance
sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited
to, statements regarding our future revenues, future plans, objectives, expectations and events, assumptions and estimates. Forward-looking
statements can be identified by use of the words or phrases “will,” “will likely result,” “are expected
to,” “will continue,” “estimate,” “project,” “potential,” “believe,”
“plan,” “anticipate,” “expect,” “intend,” or similar expressions and variations
of such words. Statements that are not historical facts are based on our current expectations, beliefs, assumptions, estimates,
forecasts and projections for our business and the industry and markets related to our business.
The forward-looking statements contained
in this report are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult
to predict. Actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important
factors which may affect these actual outcomes and results include, without limitation:
| · | tourism and weather conditions in the areas we serve; |
| · | the economies of the U.S., the areas, and the governments we serve; |
| · | our relationships with the governments we serve; |
| · | regulatory matters, including resolution of the negotiations for the renewal of our retail license on Grand Cayman; |
| · | our ability to successfully enter new markets, including Mexico and Asia; and |
| · | other factors, including those “Risk Factors” set forth under Part II, Item 1A in this Quarterly Report and in
our 2013 Annual Report on Form 10-K. |
Each of the forward-looking statements
in this Quarterly Report speaks as of its date. We expressly disclaim any obligation or undertaking to update or revise any forward-looking
statement contained in this Quarterly Report to reflect any change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any forward-looking statement is based, except as may be required by law.
Unless otherwise indicated, references
to “we,” “our,” “ours” and “us” refer to Consolidated Water Co. Ltd. and its subsidiaries.
Critical Accounting Estimates
The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States of America requires us 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Our actual results could differ significantly from such estimates and assumptions.
Certain of our accounting estimates or
assumptions constitute “critical accounting estimates” for us because:
· |
the nature of these estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and |
|
|
· |
the impact of the estimates and assumptions on financial condition and results of operations is material. |
Our critical accounting estimates relate
to the valuation of our (i) equity investment in our affiliate, OC-BVI; and (ii) goodwill and intangible assets.
Valuation of Investment in OC-BVI.
We account for our investment in OC-BVI under the equity method of accounting for investments in common stock. This method requires
recognition of a loss on an equity investment that is other than temporary, and indicates that a current fair value of an equity
investment that is less than its carrying amount may indicate a loss in the value of the investment.
As a quoted market price for OC-BVI’s
stock is not available, to test for possible impairment of our investment in OC-BVI, we estimate its fair value through the use
of the discounted cash flow method, which relies upon projections of OC-BVI’s operating results, working capital and capital
expenditures. The use of this method requires us to estimate OC-BVI’s cash flows from (i) its water supply agreement with
the BVI government for its Bar Bay plant (the “Bar Bay agreement”); and (ii) the pending amount awarded by the Eastern
Caribbean Court of Appeals in the Baughers Bay litigation relating to the value of the Baughers Bay plant previously transferred
by OC-BVI to the BVI government.
We estimate the cash flows OC-BVI will
receive from its Bar Bay agreement by (i) identifying various possible future scenarios for this agreement, which include the cancellation
of the agreement after its initial seven-year term, and the exercise by the BVI government of the seven-year extension in the agreement;
(ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. We similarly
estimate the cash flows OC-BVI will receive from the BVI government for the amount due under the ruling by the Eastern Caribbean
Court of Appeals for the value of the Baughers Bay plant at the date it was transferred to the BVI government by assigning probabilities
to different valuation scenarios. The resulting probability-weighted sum represents the expected cash flows, and our best estimate
of future cash flows, to be derived by OC-BVI from its Bar Bay agreement and the pending court award.
The identification of the possible scenarios
for the Bar Bay plant agreement and the Baughers Bay plant valuation, the projections of cash flows for each scenario, and the
assignment of relative probabilities to each scenario all represent significant estimates made by us. While we use our best judgment
in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning relative probabilities
to each scenario, these estimates are by their nature highly subjective and are also subject to material change by our management
over time based upon new information or changes in circumstances.
During the fourth quarter of 2013, after
reassessing what we believe will be the future demand for water in Tortola, British Virgin Islands, and the probable sources the
BVI government will utilize to meet this demand, we determined it appropriate to modify the projections of cash flows for OC-BVI
that we use to estimate the fair value of our investment in OC-BVI by increasing (from those used in prior years) the probabilities
assigned to those scenarios that result in a lower supply of water or revenue stream from the Bar Bay plant. Based on these current
estimates of OC-BVI’s cash flows and our resulting estimate of the fair value of our investment in OC-BVI, we determined
that the carrying value of our investment in OC-BVI exceeded its fair value and recorded an impairment loss on this investment
of $200,000. The resulting carrying values of our investment in OC-BVI of approximately $6.0 million and $6.6 million as of September
30, 2014 and December 31, 2013, respectively, are based upon the assumptions that the BVI government will honor its obligations
under the Bar Bay agreement and (on a probability-weighted basis) that the BVI government will exercise its option to extend the
Bar Bay agreement for seven years beyond its initial term, which expires in 2017.
The $6.0 million carrying value of our
investment in OC-BVI as of September 30, 2014 exceeds our underlying equity in OC-BVI’s net assets by approximately $2.8
million. We account for this excess as goodwill. The BVI government is OC-BVI’s sole customer and substantially all of OC-BVI’s
revenues are generated from its Bar Bay plant. As the Bar Bay agreement matures and OC-BVI receives (or is determined by the court
to not be entitled to receive) the pending court award amount assumed due for the value of the Baughers Bay plant, OC-BVI’s
expected future cash flows, and therefore its fair value computed under the discounted cash flow method, will decrease. Unless
OC-BVI obtains an expansion or other modification of its Bar Bay agreement that results in a significant increase in the estimated
future cash flows from its Bar Bay plant, we will be required to record impairment losses in future periods to reduce the carrying
value of our investment in OC-BVI to its then current fair value. These impairment losses will, in the aggregate, equal the underlying
$2.8 million in goodwill reflected in the carrying value of our investment in OC-BVI and could have a material adverse effect on
our earnings and consolidated statement of operations.
Goodwill and intangible assets.
Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired
in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized, but are
tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated
useful lives to their estimated residual values and reviewed periodically for impairment. We evaluate the possible impairment of
goodwill annually as part of our reporting process for the fourth quarter of each fiscal year. Management identifies our reporting
units and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing
goodwill and intangible assets, to those reporting units. We determine the fair value of each reporting unit and compare the fair
value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value
of the reporting unit, we are required to perform the second step of the impairment test, as this is an indication that the reporting
unit goodwill may be impaired. In this step, we compare the implied fair value of the reporting unit goodwill with the carrying
amount of the reporting unit goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting
unit to all the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price
allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the implied
fair value is less than its carrying amount, the impairment loss is recorded.
