8-K

Consolidated Water Co. Ltd. (CWCO)

8-K 2021-04-01 For: 2021-03-31
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 31, 2021

(Date of earliest event reported)

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

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

Regatta Office Park

Windward Three, 4^th^ Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

(345) 945-4277

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.60 par value CWCO The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 2.02.Results of Operations and Financial Condition.

On March 31, 2021, Consolidated Water Co. Ltd. (the “Company”) issued a press release announcing its results of operations for the year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this report.

The information in this report, including the exhibit hereto, is being “furnished” in accordance with General Instruction B.2 of Form 8-K. As such, this information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filings with the Securities and Exchange Commission unless it is explicitly so incorporated in such filings.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Title
99.1 Press release issued by the Company on March 31, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOLIDATED WATER CO. LTD.
By: /s/ David W. Sasnett
Name: David W. Sasnett
Title: Executive Vice President & Chief Financial Officer
Date: April 1, 2021

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Consolidated Water Co. Ltd.)

Consolidated Water Reports 2020 Revenue up 6% to $72.6 Million

GEORGE TOWN, Cayman Islands, March 31, 2021 -- Consolidated Water Co. Ltd. (Nasdaq Global Select Market: CWCO), a leading developer and operator of advanced water supply and treatment plants, reported results for the year ended December 31, 2020. All annual comparisons are to the previous year unless otherwise noted.

2020 Highlights

Revenue increased 6% to a record $72.6 million.
Services segment revenue increased to $12.9 million, with $12.5 million of the revenue due to acquiring a 51% controlling interest in PERC Water in October 2019.
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Services segment gross profit was $3.2 million versus $0.5 million in 2019.
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Net income from continuing operations attributable to stockholders was $8.6 million or $0.56 per diluted share.
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Cash and cash equivalents totaled $43.8 million as of December 31, 2020.
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Paid $5.1 million in dividends.
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Acquired an additional 10% of PERC Water in October 2020, increasing the company’s ownership to 61%.
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Acquired the remaining 49% interest in Aerex Industries, Consolidated Water’s specialty manufacturer of water treatment-related systems and products, in January 2020.
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Management Commentary

“In 2020 we increased total revenue by 6% to a record $72.6 million, generated net income of $8.6 million and paid $5.1 million in dividends – all despite the unprecedented challenges caused by the global pandemic,” said Consolidated Water’s CEO, Rick McTaggart. “Our services segment, led by our PERC Water subsidiary, performed well during economic weakness in its marketplace. We expect PERC’s strong performance, including the expansion of its recurring revenue stream from operating and maintenance contracts, to continue in 2021.

“We are currently in discussions with existing and potential clients in California that are seeking cost-effective solutions to their wastewater treatment and potable water challenges. We believe that the pandemic has adversely effected the finances of many communities across our service areas and they are increasingly looking for innovative public-private partnership arrangements to address their water challenges. PERC’s excellent reputation and strong track record of successfully delivering projects through a wide range of project delivery models, including public-private partnerships, is very attractive to resource-conscious municipalities and private operators.

“We believe conditions in the design-build market are also improving and that project activity will increase significantly in 2021, which should prove quite positive for our PERC business.

“PERC’s potential clients include golf clubs in California that are seeking to replace expensive potable water with sustainable reclaimed wastewater for irrigating landscaping and courses. We believe that PERC’s award-winning water reuse plant designs provide a competitive advantage in this niche market.

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“We have also been working to expand PERC’s business into central Florida. PERC has natural synergies with Aerex’s water infrastructure manufacturing capabilities and is leveraging Aerex’s client base and excellent reputation in the region.

“The operations of our manufacturing business have not been significantly affected by the pandemic. However, as previously mentioned, Aerex’s largest customer informed us last October that it expects to suspend its purchases until the first quarter of 2022 due to inventory management related factors. While there can be no guarantee, we anticipate this customer will resume purchasing by the first quarter of 2022.

