ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
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|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(Unaudited)
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|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
43,680,866
|
|
|
$
|
47,182,966
|
|
Accounts receivable, net
|
|
|
17,840,028
|
|
|
|
15,047,846
|
|
Inventory
|
|
|
1,745,594
|
|
|
|
1,744,445
|
|
Prepaid expenses and other current assets
|
|
|
950,232
|
|
|
|
1,077,257
|
|
Current portion of loans receivable
|
|
|
1,423,308
|
|
|
|
1,400,448
|
|
Costs and estimated earnings in excess of billings
|
|
|
199,018
|
|
|
|
238,435
|
|
Total current assets
|
|
|
65,839,046
|
|
|
|
66,691,397
|
|
Property, plant and equipment, net
|
|
|
49,519,137
|
|
|
|
50,525,064
|
|
Construction in progress
|
|
|
5,230,707
|
|
|
|
1,823,284
|
|
Inventory, non-current
|
|
|
4,800,005
|
|
|
|
4,758,973
|
|
Loans receivable
|
|
|
370,465
|
|
|
|
734,980
|
|
Investment in OC-BVI
|
|
|
2,892,825
|
|
|
|
2,783,882
|
|
Goodwill
|
|
|
8,384,248
|
|
|
|
8,384,248
|
|
Land held for development
|
|
|
20,558,424
|
|
|
|
20,558,424
|
|
Intangible assets, net
|
|
|
3,413,886
|
|
|
|
3,765,434
|
|
Other assets
|
|
|
4,905,152
|
|
|
|
5,455,209
|
|
Total assets
|
|
$
|
165,913,895
|
|
|
$
|
165,480,895
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
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Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities
|
|
$
|
5,637,338
|
|
|
$
|
5,662,448
|
|
Dividends payable
|
|
|
1,285,031
|
|
|
|
1,281,612
|
|
Note payable to related party
|
|
|
294,000
|
|
|
|
686,000
|
|
Billings in excess of costs and estimated earnings
|
|
|
-
|
|
|
|
1,258
|
|
Total current liabilities
|
|
|
7,216,369
|
|
|
|
7,631,318
|
|
Deferred tax liability
|
|
|
928,876
|
|
|
|
1,024,893
|
|
Other liabilities
|
|
|
803,307
|
|
|
|
803,307
|
|
Total liabilities
|
|
|
8,948,552
|
|
|
|
9,459,518
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
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Consolidated Water Co. Ltd. stockholders' equity
|
|
|
|
|
|
|
|
|
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 33,034 and 33,488 shares, respectively
|
|
|
19,820
|
|
|
|
20,093
|
|
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,959,309 and 14,918,869 shares, respectively
|
|
|
8,975,585
|
|
|
|
8,951,321
|
|
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in capital
|
|
|
86,543,291
|
|
|
|
86,405,387
|
|
Retained earnings
|
|
|
53,921,760
|
|
|
|
53,105,196
|
|
Cumulative translation adjustment
|
|
|
(549,555
|
)
|
|
|
(549,555
|
)
|
Total Consolidated Water Co. Ltd. stockholders' equity
|
|
|
148,910,901
|
|
|
|
147,932,442
|
|
Non-controlling interests
|
|
|
8,054,442
|
|
|
|
8,088,935
|
|
Total equity
|
|
|
156,965,343
|
|
|
|
156,021,377
|
|
Total liabilities and equity
|
|
$
|
165,913,895
|
|
|
$
|
165,480,895
|
|
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 March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Retail revenues
|
|
$
|
6,431,348
|
|
|
$
|
6,476,604
|
|
Bulk revenues
|
|
|
8,228,515
|
|
|
|
7,690,402
|
|
Services revenues
|
|
|
123,764
|
|
|
|
130,252
|
|
Manufacturing revenues
|
|
|
552,768
|
|
|
|
1,379,848
|
|
Total revenues
|
|
|
15,336,395
|
|
|
|
15,677,106
|
|
|
|
|
|
|
|
|
|
|
Cost of retail revenues
|
|
|
2,761,554
|
|
|
|
2,684,286
|
|
Cost of bulk revenues
|
|
|
5,396,591
|
|
|
|
5,015,789
|
|
Cost of services revenues
|
|
|
134,871
|
|
|
|
102,166
|
|
Cost of manufacturing revenues
|
|
|
438,861
|
|
|
|
1,041,297
|
|
Total cost of revenues
|
|
|
8,731,877
|
|
|
|
8,843,538
|
|
Gross profit
|
|
|
6,604,518
|
|
|
|
6,833,568
|
|
General and administrative expenses
|
|
|
4,767,444
|
|
|
|
4,797,192
|
|
Loss (gain) on asset dispositions and impairments, net
|
|
|
1,340
|
|
|
|
(9,627
|
)
|
Income from operations
|
|
|
1,835,734
|
|
|
|
2,046,003
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
161,121
|
|
|
|
122,191
|
|
Interest expense
|
|
|
(1,754
|
)
|
|
|
(2,223
|
)
|
Profit sharing income from OC-BVI
|
|
|
28,350
|
|
|
|
10,125
|
|
Equity in the earnings of OC-BVI
|
|
|
80,593
|
|
|
|
26,866
|
|
Net unrealized gain (loss) on put/call options
|
|
|
(206,000
|
)
|
|
|
165,000
|
|
Other
|
|
|
82,600
|
|
|
|
71,793
|
|
Other income, net
|
|
|
144,910
|
|
|
|
393,752
|
|
Income before income taxes
|
|
|
1,980,644
|
|
|
|
2,439,755
|
|
Provision for (benefit from) income taxes
|
|
|
(77,388
|
)
|
|
|
(139,697
|
)
|
Net income
|
|
|
2,058,032
|
|
|
|
2,579,452
|
|
Income (loss) attributable to non-controlling interests
|
|
|
(34,493
|
)
|
|
|
(51,776
|
)
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
2,092,525
|
|
|
$
|
2,631,228
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.14
|
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.085
|
|
|
$
|
0.075
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in the determination of:
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
14,959,259
|
|
|
|
14,871,862
|
|
Diluted earnings per share
|
|
|
15,114,477
|
|
|
|
15,035,219
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(UNAUDITED)
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by (used in) operating activities
|
|
$
|
679,081
|
|
|
$
|
(719,492
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment and construction in progress
|
|
|
(2,869,484
|
)
|
|
|
(1,766,007
|
)
|
Proceeds from sale of equipment
|
|
|
11,190
|
|
|
|
9,627
|
|
Collections on loans receivable
|
|
|
341,655
|
|
|
|
479,412
|
|
Net cash used in investing activities
|
|
|
(2,516,639
|
)
|
|
|
(1,276,968
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Dividends paid to common shareholders
|
|
|
(1,269,696
|
)
|
|
|
(1,114,469
|
)
|
Dividends paid to preferred shareholders
|
|
|
(2,846
|
)
|
|
|
(2,642
|
)
|
Issuance (repayment) of note payable to related party
|
|
|
(392,000
|
)
|
|
|
392,000
|
|
Net cash used in financing activities
|
|
|
(1,664,542
|
)
|
|
|
(725,111
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(3,502,100
|
)
|
|
|
(2,721,571
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
47,182,966
|
|
|
|
39,254,116
|
|
Cash and cash equivalents at end of period
|
|
$
|
43,680,866
|
|
|
$
|
36,532,545
|
|
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
4,427
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
|
|
Issuance of 39,986 and 17,833, respectively, shares of common stock for services rendered
|
|
$
|
441,162
|
|
|
$
|
203,551
|
|
Conversion (on a one-to-one basis) of 454 and 0, respectively, shares of redeemable preferred stock to common stock
|
|
$
|
272
|
|
|
$
|
-
|
|
Dividends declared but not paid
|
|
$
|
1,274,350
|
|
|
$
|
1,119,355
|
|
Transfers from inventory to property, plant and equipment and construction in progress
|
|
$
|
89,721
|
|
|
$
|
70,545
|
|
Transfers from construction in progress to property, plant and equipment
|
|
$
|
243,689
|
|
|
$
|
140,499
|
|
Transfers from other assets to construction in progress
|
|
$
|
765,662
|
|
|
$
|
-
|
|
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 and provides water-related products and services to its customers in the Cayman Islands, Belize, The Commonwealth
of The Bahamas, the British Virgin Islands, the United States and Indonesia. The Company sells water to a variety of customers,
including public utilities, commercial and tourist properties, residential properties and government facilities. The base price
of water supplied by the Company, and adjustments thereto, are determined by the terms of a retail license and bulk water 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 manufactures and services a wide range of products
and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water
production, supply and treatment.
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-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”) and Aguas de Rosarito S.A.P.I.
de C.V. (“AdR”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”),
Aerex Industries, Inc. (“Aerex”), Consolidated Water (Asia) Pte. Limited, PT Consolidated Water Bali (“CW-Bali”),
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 of accounting. 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, 2018.
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, 2017.
Foreign currency:
The Company’s
reporting currency is the United States dollar (“US$”). The functional currency of the Company and its foreign operating
subsidiaries (other than NSC, AdR, CW-Cooperatief and CW-Bali) is the currency for each respective country. The functional currency
for NSC, AdR, CW-Cooperatief and CW-Bali is the US$. NSC and AdR conduct business in US$ and Mexican pesos, CW-Cooperatief conducts
business in US$ and euros, and CW-Bali conducts business in US$ and Indonesian rupiahs. The exchange rates for the Cayman Islands
dollar, the Belize dollar and the Bahamian dollar are fixed to the US$. The exchange rates for conversion of Mexican pesos, euros
and rupiahs into US$ vary based upon market conditions. Net foreign currency gains arising from transactions and re-measurements
were $103,555 and $65,147 for the three months ended March 31, 2018 and 2017, respectively, and are included in “Other income
(expense) - Other” in the accompanying condensed consolidated statements of income.
