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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 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.
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(Address of principal executive offices)
(345) 945-4277
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(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$1.00 par value, outstanding at June 30, 2000: 3,851,853 shares.
EXCHANGE RATES
Unless otherwise indicated, all dollar amounts are in United States Dollars and
references to "$", "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.
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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.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED BALANCE SHEETS (UNAUDITED)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents 3,886,787 22,146
Accounts receivable 1,000,022 1,230,412
Spares stock 70,984 94,303
Inventory of water 28,984 28,984
Other assets 447,890 298,906
------------ ------------
Total current assets 5,434,667 1,674,751
Property, plant and equipment 15,129,896 14,756,570
------------ ------------
Total assets $ 20,564,563 $ 16,431,321
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank debt -- 651,606
Current portion of long term debt 214,612 310,135
Obligations under capital leases 141,980 320,141
Accounts payable-trade and accrued expenses 972,713 1,090,203
Dividends payable 311,542 266,585
------------ ------------
Total current liabilities 1,640,847 2,638,670
Long term debt 1,245,354 1,926,786
Other liabilities 85,533 87,566
------------ ------------
Total liabilities 2,971,734 4,653,022
------------ ------------
STOCKHOLDERS' EQUITY
Redeemable preferred stock 41,784 49,270
Common stock 4,622,225 3,794,960
Capital in excess of par value 6,470,463 3,243,188
Retained earnings 6,458,357 5,512,184
Treasury shares -- (821,303)
------------ ------------
Total stockholders' equity 17,592,829 11,778,299
------------ ------------
Total liabilities and stockholders' equity $ 20,564,563 $ 16,431,321
============ ============
</TABLE>
The accompanying information and notes are an integral part of these financial
statements.
3
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CONSOLIDATED WATER CO. LTD.
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME
Water sales 2,379,353 2,151,487 4,942,405 4,257,780
Other income 116,495 112,611 231,825 169,414
----------- ----------- ----------- -----------
2,495,848 2,264,098 5,174,230 4,427,194
EXPENSES
Cost of water sales 1,295,271 1,215,276 2,663,636 2,408,311
Administrative costs 478,828 438,858 892,727 786,106
Interest expense 54,747 34,171 95,982 62,237
----------- ----------- ----------- -----------
Income before accounting change 667,002 575,793 1,521,885 1,170,540
Cumulative effect of a change in
accounting principle -- -- -- (115,888)
----------- ----------- ----------- -----------
Net income $ 667,002 $ 575,793 $ 1,521,885 $ 1,054,652
=========== =========== =========== ===========
BASIC EARNINGS PER COMMON SHARE
Income before accounting change -- -- -- $ 0.39
Accounting change -- -- -- $ (0.04)
----------- ----------- ----------- -----------
Net income $ 0.20 $ 0.19 $ 0.48 $ 0.35
=========== =========== =========== ===========
DILUTED EARNINGS PER COMMON SHARE
Income before accounting change -- -- -- $ 0.37
Accounting change -- $ (0.04)
----------- ----------- ----------- -----------
Net income $ 0.19 $ 0.18 $ 0.46 $ 0.33
=========== =========== =========== ===========
Weighted average number of common shares
used in the determination of:
Basic earnings per share 3,373,747 3,035,238 3,198,591 3,032,289
=========== =========== =========== ===========
Diluted earnings per share 3,470,423 3,225,395 3,289,857 3,200,693
=========== =========== =========== ===========
</TABLE>
The accompanying information and notes are an integral part of these financial
statements.
4
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CONSOLIDATED WATER CO. LTD.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
Six Months Ended June 30
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 1,957,342 1,282,872
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (825,168) (420,449)
Proceeds from sale of equipment and assets held for resale 1,590 360
----------- -----------
Net cash used in investing activities (823,578) (420,089)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock 5,362,731 222,525
Repurchase of common stock (494,375) (572,138)
Principal payments of long term debt (776,955) (144,704)
Principal payment under capital lease obligation (178,161) (172,152)
Dividends paid (530,757) (257,116)
----------- -----------
Net cash provided by/(used in) financing activities 3,382,483 (923,585)
----------- -----------
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 4,516,247 (60,802)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD (629,460) 378,785
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,886,787 $ (317,983)
=========== ===========
</TABLE>
The accompanying information and notes are an integral part of these financial
statements.