For the years ended December 31, 2013 and
2012, we estimated the fair value of our reporting units by applying the discounted cash flow method, the subject company stock
price method, the guideline public company method, the mergers and acquisitions method and, on an exception basis and where necessary
and appropriate, the net asset value method.
The discounted cash flow method relied
upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value
subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general
economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for
the calculations represented the estimated cost of capital for market participants at the time of each analysis. In preparing these
seven-year projections for our retail unit we (i) identified possible outcomes of our on-going negotiations with the Cayman Islands
government for the renewal of our retail license; (ii) estimated the cash flows associated with each possible outcome; and (iii)
assigned a probability to each outcome and associated estimated cash flows. The weighted average estimated cash flows were then
summed to determine the overall fair value of the retail unit under this method. The possible outcomes used for the discounted
cash flow method for the retail unit included the implementation of a rate of return on invested capital model, the methodology
proposed by Cayman Islands government representatives for the new retail license.
We also estimated the fair value of each
of our reporting units for each of the years in the three-year period ended December 31, 2013 through reference to the quoted market
prices for our Company and guideline companies and the market multiples implied by guideline merger and acquisition transactions.
For the year ended December 31, 2012, we also relied upon net asset values to estimate the fair value of our services unit.
We weighted the fair values estimated for
each of our reporting units under each method and summed such weighted fair values to estimate the overall fair value for each
reporting unit. We changed the relative weightings for 2013 from those used for 2012 to increase the weightings applied to those
methods that resulted in more conservative estimates of fair value. The respective weightings we applied to each method for the
years ended December 31, 2013 and 2012 are as follows:
| |
2013 | | |
2012 | |
Method | |
Retail | | |
Bulk | | |
Services | | |
Retail | | |
Bulk | | |
Services | |
Discounted cash flow | |
| 50 | % | |
| 50 | % | |
| - | | |
| 20 | % | |
| 30 | % | |
| - | |
Subject company stock price | |
| 30 | % | |
| 30 | % | |
| - | | |
| 60 | % | |
| 50 | % | |
| 10 | % |
Guideline public company | |
| 10 | % | |
| 10 | % | |
| - | | |
| 10 | % | |
| 10 | % | |
| - | |
Mergers and acquisitions | |
| 10 | % | |
| 10 | % | |
| - | | |
| 10 | % | |
| 10 | % | |
| - | |
Net asset value | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 90 | % |
| |
| 100 | % | |
| 100 | % | |
| - | | |
| 100 | % | |
| 100 | % | |
| 100 | % |
The fair values we estimated for our retail
and bulk units exceeded their carrying amounts by 39% and 6%, respectively, for the year ended December 31, 2012. The fair value
we estimated for our services unit for the year ended December 31, 2012 was 10% less than its carrying amount. As a result of this
estimate and our subsequent step 2 analysis of the implied fair value of the goodwill recorded for our services unit, we recorded
an impairment charge for the services unit goodwill of $88,717 for the year ended December 31, 2012. The fair values we estimated
for our retail and bulk units exceeded their carrying amounts by 47% and 23%, respectively, for the year ended December 31, 2013.
We also performed an analysis reconciling
the conclusions of value for our reporting units to our market capitalization at October 1, 2013. This reconciliation did not result
in an implied control premium for our Company.
RESULTS OF OPERATIONS
The following discussion and analysis of
our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial
statements and accompanying notes included under Part I, Item 1 of this Quarterly Report and our consolidated financial statements
and accompanying notes included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2013 (“2013 Form
10-K”) and the information set forth under Item 7 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of our 2013 Form 10-K.
Three Months Ended September 30, 2014
Compared to Three Months Ended September 30, 2013
Consolidated Results
Net income attributable to our common stockholders
for the three months ended September 30, 2014 was $1,882,692 ($0.13 per share on a fully-diluted basis) as compared to $908,690
($0.06 per share on a fully-diluted basis) for the three months ended September 30, 2013.
Total revenues for the three months ended
September 30, 2014 increased to $17,021,056 from the $15,438,581 in revenues generated for the three months ended September 30,
2013, due to increases in revenues for the retail and services segments that more than offset a decrease in revenues for the bulk
segment. Gross profit for the three months ended September 30, 2014 was $5,700,315 or 33% of total revenues, as compared to $5,226,885
or 34% of total revenues, for the three months ended September 30, 2013. For further discussion of revenues and gross profit for
the three months ended September 30, 2014, see the “Results by Segment” analysis that follows.
General and administrative (“G&A”)
expenses on a consolidated basis were $3,984,956 and $4,308,851 for the three months ended September 30, 2014 and 2013, respectively.
The primary reason for the decrease in G&A expenses in 2014 was a decrease of approximately $538,000 in the project development
expenses for N.S.C. Agua, S.A. de C.V. (“NSC”), our Mexico subsidiary. In addition, the following expense fluctuations
contributed to the remaining difference in G&A expenses: $145,000 increase in professional fees as a result of consulting services
and $134,000 increase in bank fees due to wire/exchange fees incurred to transfer funds out of The Bahamas to repay intercompany
loans.
Interest income increased to $334,499 for
the three months ended September 30, 2014 from $232,820 for the three months ended September 30, 2013 due to interest on past due
accounts receivables from the Water and Sewerage Corporation of the The Bahamas (“WSC”).
Interest expense for the three months
ended September 30, 2014 and 2013 was $70,515 and $117,242, respectively. The decrease in interest expense for 2014 reflects the
early redemption on February 17, 2014 of the remaining outstanding balance of our bonds payable.
We recognized earnings and profit sharing
on our investment in OC-BVI for the three months ended September 30, 2014 and 2013 of $111,855 and $75,609, respectively.
Results by Segment
Retail Segment:
The retail segment contributed $250,658
to our consolidated income from operations for the three months ended September 30, 2014, as compared to incurring a loss of ($294,089)
for the three months ended September 30, 2013 that reduced our consolidated income from operations.
Revenues generated by our retail water
operations were $5,936,623 and $5,023,591 for the three months ended September 30, 2014 and 2013, respectively. The increase in
retail revenues from 2013 to 2014 resulted primarily from an increase in the total gallons of water sold by our Cayman retail operations
of approximately 17%.
Retail segment gross profit was $2,990,867
(50% of revenues) and $2,362,128 (47% of revenues) for the three months ended September 30, 2014 and 2013, respectively. The slight
increase in retail gross profit as a percentage of sales reflects the increase in water sales, as a significant portion of our
water production expenses are fixed in nature.
Consistent with prior periods, we record
all non-direct G&A expenses in our retail business segment and do not allocate any of these non-direct costs to our other two
business segments. Retail segment G&A expenses for the three months ended September 30, 2014 and 2013 were $2,740,209 and $2,656,217,
respectively. G&A expenses increased from 2013 to 2014 primarily due to an increase of approximately $157,000 in professional
fees that was mostly attributable to consulting services.