“Meanwhile, we have been focused on diversifying Aerex’s revenue by increasing sales of other products that it manufactures for existing and potential new customers. Since last fall, Aerex has been awarded two contracts to manufacture equipment for municipal water treatment projects in Florida. Production is scheduled to begin in April for the first and in the third quarter for the second, with both beginning to contribute revenue in the second quarter of this year. While we do not typically disclose the value of awarded contracts, we can state that each of these contracts are worth more than $1 million. We view these contracts as important milestones in our strategy to diversify Aerex’s product offerings and customer base.

“We expect our manufacturing segment revenue to be down in the first part of 2021 as compared to last year, as these new contracts will not begin to generate revenue until the second quarter. Aerex is presently also targeting three additional potential manufacturing projects in Florida.

“We are finally seeing some new opportunities for bidding on seawater desalination projects in the Caribbean that we are currently evaluating. Through PERC, we are also actively pursuing potential acquisitions and have several irons in the fire. We are looking to complete at least one acquisition before the end of the year that will expand our U.S. footprint.

“Overall, from an operational and financial perspective, our company remains in very good shape. We have substantially no debt and more than ample liquidity and capital resources to continue to be a great partner for the customers we have the privilege to serve.

“Over the course of 2021, we plan to continue expanding our business through organic growth, acquisitions, and new projects, as we further develop and broaden our water solution offerings. Above all, we will continue to focus on business that will provide increasing value for our shareholders.”

2020 Financial Summary

Total revenue for the full year 2020 increased 6% to a record $72.6 million from $68.8 million in 2019. The increase was driven by an increase of $11.2 million in services, which was due to the addition of PERC Water to the company’s services segment in late October 2019. The increase in total revenue was partially offset by decreases of $3.5 million, $2.7 million, and $1.2 million in the revenue of the retail, bulk and manufacturing segments, respectively.

Retail revenue declined due to a 13% decrease in the volume of water sold by Cayman Water primarily as a result of the tourism restrictions which were in effect for the last nine months of 2020 on Grand Cayman Island. The company believes that its retail business will eventually return to normal, as the vaccine becomes more widely administered and tourism resumes in its Grand Cayman retail service area.

The decrease in bulk water revenue was due to two new water supply contracts that commenced in February and July of 2019 with the Water Authority-Cayman at lower per gallon rates than the contracts they replaced, as well as a decline in revenue of approximately $1.5 million from the company’s Bahamas operations arising

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​ from lower energy prices which correspondingly reduced the energy pass-through component of CW-Bahamas’ rates.

The decrease in manufacturing revenue from 2019 to 2020 was due to a decrease in orders in the fourth quarter of 2020. Aerex’s largest customer informed Aerex last October that it was suspending its purchases until the first quarter of 2022 due to inventory management related factors. The company anticipates that orders from this customer will resume in the first quarter of 2022; however, it can offer no assurances that orders from this major customer will resume.

Gross profit decreased 5.3% to $26.8 million in 2020 from $28.3 million in 2019, with gross margin as a percentage of revenue decreasing from 41% to 37% primarily as a result of the decline in revenue for the retail segment.

Net income from continuing operations attributable to stockholders decreased 20.9% to $8.6 million or $0.56 per diluted share, compared to $10.9 million or $0.72 per diluted share in 2019.

Cash and cash equivalents totaled $43.8 million as of December 31, 2020, as compared to $42.1 million as of December 31, 2019. The increase resulted primarily from net income generated from continuing operations and the sale of CW-Belize.

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2020 Segment Results

Year Ended December 31, 2020
Retail Bulk Services Manufacturing Total
Revenue $ 22,952,370 $ 24,312,546 $ 12,937,859 $ 12,425,351 $ 72,628,126
Cost of revenue 11,080,814 16,959,563 9,698,214 8,121,080 45,859,671
Gross profit 11,871,556 7,352,983 3,239,645 4,304,271 26,768,455
General and administrative expenses 12,879,445 1,260,062 2,834,917 1,460,474 18,434,898
Gain on asset dispositions and impairments, net 2,965 7,213 3,801 18 13,997
Income (loss) from operations $ (1,004,924) $ 6,100,134 $ 408,529 $ 2,843,815 8,347,554
Other income, net 1,082,946
Income before income taxes 9,430,500
Provision for income taxes 86,724
Net income from continuing operations 9,343,776
Income from continuing operations attributable to non-controlling interests 730,005
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771
Net loss from discontinued operations (4,902,243)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528

