<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to _____________________
Commission file number 0-25248
CONSOLIDATED WATER CO. LTD.
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(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS
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(Jurisdiction of incorporation or organization)
Trafalgar Place, West Bay Road, P.O. Box 1114GT, Grand Cayman, B.W.I.
---------------------------------------------------------------------
(Address of principal executive offices)
(345) 945-4277
---------------------------------------------
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each class of Consolidated Water Co. Ltd.
common stock, as of the latest practicable date: Ordinary Shares CI$1.00 par
value, outstanding at September 30, 2000: 3,856,254 shares.
EXCHANGE RATES
Unless otherwise indicated, all dollar amounts are in United States Dollars and
references to "$", "U.S.", or "U.S. $" are to United States Dollars. References
in this Report to "CI$" are to Cayman Islands Dollars.
The official fixed exchange rate for conversion of CI$ into U.S. $, as
determined by the Cayman Islands Monetary Authority, has been fixed since April
1974 at U.S. $1.20 per CI$1.00.
<PAGE> 2
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q for Consolidated Water Co. Ltd. (the "Company") includes
statements that may constitute "forward-looking" statements, usually containing
the words "believe," "estimate," "project," "intend," "expect" or similar
expressions. These statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that would cause
or contribute to such differences include, but are not limited to, continued
acceptance of the Company's products and services in the marketplace, changes in
its relationship with the governments of the jurisdictions in which it operates,
the ability to successfully secure contracts for water projects in other
countries, the ability to develop and operate such projects profitably, and
other risks detailed in the Company's other periodic report filings with the
Securities and Exchange Commission. By making these forward-looking statements,
the Company undertakes no obligation to update these statements for revisions or
changes after the date of this Form 10-Q.
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Expressed in United States Dollars)
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 736,021 22,146
Accounts receivable 1,290,914 1,230,412
Spares stock 115,608 94,303
Inventory of water 28,984 28,984
Other assets 368,225 298,906
------------ ------------
Total current assets 2,539,752 1,674,751
Property, plant and equipment 16,791,744 14,756,570
Intangible Asset 2,094,587 --
------------ ------------
Total assets $ 21,426,083 $ 16,431,321
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short term bank debt 468,399 651,606
Current portion of long term debt 214,252 310,135
Obligations under capital leases 55,905 320,141
Accounts payable-trade and accrued expenses 1,134,809 1,090,203
Dividends payable 312,794 266,585
------------ ------------
Total current liabilities 2,186,159 2,638,670
Long term debt 1,243,268 1,926,786
Other liabilities 117,686 87,566
------------ ------------
Total liabilities 3,547,113 4,653,022
------------ ------------
STOCKHOLDERS' EQUITY
Redeemable preferred stock 46,428 49,270
Common stock 4,630,491 3,794,960
Capital in excess of par value 6,497,338 3,243,188
Retained earnings 6,704,713 5,512,184
Treasury shares -- (821,303)
------------ ------------
Total stockholders' equity 17,878,970 11,778,299
------------ ------------
Total liabilities and stockholders' equity $ 21,426,083 $ 16,431,321
============ ============
The accompanying information and notes are an
integral part of these financial statements
2
<PAGE> 4
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME
Water sales 2,259,880 1,862,276 7,202,285 6,120,056
Other income 124,889 83,199 356,714 252,614
----------- ----------- ----------- -----------
2,384,769 1,945,475 7,558,999 6,372,670
EXPENSES
Cost of water sales 1,274,524 1,060,206 3,938,160 3,468,517
Administrative costs 488,910 416,602 1,381,637 1,202,708
Interest expense 24,390 30,295 120,372 92,532
----------- ----------- ----------- -----------
Income before accounting charge 596,945 438,372 2,118,830 1,608,913
Cumulative effect of a change in accounting
principle -- -- -- (115,888)
-----------
Net income $ 596,945 $ 438,372 $ 2,118,830 $ 1,493,025
=========== =========== =========== ===========
BASIC EARNINGS PER COMMON SHARE
Income before accounting change -- -- -- $ 0.53
Accounting change -- -- -- ($ 0.04)
-----------
Net income $ 0.16 $ 0.14 $ 0.62 $ 0.49
=========== =========== =========== ===========
DILUTED EARNINGS PER COMMON SHARE
Income before accounting change -- -- -- $ 0.50
Accounting change -- -- -- ($ 0.04)
-----------
Net income $ 0.15 $ 0.13 $ 0.60 $ 0.46
=========== =========== =========== ===========
Weighted average number of common shares
used in the determination of:
basic earnings per share 3,845,615 3,088,547 3,415,840 3,045,678
=========== =========== =========== ===========
diluted earnings per share 3,937,377 3,264,955 3,504,438 3,222,086
=========== =========== =========== ===========
</TABLE>
The accompanying information and notes are an
integral part of these financial statements.