Our subsidiary, PT Consolidated Water Bali
(“CW-Bali”), is presently operating a seawater reverse osmosis plant with a productive capacity of approximately 750,000
gallons per day in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. We built this plant based upon our belief that
future water shortages in this area of Bali will eventually enable us to sell all of this plant’s production. We utilized
approximately 34% of this plant’s capacity during the three months ended September 30, 2014 selling to customers on a month-to-month
basis. As of September 30, 2014, capitalized costs for this plant reflected on our consolidated balance sheet were approximately
$3.4 million. The revenues we generated from this plant amounted to approximately $214,000 and $67,000 for the three months ended
September 30, 2014 and 2013, respectively. CW-Bali’s operating losses were approximately ($46,000) and ($57,000) for the
three months ended September 30, 2014 and 2013, respectively.
Bulk Segment:
The bulk segment contributed $2,282,396
and $2,586,589 to our consolidated income from operations for the three months ended September 30, 2014 and 2013, respectively.
Bulk segment revenues decreased to $9,905,723
for the three months ended September 30, 2014 as compared to $10,239,552 for the three months ended September 30, 2013. The drop
in our bulk water revenues in 2014 is attributable to our Bahamas operations, which generated approximately $981,000 less in revenues
in 2014 than in 2013 offset by a $615,000 increase in our Cayman operations. The revenue decrease for our Bahamas operations resulted
from a decrease in the volume of water sold (primarily from our Blue Hills plant) to the WSC. In 2013, the WSC purchased water
volumes from our Blue Hills plant that were significantly higher than the minimum amounts they were required to purchase under
the water supply agreement for this plant. However, as a result of water conservation and loss mitigation efforts it has conducted
since that time, the WSC has reduced the amount of water lost by its distribution system and consequently decreased the volume
of water purchased from our Blue Hills plant in 2014, but continued to purchase more than the contract minimum amount.
Bulk segment gross profit was $2,792,684
(28% of revenues) and $2,959,401 (29% of revenues) for the three months ended September 30, 2014 and 2013, respectively. The decrease
in gross profit dollars from 2013 to 2014 resulted from the decrease in revenues. Gross profit as a percentage of sales remained
relatively consistent from 2013 to 2014 despite the decrease in revenues because the water sales made in 2013 by our Bahamas operation
that exceeded the contractual minimum for the Blue Hills plant generated relatively small gross profits.
Bulk segment G&A expenses were $510,288
and $372,812 for the three months ended September 30, 2014 and 2013, respectively. The increase is primarily due to a $134,000
increase in banking fees resulting from wire/exchange fees incurred to transfer funds out of The Bahamas to repay intercompany
loans.
We supplied the aggregate amount of water
contracted by the WSC under the water supply agreement for our Windsor plant in July 2013, at which time such agreement, which
was scheduled to expire, was extended on a month-to-month basis. See further discussion of the Windsor plant at “Material
Commitments, Expenditures and Contingencies.”
Services Segment:
The services segment incurred losses from
operations of ($817,695) and ($1,374,466) for the three months ended September 30, 2014 and 2013, respectively. We expect our services
segment to continue to incur losses from operations while we continue to fund the project development activities of NSC and/or
until such time as we obtain significant new management services agreements or plant construction contracts.
Services segment revenues were $1,178,710
and $175,438 for the three months ended September 30, 2014 and 2013, respectively. Services revenues increased from 2013 to 2014
due to construction revenues generated from our contracts with the Water Authority-Cayman to refurbish their Lower Valley plant
and build a plant on Cayman Brac.
Our services segment generated a negative
gross profit of ($83,236) and ($94,644) for the three months ended September 30, 2014 and 2013, respectively. The increase in gross
profit for 2014 resulted from an increase in sales of consumables stock to OC-BVI.
G&A expenses for the services segment
were $734,459 and $1,279,822 for the three months ended September 30, 2014 and 2013, respectively. The decrease in G&A expenses
for 2014 as compared to 2013 reflects a decrease of approximately $538,000 in the project development expenses for NSC.
Nine Months Ended September 30, 2014 Compared to Nine Months
Ended September 30, 2013
Consolidated Results
Net income attributable to our common stockholders
for the nine months ended September 30, 2014 was $5,297,294 ($0.36 per share on a fully-diluted basis) as compared to $7,504,542
($0.51 per share on a fully-diluted basis) for the nine months ended September 30, 2013. The decrease in net income in 2014 from
2013 resulted from (i) the higher earnings we recognized in 2013 on our equity investment in OC-BVI, due to OC-BVI’s receipt
of a litigation award; and (ii) higher development expenses in 2014 for NSC.
Total revenues for the nine months ended
September 30, 2014 increased slightly to $50,301,498 from the $48,563,158 in revenues generated for the nine months ended September
30, 2013, due to increases in revenues for the retail and services segments. Gross profit for the nine months ended September 30,
2014 was $18,040,786 or 36% of total revenues, as compared to $17,844,913, or 37% of total revenues, for the nine months ended
September 30, 2013. For further discussion of revenues and gross profit for the nine months ended September 30, 2014, see the “Results
by Segment” analysis that follows.
General and administrative (“G&A”)
expenses on a consolidated basis were $13,108,750 and $11,472,549 for the nine months ended September 30, 2014 and 2013, respectively.
The increase in G&A expenses is primarily due to an increase of approximately $1.0 million in project development expenses
incurred by NSC, an increase of approximately $407,000 in professional fees as a result of additional legal fees incurred for the
judicial review conducted in connection with our retail license negotiations and incremental consulting services, and an increase
of approximately $137,000 in employee costs due to base salary increases.
Interest income increased to $874,203 for
the nine months ended September 30, 2014 from $582,704 for the nine months ended September 30, 2013 due to interest on past due
accounts receivables from the WSC.
Interest expense for the nine months ended
September 30, 2014 and 2013 was $413,783 and $374,512, respectively. The increase in interest expense for 2014 reflects the prepayment
premium paid for the early redemption in February 2014 of the remaining outstanding balance on our bonds payable and the amortization
of the related bond discount and deferred issuance costs.
We recognized earnings and profit sharing
on our investment in OC-BVI for the nine months ended September 30, 2014 and 2013, of $302,809 and $1,254,913, respectively. The
additional earnings and profit sharing we recognized in 2013 from this equity investment 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. See further discussion of this litigation at Note 6 of the Notes to Condensed Consolidated Financial Statements
included at “ITEM 1. FINANCIAL STATEMENTS” of this Quarterly Report.
Results by Segment
Retail Segment:
The retail segment contributed $1,080,496
and $1,264,834 to our income from operations for the nine months ended September 30, 2014 and 2013, respectively.