Cash and cash equivalents:
Cash
and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three
months or less. Cash and cash equivalents as of March 31, 2018 and December 31, 2017 include $13.6 million and $15.9 million, respectively,
of certificates of deposit with an original maturity of three months or less.
Transfers from the Company’s Bahamas
and Belize bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and
Belize, respectively. As of March 31, 2018, the equivalent United States dollar cash balances for deposits held in the Bahamas
and Belize were approximately $11.9 million and $6.0 million, respectively.
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.
Revenue recognition:
Revenues are
recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects
the consideration the Company expects to be entitled to in exchange for those goods or services.
The following table presents the Company’s revenues disaggregated by revenue source (in millions,
unaudited).
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Retail revenues
|
|
$
|
6,431,348
|
|
|
$
|
6,476,604
|
|
Bulk revenues
|
|
|
8,228,515
|
|
|
|
7,690,402
|
|
Services revenues
|
|
|
123,764
|
|
|
|
130,252
|
|
Manufacturing revenues
|
|
|
552,768
|
|
|
|
1,379,848
|
|
Total revenues
|
|
$
|
15,336,395
|
|
|
$
|
15,677,106
|
|
Retail revenues
The Company produces and supplies water
to end-users, including residential, commercial and government customers in the Cayman Islands under an exclusive retail license
issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated and rapidly developing
areas on Grand Cayman Island. CW-Bali owns and operates a desalination plant in Bali, Indonesia that sells water to resort and
residential properties. Customers are billed on a monthly basis based on metered consumption and bills are typically collected
within 30 to 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from
water service. In 2017, 2016 and 2015, bad debts represented less than 1% of the Company’s total annual retail sales.
The
Company recognizes revenues from water sales at the time water is supplied to the customer’s facility or storage tank. The
amount of water supplied is determined based upon water meter readings performed at the end of each month.
All retail water
contracts are month-to-month contracts and revenue is recorded as invoiced.
Bulk revenues
The Company produces and supplies water
to government-owned distributors in the Cayman Islands, Belize and the Bahamas.
OC-Cayman provides bulk water to the Water
Authority - Cayman (“WAC”), a government-owned utility and regulatory agency, under various agreements. The WAC in
turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area.
In Belize, CW-Belize is the exclusive provider
of water in Ambergris Caye to Belize Water Services Ltd. (“BWSL”), a government-controlled entity which distributes
the water through its own pipeline system to residential, commercial and tourist properties. BWSL distributes the Company’s
water primarily to residential properties, small hotels, and businesses that serve the tourist market.
The Company sells bulk water in the Bahamas through its majority-owned subsidiary CW-Bahamas to the Water
and Sewerage Corporation of the Bahamas, which distributes such water through its own pipeline system to residential, commercial
and tourist properties on the Island of New Providence. The Company also sells water to a private resort on Bimini.
The
Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts
and recognizes
revenue in the amount to which the Company has a right to invoice.
Manufacturing revenues
The Company, through its 51% owned subsidiary Aerex, is a custom and specialty manufacturer of water treatment-related
systems and products and provides design, engineering, management, operating and other services applicable to commercial, municipal
and industrial water production. Substantially all of Aerex’s customers are U.S. companies.
The Company recognizes manufacturing revenues over time under the input method using costs incurred (which
represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance
obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include
labor, material and overhead. The Company follows this method since it can make reasonably dependable estimates of the revenue
and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit
or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term,
fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses.
The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue
that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed
estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated
loss on a contract at the time the estimates indicate such a loss. Any costs and estimated earnings in excess of billings are classified
as current assets. Billings in excess of costs and estimated earnings on uncompleted contracts, if any, are classified as current
liabilities.
Practical Expedients and Exemptions
The Company does not disclose the value
of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts
for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.
3. Segment information
The Company has four reportable segments:
retail, bulk, services and manufacturing. The retail segment primarily 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
bulk segment supplies potable water to government utilities in Grand Cayman, the Bahamas and Belize under long-term contracts.
The services segment provides desalination plant management and operating services to affiliated companies and designs, constructs
and sells desalination plants to third parties. The manufacturing segment manufactures a wide range of custom and specialty water
treatment-related systems and products and provides design, engineering, management, operating and other services applicable to
commercial, municipal and industrial water production, supply and treatment.
Consistent with prior periods, the Company
records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct
costs to its other three business segments.
The accounting policies of the segments
are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income from
operations. All intercompany transactions are eliminated for segment presentation purposes.
The Company’s segments are strategic business units that are managed separately because each segment
sells different products and/or services, serves customers with distinctly different needs and generates different gross profit
margins.
|
|
Three Months Ended March 31, 2018
|
|
|
|
Retail
|
|
|
Bulk
|
|
|
Services
|
|
|
Manufacturing
|
|
|
Total
|
|
Revenues
|
|
$
|
6,431,348
|
|
|
$
|
8,228,515
|
|
|
$
|
123,764
|
|
|
$
|
552,768
|
|
|
$
|
15,336,395
|
|
Cost of revenues
|
|
|
2,761,554
|
|
|
|
5,396,591
|
|
|
|
134,871
|
|
|
|
438,861
|
|
|
|
8,731,877
|
|
Gross profit (loss)
|
|
|
3,669,794
|
|
|
|
2,831,924
|
|
|
|
(11,107
|
)
|
|
|
113,907
|
|
|
|
6,604,518
|
|
General and administrative expenses
|
|
|
3,145,483
|
|
|
|
341,967
|
|
|
|
650,636
|
|
|
|
629,358
|
|
|
|
4,767,444
|
|
Loss on asset dispositions and impairments, net
|
|
|
1,340
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,340
|
|
Income (loss) from operations
|
|
$
|
522,971
|
|
|
$
|
2,489,957
|
|
|
$
|
(661,743
|
)
|
|
$
|
(515,451
|
)
|
|
|
1,835,734
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,910
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,980,644
|
|
Provision for (benefit from) income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(77,388
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,058,032
|
|
Loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,493
|
)
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,092,525
|
|
Depreciation and amortization expenses
for the three months ended March 31, 2018 for the retail, bulk, services and manufacturing segments were $503,013, $809,148, $7,638
and $399,294, respectively.
|
|
Three Months Ended March 31, 2017
|
|
|
|
Retail
|
|
|
Bulk
|
|
|
Services
|
|
|
Manufacturing
|
|
|
Total
|
|
Revenues
|
|
$
|
6,476,604
|
|
|
$
|
7,690,402
|
|
|
$
|
130,252
|
|
|
$
|
1,379,848
|
|
|
$
|
15,677,106
|
|
Cost of revenues
|
|
|
2,684,286
|
|
|
|
5,015,789
|
|
|
|
102,166
|
|
|
|
1,041,297
|
|
|
|
8,843,538
|
|
Gross profit
|
|
|
3,792,318
|
|
|
|
2,674,613
|
|
|
|
28,086
|
|
|
|
338,551
|
|
|
|
6,833,568
|
|
General and administrative expenses
|
|
|
3,012,860
|
|
|
|
301,076
|
|
|
|
743,406
|
|
|
|
739,850
|
|
|
|
4,797,192
|
|
(Gain) on asset dispositions and impairments, net
|
|
|
(9,600
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(27
|
)
|
|
|
(9,627
|
)
|
Income (loss) from operations
|
|
$
|
789,058
|
|
|
$
|
2,373,537
|
|
|
$
|
(715,320
|
)
|
|
$
|
(401,272
|
)
|
|
|
2,046,003
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
393,752
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,439,755
|
|
Provision for (benefit from) income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(139,697
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,579,452
|
|
Loss attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51,776
|
)
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
2,631,228
|
|
Depreciation and amortization expenses
for the three months ended March 31, 2017 for the retail, bulk, services and manufacturing segments were $509,820, $826,779, $22,019
and $406,489, respectively.