3
<PAGE> 5
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
----------------- ------------------
<S> <C> <C>
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 2,762,182 2,072,045
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property, plant and equipment (889,600) (722,831)
Purchase of subsidiary, net of cash acquired (3,966,978) --
Proceeds from sale of equipment and assets held for resale 1,590 360
----------- -----------
Net cash used in investing activities (4,854,988) (722,471)
----------- -----------
CASH FLOWS FROM /(USED IN) FINANCING ACTIVITIES
Net proceeds from issuance of common stock 5,368,947 222,525
Repurchase of common stock (494,375) (742,258)
Principal payments of long term debt (779,401) (405,649)
Principal payment under capital lease obligation (264,236) (258,228)
Dividends paid (841,047) (387,612)
Decrease in short term bank debt (183,207) (60,247)
----------- -----------
Net cash provided by/(used in) financing activities 2,806,681 (1,631,469)
----------- -----------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 713,875 (264,606)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 22,146 378,785
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 736,021 $ 174,426
----------- -----------
</TABLE>
The accompanying information and notes are an
integral part of these financial statements.
4
<PAGE> 6
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
FOR EACH OF THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999
(Expressed in United States dollars)
<TABLE>
<CAPTION>
ADDITIONAL REDEEMABLE TOTAL
ORDINARY PAID IN TREASURY PREFERENCE RETAINED STOCKHOLDERS
SHARES CAPITAL SHARES SHARES EARNINGS EQUITY
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1998 3,667,466 2,775,355 (62,375) 52,686 4,560,259 10,993,391
ISSUE OF COMMON
STOCK (NET) 178,812 203,729 14,387 396,928
PURCHASE OF
TREASURY STOCK (742,258) (742,258)
NET INCOME FOR
THE PERIOD 1,493,025 1,493,025
DIVIDENDS (387,612) (387,612)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT
SEPTEMBER 30, 1999 3,846,278 2,979,084 (804,633) 67,073 5,665,672 11,753,474
=========== =========== =========== =========== =========== ===========
BALANCE AT
DECEMBER 31, 1999 3,794,960 3,243,188 (821,303) 49,270 5,512,184 11,778,299
PURCHASE OF
TREASURY STOCK (494,375) (7,486) (501,861)
WARRANTS 120,000 280,000 400,000
EXERCISED
ISSUE OF COMMON
STOCK (NET) 715,531 2,974,150 1,315,678 4,644 5,010,003
NET INCOME FOR
THE PERIOD 2,118,830 2,118,830
DIVIDENDS (926,301) (926,301)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE AT
SEPTEMBER 30, 2000 4,630,491 6,497,338 46,428 6,704,713 17,878,970
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying information and notes are an
integral part of these financial statements.
5
<PAGE> 7
CONSOLIDATED WATER CO. LTD.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
(Expressed in United States dollars except where stated otherwise)
The accompanying financial statements should be read in conjunction with the
1999 Annual Report for the Company on Form 20-F. The interim financial
statements are unaudited, but in the opinion of management, reflect all
adjustments necessary for a fair presentation of results for such periods.
1. Significant Accounting and Reporting Policies
As a result of a management decision, we have has voluntarily adopted accounting
principles generally accepted in the United States of America, ("US GAAP").
Prior annual financial statements have been prepared in accordance with
International Accounting Standards, ("IAS"). This adoption of US GAAP is
effective for all periods commencing January 1, 2000. As a result all prior
periods' financial statements presented in this Form 10-Q have been prepared in
accordance with US GAAP.
The following income statement and balance sheet captions contain certain items,
the accounting for which has changed as a result of the change from
International Accounting Standards to US GAAP:
INCOME STATEMENT
Administrative costs include: i) recognition of stock option compensation
expenses and ii) start up costs expensed following the application of SOP 98-5.
BALANCE SHEET
Accounts payable and accrued expenses are affected by: i) stock compensation
relating to unexercised options. Fixed assets are affected by: i) reversal of
recognition of unrealized capital gains. Additional paid in capital is affected
by: i) stock compensation relating to exercised options. Retained earnings and
other reserves are affected by: i) stock option compensation expense, ii) start
up costs and iii) reversal of recognition of unrealized capital gains.