Revenues generated by our retail water
operations increased to $18,548,841 for the nine months ended September 30, 2014 as compared to $17,598,200 for the nine months
ended September 30, 2013, due to a 4% increase in the volume of water sold by our Cayman retail operations.
Retail segment gross profit was $9,552,226
(51% of revenues) and $9,231,809 (52% of revenues) for the nine months ended September 30, 2014 and 2013, respectively.
Consistent with prior periods, we record
all non-direct G&A expenses in our retail business segment and do not allocate any of these non-direct costs to our other two
business segments. Retail segment G&A expenses for the nine months ended September 30, 2014 and 2013 were $8,471,730 and $7,966,975,
respectively. G&A expenses increased from 2013 to 2014 primarily due to an increase of $113,000 in employee costs due to base
salary increases and an increase of $446,000 in professional fees primarily due to additional legal fees incurred for the judicial
review conducted in connection with our retail license negotiations and incremental consulting services.
CW-Bali is presently operating a seawater
reverse osmosis plant with a productive capacity of approximately 750,000 gallons per day in Nusa Dua, one of the primary tourist
areas of Bali, Indonesia. We built this plant based upon our belief that future water shortages in this area of Bali will eventually
enable us to sell all of this plant’s production. We utilized approximately 16% of this plant’s capacity during the
nine months ended September 30, 2014, selling to customers on a month-to-month basis. As of September 30, 2014, capitalized costs
for this plant reflected on our consolidated balance sheet were approximately $3.4 million. The revenues we generated from this
plant amounted to approximately $311,000 and $88,000 for the nine months ended September 30, 2014 and 2013, respectively. CW-Bali’s
operating losses were approximately ($288,000) and ($182,000) for the nine months ended September 30, 2014 and 2013, respectively.
Bulk Segment:
The bulk segment contributed $7,440,494
and $7,607,884 to our income from operations for the nine months ended September 30, 2014 and 2013, respectively.
Bulk segment revenues decreased to $29,831,653
for the nine months ended September 30, 2014 as compared to $30,258,814 for the nine months ended September 30, 2013. The drop
in our bulk water revenues in 2014 is attributable to our Bahamas operations, which generated approximately $1.7 million less
in revenues in 2014 than in 2013 offset by a $1.2 million increase in our Cayman operations. The revenue decrease for our Bahamas
operations resulted from a decrease in the volume of water sold (primarily from our Blue Hills plant) to the WSC. In 2013, the
WSC purchased water volumes from our Blue Hills plant that were significantly higher than the minimum amounts they were required
to purchase under the water supply agreement for this plant. However, as a result of water conservation and loss mitigation efforts
it has conducted since that time, the WSC has significantly reduced the amount of water lost by its distribution system and consequently
decreased the volume of water purchased from our Blue Hills plant in 2014, but continued to purchase more than the contract minimum
amount. The decrease in the revenues from our Bahamas operations was partially mitigated by an increase in revenues from our Cayman
bulk operations of approximately $1.2 million as a result of a 22% rise in the volume of water sold.
Bulk segment gross profit was $8,711,155
(29% of revenues) and $8,743,905 (29% of revenues) for the nine months ended September 30, 2014 and 2013, respectively. The gross
profit dollars and in gross profit as a percentage of sales from 2013 to 2014 remained consistent due to greater gross profit for
our Cayman bulk operations which offset a lower gross profit for our Bahamas bulk operations.
Bulk segment G&A expenses were $1,270,661
and $1,136,021 for the nine months ended September 30, 2014 and 2013, respectively. The increase in bulk G&A expenses for 2014
is primarily due to an increase in banking fees resulting from wire/exchange fees incurred to transfer funds out of The Bahamas
to repay intercompany loans.
We supplied the aggregate amount of water
contracted by the WSC under the water supply agreement for our Windsor plant in July 2013, at which time such agreement expired
and was extended on a month-to-month basis. See further discussion of the Windsor plant at “Material Commitments, Expenditures
and Contingencies.”
Services Segment:
The services segment incurred losses from
operations of ($3,588,954) and ($2,500,354) for the nine months ended September 30, 2014 and 2013, respectively. We expect our
services segment to continue to incur losses from operations while we continue to fund the project development activities of NSC
and/or until such time as we obtain significant new management services or plant construction contracts.
Services segment revenues were $1,921,004
and $706,144 for the nine months ended September 30, 2014 and 2013, respectively. Services revenues increased from 2013 to 2014
due to construction revenues generated from our contracts with the Water Authority-Cayman to refurbish their Lower Valley plant
and build a plant on Cayman Brac.
Our services segment generated a negative
gross profit of ($222,595) and ($130,801) for the nine months ended September 30, 2014 and 2013, respectively. The reduction in
gross profit for 2014 resulted from higher engineering expenses and a decline in sales of consumables stock to OC-BVI.
G&A expenses for the services segment
were $3,366,359 and $2,369,553 for the nine months ended September 30, 2014 and 2013, respectively. The increase in G&A expenses
for 2014 as compared to 2013 reflects an increase of approximately $1.0 million in the project development activities of NSC attributable
to a $1.0 million payment on an option agreement to purchase the shares in NSC held by one of its shareholders and a $350,000 payment
made to reimburse a construction contractor for pilot testing and water monitoring activities conducted by the contractor on behalf
of NSC. Such reimbursement was required due to NSC’s decision not to extend a memorandum of understanding with this contractor.
See further discussion of these two payments at Note 7 of the Notes to Condensed Consolidated Financial Statements included at
“ITEM 1. FINANCIAL STATEMENTS” of this Quarterly Report.
FINANCIAL CONDITION
The significant changes in the consolidated
balance sheet as of September 30, 2014 as compared to December 31, 2013 result from the reduction in the accounts receivable for
our Bahamas operations and the purchase of land by our Mexico subsidiary, NSC.
During May 2014, June 2014 and September
2014, the WSC made significant incremental payments to reduce the past due amounts it owed to CW-Bahamas. As a result, CW-Bahamas’
accounts receivable decreased by approximately $6.6 million from December 31, 2013 to September 30, 2014. A portion of these funds
were invested in the $5.0 million certificate of deposit reflected on our September 30, 2014 consolidated balance sheet.
During May 2014, we paid $17.4 million
to complete the land purchases for NSC’s development project in Mexico, in the process satisfying the $10,050,000 land purchase
obligation reported on our December 31, 2013 consolidated balance sheet. 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.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Position
Our projected liquidity requirements for
the remainder of 2014 include capital expenditures for our existing operations of approximately $2.5 million, $500,000 for debt
service on our demand loan payable and approximately $550,000 for NSC’s project development activities. Our liquidity requirements
for the rest of 2014 may also include quarterly dividends, if such dividends are declared by our Board. Our dividend payments amounted
to approximately $4.4 million for the year ended December 31, 2013 and approximately $3.5 million for the nine months ended September
30, 2014.