|
|
As of March 31, 2018
|
|
|
|
Retail
|
|
|
Bulk
|
|
|
Services
|
|
|
Manufacturing
|
|
|
Total
|
|
Accounts receivable, net
|
|
$
|
2,784,040
|
|
|
$
|
13,656,231
|
|
|
$
|
1,362,482
|
|
|
$
|
37,275
|
|
|
$
|
17,840,028
|
|
Property plant and equipment, net
|
|
$
|
22,982,719
|
|
|
$
|
24,675,709
|
|
|
$
|
76,701
|
|
|
$
|
1,784,008
|
|
|
$
|
49,519,137
|
|
Construction in progress
|
|
$
|
1,679,113
|
|
|
$
|
3,548,303
|
|
|
$
|
3,291
|
|
|
$
|
-
|
|
|
$
|
5,230,707
|
|
Intangibles, net
|
|
$
|
-
|
|
|
$
|
517,219
|
|
|
$
|
-
|
|
|
$
|
2,896,667
|
|
|
$
|
3,413,886
|
|
Goodwill
|
|
$
|
1,170,511
|
|
|
$
|
2,328,526
|
|
|
$
|
-
|
|
|
$
|
4,885,211
|
|
|
$
|
8,384,248
|
|
Land held for development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,558,424
|
|
|
$
|
-
|
|
|
$
|
20,558,424
|
|
Total segment assets
|
|
$
|
51,709,730
|
|
|
$
|
77,994,082
|
|
|
$
|
24,945,642
|
|
|
$
|
11,264,441
|
|
|
$
|
165,913,895
|
|
|
|
As of December 31, 2017
|
|
|
|
Retail
|
|
|
Bulk
|
|
|
Services
|
|
|
Manufacturing
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
$
|
2,406,595
|
|
|
$
|
10,177,620
|
|
|
$
|
1,155,318
|
|
|
$
|
1,308,313
|
|
|
$
|
15,047,846
|
|
Property, plant and equipment, net
|
|
$
|
23,172,382
|
|
|
$
|
25,420,819
|
|
|
$
|
84,339
|
|
|
$
|
1,847,524
|
|
|
$
|
50,525,064
|
|
Construction in progress
|
|
$
|
321,368
|
|
|
$
|
1,498,625
|
|
|
$
|
3,291
|
|
|
$
|
-
|
|
|
$
|
1,823,284
|
|
Intangibles, net
|
|
$
|
-
|
|
|
$
|
533,767
|
|
|
$
|
-
|
|
|
$
|
3,231,667
|
|
|
$
|
3,765,434
|
|
Goodwill
|
|
$
|
1,170,511
|
|
|
$
|
2,328,526
|
|
|
$
|
-
|
|
|
$
|
4,885,211
|
|
|
$
|
8,384,248
|
|
Land held for development
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
20,558,424
|
|
|
$
|
-
|
|
|
$
|
20,558,424
|
|
Total segment assets
|
|
$
|
52,095,524
|
|
|
$
|
75,785,323
|
|
|
$
|
24,488,173
|
|
|
$
|
13,111,875
|
|
|
$
|
165,480,895
|
|
4. 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:
|
|
Three Months Ended March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
2,092,525
|
|
|
$
|
2,631,228
|
|
Less: preferred stock dividends
|
|
|
(2,478
|
)
|
|
|
(2,642
|
)
|
Net income available to common shares in the determination of basic earnings per common share
|
|
$
|
2,090,047
|
|
|
$
|
2,628,586
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
14,959,259
|
|
|
|
14,871,862
|
|
Plus:
|
|
|
|
|
|
|
|
|
Weighted average number of preferred shares outstanding during the period
|
|
|
33,084
|
|
|
|
35,225
|
|
Potential dilutive effect of unexercised options and unvested stock grants
|
|
|
122,134
|
|
|
|
128,132
|
|
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
15,114,477
|
|
|
|
15,035,219
|
|
5. Investment in OC-BVI
The Company owns 50% of the outstanding
voting common shares and a 43.53% 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 $2,892,825 and $2,783,882 as of March 31, 2018 and December 31, 2017, respectively.
Until 2009, substantially all of the water
sold by OC-BVI to the Ministry was supplied 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 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 began selling water to the Ministry from this plant in January 2009 and on March 4, 2010, OC-BVI and
the BVI government executed a seven-year contract for the Bar Bay plant (the “Bar Bay agreement”). The Bar Bay agreement
was extended by 14 years on February 14, 2017. Under the terms of the Bar Bay agreement, OC-BVI delivers up to 600,000 gallons
of water per day to the BVI government from the Bar Bay plant. The Bar Bay agreement required OC-BVI to complete a storage reservoir
on a 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 full amount ordered pursuant to a court ruling relating to the Baughers Bay litigation (see discussion that
follows).
A reconciliation of the beginning and ending
balances for the investment in OC-BVI for the three months ended March 31, 2018 is as follows:
Balance as of December 31, 2017
|
|
$
|
2,783,882
|
|
Profit sharing and equity from earnings of OC-BVI
|
|
|
108,943
|
|
Distributions received from OC-BVI
|
|
|
-
|
|
Balance as of March 31, 2018
|
|
$
|
2,892,825
|
|
The Company recognized $80,593 and $26,866
in earnings from its equity investment in OC-BVI for the three months ended March 31, 2018 and 2017, respectively. The Company
recognized $28,350 and $10,125 in profit sharing income from its profit sharing agreement with OC-BVI for the three months ended
March 31, 2018 and 2017, respectively.
For the three months ended March 31, 2018 and 2017, the Company recognized approximately $123,763 and
$130,252, respectively, in revenues from its management services agreement with OC-BVI. Amounts payable by OC-BVI to the Company
were $74,945 and $123,807 as of March 31, 2018 and December 31, 2017, respectively. The Company's deferred revenues from OC-BVI,
included in other current liabilities in the accompanying condensed consolidated balance sheets, were $180,510 and $181,328 as
of March 31, 2018 and December 31, 2017, respectively.
Baughers Bay Litigation
Through March 2010, OC-BVI supplied water
to the BVI government from a plant located at Baughers Bay, Tortola, under the terms of a water supply agreement dated May 1990
(the “1990 Agreement”) with an initial seven-year term that expired in May 1999. The 1990 Agreement provided that such
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. 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 and during 2007 the BVI government filed a lawsuit with the Eastern Caribbean Supreme Court (the “Court”) seeking
ownership of the Baughers Bay plant. OC-BVI counterclaimed to 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.
The Court ruled on this litigation in 2009,
awarding ownership of the Baughers Bay plant to the BVI government without compensation to OC-BVI. Both OC-BVI and the BVI subsequently
filed appeals with the Eastern Caribbean Court of Appeals (the “Appellate Court”) asking the Appellate Court to review
certain rulings by the Court with respect to this litigation.
In June 2012, the Appellate Court issued
the final ruling with respect to the Baughers Bay litigation. This ruling reversed a previous ruling of the Court and 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 and the BVI government engaged a
mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI
government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the final valuation report from this valuation
expert, which set forth a value for the Baughers Bay plant of $13.0 million as of the date OC-BVI transferred possession of the
plant to the BVI government. Applying the valuation determined by the valuation expert to the formula set forth by the Appellate
Court in its ruling, OC-BVI would be entitled to $11.58 million from the BVI government for the Baughers Bay plant. The BVI government
has disagreed with the valuation methodology used by the valuation expert and the resulting valuation for the Baughers Bay plant.
OC-BVI cannot presently determine if the Appellate Court will uphold the Baughers Bay plant valuation or when, or to what extent,
any amount for the value of the Baughers Bay plant will be paid by the BVI government to OC-BVI. Consequently, any amount due for
the Baughers Bay plant valuation will not be included in OC-BVI’s results of operations until such amount, if any, is paid
by the BVI government.
6. NSC and AdR Project Development
In May 2010, the Company acquired, through
its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. The Company
has since purchased, through the conversion of a loan it made to NSC, sufficient shares to raise its ownership interest in NSC
to 99.99%. NSC was formed to pursue a project (the “Project”) that originally encompassed 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 accompanying pipelines to deliver water to the Mexican potable water system. As discussed in paragraphs
that follow, during 2015 the scope of the Project was defined by the State of Baja California (the “State”) to consist
of a first phase consisting of a 50 million gallon per day plant and a pipeline that connects to the Mexican potable water infrastructure
and a second phase consisting of an additional 50 million gallons of production capacity.
Through a series of transactions completed
in 2012-2014, NSC purchased 20.1 hectares for approximately $20.6 million on which the proposed Project’s plant would be
constructed.
In November 2012, NSC entered into a lease
with an effective term of 20-years from the date of full operation of the Project’s desalination plant, 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
$15,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project.
In August 2014, the State enacted new legislation
to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority
and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, in January 2015, NSC submitted
an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California
(“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for
the Project that complies with requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”)
to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private
Association Projects State Committee (the “APP Committee”) for review and authorization. If the Project was authorized
the State would be required to conduct a public tender for the Project.
In response to its APP Proposal, in September
2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California
(“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest
with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project should
proceed, and the required public tender should be conducted. In November 2015, the State officially commenced the tender for the
Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per
day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024
consisting of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I.
de C.V. and Degremont S.A. de C.V. (the “Consortium”) submitted its tender for the Project in April 2016 and in June
2016, the State designated the Consortium as the winner of the tender process for the Project.
Due to the amount of capital the Project
requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State
for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new
company (“Newco”) that would build and own the Project; (ii) NSC’s potential partners would provide the majority
of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership
position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with
an entity partially owned by NSC or another Company subsidiary.
In August 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”),
a special project company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that
(i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operations and
(ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins
commercial operations. As of December 31, 2017, NSC owned 99.6% of the equity of AdR.
On August 22, 2016, the Public Private
Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (“APP Contract”),
was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance and the Public
Utilities Commission of Tijuana (“CESPT”). The APP Contract requires AdR to design, construct, finance and operate
a seawater desalination plant (and accompanying aqueducts) with a capacity of up to 100 million gallons per day in two phases:
the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California;
and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The first
phase must be operational within 36 months of commencing construction and the second phase must be operational by the end of 2024.
The APP Contract further requires AdR to operate and maintain the plant and aqueducts for a period of 37 years starting from the
commencement of operation of the first phase. At the end of the operating period, the plant and aqueducts will be transferred to
CEA. The total Project cost for Phase 1 of the Project is presently estimated at approximately 9.1 billion Mexican pesos.