Cash and cash equivalents: As a result of the application of US GAAP, cash and
cash equivalents now represents cash, and highly liquid bank deposits with
original maturity of three months or less.
Detailed information on accounting principles for the above items under US GAAP,
as well as the value of the reconciling items between US GAAP and IAS at
December 31, 1999 and other dates and for other periods can be found in Note 20
of the Company's annual financial statements included in Form 20-F.
The following accounting policies have been adopted by us during the three
months ended September 30, 2000:
BASIS OF CONSOLIDATION
Our consolidated financial statements include the accounts of its wholly owned
subsidiaries Belize Water Ltd. and Commonwealth Water Limited. The operating
results of Belize Water Ltd. have been included in the financial statements
since the date of the acquisition. All intercompany balances and transactions
have been eliminated. There are no operating results or balances for
Commonwealth Water Limited as the company has been dormant since inception.
INTANGIBLE ASSET
The intangible assets consists of the operating license acquired on the
acquisition of Belize Water Ltd. and is being amortized over an 11 year period
that represents the remaining period of the license which expires in April,
2011.
REPORTING CURRENCY
The functional currency of our Company and our foreign subsidiary are their
respective local currencies. Our consolidated operations are reported using
United States dollars.
6
<PAGE> 8
CONSOLIDATED WATER CO. LTD.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
The exchange rate between the Cayman Islands dollar and the United States dollar
has been fixed during all periods presented at CI$1.00 to US$1.20.
For consolidation purposes, the assets and liabilities of our foreign subsidiary
(Belize Water Ltd.) are translated into U.S. dollars using the exchange rate
between the Belize dollar and the United States dollar which has been fixed
during all periods at BZ$2.00 to US$1.00. Income and expense items are
translated at this fixed rate. No foreign currency gain or losses arise on the
translation of the foreign subsidiary's operations, due to the fixed exchange
rate.
2. Business Combination
On July 21, 2000, we acquired all of the issued and outstanding capital stock of
Seatec Belize Ltd. a company organized under the laws of Belize. Seatec Belize
Ltd., now renamed Belize Water Ltd., owns and operates a reverse osmosis plant
in Belize, which we acquired upon closing of this transaction. The total
purchase price of $3,971,729 was paid in cash including direct external costs
incurred in the acquisition amounting to $29,734.
This acquisition has been accounted for by the purchase method. The purchase
price was allocated, based on their respective fair values, among the
identifiable tangible and intangible assets and liabilities. Of this purchase
price $2,125,274 has been attributed to intangible assets and represents the
value of the operating license of the acquired company.
Disclosure of this transaction was previously made on Form 20-F filed with the
Commission on June 30, 2000 and Form 10-Q filed on August 14, 2000.
The following table presents unaudited pro forma combined results of our
company, and Belize Water Ltd., as if the acquisition had taken place at the
beginning of the financial periods of 1999 and 2000:
<TABLE>
<CAPTION>
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2000 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
Revenue 7,774,368 6,780,224
Income before accounting change 2,276,584 1,935,891
Cumulative effect of a change in
accounting principal -- (115,888)
Net income 2,276,584 1,820,003
BASIC EARNINGS PER COMMON SHARE
Income before accounting change $ 0.59 $ 0.64
Accounting change -- ($ 0.04)
---------- ----------
Net income $ 0.59 $ 0.60
========== ==========
</TABLE>
7
<PAGE> 9
CONSOLIDATED WATER CO. LTD.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
3. Segmented Information
During the three months ended September 30, 2000, we acquired a 100% stake in
Belize Water Ltd. that has been consolidated in these condensed financial
statements. Under FAS 131 "Disclosure about Segments of an Enterprise and
Related Information" the subsidiary, whose operations are located in Ambergris
Caye, Belize, is considered by management as a separate business segment.
The basis of measurement of segment information is similar to that adopted for
the financial statements.