During May 2014, we obtained new financing
(the proceeds from which were used to fund NSC’s land purchases in May 2014) in the form of a $10.0 million demand loan payable.
Assuming the loan is not called by the lender, payments on this loan are due quarterly under a five year amortization schedule
with the remaining principal balance due after two years. This loan bears interest at LIBOR plus 1.5%. The outstanding balance
on this demand loan payable was $9.5 million as of September 30, 2014.
As of September 30, 2014, we had cash and
cash equivalents of approximately $33.6 million and working capital of approximately $41.2 million. We are not presently aware
of anything that would lead us to believe that we will not have sufficient liquidity to meet our needs for 2014 and thereafter.
Material Commitments, Expenditures and Contingencies
Renewal of Retail License
We sell water through our retail operations
under a license issued in July 1990 by the Cayman Islands government that grants Cayman Water the exclusive right to provide potable
water to customers within its licensed service area. As discussed below, this license was set to expire in July 2010 but has since
been extended while negotiations for a new license take place. Pursuant to the license, we have the exclusive right to produce
potable water and distribute it by pipeline to our licensed service area which consists of two of the three most populated areas
of Grand Cayman, the Seven Mile Beach and West Bay areas. For the three months ended September 30, 2014 and 2013, we generated
approximately 34% and 32%, respectively, of our consolidated revenues and 52% and 45%, respectively, of our consolidated gross
profits from the retail water operations conducted pursuant to our exclusive license. For the nine months ended September 30,
2014 and 2013, we generated approximately 36% and 36%, respectively, of our consolidated revenues and approximately 54% and 52%,
respectively, of our consolidated gross profits from these retail water operations. If we are not in default of any of its terms,
this license provides us with the right of first refusal to renew the license on terms that are no less favorable than those that
the government offers to any third party.
Under our license, we pay a royalty to
the government of 7.5% of our gross retail water sales revenues (excluding energy adjustments). The selling prices of water sold
to our customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume
of water purchased. The license provides for an automatic adjustment for inflation or deflation on an annual basis, subject to
temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The Water Authority-Cayman
(“WAC”), on behalf of the government, reviews and confirms the calculations of the price adjustments for inflation
and electricity costs. If we want to adjust our prices for any reason other than inflation or electricity costs, we have to request
prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments are referred to arbitration.
Our last price increase, requested in June 1985, was granted in full.
The 1990 License was scheduled to expire
in July 2010 but has been extended several times by the Cayman Islands government in order to provide the parties with additional
time to negotiate the terms of a new license agreement. On July 15, 2014, the 1990 License was extended through December 31, 2014.
In February 2011, the Water (Production
and Supply) Law, 2011 (which replaces the Water (Production and Supply) Law (1996 Revision)) and the Water Authority (Amendment)
Law, 2011 (the “New Laws”) were published and are now in full force and effect. Under the New Laws, the WAC would issue
any new license which could include a rate of return on invested capital model described below.
We have been advised in correspondence
from the Cayman Islands government and the WAC that: (i) the WAC is now the principal negotiator, and not the Cayman Islands government,
in these license negotiations, and (ii) the WAC has determined that a rate of return on invested capital model (“RCAM”)
is in the best interest of the public and the Company’s customers. RCAM is the rate model currently utilized in the electricity
transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. We have
advised the Cayman Islands government that we disagree with its position on these two issues.
In July 2012, in an effort to resolve several
issues relating to our retail license renewal negotiations, we filed an Application for Leave to Apply for Judicial Review (the
“Application”) with the Grand Court of the Cayman Islands (the “Court”), seeking declarations that: (i)
certain provisions of the Water Authority (Amendment) Law, 2011 and the Water (Production and Supply) Law, 2011, appear to be incompatible
and a determination as to how those provisions should be interpreted, (ii) the WAC’s roles as the principal license negotiator,
statutory regulator and our competitor put the WAC in a position of hopeless conflict, and (iii) the WAC’s decision to replace
the rate structure under our current exclusive license with RCAM was predetermined and unreasonable.
Throughout the course of the license renewal
negotiations, we have objected to the use of RCAM on the basis that we believe such a model would not promote the efficient operation
of our water utility and could ultimately increase water rates to our customers.
In October 2012, we were notified that
the Court agreed to consider the issues raised in the Application. As a result, our Company, the Cayman Islands government and
the WAC would have the opportunity to present their positions to the Court in a trial proceeding.
The hearing for this judicial review was
held on April 1, 2014. Prior to the commencement of the hearing, the parties agreed that the Court should solely be concerned with
the interpretation of the statutory provisions. As part of this agreement, the WAC agreed to consider our submissions on the RCAM
model and/or alternative models of pricing. These submissions were made to WAC on June 9, 2014. We received a letter from WAC dated
September 11, 2014 which fully rejected our submissions and stated that they intend to provide us with a draft RCAM license in
due course.
In June 2014, the Court determined that:
(i) the renewal of the 1990 License does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate
with us for the renewal of the 1990 License. As a result of the Court’s ruling, we expect to recommence license negotiations
with the WAC in the near future.
If we do not ultimately enter into a new
license agreement and no other party is awarded a license, we expect to be permitted to continue to supply water to our service
area.
It is possible that the Cayman Islands
government could offer a third party a license to service some or all of our present service area. In such event, we may assume
the license offered to the third party by exercising its right of first refusal. However, the terms of any new license agreement
may not be as favorable to us as the terms under which we are presently operating and could materially reduce the operating income
and cash flows we have historically generated from our retail license and could require us to record an impairment charge to reduce
the $3,499,037 carrying value of our goodwill. Such impairment charge could have a material adverse impact on our results of operations.
We are presently unable to determine what
impact the resolution of this matter will have on our cash flows, financial condition or results of operations.
NSC Agua
In May 2010, we acquired, through our wholly-owned
Netherlands subsidiary, Consolidated Water Cooperatief, U.A., (“Cooperatief”) a 50% interest in N.S.C. Agua, S.A. de
C.V. (“NSC”), a development stage Mexican company. We have since purchased, through the conversion of a loan we made
to NSC, sufficient shares to raise our ownership interest in NSC to 99.9%. NSC was formed to pursue a project encompassing the
construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be
located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water infrastructure
and the U.S. border. We believe such a project can be successful due to what we anticipate will be a growing need for a new potable
water supply for the areas of northern Baja California, Mexico and Southern California, United States of America (“U.S.”).
To complete this project, NSC engaged engineering
groups with extensive regional and/or technical experience to prepare preliminary designs and cost estimates for the desalination
plant and the proposed pipeline and prepare the environmental impact studies for local, state and federal regulatory agencies.