Year Ended December 31, 2019
Retail Bulk Services Manufacturing Total
Revenue $ 26,456,022 $ 26,986,108 $ 1,759,446 $ 13,592,075 $ 68,793,651
Cost of revenue 11,611,165 18,606,805 1,215,193 9,086,140 40,519,303
Gross profit 14,844,857 8,379,303 544,253 4,505,935 28,274,348
General and administrative expenses 13,422,821 1,238,296 392,425 1,947,622 17,001,164
Gain on asset dispositions and impairments, net 398,041 47,000 445,041
Income from operations $ 1,820,077 $ 7,188,007 $ 151,828 $ 2,558,313 11,718,225
Other income, net 786,552
Income before income taxes 12,504,777
Provision for income taxes 66,621
Net income from continuing operations 12,438,156
Income from continuing operations attributable to non-controlling interests 1,549,978
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 10,888,178
Net income from discontinued operations 1,287,915
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 12,176,093

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Revenue by Geographic Region

Year ended December 31,
2020 2019
Cayman Islands $ 25,640,169 $ 30,327,139
Bahamas 21,654,153 23,114,860
Indonesia 131
United States 24,918,527 14,968,868
Revenues earned from management services agreement with OC-BVI 415,277 382,653
$ 72,628,126 $ 68,793,651

Annual General Meeting of Shareholders

The company has set May 24, 2021 as the date of its Annual General Meeting of Shareholders to be held at 4:00 p.m. Eastern Daylight Time. The Annual General Meeting will be a “hybrid” meeting of shareholders, meaning shareholders will be able to attend the Annual General Meeting as well as vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/cwco2021 or attend the meeting in person at the offices of Aquilex, Inc., 5810 Coral Ridge Drive, Suite 220, Coral Springs, FL 33076. Holders of record of the company’s stock as of March 25, 2021 will be entitled to vote at the meeting.

Conference Call

Consolidated Water management will host a conference call to discuss these results, followed by a question-and-answer period.

Date: Thursday, April 1, 2021

Time: 11:00 a.m. Eastern time (8:00 a.m. Pacific time)

Toll-free dial-in number: 1-844-875-6913

International dial-in number: 1-412-317-6709

Conference ID: 10153293

Please call the conference telephone number five minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact CMA at 1-949-432-7566.

A replay of the call will be available after 1:00 p.m. Eastern time on the same day through April 8, 2021, as well as available for replay via the Investors section of the Consolidated Water website at www.cwco.com.

Toll-free replay number: 1-877-344-7529

International replay number: 1-412-317-0088

Replay ID: 10153293

About Consolidated Water Co. Ltd.

Consolidated Water Co. Ltd. develops and operates advanced water supply and treatment plants and water distribution systems. The company operates water production facilities in the Cayman Islands, The Bahamas and the British Virgin Islands and operates water treatment facilities in the United States. The company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. For more information, visit www.cwco.com.

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Cautionary Note Regarding Forward-Looking Statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "intend", "expect", "should", "will" 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 (i) continued acceptance of the company's products and services in the marketplace; (ii) changes in its relationships with the governments of the jurisdictions in which it operates; (iii) the outcome of its negotiations with the Cayman government regarding a new retail license agreement; (iv) the future financial performance of its subsidiary that manufactures water treatment-related systems and products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production; (v) the collection of its delinquent accounts receivable in the Bahamas; (vi) its ability to integrate and profitably operate the company’s recently acquired subsidiary PERC Water Corporation; (vii) the possible adverse impact of the COVID-19 virus on the company’s business; and (viii) various other risks, as detailed in the company's periodic report filings with the Securities and Exchange Commission (“SEC”). For more information about risks and uncertainties associated with the company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting the company’s Secretary at the company’s executive offices or at the “Investors – SEC Filings” page of the company’s website at http://ir.cwco.com/docs. Except as otherwise required by law, the company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:

David W. Sasnett

Executive Vice President and CFO

Tel (954) 509-8200

dsasnett@cwco.com

Investor Relations ContactRon Both, CMA Tel (949) 432-7566

CWCO@cma.team

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CONSOLIDATED WATER CO. LTD.