<TABLE>
<CAPTION>
FULL THREE MONTHS ENDING SEPTEMBER 30
-----------------------------------------------------------------------------------------------
2000 1999
------------------------------------------ --------------------------------------------
CAYMAN CAYMAN
ISLANDS BELIZE TOTAL ISLANDS BELIZE TOTAL
------- ------ ----- ------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Water sales 2,055,966 203,914 2,259,880 1,862,276 -- 1,862,276
Other income 124,889 -- 124,889 83,199 -- 83,199
Cost of water
sales 1,171,152 103,372 1,274,524 1,060,206 -- 1,060,206
Administrative
costs and
interest expense 500,994 12,306 513,300 446,897 -- 446,897
Net income 508,709 88,236 596,945 438,372 -- 438,372
Segment assets 19,365,434 2,060,649 21,426,083 15,784,942 -- 15,784,942
</TABLE>
<TABLE>
<CAPTION>
FULL NINE MONTHS ENDING SEPTEMBER 30
-----------------------------------------------------------------------------------------------
2000 1999
------------------------------------------ --------------------------------------------
CAYMAN CAYMAN
ISLANDS BELIZE TOTAL ISLANDS BELIZE TOTAL
------- ------ ----- ------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Water sales 6,998,371 203,914 7,202,285 6,120,056 -- 6,120,056
Other income 356,714 -- 356,714 252,614 -- 252,614
Cost of water
sales 3,834,788 103,372 3,938,160 3,468,517 -- 3,468,517
Administrative
costs and
interest expense 1,489,703 12,306 1,502,009 1,411,128 -- 1,411,128
Net income 2,030,594 88,236 2,118,830 1,493,025 -- 1,493,025
Segment assets 19,365,434 2,060,649 21,426,083 15,784,942 -- 15,784,942
</TABLE>
8
<PAGE> 10
CONSOLIDATED WATER CO. LTD.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
4. Contingencies and Commitments
Our license requires us to obtain prior government approval for an issuance or
transfer of shares which (a) exceeds 5% of the issued shares of our company, or
(b) would, upon registration, result in any shareholder's owning more than 5% of
the issued shares. More than 5% of our ordinary shares are registered in the
name of Cede and Co., the nominee for the Depository Trust Company, which is a
clearing agency for shares held by participating banks and brokers. We do not
believe that these shareholdings by Cede and Co. constitute a breach of the
intent of the license. We believe that the purpose of this clause of the license
is to allow the government to approve significant shareholders of our company.
Cede and Co. and Depository Trust Company, however, act solely as the nominee
for banks and brokers, and have no beneficial ownership in the ordinary shares.
Nevertheless, our Cayman Islands' counsel has advised us that these
shareholdings by Cede & Co., which were not approved by the government, are
probably a technical breach of our license. In August and September 1994, we
completed an offering of 400,000 ordinary shares under Rule 504 of Regulation D
of the Securities Act of 1933. In September 1995, we completed a private
placement of 100,000 ordinary shares plus warrants to subscribe for an
additional 100,000 ordinary shares under Regulation S of the Securities Act
1933. In April 1996, we completed a public offering of 575,000 ordinary shares
and in June 2000 we completed a public offering of 773,000 ordinary shares.
Based upon the advice of our Cayman Islands' legal counsel, we determined that
the license did not require the government's approval to complete these
offerings.
However, if a court determined that the government's approval of these offerings
was required under the license, we would be in breach of the license. Our Cayman
Islands' legal counsel has advised us that to make this determination, a court
would have to disagree with our interpretation of the license and dismiss
several defenses which would be available to us. These defenses include
acquiescence and waiver on the part of the government with respect to these
offerings.
We have received a letter dated June 1, 2000, from an official of the Cayman
Islands' government, stating that a public offering of our ordinary shares,
which we completed in 1996 without the government's approval, was a breach of
our license. The letter is not clear as to whether the government also views the
completion of our 2000 public offering as a breach of our license. We have
responded to this letter and stated that we do not believe that we are in breach
of our license. A meeting with officials of the Cayman Islands' government, to
discuss this matter, was held on June 16, 2000 in accordance with the
government's suggestion in the June 1st letter. Discussion of the matter is
ongoing as of the date of this filing. We have been advised by our Cayman
Islands' legal counsel that the June 1st letter from the Cayman Islands
government does not constitute a formal "notice of breach of the license" as
contemplated in the license. Accordingly, other than pursuing discussions of
this matter with the Cayman Islands' government, no other actions are presently
being pursued by us to "cure" any such alleged breaches.
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1999
TOTAL INCOME
Total income increased by 23% from $1,945,475 to $2,384,769 for the three months
ended September 30, 1999 and 2000, respectively and by 19% from $6,372,670 to
$7,558,999 for the nine months ended September 30, 1999 and 2000, respectively.