NSC also conducted an equipment piloting plant and water data collection program at the proposed feed water source under a Memorandum
of Understanding (the “EPC MOU”) with a global engineering, procurement and construction contractor for large seawater
desalination plants. NSC is presently seeking contracts with proposed customers in Mexico and the U.S. for the sale of the desalinated
water from the project. NSC will be required to accomplish various additional steps before it can commence construction of the
plant and pipeline including, but not limited to, obtaining approvals and permits from various governmental agencies in Mexico,
securing contracts with its proposed customers to sell water in sufficient quantities and at prices that make the project financially
viable, and obtaining equity and debt financing for the project. NSC’s potential customers will also be required to obtain
various governmental permits and approvals in order to purchase water from NSC.
If this project is completed, we expect
to participate in the long term operation of the plant and pipeline and also expect to retain a minority ownership position
in the project.
In February 2012, we entered into an agreement
(the “Option Agreement”) that provided us with an option, exercisable through February 7, 2014, to purchase the
shares of one of the other shareholders of NSC, along with an immediate power of attorney to vote those shares, for $1.0 million.
Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to
Cooperatief by issuing additional shares of its stock. As a result of this share issuance to Cooperatief, we acquired 99.9% of
the ownership of NSC. The Option Agreement contained an anti-dilution provision that required us to issue new shares in NSC of
an amount sufficient to maintain the other shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were
issued subsequent to the execution of the Option Agreement and (ii) we did not exercise our share purchase option by February 7,
2014. We exercised our option and purchased the Option Agreement shares in February 2014.
NSC entered into a purchase contract for
8.1 hectares of land on which the proposed plant would be constructed and in 2012 obtained an extension of this purchase contract
through May 15, 2014 in exchange for prepayments of (i) $500,000 paid at signing of the extension and (ii) a further $500,000 paid
in May 2013. NSC paid $7.4 million in May 2014 to complete this land purchase. In 2013, NSC purchased an additional 12 hectares
of land for the project for $12 million, of which $2 million was paid. NSC paid the remaining $10 million balance for this land
purchase on May 15, 2014.
Under the EPC MOU, the contractor installed
and operated an equipment piloting plant and collected water quality data from the proposed feed water source site in Rosarito
Beach, Baja California, Mexico. The EPC MOU required that NSC negotiate exclusively with the contractor for the construction of
the 100 million gallon per day seawater reverse osmosis desalination plant, and further required payment by NSC to the contractor
of up to $500,000 as compensation for the operation and maintenance of the equipment piloting plant should NSC not award the engineering,
procurement and construction contract for the project to the contractor. This first phase of the pilot plant testing program was
completed in October 2013. NSC has decided not to extend the EPC MOU beyond its February 2014 expiration date and NSC paid the
contractor $350,000 during the three months ended March 31, 2014 as compensation for the operation and maintenance of the pilot
plant. NSC has implemented additional sampling protocols to comply with regulatory requirements in the U.S. and Mexico, and is
also coordinating with regulators to assess the need, if any, for further process piloting.
In November 2012, NSC signed a letter of
intent with Otay Water District in Southern California to deliver no less than 20 million and up to 40 million gallons of water
per day from the plant to the Otay Water District at the border between Mexico and the U.S.
NSC has entered into a 20-year lease, effective
November 2012, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans
to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at
an amount that is currently equivalent to approximately $20,000 per month. This lease is cancellable should NSC ultimately not
proceed with the project.
We include the accounts of NSC in our consolidated
financial statements. Included in our consolidated results of operations are general and administrative expenses from NSC, consisting
of organizational, legal, accounting, engineering, consulting and other costs relating to NSC’s project development activities.
Such expenses amounted to $693,586 and $1,231,419 for the three months ended September 30, 2014 and 2013, respectively, and $3,244,002
and $2,223,291 for the nine months ended September 30, 2014 and 2013, respectively. The assets and liabilities of NSC included
in the consolidated balance sheets amounted to approximately $21.8 million and $163,000, respectively, as of September 30, 2014
and approximately $13.7 million and $10.3 million, respectively, as of December 31, 2013.
In August 2014, the State of Baja California
enacted new legislation to regulate Public-Private Association projects which involve a long-term contract between a public sector
authority and a private party such as the contract NSC is willing to enter into in order to develop its desalination plant and
pipeline project. Under this new legislation, NSC may submit an unsolicited proposal for its project to Comisión Estatal
de Servicios Públicos de Tijuana (“CESPT”) or to such other entity that Baja California’s government
designates as competent for this purpose (the “Contracting Authority”). If the Contracting Authority deems the project
feasible and the Public-Private Association Projects State Committee grants its authorization, the Contracting Authority is required
to conduct a public tender process for the project. We presently cannot determine if the Contracting Authority will deem the project
feasible or, if a public tender process is commenced, when such process will be completed or whether NSC will be awarded the project.
Presently, we estimate that we will expend
approximately $550,000 during the remainder of 2014 for NSC’s project development activities. We also expect to incur project
development costs on behalf of NSC in 2015 to submit the unsolicited proposal to CESPT and, if such proposal is successful, to
complete the site piloting plant activities, securing feed water and power supplies, completing the engineering and feasibility
studies, negotiating customer contracts, obtaining the required rights-of-way and regulatory permits and arranging the project
financing.
Despite the expenditures we have made and
the activities we have completed to date, we may ultimately be unsuccessful in our efforts to complete this project.
The Mexico tax authority, the Servicio
de Administracion Tributaria (“SAT”), has assessed NSC 3,184,745 Mexican pesos for taxes relating to payments to foreign
vendors on which the SAT contends should have been subject to income tax withholdings during NSC’s 2011 tax year. The SAT
has also assessed NSC 1,639,001 Mexican pesos in penalties and 913,711 Mexican pesos in surcharges on these payments bringing
the total assessment to 5,737,457 Mexican pesos. Such assessment is equivalent to approximately $426,000 as of September 30, 2014
based upon the exchange rate between the US$ and the Mexican peso as of that date.
NSC has retained the assistance of Mexican
tax advisers in this matter and believes the assumptions and related work performed by the SAT do not support their tax assessment.
As a result, NSC has elected to contest this assessment in Mexico federal tax court. NSC was required to provide an irrevocable
letter of credit in the amount of 6,712,634 Mexican pesos as collateral in connection with this tax case. The letter of credit
amount includes 975,177 Mexican pesos in additional charges calculated by the SAT to adjust the value of the original assessment
to its potential future value at the time when the matter is settled by the tax court.
The restricted cash balance of $498,929
included in the accompanying September 30, 2014 consolidated balance sheet represents cash on deposit with a bank to secure payment
of the irrevocable letter of credit.
We are presently unable to determine what
amount, if any, of this assessment NSC will ultimately be required to pay by the Mexico federal tax court. Consequently, no provision
for this potential liability has been made in our financial statements. Furthermore, if the Mexico federal tax court upholds the
assessment made by the SAT for NSC’s 2011 tax year, the SAT may seek to levy an assessment on payments of a similar nature
made by NSC during tax years subsequent to 2011.