The APP Contract does not become effective
until the following conditions are met:
|
·
|
the State has established and registered various payment trusts, guaranties and bank credit lines
for specific use by the Project;
|
|
·
|
the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater
and distribute it for municipal use;
|
|
·
|
various water purchase and sale agreements between the CEA, the payment trusts and the CESPT have
been executed;
|
|
·
|
AdR has obtained all of the rights of way required for the aqueduct;
|
|
·
|
AdR has obtained permission from the relevant federal authority to discharge the residual water
from the Project’s desalination plant; and
|
|
·
|
all debt financing agreements necessary to provide the funding to AdR for the first phase of the
Project have been executed.
|
In December 2016, the Congress of the
State of Baja California, Mexico passed Decreto #57 which, among other things, ratified and authorized the payment obligations
of the corresponding public entities under the APP Contract. During 2017, following consultations between representatives of the
State of Baja California and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments
to Decreto #57 were required in order to comply with recent changes to the Federal Financial Discipline Law for Federative Entities
and Municipalities. In addition, it was necessary to amend Decreto #57 to authorize the inclusion of revenues from the CESPT in
the primary payment trust for the Project. These amendments were included in Decreto # 168, which was approved by the Congress
of the State of Baja California in December 2017. Following its issuance, two actions were filed in Mexican Courts against Decreto
#168. While neither NSC nor AdR have been named as a party in these actions, based upon publicly available information the Company
believes (1) one of these actions consists of a challenge filed by certain members of the Congress of the State of Baja California
alleging certain elements of Decreto #168 are contrary to the Mexican constitution; and (2) that the other action represents an
amparo (i.e. a constitutional appeal) filed by certain members of indigenous groups that alleges Decreto #168 violates certain
of the human rights and individual guarantees they are afforded under the Mexican constitution. With respect to the action mentioned
in (1), the Company cannot presently determine what impact, if any, it will have upon the Project. With respect to the action
mentioned in number (2), according to publicly available information, the Company understands that on March 27, 2018, a resolution
dismissing such proceeding was issued (and subsequently published in the official lists of the corresponding court on April 16,
2018), as the claimants were not able to evidence their legal interest. On May 3, 2018, the court deciding on such action determined
this resolution to be final, as the claimants did not file a remedy against it.
Both the exchange rate for the Mexico peso
relative to the dollar and general macroeconomic conditions in Mexico have varied since the execution of the APP Contract. These
changes have adversely impacted the estimated construction, operating, and financing costs for the Project. The APP Contract and
the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant
macroeconomic condition changes. On February 10, 2017 AdR submitted proposals to the CEA requesting an increase to the water tariff
to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project.
If AdR is unable to obtain this requested increase in the water tariff it may be unable to obtain the debt and equity financing
required for the Project. The Company is currently unable to say whether or not such water tariff increase will be approved.
In February 2018, AdR executed a subscription
agreement (the “Agreement”) for the equity funding required for the Project. The Agreement calls for NSC to retain
a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”),
a Mexico company managed by an affiliate of a U.S. asset manager, will acquire a minimum of 55% of the equity of AdR. The Agreement
also provides Suez Medio Ambiente México, S.A. de C.V. (“Suez”), a subsidiary of SUEZ International, S.A.S.,
with the option to purchase 20% of the equity of AdR. If Suez does not exercise this option, NSC will retain 35% of the equity
of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement will become effective when the additional conditions
related to the Project are met, including but not limited to those conditions discussed previously. The aggregate investment to
be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated
at approximately 20% of the total cost of Phase 1 of the Project.
In February 2018, CW-Holdings acquired the remaining 0.4% of
AdR’s equity interest previously held by NuWater.
If AdR is ultimately unable to proceed
with the Project, the land NSC has purchased and the right of way deposits may lose their strategic importance derived from their
association with the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately
be unable to sell this land or recoup their right of way deposits for amounts at least equal to its current carrying values of
approximately $20.6 million and $1.3 million, respectively. Any loss on sale of the land, or impairment losses NSC may be required
to record as a result of a decrease in the (1) fair value of the land; or (2) value of the rights of way arising from the inability
to complete the Project could have a material adverse impact on the Company’s results of operations.
Included in the Company’s results
of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering,
consulting and other costs relating to Project development activities. Such expenses amounted to approximately $648,000 and $720,000
for the three months ended March 31, 2018 and 2017, respectively. The assets and liabilities of NSC and AdR included in the Company’s
consolidated balance sheets amounted to approximately $23.7 million and $305,000, respectively, as of March 31, 2018 and approximately
$23.1 million and $173,000 respectively, as of December 31, 2017.
Project Litigation Initiated by EWG
Tecate Claim:
Immediately following CW-Cooperatief’s
acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company,
Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to
EWG Water LLC (“EWG”) and the other half of its shares in NSC to Alejandro de la Vega (the “individual shareholder”).
In February 2012, the Company paid $300,000 to enter into an agreement (the “Option Agreement”) that provided it
with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price
of $1.0 million along with an immediate power of attorney to vote those shares. 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 CW-Cooperatief by issuing additional shares of
its stock. As a result of this share issuance to CW-Cooperatief, the Company acquired 99.99% 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 individual 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 paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in
February 2014.
In October 2015, the Company learned that
EWG filed a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, other third parties, and the Public Registry
of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG challenged,
among other things, the capital investment transactions that increased the Company’s ownership interest in NSC to 99.99%.
EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order
public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and
NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in
the placement of inscriptions for the lawsuit on NSC’s public records.
EWG also sought an order directing, among
other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii)
NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief.
On April 5, 2016, NSC filed a motion for
reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency
of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee
to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico
court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records; and (ii)
rejecting NSC’s motion for cancellation of the appointment of the inspector.
On April 26, 2016, NSC filed a full answer
to EWG’s claims rejecting every claim made by EWG.
On May 17, 2016, NSC filed a claim with
the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the “Amparo Court”)
challenging the Tecate, Mexico court ex-parte order which appointed an inspector over NSC’s commercial activities. On July
29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment
of an inspector.
On September 6, 2016, the Tecate, Mexico
court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed in the amount of 300,000
Mexican pesos and was given to the court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to
the challenged transactions were suspended.
On May 2, 2017, the Tecate, Mexico court
declared that the initial filing of this lawsuit had expired due to EWG’s lack of activity with respect to certain actions
required to proceed to trial. However, EWG can appeal the expiration or refile the lawsuit.
Tijuana Claim – Amparo:
In addition to the Tecate Claim, the Company
understands from publicly available information that during 2018, EWG initiated an ordinary mercantile claim against the individual
shareholder named in the Tecate Claim, NSC and CW-Cooperatief, (with AdR being named as a third party to be called to trial) before
the Tenth Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”).
Neither NSC nor CW-Cooperatief have been
officially served with such claim, nor has AdR been notified that it has to appear for such trial. However, the Company understands
that this claim is similar to the Tecate Claim in the petitions sought by EWG. In this claim, EWG challenged, among other things,
the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the
ownership interest of CW-Cooperatief in NSC to 99.99%, as a consequence of the Option Agreement. EWG requested that the court,
as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to
record the pendency of the lawsuit in the public records (including a special request to register a lien over the real estate
owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico
and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff,
the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations
or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito”
water desalination project, are being carried out. The Company understands that the Tenth Civil Judge granted, ex-parte, the preliminary
relief sought by EWG, which resulted in the issuance of official writs to several governmental/public entities involved with the
Project. AdR and NSC are in the process of preparing legal responses to this claim under the belief they will be officially served
in the near future.
On April 25, 2018, AdR filed an amparo
(i.e. a constitutional appeal) against the official writs issued by the Tenth Civil Judge to two governmental entities. On May
2, the Third District Court in Amparo and Federal Trials in the State of Baja California granted a provisional suspension, whereby
the effects and consequences of the claimed official writs were temporarily suspended. On May 4, 2018, the amparo claim was amended
to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities
and one banking institution. AdR is awaiting the incidental hearing on this amparo amendment.
The Company cannot presently determine
what impact the resolution of this litigation may have on the Project.
7. Fair value measurements
As of March 31, 2018 and December 31, 2017, the carrying amounts of cash and cash equivalents, accounts
receivable, accounts payable and other current liabilities, the note payable to related party, the demand loan payable and dividends
payable approximate their fair values due to the short-term maturities of these instruments. Management considers that the carrying
amounts for loans receivable as of March 31, 2018 and December 31, 2017 approximate their fair value as the stated interest rates
approximate market rates.
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. US GAAP guidance 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 its fair
value hierarchy classifications 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 March 31, 2018 and December 31, 2017.
|
|
March 31, 2018
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset arising from put/call options
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
74,000
|
|
|
$
|
74,000
|
|
|
|
December 31, 2017
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset arising from put/call options
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
280,000
|
|
|
$
|
280,000
|
|
The activity for the Level 3 asset for the three months ended
March 31, 2018:
Net asset arising from put/call options
(1)
|
|
|
|
Balance as of December 31, 2017
|
|
$
|
280,000
|
|
Unrealized loss
|
|
|
(206,000
|
)
|
Balance as of March 31, 2018
|
|
$
|
74,000
|
|
|
(1)
|
In connection with the Company’s acquisition of
51% of Aerex in February 2016, the Company acquired from Aerex’s former sole shareholder an option to compel such shareholder
to sell and granted to such shareholder an option to require the Company to purchase, the shareholder’s remaining 49% ownership
interest in Aerex at a price based upon the fair market value of Aerex at the time of the exercise of the option. The options
are exercisable on or after the third anniversary of the February 2016 acquisition date. The net asset arising from the put/call
options is included in other assets in the accompanying condensed consolidated balance sheets as of March 31, 2018 and December
31, 2017.
|
8. Contingencies
Cayman Water
The Company sells water through its 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, Cayman Water has the
exclusive right to produce potable water and distribute it by pipeline to its 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 March 31, 2018
and 2017, the Company generated approximately 42% and 41%, respectively, of its consolidated revenues and 55% and 56%, respectively,
of its consolidated gross profit from the retail water operations conducted pursuant to Cayman Water’s exclusive license.