Total income increased as a result of several factors. The automatic inflation
adjustment on our operations in Cayman the led to an increase in prices for most
of our customers in the West Bay and Seven Mile Beach areas by an average of 3%.
Additionally the Cayman Islands received significantly lower rainfall in the
first quarter 2000 than in the first quarter of 1999 leading to increased
consumption in both our service areas, especially Seven Mile Beach. The addition
of the operations of Belize Water Ltd. as from July 21, 2000 added $203,914
total income for the period July 21, 2000 to September 30, 2000. All sales in
Belize are to one customer, the Water and Sewerage Authority of the Government
of Belize.
Total water sales increased by 21% from $1,862,276 to $2,259,880 for the three
months ended September 30, 1999 and 2000, respectively and 18% from $6,120,056
to $7,202,285 for the nine months ended September 30, 1999 and 2000,
respectively. After the decrease in Cayman tourism arrivals in late 1999 and
early 2000 as a result of the Y2K travel concerns, tourism arrival growth
resumed in March 2000. During the first quarter of 2000, several new
developments were completed in our exclusive Cayman service area. These
developments include a 132-room Sunshine Suites Hotel, a 100-room Comfort Suites
Hotel and Phase I, consisting of 76 suites, of the 152-suite Grand Caymanian
Beach Club time-share resort. These new developments helped to drive the
increased demand in both the three and nine months ended September 30, 2000.The
addition of the operations of Belize Water Ltd. as from July 21, 2000 added
$203,914 to income for the period July 21, 2000 to September 30, 2000.
The first two quarters of any year historically have higher tourist arrivals
than the last two quarters. Therefore the results of the nine months to
September 30 are not necessarily indicative of the results for a full year.
On October 1, 2000, Belize was hit by Hurricane Keith. Although Ambergris Caye,
where Belize Water Ltd. is situated, sustained considerable damage, our
production facilities suffered relatively minor damage and were operational
again within one week. It is expected that there will be a small reduction in
demand for October and November but projections show, including demand to date
in the fourth quarter, that demand will return to normal and continue to grow in
line with projections by the first quarter of 2001. Minimal loss of income is
expected. Damage to property, plant and equipment is estimated at $100,000 with
there being a deductible of $15,000 on the material damage insurance policy.
In April 1999, we began to receive fees from the settlement of the Britannia
development lawsuit, shown in the "Other income" line item in the income
statements. Therefore these fees were received throughout the nine months ended
September 30, 2000 whereas they were only received in the six month period ended
September 30, 1999.
10
<PAGE> 12
EXPENSES
Cost of water sales increased by 20% from $1,060,206 to $1,274,524 for the three
months ended September 30, 1999 and 2000, respectively, and by 14% from
$3,468,517 to $3,938,160 for the nine months ended September 30, 1999 and 2000,
respectively. Cost of water sales increased primarily as a result of higher
water sales, but the reduced percentage increase compared to sales in each of
the periods is as a result of economies of scale of production and the
installation in late March 2000 of a new energy recovery system on one train of
our West Bay production facility on Grand Cayman, which has resulted in
significant savings in electricity consumption, leading to a direct reduction in
the equivalent unit cost of production.
As a percentage of total income, cost of water sales decreased from 54% to 53%
of total income for the three months ended September 30, 1999 and 2000,
respectively, and from 54% to 52% of total income for the nine months ended
September 30, 1999 and 2000, respectively.
Administrative costs and interest expense increased by 15% from $446,897 to
$513,300 for the three months ended September 30, 1999 and 2000, respectively,
and by 16% from $1,295,240 to $1,502,009 for the nine months ended September 30,
1999 and 2000, respectively. The $1,295,240 incurred in the first nine months of
1999 includes $115,888 of non-recoverable start-up costs written-off in
accordance with Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" which requires start up costs to be expensed as incurred rather than
deferred as previously allowed. This write-off affected 1999 on January 1, 1999
under US GAAP.
An increased activity in project development and reporting requirements, project
development costs and legal and professional costs and the acquisition of Belize
Water Ltd. were the main contributors to the increase in administrative costs
and interest expense in both the three months and nine months ended September
30, 2000 as compared to the three months and nine months ended September 30,
1999.
Liquidity and Capital Resources
OPERATING ACTIVITIES
Cash from operating activities for the nine months ended September 30, 2000 was
$2,762,182, compared to $2,194,416 for the nine months ended September 30, 1999.