CW-Belize
By Statutory Instrument No. 81 of 2009,
the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration
Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws
of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the
rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint
from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied
for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint
Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission
to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest
reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit
an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify
the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the
current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum
number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for
certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has
been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the matter could
be heard by the Belize courts. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing
on November 29, 2012. The ruling on this case is pending. We are presently unable to determine what impact the outcome of this
matter will have on our results of operations, financial position or cash flows, and as a result, no provision for any possible
loss resulting from the resolution of this contingency has been made in the financial statements.
Transfers of U.S. dollars from CW-Belize
to our other subsidiaries require authorization in advance from the Central Bank of Belize.
Windsor plant
Our subsidiary CW-Bahamas provides bulk
water to the WSC, which distributes the water through its own pipeline system to residential, commercial and tourist properties
on the Island of New Providence. Pursuant to a water supply agreement, we are required to provide the WSC with at least 16.8 million
gallons per week of potable water from our Windsor plant, and the WSC has contracted to purchase at least that amount from us on
a take-or-pay basis. This water supply agreement was scheduled to expire when we delivered the total amount of water required under
the agreement in July 2013 but has been extended on a month-to-month basis.
At the conclusion of the agreement, the
WSC has the option to (i) extend the agreement for an additional five years at a rate to be negotiated; (ii) exercise a right of
first refusal to purchase any materials, equipment and facilities that CW-Bahamas intends to remove from the site at a purchase
price to be negotiated; or (iii) require CW-Bahamas to remove all materials, equipment and facilities from the site. At the request
of the government of The Bahamas, we continue to operate and maintain the Windsor plant on a month-to-month basis to provide the
government of The Bahamas with additional time to decide whether or not it will extend CW-Bahamas’ water supply agreement
for the Windsor plant on a long term basis. We are presently unable to determine if CW-Bahamas’ water supply agreement for
its Windsor plant will be further extended or, if extended, on what terms. CW-Bahamas generated approximately $1.5 million and
$1.9 million in revenues during the three months ended September 30, 2014 and 2013, respectively, and approximately $4.8 million
and $5.5 million in revenues during the nine months ended September 30, 2014 and 2013, respectively, from the operation of the
Windsor plant.
Dividends
| · | On January 31, 2014, we paid a dividend of $0.075 to shareholders of record on January 1, 2014. |
| · | On April 30, 2014, we paid a dividend of $0.075 to shareholders of record on April 1, 2014. |
| · | On July 31, 2014, we paid a dividend of $0.075 to shareholders of record on July 1, 2014. |
| · | On August 19, 2014, our Board declared a dividend of $0.075 payable on October 31, 2014 to shareholders of record on October
1, 2014. |
We have paid dividends to owners of our
common shares and redeemable preference shares since we began declaring dividends in 1985. Our payment of any future cash dividends
will depend upon our earnings, financial condition, cash flows, capital requirements and other factors our Board deems relevant
in determining the amount and timing of such dividends.
Dividend Reinvestment and Common Stock Purchase Plan
This program is available to our shareholders,
who may reinvest all or a portion of their common stock cash dividends into shares of common stock at prevailing market prices
and may also invest optional cash payments to purchase additional shares at prevailing market prices as part of this program.
Impact of Inflation
Under the terms of our Cayman Islands license
and our water sales agreements in Belize, Bahamas and the British Virgin Islands, our water rates are automatically adjusted for
inflation on an annual basis, subject to temporary exceptions. We, therefore, believe that the impact of inflation on our gross
profit, measured in consistent dollars, will not be material. However, significant increases in items such as fuel and energy costs
could create additional credit risks for us, as our customers’ ability to pay our invoices could be adversely affected by
such increases.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
There have been no material changes in
our exposure to market risk from December 31, 2013 to the end of the period covered by this report.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, with the
participation of its principal executive officer and principal financial and accounting officer, the effectiveness of its disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal
financial and accounting officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure
controls and procedures were effective.
Changes in Internal Controls
There were no changes in the Company’s
internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during
the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS
Our business faces significant risks.
These risks include those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as
supplemented by the additional risk factors included below. If any of the events or circumstances described in the referenced risks
actually occurs, our business, financial condition or results of operations could be materially adversely affected and such events
or circumstances could cause our actual results to differ materially from the results contemplated by the forward-looking statements
contained in this report. These risks should be read in conjunction with the other information set forth in this Quarterly Report
as well as in our Annual Report on Form 10-K for the year ended December 31, 2013 and in our other periodic reports on Form 10-Q
and Form 8-K.
Our exclusive license to provide potable
water to retail customers in the Cayman Islands may not be renewed in the future.
We sell water through our retail operations
under a license issued in July 1990 by the Cayman Islands government that grants Cayman Water the exclusive right to provide potable
water to customers within its licensed service area. As discussed below, this license was set to expire in July 2010 but has since
been extended while negotiations for a new license take place. Pursuant to the license, we have the exclusive right to produce
potable water and distribute it by pipeline to our licensed service area which consists of two of the three most populated areas
of Grand Cayman, the Seven Mile Beach and West Bay areas. For the three months ended September 30, 2014 and 2013, we generated
approximately 34% and 32%, respectively, of our consolidated revenues and 52% and 45%, respectively, of our consolidated gross
profits from the retail water operations conducted pursuant to our exclusive license. For the nine months ended September 30,
2014 and 2013, we generated approximately 36% and 36%, respectively, of our consolidated revenues and approximately 54% and
52%, respectively, of our consolidated gross profits from these retail water operations. If we are not in default of any of its
terms, this license provides us with the right of first refusal to renew the license on terms that are no less favorable than
those that the government offers to any third party.
This license was scheduled to expire in
July 2010 but has been extended several times by the Cayman Islands government in order to provide the parties with additional
time to negotiate the terms of a new license agreement. On July 14, 2014, the 1990 License was extended through December 31, 2014.
In February 2011, the Water (Production
and Supply) Law, 2011 (which replaces the Water (Production and Supply) Law (1996 Revision)) and the Water Authority (Amendment)
Law, 2011 (the “New Laws”) were published and are now in full force and effect. Under the New Laws, the Water Authority-Cayman
(“WAC”) would issue any new license which could include a rate of return on invested capital model described below.
We have been advised in correspondence
from the Cayman Islands government and the WAC that: (i) the WAC is now the principal negotiator, and not the Cayman Islands government,
in these license negotiations, and (ii) the WAC has determined that a rate of return on invested capital model (“RCAM”)
is in the best interest of the public and the Company’s customers. RCAM is the rate model currently utilized in the electricity
transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. We have
advised the Cayman Islands government that we do not agree with its position on the two issues.