The license was originally 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. The most recent extension of the license expired on January 31, 2018. The
Company continues to provide water subsequent to January 31, 2018 on the assumption that the license has been further extended
to allow the parties to continue negotiations without interruption to an essential service.
In October 2016, the Government of the
Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg
is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility
services, and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate
multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April
2017, which transferred responsibility for economic regulation of the water utility sector and the retail license negotiations
from the WAC to OfReg in May 2017. The Company began license negotiations with OfReg in July 2017 and such negotiations are continuing.
Under its present license, Cayman Water
pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling
prices of water sold to its 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
WAC, on behalf of the government, previously reviewed and confirmed the calculations of the price adjustments for inflation and
electricity costs. Regulatory responsibility for the water utility sector was transferred from the WAC to OfReg in May 2017, and
all reviews and confirmations of calculations of the price adjustments for inflation and electricity costs are now performed by
OfReg. If Cayman Water wants to adjust its prices for any reason other than inflation or electricity costs, Cayman Water has to
request prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments would be referred
to arbitration.
The Cayman Islands government could ultimately
offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the
existing license, “
the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof,
he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water
within the Licence Area without having first offered such a licence or franchise to the Company on terms no less favourable than
the terms offered to such other person or company.”
The Company is presently unable to determine
what impact the resolution of its retail license negotiations will have on its cash flows, financial condition or results of operations
but such resolution could result in a material reduction of the operating income and cash flows the Company has historically generated
from its retail operations and could require the Company to record an impairment loss to reduce the carrying value of its goodwill.
Such impairment loss could have a material adverse impact on the Company’s results of operations.
OC-Cayman
Through its wholly-owned subsidiary, OC-Cayman,
the Company provides bulk water to the WAC, a government-owned utility and regulatory agency, under various agreements. The WAC
in turn distributes that water to properties in Grand Cayman outside of Cayman Water’s retail license area.
The water OC-Cayman sells to the WAC is
produced at three reverse osmosis seawater conversion plants in Grand Cayman owned by the WAC but designed, built and operated
by OC-Cayman: the North Sound, Red Gate and North Side Water Works plants. The current operating agreements for the North Sound,
Red Gate and North Side Water Works plants expire in July 2018, July 2018, and June 2019, respectively. The Company has been informed
by the WAC that they intend to conduct a public bidding process for the North Sound and Red Gate plants and the Company plans to
submit a bid for both of these contracts.
The Company generated total revenues of approximately $1.8 million, $1.9 million and $7.2 million from
these three plants during the three months ended March 31, 2018 and 2017 and the year ended December 31, 2017, respectively.
If the Company does not obtain new bulk
water supply agreements for these three plants, or if such new agreements are obtained on terms less favorable than the Company’s
existing agreements, its results of operations and cash flows will be adversely affected.
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 Belize courts
could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on
November 29, 2012.
On December 8, 2017, CW-Belize received a favorable ruling from the Supreme Court of Belize stating that
(i) the claims by the PUC in the Order and the Second Order were unlawful, null and void and of no effect; and (ii) stated that
the PUC is prohibited from taking any steps or proceedings or making any further Order in respect of the said Order. However, on
February 20, 2018, the PUC filed an appeal of this ruling with the Belize Court of Appeal, the results of which are pending. The
Company is presently unable to determine what impact the resolution of this matter will have on its financial condition, results
of operations or cash flows.
CW-Bali
In October 2017, CW-Bali’s sole remaining customer filed a lawsuit in the district court of Denpasar
in Bali, Indonesia against CW-Bali, CW-Bali’s President and the Company’s Chief Financial Officer in his capacity as
the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and
punitive damages of 26 billion rupiahs as a result of the anticipated breach of this customer’s water supply agreement that
will arise from CW-Bali’s planned cessation of operations. Such damages were equivalent to approximately $4.1 million and
$1.9 million, respectively, based upon the exchange rate between the dollar and rupiah as of March 31, 2018. In April 2018, the
Densapar court ruled that it had no authority to adjudicate the case due to a clause in the water supply agreement that requires
all disputes to be handled through arbitration in Singapore. However, the customer immediately filed an appeal with respect to
the Denpasar court ruling. The Company cannot presently determine the outcome of the appeal or what effect the resolution of this
matter will have on its consolidated financial statements.
9. Impact of recent accounting standards
Adoption of new accounting standards:
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. 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. This amendment was originally effective January 1, 2017. In August 2015,
the FASB issued ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
, which defers
the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017.
In March 2016, the FASB issued ASU 2016-08,
Principal versus Agent Considerations (Reporting Revenue Gross versus Net
), that amends the principal versus agent guidance
in ASU 2014-09. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before
they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when
services are provided and when goods or services are combined with other goods or services.
In April 2016, the FASB issued ASU 2016-10,
Identifying Performance Obligations and Licensing,
that amends the revenue guidance in ASU 2014-09 on identifying performance
obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB's previous proposals on renewals
of right-to-use licenses and contractual restrictions. The effective date of the standard for the Company will coincide with ASU
2014-09 during the first quarter 2018.
In May 2016, the FASB issued ASU 2016-11,
Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards
Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting
. ASU 2016-11 rescinds several
SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping
and handling fees and freight services.
In May 2016, the FASB issued ASU 2016-12,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,
which clarifies implementation
guidance around collectability, sales taxes collected from customers, noncash considerations, contract modifications at transition,
and completed contracts at transition.
In December 2016, the FASB issued ASU 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
, which amended the guidance on
performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is
effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period,
and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition
method.
The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same
as ASU 2015-14 discussed above. On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method
applied to those contracts which were not completed as of January 1, 2018. There was no impact to opening retained earnings
as of January 1, 2018 as a result of the adoption of this standard.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,
which provides guidance for the recognition, measurement, presentation and disclosure of financial assets and financial liabilities.
In February 2018, the FASB issued ASU 2018-03,
Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
, that clarifies the guidance in ASU No.
2016-01 on equity securities and certain fair value option liabilities among other things. ASU 2016-01 and ASU 2018-03 are effective
for fiscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective
using the cumulative-effect transition approach. Early application is permitted for certain provisions. The adoption of ASU 2016-01
and ASU 2018-03 did not have a material impact on the Company’s financial position, results of operations or cash flows.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
, which clarifies how certain
cash receipts and payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning
after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-15 did not have a material impact on the Company’s
financial position, results of operations or cash flows for the three months ended March 31, 2018. For the three months ended March
31, 2017, the adoption resulted in a reclass of approximately $1.1 million from investing activities to operating activities in
the condensed consolidated statement of cash flows related to the distribution of earnings from OC-BVI.
Effect of newly issued but not yet effective
accounting standards:
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which provides guidance for
accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations
created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. In January 2018, the FASB
issued ASU 2018-01,
Leases (Topic 842)
, which provides an optional transition practical expedient for the adoption of ASU
2016-02 that, if elected, would not require an organization to reconsider their accounting for existing land easements that are
not currently accounted for under the old leases standard and clarify that new or modified land easements should be evaluated under
ASU 2016-02, once an entity has adopted the new standard. ASU 2016-02 and ASU 2018-01 are effective for annual and interim periods
beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect the adoption of
this amendment will have on the Company’s consolidated financial statements, however, the Company expects that the adoption
of the new lease standard will have a material impact on the Company’s consolidated balance sheet due to the recognition
of right-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.
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:
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tourism and weather conditions in the areas we serve;
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the economies of the U.S. and other countries in which we conduct business;
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our relationships with the governments we serve;
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·
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regulatory matters, including resolution of the negotiations for the renewal of our retail license
on Grand Cayman;
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·
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our ability to successfully enter new markets, including Mexico and the United States; and
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·
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other factors, including those “Risk Factors” set forth under Part II, Item 1A. “Risk
Factors” in this Quarterly Report and in our 2017 Annual Report on Form 10-K.
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The forward-looking statements in this
Quarterly Report speak 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.
References herein 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:
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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
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the impact of the estimates and assumptions on financial condition and results of operations is
material.
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Our critical accounting estimates relate
to the valuations of our (i) goodwill and intangible assets; and (ii) long-lived assets.
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, which consist of our retail, bulk, services and manufacturing operations, 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 these fair values to the carrying amounts
of the reporting units. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an
impairment loss is recorded.
For the year ended December 31, 2017, we estimated the fair value of our reporting units by applying the
discounted cash flow method, the guideline public company method, and the mergers and acquisitions 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.
We also estimated the fair value of each
of our reporting units for the year ended December 31, 2017 through reference to the guideline companies and the market multiples
implied by guideline merger and acquisition transactions.