This increase was primarily due to an increase in net income from operations. As
expected, cash from operating activities increased in 2000 as we began to
generate customer revenues from four new hotels which have opened in our Seven
Mile Beach license area during 2000 and it was further increased by the
acquisition of Belize Water Ltd. in July 2000.
INVESTING ACTIVITIES
Cash used in investing activities for the nine months ended September 30, 2000
was $4,854,988, compared to $722,471 for the nine months ended September 30,
1999. In the nine months ended September 30, 2000, we completed the capacity
expansion and new energy recovery system at our West Bay production facility and
we also completed a major pipeline extension. In 1999, investing activities
consisted primarily of pipeline additions and small purchases of property, plant
and equipment.
11
<PAGE> 13
On July 21, 2000, we completed the 100% acquisition of Seatec Belize Ltd., now
renamed Belize Water Ltd. for a total purchase price of $3,971,729 including
direct external costs incurred in the acquisition amounting to $29,734. Total
tangible assets acquired amounted to $1,860,490, intangible assets were
$2,125,274 and liabilities assumed were $14,035. The tangible assets acquired
represent the fair value of the production facility and equipment while the
intangible asset acquired represents then remaining 11 years of the 15 year
license (with renewal options at the discretion of the licensor) granted by the
Government of Belize in April 1996.
FINANCING ACTIVITIES
Cash generated from financing activities for the nine months ended September 30,
2000 was $2,806,681, compared to cash used of $1,631,469 for the nine months
ended September 30, 1999. In June 2000, we completed a public offering of
773,000 common shares at a per share price of $7.50. After deducting
underwriting commissions and other offering expenses, our net proceeds from the
offering were approximately $5,050,000. We utilized the proceeds from this
offering to retire approximately $2.1 million of existing long term and short
term debt and for implementation of our growth strategy via the acquisition of
Seatec Belize Ltd. in July, 2000. The remainder of the acquisition cost was
funded using the revolving line of credit with the Royal Bank of Canada.
Assuming historical results for Seatec Belize Ltd. are indicative of future
performance, we expect that this acquisition will result in an increase of
$900,000 to our total income in the upcoming twelve month period.
On December 3, 1998, our shareholders approved a share repurchase program. For
the nine months ended September 30, 1999, we repurchased 101,190 common shares
at an average cost of $7.41 per share. As of October 26, 1999, we suspended the
open-market repurchase of our shares; however on January 6, 2000 we repurchased
in a private transaction 79,100 shares at $6.25 per share from a shareholder
whose assets were being liquidated.
In previous years, our West Bay and Governor's Harbour plants were financed by
an increase in our long-term debt obligation. We financed the expansion of the
water distribution system in the West Bay area with a $2,500,000 loan issued by
the European Investment Bank and our existing credit facility with the Royal
Bank of Canada. The interest rate on the European Investment Bank loan is the
bank's prevailing lending rate at the time of drawdown less a subsidy of 4%. As
of the date of this quarterly report, $1,457,520 is outstanding under the
European Investment Bank loan. The total lending facility from the Royal Bank of
Canada comprises a revolving line of credit with a limit of $1,500,000 and term
loans with a limit of $4,000,000. The Royal Bank of Canada lending facility and
the European Investment Bank loan are secured by all of our land and other
assets. A term loan with an initial drawdown of $1,000,000 which was being
repaid over a five-year period and other short term debt with the Royal Bank of
Canada was paid off using funds from the share issue completed in June 2000.
In the nine months ended September 30,1999 we paid three quarterly dividends of
$.04 per share per quarter and in the nine months ended September 30, 2000 we
have paid three quarterly dividends of $.08 per share.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of September 30, 2000 we had not engaged in any currency hedging activities.
We do not use derivative financial instruments for speculative trading purposes
and as of September 30, 2000 have not been a party to any financial instruments
or contracts that expose us to material market risk.
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PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
At a meeting of the full Board of Directors of our company held on October 26,
2000, Mr. Peter D. Ribbins was appointed Secretary of our company in place of
Mr. Alexander S. Bodden.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K and Form 6-K
(1) Reports on Form 8-K
None
(2) Reports on Form 6-K
On August 10, 2000 the Company filed a Form 6-K with the Securities
and Exchange Commission with respect to the Company's acquisition of
Seatec Belize Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED WATER CO. LTD.
Dated : NOVEMBER 22, 2000 By: /s/ ALEXANDER S. BODDEN
---------------------------- ----------------------------------------
Alexander S. Bodden,
Vice President-Finance
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