In July 2012, in an effort to resolve several
issues relating to our retail license renewal negotiations, we filed an Application for Leave to Apply for Judicial Review (the
“Application”) with the Grand Court of the Cayman Islands (the “Court”), seeking declarations that: (i)
certain provisions of the Water Authority Law, 2011 and the Water (Production and Supply) Law, 2011, appear to be incompatible
and a determination as to how those provisions should be interpreted, (ii) the WAC’s roles as the principal license negotiator,
statutory regulator and our competitor put the WAC in a position of hopeless conflict, and (iii) the WAC’s decision to replace
the rate structure under our current exclusive license with RCAM was predetermined and unreasonable.
Throughout the course of the retail license
renewal negotiations, we have objected to the use of RCAM on the basis that we believe such a model would not promote the efficient
operation of our water utility and could ultimately increase water rates to our customers.
In October 2012, we were notified that
the Court agreed to consider the issues raised in the Application. As a result, our Company, the Cayman Islands government and
the WAC would have the opportunity to present their positions to the Court in a trial proceeding.
The hearing for this judicial review was
held on April 1, 2014. Prior to the commencement of the hearing, the parties agreed that the Court should solely be concerned with
the interpretation of the statutory provisions. As part of this agreement, the WAC agreed to consider our submissions on the RCAM
model and/or alternative models of pricing. These submissions were made to WAC on June 9, 2014. We received a letter from WAC dated
September 11, 2014 which fully rejected our submissions and stated that they intend to provide us with a draft RCAM license in
due course.
In June 2014, the Court determined that:
(i) the renewal of the 1990 License does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate
with us for the renewal of the 1990 License. As a result of the Court’s ruling, we expect to recommence license negotiations
with the WAC in the near future.
If we do not ultimately enter into a new
license agreement and no other party is awarded a license, we expect to be permitted to continue to supply water to our service
area.
It is possible that the Cayman Islands
government could offer a third party a license to service some or all of our present service area. In such event, we may assume
the license offered to the third party by exercising its right of first refusal. However, the terms of any new license agreement
may not be as favorable to us as the terms under which we are presently operating and could materially reduce the operating income
and cash flows we have historically generated from our retail license and could require us to record an impairment charge to reduce
the $3,499,037 carrying value of our goodwill. Such impairment charge could have a material adverse impact on our results of operations.
We are presently unable to determine what
impact the resolution of this matter will have on our cash flows, financial condition or results of operations.
We have spent approximately $34.5 million
to fund the development costs for a possible project in Mexico and expect to expend significant additional funds in the future
to continue to pursue this project. However, we may not be successful in completing this project.
We own (through our wholly-owned Netherlands
subsidiary, Consolidated Water Cooperatief, U.A.) a 99.9% interest in N.S.C. Agua, S.A. de C.V. (“NSC”), a development
stage Mexico company formed to pursue a project encompassing the construction, operation and minority ownership of a 100 million
gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and an accompanying
pipeline to deliver water to the Mexican potable water system and the U.S. border. NSC has conducted an equipment piloting plant
and water data collection program at the proposed feed water source and is presently seeking contracts with customers in Mexico
and the U.S. for the sale of desalinated water from the project. NSC will be required to accomplish various additional steps before
it can commence construction of the plant and pipeline including, but not limited to, obtaining approvals and permits from various
governmental agencies in Mexico, securing contracts with its proposed customers to sell water in sufficient quantities and at prices
that make the project financially viable, and obtaining equity and debt financing for the project. NSC’s potential customers
will also be required to obtain various governmental permits and approvals in order to purchase water from NSC. As of September
30, 2014, we have spent approximately $34.5 million on this project.
In August 2014, the State of Baja California
enacted new legislation to regulate Public-Private Association projects, which involve a long-term contract between a public sector
authority and a private party, such as the contract NSC is willing to enter into in order to develop its desalination plant and
pipeline project. Under this new legislation, NSC may submit an unsolicited proposal for its project to Comisión Estatal
de Servicios Públicos de Tijuana (CESPT) or to such other entity that Baja California’s government designates as competent
for this purpose (the Contracting Authority). If the Contracting Authority deems the project feasible and the Public-Private Association
Projects State Committee grants its authorization, the Contracting Authority is required to conduct a public tender process for
the project. We presently cannot determine if the Contracting Authority will deem our project feasible or, if a public tender process
is commenced, when such process will be completed or whether NSC will be awarded the project.
Despite the expenditures we have made and
the activities we have completed to date, we may ultimately be unsuccessful in our efforts to complete this project.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
In July 2014, we issued 53 shares of preferred
stock to two employees for cash at a price of $11.04 per share. The issuance of the preferred stock to these employees was exempt
from registration under Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”) because the
shares were issued outside of the United States to non-US persons (as defined in Regulation S).
ITEM 6. EXHIBITS
Exhibit
Number |
Exhibit Description |
|
|
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
|
|
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
|
|
32.1 |
Section 1350 Certification of Chief Executive Officer |
|
|
32.2 |
Section 1350 Certification of Chief Financial Officer |
|
|
101.INS |
XBRL Instance Document |
|
|
101.SCH |
XBRL Taxonomy Schema |
|
|
101.CAL |
XBRL Taxonomy Calculation Linkbase |
|
|
101.DEF |
XBRL Taxonomy Definition Linkbase |
|
|
101.LAB |
XBRL Taxonomy Label Linkbase |
|
|
101.PRE |
XBRL Taxonomy Presentation Linkbase |
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.
CONSOLIDATED WATER CO. LTD. |
|
|
|
By: |
/s/ Frederick W. McTaggart |
|
|
Frederick W. McTaggart |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
By: |
/s/ David W. Sasnett |
|
|
David W. Sasnett |
|
|
Executive Vice President & Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
|
Date: November 10, 2014
EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification
I, Frederick W. McTaggart, certify that:
1. I have reviewed
this report on Form 10-Q of Consolidated Water Co. Ltd.;
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 (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and 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 registrant, 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 control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: November 10, 2014 |
By: |
/s/ Frederick W. McTaggart |
|
|
Frederick W. McTaggart |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification
I, David W. Sasnett, certify that:
1. I have reviewed
this report on Form 10-Q of Consolidated Water Co. Ltd.;
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 (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and 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 registrant, 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 control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this
report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: November 10, 2014 |
By: |
/s/ David W. Sasnett |
|
|
David W. Sasnett |
|
|
Executive Vice President & Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the report of Consolidated
Water Co. Ltd. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Frederick W. McTaggart, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information
contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 10, 2014 |
By: |
/s/ Frederick W. McTaggart |
|
|
Frederick W. McTaggart |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the report of Consolidated
Water Co. Ltd. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, David W. Sasnett, certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information
contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 10, 2014 |
By: |
/s/ David W. Sasnett |
|
|
David W. Sasnett |
|
|
Executive Vice President & Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
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