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. The respective weightings we applied to each method as of December 31, 2017 were as follows:
Method
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Retail
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Bulk
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Manufacturing
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Discounted cash flow
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80
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%
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80
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%
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80
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%
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Guideline public company
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10
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%
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10
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%
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10
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%
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Mergers and acquisitions
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10
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%
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10
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%
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10
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%
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100
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%
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100
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%
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100
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%
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The fair values we estimated for our retail and bulk units exceeded their carrying amounts by 121% and
59%, respectively, as of December 31, 2017. The carrying amount we estimated for our manufacturing unit exceeded its fair value
by 12% as of December 31, 2017, and as discussed in the paragraph that follows, we recorded an impairment loss to reduce the carrying
value of the goodwill for this segment.
On February 11, 2016, we acquired 51% ownership
interest in Aerex. In connection with this acquisition we recorded goodwill of $8,035,211. Aerex’s actual results of operations
for the six months in 2016 following the acquisition fell significantly short of the projected results that were included in the
overall cash flow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities.
Due to this shortfall in Aerex’s results of operations, we tested Aerex’s goodwill for possible impairment as of September
30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, we determined
that the carrying value of our Aerex goodwill exceeded its fair value and recorded an impairment loss of $1,750,000 for the three
months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. As part of our annual impairment testing
of goodwill performed during the fourth quarter, in 2017 we updated our projections for Aerex’s future cash flows, determined
that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,400,000 for the three
months ended December 31, 2017 to further reduce the carrying value of this goodwill to $4,885,211. We may be required to record
additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that
Aerex’s results of operations will fall short of our most recent projections of its future cash flows.
Long-lived assets
We review the carrying amounts of our long-lived
assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be
recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market
value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that
would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and
used, we recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measure
the impairment loss based on the difference between the carrying amount and fair value.
Through our subsidiary, CW-Bali, we have built and presently operate a seawater reverse osmosis plant
with a productive capacity of approximately 264,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali,
Indonesia. Since its inception, we have recorded operating losses for CW-Bali as the sales volumes for its plant have not been
sufficient to cover its operating costs. In 2017 and 2016, we determined, based upon probability-weighted scenarios for CW-Bali’s
future undiscounted cash flows, that the carrying values of CW-Bali’s long-lived assets and our investment in CW-Bali were
not recoverable. We recorded impairment losses of $1.6 million and $2.0 million, for the years ended December 31, 2017 and 2016,
respectively, to reduce the carrying values of these assets to their fair values.
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, 2017 (“2017 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 2017 Form 10-K.
Three Months Ended March 31, 2018 Compared
to Three Months Ended March 31, 2017
Consolidated Results
Net income attributable to Consolidated Water Co. Ltd. stockholders for 2018 was $2,092,525 ($0.14 per
share on a fully-diluted basis), as compared to $2,631,228 ($0.18 per share on a fully-diluted basis) for 2017.
Total revenues for 2018 decreased to $15,336,395 from $15,677,106 in 2017 as a result of lower revenues
for our manufacturing segment. Gross profit for 2018 was $6,604,518 (43% of total revenues) as compared to $6,833,568 (44% of total
revenues) for 2017. For further discussion of revenues and gross profit see the “Results by Segment” analysis that
follows.
General and administrative (“G&A”)
expenses on a consolidated basis remained relatively consistent at $4,767,444 and $4,797,192 for 2018 and 2017, respectively.
Net other income for 2018 was $144,910,
as compared to $393,752 for 2017. The decrease in this net component of our results of operations results from a net unrealized
loss of ($206,000) recorded in 2018, as compared to a net unrealized gain of $165,000 recorded in 2017, for the revaluation to
fair value of the put/call options arising from the Aerex acquisition.
Results by Segment
Retail Segment:
The retail segment contributed $522,971
and $789,058 to our income from operations for 2018 and 2017, respectively.
Revenues generated by our retail water operations decreased slightly to $6,431,348 in 2018 from $6,476,604
in 2017, while the volume of water sold increased by approximately 3% from 2017 to 2018. The slight decrease in revenues for 2018
is attributable to a shift in the relative sales volumes in Grand Cayman to larger customers with a lower effective water rate.
Retail segment gross profit was $3,669,794
(57% of retail revenues) and $3,792,318 (59% of retail revenues) for 2018 and 2017, respectively. The slight decline in retail
gross profit as a percentage of revenues from 2017 to 2018 is attributable to the decrease in revenues and an increase in employee
costs in 2018.
Consistent with prior periods, we record
all non-direct G&A expenses in our retail segment and do not allocate any of these non-direct costs to our other three business
segments. Retail G&A expenses for 2018 and 2017 remained relatively consistent at $3,145,483 and $3,012,860, for 2018 and 2017,
respectively.
Bulk Segment:
The bulk segment contributed $2,489,957
and $2,373,537 to our income from operations for 2018 and 2017, respectively.
Bulk segment revenues were $8,228,515 and
$7,690,402 for 2018 and 2017, respectively. The increase in bulk revenues from 2017 to 2018 is attributable to our Bahamas operations,
which generated approximately $555,000 in incremental revenues due to a significant increase in the prices of diesel fuel and electricity
from 2017 to 2018, which increased the energy component of our bulk water rates in the Bahamas.
Gross profit for our bulk segment was $2,831,924
(34% of bulk revenues) and $2,674,613 (35% of bulk revenues) for 2018 and 2017, respectively. Gross profit as a percentage of revenues
decreased in 2018 as compared to 2017 due to higher energy prices, as energy expense for our bulk operations was approximately
$361,000 more in 2018 than in 2017.
Bulk segment G&A expenses remained
relatively consistent at $341,967 for 2018 as compared to $301,076 for 2017.
Services Segment:
The services segment incurred losses from
operations of ($661,743) and ($715,320) for 2018 and 2017, respectively.
Services segment revenues remained relatively
consistent at $123,764 and $130,252 for 2018 and 2017, respectively.
Gross profit (loss) for our services segment was ($11,107) and
$28,086 for 2018 and 2017, respectively. The decrease in the services segment’s gross profit from 2017 to 2018 reflects an
increase in employee and various other costs.
G&A expenses for the services segment
were $650,636 and $743,406 for 2018 and 2017, respectively. The decrease in G&A expenses for 2018 results from a decrease of
approximately $72,000 in the project development expenses incurred by our Mexican subsidiaries.
Manufacturing Segment:
The manufacturing segment incurred losses
from operations of ($515,451) and ($401,272) for 2018 and 2017, respectively.
Manufacturing revenues were $552,768 and
$1,379,848 for 2018 and 2017, respectively. Manufacturing revenues decreased from 2017 to 2018 due to Aerex’s production
in 2018 of various components to be used by its affiliate, CW-Bahamas, in the refurbishment of CW-Bahamas’ Windsor plant.
While the revenues Aerex generated from this work for CW-Bahamas amounted to approximately $700,000, such intercompany revenues
are eliminated in consolidation for financial reporting purposes.
Manufacturing segment gross profit was
$113,907 (21% of manufacturing revenues) and $338,551 (25% of manufacturing revenues) for 2018 and 2017, respectively. Gross profit
for 2018 decreased in dollars and as a percentage of revenues from 2017 due to the allocation of part of Aerex’s production
capacity during 2018 to the work performed for CW-Bahamas.
G&A expenses for the manufacturing
segment declined to $629,358 for 2018 as compared to $739,850 for 2017 due to non-recurring project development expenses incurred
in 2017.
FINANCIAL CONDITION
The significant changes in the consolidated
balance sheet as of March 31, 2018 as compared to December 31, 2017 result from increases in accounts receivable and construction
in progress.
The increase in accounts receivable is
primarily attributable to an increase in CW-Bahamas’ receivables from the WSC of $3.1 million. The increase in construction
in progress reflects capital improvements to CW-Bahamas’ Windsor plant as well as our Abel Castillo Water Works plant in
Grand Cayman.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Position
Our projected liquidity requirements for
the last three quarters of 2018 include capital expenditures for our existing operations of approximately $14.4 million (primarily
for capital improvements to the Windsor plant in the Bahamas and for the expansion of the ACWW plant in Grand Cayman), approximately
$294,000 for notes payable, approximately $2.8 million to be expended for NSC's and AdR's project development activities and approximately
$1.3 million for dividends payable. Our liquidity requirements for 2018 may also include future quarterly dividends, if such dividends
are declared by our Board. Our dividend payments amounted to approximately $4.5 million for the year ended December 31, 2017 and
approximately $1.3 million for the three months ended March 31, 2018.
In February 2017, we and the former sole
shareholder of Aerex loaned Aerex $408,000 and $392,000, respectively, in the form of notes payable which were scheduled to mature
on September 30, 2017 and bore interest at 1% per annum. In October 2017, we and the former shareholder of Aerex extended the term
of the notes payable issued in February 2017 for an additional six months to a new maturity date of March 31, 2018. Additionally,
in October 2017 we and the former shareholder loaned Aerex an additional $306,000 and $294,000, respectively, in the form of notes
payable that bore interest at 1% with a maturity date of March 31, 2018. In March 2018, the original notes payable of $408,000
and $392,000 were repaid and the maturity date of the remaining notes payable of $306,000 and $294,00 was extended to September
30, 2018.
As of March 31, 2018, we had cash and cash
equivalents of approximately $43.7 million and working capital of approximately $58.6 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 2018 and thereafter.