5
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CONSOLIDATED WATER CO. LTD.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
(Expressed in United States dollars)
<TABLE>
<CAPTION>
Capital in Redeemable Total
Common Excess of Treasury Preferred Retained Stockholders'
Stock Par Value Stock Stock Earnings Equity
---------- ---------- --------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT 31
DECEMBER 1998 3,667,466 2,775,355 (62,375) 52,686 4,560,259 10,993,391
Issue of common
stock (net) 106,812 352,660 459,472
Purchase of
treasury stock (572,138) (572,138)
Net income for
the period 1,054,652 1,054,652
Dividends (248,793) (248,793)
---------- ---------- --------- ------- ---------- -----------
BALANCE AT 30
JUNE 1999 $3,774,278 $3,128,015 $(634,513) $52,686 $5,366,118 $11,686,584
========== ========== ========= ======= ========== ===========
BALANCE AT 31
DECEMBER 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
exercised 120,000 280,000 400,000
Issue of common
stock (net) 707,265 2,947,275 1,315,678 4,970,218
Net income for
the period 1,521,885 1,521,885
Dividends (575,712) (575,712)
---------- ---------- --------- ------- ---------- -----------
BALANCE AT 30
JUNE 2000 $4,622,225 $6,470,463 $ -- $41,784 $6,458,357 $17,592,829
========== ========== ========= ======= ========== ===========
</TABLE>
The accompanying information and notes are an integral part of these financial
statements.
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CONSOLIDATED WATER CO. LTD.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
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, consisting of normal recurring adjustments, necessary for a fair
presentation of results for such periods.
1. Significant Accounting and Reporting Policies
As a result of a management decision, the Company has voluntarily adopted
accounting principles generally accepted in the United States of America, ("US
GAAP"). Prior financial statements had 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 are affected by: i) stock option compensation expenses and
ii) start up costs.
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 are
affected by: i) stock option compensation expense, ii) start up costs and
iii)reversal of recognition of unrealized capital gains.
Detailed information on accounting principles for the above items under US GAAP,
as well as the amount 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.
2. Acquisition
On June 27, 2000, the Company entered into a stock purchase agreement to
purchase all of the issued and outstanding capital stock of Seatec Belize Ltd.
for $3,851,656 in cash, a company organized under the laws of Belize. The
transaction closed on July 27, 2000. Seatec Belize Ltd owns an existing reverse
osmosis plant in Belize, which we acquired upon closing of this transaction. A
copy of the Stock Purchase Agreement for this transaction was filed as an
exhibit to our Form 20-F filed with the Securities and Exchange Commission on
June 30, 2000.
3. Change in accounting principle
The Company had $115,888 of accumulated development costs capitalized in its
balance sheet at December 31, 1999. Statement of Position 98-5 "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5") that has become effective for
financial statements for fiscal years beginning after December 15, 1998,
requires that costs of start-up activities are to be expensed in periods in
which incurred. Initial application of this SOP should be reported as the
cumulative effect of a change in accounting principle, as described in
Accounting Principles Board (APB) Opinion No. 20, "Accounting changes". The
Company has reported in its income statement for the 6 months ended June 30,
1999 $115,888 as the cumulative effect of change in accounting principle that
has taken place on January 1, 1999.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1999
TOTAL INCOME
Total income increased by 10% from $2,264,098 to $2,495,848 for the
three months ended June 30, 1999 and 2000, respectively and by 17% from
$4,427,194 to $5,174,230 for the six months ended June 30, 1999 and 2000,
respectively. Total income increased as a result of several factors. Our
automatic inflation adjustment 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.
Total water sales increased by 11% from $2,151,487 to $2,379,353 for
the three months ended June 30, 1999 and 2000, respectively and 16% from
$4,257,780 to $4,942,405 for the six months ended June 30, 1999 and 2000,
respectively. After the decrease in 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 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 six
months ended June 30, 2000.
The first two quarters of any year historically have higher tourist
arrivals than the last two quarters. Therefore the results of the six months to
June 30 are not necessarily indicative of the results for a full year.
In April 1999, we began to receive fees from the settlement of the
Britannia development law suit, shown in the "Other income" line item in the
income statements. These fees were therefore received throughout the six months
ended June 30, 2000 whereas they were only received in the three month period
ended June 30, 1999.
EXPENSES
Direct expenses increased by 7% from $1,215,276 to $1,295,271 for the
three months ended June 30, 1999 and 2000, respectively and by 11% from
$2,408,311 to $2,663,636 for the six months ended June 30, 1999 and 2000,
respectively. Direct expenses 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 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, direct expenses decreased from 54% of
total income to 52% for the three months ended June 30, 1999 and 2000,
respectively and from 54% to 51% for the six months ended June 30, 1999 and
2000, respectively.
Indirect expenses increased by 13% from $473,029 to $533,575 for the
three months ended June 30, 1999 and 2000, respectively and by 3% from $964,231
to $988,709 for the six months ended June 30, 1999 and 2000, respectively. The
$964,231 incurred in the first six 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 impacted 1999 on January 1, 1999 under US GAAP.
8
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Due to increased activity in project development and reporting
requirements, project development costs and legal and professional costs were
the main contributors to the increase in indirect expenses in both the three
months and six months ended June 30, 2000 as compared to the three months and
six months ended June 30, 1999.
Liquidity and Capital Resources
OPERATING ACTIVITIES
Cash from operating activities for the six months ended June 30, 2000
was $1,957,342, compared to $1,282,872 for the six months ended June 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 scheduled to open in our Seven
Mile Beach license area in 2000.