CW-Belize Liquidity
Transfers of funds held by our subsidiary CW-Belize, to our parent company, which are accomplished by
means of conversion of Belize dollars into U.S. dollars, require the approval of the Central Bank of Belize and are dependent on
the amount of U.S. dollars available to Belize banks to execute such transfers. Weakness in the Belize economy and other factors
have reduced the amount of U.S. dollars that Belize banks have available for transfer, which has limited the amount of funds we
are presently able to transfer from CW-Belize. Our repatriations of funds from CW-Belize to our parent company amounted to
$458,000 and $400,000 for the years ended December 31, 2017 and 2016, respectively, significantly less than the net income and
net cash flows CW-Belize generated for those years. During the three months ended March 31, 2018, we repatriated approximately
$307,000 in funds from CW-Belize to our parent company. As of March 31, 2018 and December 31, 2017, the equivalent U.S. dollar
cash amounts for our bank account deposits in Belize were approximately $6.0 million and $6.3 million, respectively.
We cannot presently determine when we will
have an improved ability to transfer funds from CW-Belize. While we presently have sufficient liquidity from other sources, should
we need to access our cash balances held by CW-Belize in the future to support our other operations, the majority of such funds
may not be available for immediate transfer from Belize.
Discussion of Cash Flows for the Three Months Ended March
31, 2018
Our cash and cash equivalents decreased
to $43.7 million as of March 31, 2018 from $47.2 million as of December 31, 2017.
Cash Flows from Operating Activities
Our operating activities provided cash of approximately $679,000. This net cash provided reflects net
income generated for the three months of approximately $2.1 million as adjusted for (i) various items included in the determination
of net income that do not affect cash flows during the year; and (ii) changes in the other components of working capital. The more
significant of such items and changes in working capital components included depreciation and amortization of approximately $1.7
million and a net increase in accounts receivable of approximately $2.8 million.
Cash Flows from Investing Activities
Net cash used in our investing activities
was approximately $2.5 million. Additions to property, plant and equipment and construction in progress were approximately $2.9
million which was slightly offset by $341,655 in collections on loan receivable.
Cash Flows from Financing Activities
Our financing activities used approximately
$1.7 million in net cash as we paid dividends of approximately $1.3 million and repaid a $392,000 note payable from Aerex’s
prior sole stockholder.
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, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline
to its 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 March 31, 2018 and 2017, we generated approximately 42% and 41%, respectively, of our
consolidated revenues and 55% and 56%, respectively, of our consolidated gross profit from the retail water operations conducted
pursuant to Cayman Water’s exclusive license.
The license was originally 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. The most recent extension of the license expired on January 31, 2018. We
continue to provide water subsequent to January 31, 2018 on the assumption that the license has been further extended to allow
the parties to continue negotiations without interruption to an essential service.
In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities
regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of
protecting the rights of consumers, encouraging affordable utility services, and promoting competition. OfReg, which began operations
in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation
was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the
water utility sector and the retail license negotiations from the Water Authority – Cayman (“WAC”) to OfReg in
May 2017. We began license negotiations with OfReg in July 2017 and such negotiations are continuing.
Under its present license, Cayman Water
pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling
prices of water sold to its 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
WAC, on behalf of the government, previously reviewed and confirmed the calculations of the price adjustments for inflation and
electricity costs. On July 7, 2017, we were advised by OfReg that regulatory responsibility for the water utility sector had been
transferred from the WAC to OfReg effective May 22, 2017, and that effective immediately all reviews and confirmations of calculations
of the price adjustments for inflation and electricity costs will be performed by OfReg. If Cayman Water wants to adjust its prices
for any reason other than inflation or electricity costs, Cayman Water has to request prior approval of the Cabinet of the Cayman
Islands government. Disputes regarding price adjustments would be referred to arbitration.
The Cayman Islands government could ultimately offer a third party a license to service some or all of
Cayman Water’s present service area. However, as set forth in the existing license, “
the Governor hereby agrees
that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other
person or company for the processing, distribution, sale and supply of water within the Licence Area without having first offered
such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.”
We are presently unable to determine what
impact the resolution of our retail license negotiations will have on our cash flows, financial condition or results of operations
but such resolution could result in a material reduction of the operating income and cash flows we have historically generated
from our retail operations and could require us to record an impairment loss to reduce the carrying value of our goodwill. Such
impairment loss could have a material adverse impact on our results of operations.
NSC and AdR Project Development
In May 2010, we acquired, through our wholly-owned
Netherlands subsidiary, Consolidated Water Cooperatief, U.A., (“CW-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 99.99%. NSC was formed to pursue a project (the “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 accompanying pipelines to deliver water to the Mexican potable water
system. As discussed in the paragraphs that follow, during 2015 the scope of the Project was defined by the State of Baja California
(the “State”) to consist of a first phase consisting of a 50 million gallon per day plant and a pipeline that connects
to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons of production capacity.
Through a series of transactions completed
in 2012-2014, NSC purchased 20.1 hectares for approximately $20.6 million on which the proposed Project’s plant would be
constructed.
In November 2012, NSC entered into a lease
with an effective term of 20 years from the date of full operation of the desalination plant 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
$15,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project.
In August 2014, the State enacted new legislation
to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority
and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, on January 4, 2015, NSC submitted
an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California
(“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for
the Project that complies with requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”)
to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private
Association Projects State Committee (the “APP Committee”) for review and authorization. If the Project was authorized
the State would be required to conduct a public tender for the Project.
In response to its APP Proposal, in September
2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California
(“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest
with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project and accompanying
required public tender process should be conducted. In November 2015, the State officially commenced the tender for the Project,
the scope of which the State has defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant
and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting
of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and
Degremont S.A. de C.V. (the “Consortium”) submitted its tender for the Project in April 2016 and in June 2016, the
State designated the Consortium as the winner of tender process for the Project.
Due to the amount of capital the Project
requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State
for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new
company (“Newco”) that would build and own the Project; (ii) NSC’s potential partners would provide the majority
of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership
position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with
an entity partially owned by NSC or another Company subsidiary.
In August 2016 NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”),
a special purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that
(i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operation and
(ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins
commercial operation. As of December 31, 2017, NSC owned 99.6% of the equity of AdR.
On August 22, 2016, the Public Private
Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (“APP Contract”),
was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance and the Public
Utilities Commission of Tijuana (“CESPT”). The APP Contract requires AdR to design, construct, finance and operate
a seawater desalination plant (and accompanying aqueducts) with a capacity of up to 100 million gallons per day in two phases:
the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California;
and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The first
phase must be operational within 36 months of commencing construction and the second phase must be operational by the end of 2024.
The APP Contract further requires AdR to operate and maintain the plant and aqueducts for a period of 37 years starting from the
commencement of operation of the first phase. At the end of the operating period, the plant and aqueducts will be transferred to
CEA. The total Project cost for Phase 1 of the Project is presently estimated at approximately 9.1 billion Mexican pesos.
The APP Contract does not become effective
until the following conditions are met:
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the State has established
and registered various payment trusts, guaranties and bank credit lines for specific use by the Project;
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the CEA has obtained the
rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use;
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various water purchase
and sale agreements between the CEA, the payment trusts and the CESPT have been executed;
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AdR has obtained all of
the rights of way required for the aqueduct;
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AdR has obtained permission
from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and
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all debt financing agreements
necessary to provide the funding to AdR for the first phase of the Project have been executed.
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In December 2016, the Congress of the
State of Baja California, Mexico passed Decreto #57 which, among other things, ratified and authorized the payment obligations
of the corresponding public entities under the APP Contract. During 2017, following consultations between representatives of the
State of Baja California and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments
to Decreto #57 were required in order to comply with recent changes to the Federal Financial Discipline Law for Federative Entities
and Municipalities. In addition, it was necessary to amend Decreto #57 to authorize the inclusion of revenues from the CESPT in
the primary payment trust for the Project. These amendments were included in Decreto # 168, which was approved by the Congress
of the State of Baja, California in December 2017. Following its issuance, two actions were filed in Mexican Courts against Decreto
#168. While neither NSC nor AdR have been named as a party in these actions, based upon publicly available information we believe
(1) one of these actions consists of a challenge filed by certain members of the Congress of the State of Baja California alleging
certain elements of Decreto #168 are contrary to the Mexican constitution; and (2) that the other action represents an amparo
(i.e. a constitutional appeal) filed by certain members of indigenous groups that alleges Decreto #168 violates certain of the
human rights and individual guarantees they are afforded under the Mexican constitution. With respect to the action mentioned
in (1), we cannot presently determine what impact, if any, it will have upon the Project. With respect to the action mentioned
in number (2), according to publicly available information, we understand that on March 27, 2018, a resolution dismissing such
proceeding was issued (and subsequently published in the official lists of the corresponding court on April 16, 2018), as the
claimants were not able to evidence their legal interest. On May 3, 2018, the court deciding on such action determined this resolution
to be final, as the claimants did not file a remedy against it.
Both the exchange rate for the Mexico peso
relative to the dollar and general macroeconomic conditions in Mexico have varied since the execution of the APP Contract. These
changes could adversely impact the estimated construction, operating, and financing costs for the Project. The APP Contract and
the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant
macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff
to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project.
If AdR is unable to obtain this requested increase in the water tariff, it may be unable to obtain the debt and equity financing
required for the Project. We are currently unable to determine whether or not such water tariff increase will be approved.