INVESTING ACTIVITIES
Cash used in investing activities for the six months ended June 30,
2000 was $823,578, compared to $420,089 for the six months ended June 30, 1999.
In the six months ended June 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,
FINANCING ACTIVITIES
Cash generated from financing activities for the six months ended June
30, 2000 was $3,382,483, compared to cash used of $923,585 for the six months
ended June 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 $5,000,000. We have utilized the proceeds from this offering to
retire approximately $2.1 million of existing debt and for implementation of our
growth strategy via the acquisition of Seatec Belize Ltd. in July, 2000.
Assuming historical results for SeaTec Belize Ltd. are indicative of future
performance, we expect that the Total Income of SeaTec Belize Ltd. will be
approximately $900,000 in the upcoming twelve month period.
On December 3, 1998, our shareholders approved a share repurchase
program. For the six months ended June 30, 1999, we repurchased 76,490 common
shares at an average cost of $7.48 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.
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 draw-down less a subsidy of 4%. As of the
date of this quarterly report, $1,459,966 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. A term loan of $1,000,000 which was being repaid
over a five-year period was paid off using funds from the share issue completed
in June 2000. The Royal Bank of Canada lending facility and the European
Investment Bank loan are secured by all of our land and other assets.
In the six months ended June 30,1999 we paid two quarterly dividends of
$.04 per share and in the six months ended June 30, 2000 we have paid two
quarterly dividends of $.08 per share.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of June 30, 2000 we were not transacting business in any foreign
countries and had not engaged in any currency hedging activities as of such
date. We do not use derivative financial instruments for speculative trading
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purposes and as of June 30, 2000 have not been a party to any financial
instruments or contracts that expose us to material market risk.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Annual Meeting of the Company's shareholders was held on
May 24, 2000. Of the 3,022,615 shares of common stock
outstanding on the record date of March 31, 2000 a total of
1,697,533 shares were represented in person or by proxy.
(b) (i) The following Directors were re-elected effective May 24,
2000
Votes Cast
-----------------------------
For Against or Witheld
--- ------------------
Richard L. Finlay 1,697,533 0
Clarence B. Flowers 1,697,533 0
Jeffrey M. Parker 1,697,533 0
Frederick W. McTaggart 1,697,533 0
Steven Carr 1,697,533 0
(ii) The following Directors were not up for reelection at the
Annual Meeting and their terms of office as a director
continued after the Annual Meeting:
Peter D. Ribbins
J. Bruce Buggs, Jr.
Brian Butler
Wilmer Pergande
Raymond Whittaker
(c) (i) The vote to approve the Minutes of the Annual General
Meeting of Members held on Wednesday, April 21st 1999
was 1,697,533 for, 0 against.
(ii) The vote to approve the Accounts of the Company for
the year ending December 31st 1999 was 1,697,533 for,
0 against.
(ii) The vote to approve PricewaterhouseCoopers as
Independent Accountants for the year 2000 at a fee to
be agreed by the Directors was 1,697,533 for, 0
against.
(iv) The vote to approve, in principle, the Board's
dividend policy was 1,697,533 for, 0 against.
(v) The vote to approve the operation of the Share
Repurchase Plan since inception was 1,697,533 for, 0
against.
(vi) The vote to approve the revised Employee Share
Incentive Plan and ratification of issue prices under
this plan was 1,697,533 for, 0 against.
(vii) The vote to approve the terms on which options
granted to acquire Common Shares of the Company to
Executive Officers of the Company and the Board's
future policy of not granting options to acquire
Common Shares of the Company at less than an annually
determined market price was 1,697,533 for, 0 against.
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(viii) The vote to amend Article 8.04 of the Company's
Articles of Association by deleting the words
"without assigning any reason therefor." from the
second line and inserting in their place "if such
transfer would cause the Company to breach any term
of the License granted to it by the Government of the
Cayman Islands" was 1,697,533 for, 0 against.
This amendment to the Company's Articles of
Association has not yet been filed with the Rigistrar
of Companies of the Cayman Islands. The Company will
include a copy of the amended Articles of Association
as an exhibit to the next periodic report filed with
the Securities and Exchange Commission following the
filing of the amendment.
(ix) The vote to confirm, ratify and approve all actions
of the Board of Directors and its Committees during
the preceding year was 1,697,533 for, 0 against.
ITEM 5. OTHER INFORMATION
On June 27, 2000, the Company entered into a stock purchase agreement to
purchase for U.S. $3.9 million in cash all of the issued and outstanding capital
stock of Seatec Belize Ltd., a company organized under the laws of Belize. The
transaction closed on July 27, 2000. Seatec Belize Ltd. owns an existing reverse
osmosis plant in Belize, which we acquired upon closing of this transaction. A
copy of the Stock Purchase Agreement for this transaction was filed as an
exhibit to our Form 20-F filed with the Securities and Exchange Commission on
June 30, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports On Form 8-K - None
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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: August 11, 2000 By: /s/ Alexander S. Bodden
------------------------------------
Alexander S. Bodden,
Vice President-Finance and Secretary
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