In February 2018, AdR executed a subscription
agreement (the “Agreement”) for the equity funding required for the Project. The Agreement calls for NSC to retain
a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”),
a Mexico company managed by an affiliate of a leading U.S. asset manager, will acquire a minimum of 55% of the equity of AdR. The
Agreement also provides Suez Medio Ambiente México, S.A. de C.V., (“Suez”) a subsidiary of SUEZ International,
S.A.S., with the option to purchase 20% of the equity of AdR. If Suez does not exercise this option, NSC will retain 35% of the
equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement will become effective when the additional conditions
related to the Project are met, including but not limited to those conditions discussed previously. The aggregate funding to be
provided by AdR’s shareholders for the Project, in the form of equity and subordinated shareholder loans, is presently estimated
at approximately 20% of the total cost of Phase 1 of the Project.
NSC expects to generate a portion of its
funding for AdR through the sale to AdR of the land it has purchased for the Project. Under the terms of the Agreement, Suez will
design and construct the Project, while a joint venture company between NSC and Suez will operate the Project.
In February 2018, our subsidiary, Consolidated Water U.S. Holdings, acquired the remaining 0.4% of AdR’s
equity ownership previously held by NuWater.
If AdR is ultimately unable to proceed
with the Project, the land NSC has purchased and the right of way deposits may lose their strategic importance derived from their
association with the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately
be unable to sell this land or recoup its right of way deposits for amounts at least equal to their current carrying values of
approximately $20.6 million and $1.3 million, respectively. Any loss on the sale of the land, or impairment losses NSC may be required
to record as a result of a decrease in the (i) fair value of the land; or (ii) value of the rights of way arising from the inability
to complete the Project could have a material adverse impact on our results of operations.
Included in our results of operations are
general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting
and other costs relating to Project development activities. Such expenses amounted to approximately $648,000 and $720,000 for the
three months ended March 31, 2018 and 2017, respectively. The assets and liabilities of NSC and AdR included in our consolidated
balance sheets amounted to approximately $23.7 million and $305,000, respectively, as of March 31, 2018 and approximately $23.1
million and $173,000 respectively, as of December 31, 2017.
Project Litigation Initiated by EWG
Tecate Claim:
Immediately following CW-Cooperatief’s
acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company,
Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to
EWG Water LLC (“EWG”) and the other half of its shares in NSC to Alejandro de la Vega (the “individual shareholder”).
In February 2012, we paid $300,000 to enter into an agreement (the “Option Agreement”) that provided us with an option,
exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $1.0 million
along with an immediate power of attorney to vote those shares. 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 CW-Cooperatief by issuing additional shares of its stock. As a result
of this share issuance to CW-Cooperatief, we acquired 99.99% 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 individual 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 paid the $1.0 million to the individual
shareholder to purchase the Option Agreement shares in February 2014.
In October 2015, we learned that EWG filed
a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, other third parties, and the Public Registry of Commerce
of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG challenged, among
other things, the capital investment transactions that increased our ownership interest in NSC to 99.99%. EWG requested that the
court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico
to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial
activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions
for the lawsuit on NSC’s public records.
EWG also sought an order directing, among
other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii)
NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief.
On April 5, 2016, NSC filed a motion for
reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency
of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee
to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico
court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records; and (ii)
rejecting NSC’s motion for cancellation of the appointment of the inspector.
On April 26, 2016, NSC filed a full answer
to EWG’s claims rejecting every claim made by EWG.
On May 17, 2016, NSC filed a claim with
the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the “Amparo Court”)
challenging the Tecate, Mexico court ex-parte order which appointed an inspector over NSC’s commercial activities. On July
29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment
of an inspector.
On September 6, 2016, the Tecate, Mexico
court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed in the amount of 300,000
Mexican pesos and was given to the court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to
the challenged transactions were suspended.
On May 2, 2017, the Tecate, Mexico court
declared that the initial filing of this lawsuit had expired due to EWG’s lack of activity with respect to certain actions
required to proceed to trial. However, EWG can appeal the expiration or refile the lawsuit.
Tijuana Claim – Amparo:
In addition to the Tecate Claim, we understand
from publicly available information that during 2018, EWG initiated an ordinary mercantile claim against the individual shareholder
named in the Tecate Claim, NSC and CW-Cooperatief, (with AdR being named as a third party to be called to trial) before the Tenth
Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”).
Neither NSC nor CW-Cooperatief have been
officially served with such claim, nor has AdR been notified that it has to appear for such trial. However, we understand from
available information that this claim is similar to the Tecate Claim in the petitions sought by EWG. In this claim, EWG challenged,
among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions
that increased the ownership interest of CW-Cooperatief in NSC to 99.99%, as a consequence of the Option Agreement. EWG requested
that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials
in Mexico to record the pendency of the lawsuit in the public records (including a special request to register a lien over the
real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials
in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of
the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom
negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito”
water desalination project, are being carried out. We understand that the Tenth Civil Judge granted, ex-parte, the preliminary
relief sought by EWG, which resulted in the issuance of official writs to several governmental /public entities involved with
the Project. AdR and NSC are in the process of preparing legal responses to this claim under the belief they will be officially
served in the near future.
On April 25, 2018, AdR filed an amparo
(i.e. a constitutional appeal) against the official writs issued by the Tenth Civil Judge to two governmental entities. On May
2, the Third District Court in Amparo and Federal Trials in the State of Baja California granted a provisional suspension, whereby
the effects and consequences of the claimed official writs were temporarily suspended. On May 4, 2018, the amparo claim was amended
to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities
and one banking institution. AdR is awaiting the incidental hearing on this amparo amendment.
We cannot presently determine what impact
the resolution of this litigation may have on the Project.
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 Belize courts
could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on
November 29, 2012.
On December 8, 2017, we received a favorable
ruling from the Supreme Court of Belize stating that (i) the claims by the PUC in the Order and the Second Order were unlawful,
null and void and of no effect; and (ii) the PUC is prohibited from taking any steps or proceedings or making any further Order
in respect of the said Order. However, on February 20, 2018, the PUC filed an appeal with the Belize Court of Appeal, the results
of which are pending. We are presently unable to determine what impact the resolution of this matter will have on our financial
condition, results of operations or cash flows.
Adoption of new accounting standards:
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. 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. This amendment was originally effective January 1, 2017. In August 2015,
the FASB issued ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
, which defers
the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017.
In March 2016, the FASB issued ASU 2016-08,
Principal versus Agent Considerations (Reporting Revenue Gross versus Net
), that amends the principal versus agent guidance
in ASU 2014-09. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before
they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when
services are provided and when goods or services are combined with other goods or services.
In April 2016, the FASB issued ASU 2016-10,
Identifying Performance Obligations and Licensing,
that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual
property. ASU 2016-10 changed the FASB's previous proposals on renewals of right-to-use licenses and contractual restrictions.
The effective date of the standard for us will coincide with ASU 2014-09 during the first quarter 2018.
In May 2016, the FASB issued ASU 2016-11,
Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards
Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting
. ASU 2016-11 rescinds several
SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping
and handling fees and freight services.
In May 2016, the FASB issued ASU 2016-12,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,
which clarifies implementation
guidance around collectability, sales taxes collected from customers, noncash considerations, contract modifications at transition,
and completed contracts at transition.
In December 2016, the FASB issued ASU 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
, which amended the guidance on
performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is
effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period,
and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition
method.
The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same
as ASU 2015-14 discussed above. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied
to those contracts which were not completed as of January 1, 2018. There was no impact to opening retained earnings as
of January 1, 2018 as a result of the adoption of this standard.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,
which provides guidance for the recognition, measurement, presentation and disclosure of financial assets and financial liabilities.
In February 2018, the FASB issued ASU 2018-03,
Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
, that clarifies the guidance in ASU No.
2016-01 on equity securities and certain fair value option liabilities among other things. ASU 2016-01 and ASU 2018-03 are effective
for fiscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective
using the cumulative-effect transition approach. Early application is permitted for certain provisions. The adoption of ASU 2016-01
and ASU 2018-03 did not have a material impact on our financial position, results of operations or cash flows.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
, which clarifies how certain
cash receipts and payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning
after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-15 did not have a material impact on our financial
position, results of operations or cash flows for the three months ended March 31, 2018. For the three months ended March 31, 2017,
the adoption resulted in a reclass of approximately $1.1 million from investing activities to operating activities in the condensed
consolidated statement of cash flows related to the distribution of earnings from OC-BVI.
Effect of newly issued but not yet effective accounting standards:
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
, which provides guidance for
accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations
created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. In January 2018, the FASB
issued ASU 2018-01,
Leases (Topic 842)
, which provides an optional transition practical expedient for the adoption of ASU
2016-02 that, if elected, would not require an organization to reconsider their accounting for existing land easements that are
not currently accounted for under the old leases standard and clarify that new or modified land easements should be evaluated under
ASU 2016-02, once an entity has adopted the new standard. ASU 2016-02 and ASU 2018-01 are effective for annual and interim periods
beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the effect the adoption of this amendment
will have on our consolidated financial statements, however, we expect that the adoption of the new lease standard will have a
material impact on our consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities principally
for certain leases currently accounted for as operating leases.
Dividends
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On January 31, 2018, we paid a dividend of $0.085 to shareholders of record on January 3, 2018.
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On February 6, 2018, our Board declared a dividend of $0.085 payable on April 30, 2018 to shareholders of record on April 2,
2018.
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We have paid dividends to owners of our
common shares and redeemable preferred 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 of Directors deems
relevant in determining the amount and timing of such dividends.
Dividend Reinvestment and Common Stock
Purchase Plan
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This program is available to our shareholders,
who may reinvest all or a portion of their common 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 the Bahamas, Belize 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.