CONSOLIDATED BALANCE SHEETS

December 31,
2020 2019
ASSETS
Current assets
Cash and cash equivalents $ 43,794,150 $ 42,071,083
Accounts receivable, net 21,483,976 22,953,659
Inventory 3,214,178 3,287,555
Prepaid expenses and other current assets 2,412,282 1,559,448
Contract assets 516,521 1,677,041
Current assets of discontinued operations 1,511,099 1,619,056
Total current assets 72,932,206 73,167,842
Property, plant and equipment, net 57,687,984 61,238,752
Construction in progress 440,384 1,335,597
Inventory, noncurrent 4,506,842 4,404,378
Investment in OC-BVI 2,092,146 1,903,602
Goodwill 13,325,013 13,325,013
Intangible assets, net 4,148,333 5,040,000
Operating lease right-of-use assets 1,329,561 1,811,516
Other assets 1,926,594 2,120,708
Long-term assets of discontinued operations 21,166,489 27,669,966
Total assets $ 179,555,552 $ 192,017,374
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities $ 2,856,127 $ 3,503,561
Accounts payable - related parties 200,558 57,410
Accrued compensation 1,434,106 1,821,395
Dividends payable 1,300,022 1,292,187
Current maturities of operating leases 455,788 688,540
Current portion of long-term debt 42,211 17,753
Contract liabilities 461,870 339,616
Current liabilities of discontinued operations 188,434 178,382
Total current liabilities 6,939,116 7,898,844
Long-term debt, noncurrent 126,338 61,146
Deferred tax liabilities 1,440,809 1,529,035
Noncurrent operating leases 982,076 1,156,543
Net liability arising from put/call options 690,000 664,000
Other liabilities 362,165 75,000
Long-term liabilities of discontinued operations 2,499 2,679,932
Total liabilities 10,543,003 14,064,500
Commitments and contingencies
Equity
Consolidated Water Co. Ltd. stockholders' equity
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 31,068 and 33,751 shares, respectively 18,641 20,251
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,143,683 and 15,049,608 shares, respectively 9,086,210 9,029,765
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued
Additional paid-in capital 86,893,486 88,356,509
Retained earnings 64,910,709 66,352,733
Total Consolidated Water Co. Ltd. stockholders' equity 160,909,046 163,759,258
Non-controlling interests 8,103,503 14,193,616
Total equity 169,012,549 177,952,874
Total liabilities and equity $ 179,555,552 $ 192,017,374

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CONSOLIDATED WATER CO. LTD.

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,
2020 2019
Total revenue $ 72,628,126 $ 68,793,651
Total cost of revenue (including purchases from related parties of $1,349,331 in 2020 and $10,295 in 2019) 45,859,671 40,519,303
Gross profit 26,768,455 28,274,348
General and administrative expenses 18,434,898 17,001,164
Gain on asset dispositions and impairments, net 13,997 445,041
Income from operations 8,347,554 11,718,225
Other income (expense):
Interest income 540,096 588,509
Interest expense (9,669) (1,332)
Profit-sharing income from OC-BVI 135,675 16,200
Equity in the earnings of OC-BVI 371,019 44,765
Net unrealized gain (loss) on put/call options (26,000) 56,000
Other 71,825 82,410
Other income, net 1,082,946 786,552
Income before income taxes 9,430,500 12,504,777
Provision for income taxes 86,724 66,621
Net income from continuing operations 9,343,776 12,438,156
Income from continuing operations attributable to non-controlling interests 730,005 1,549,978
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 10,888,178
Gain on sale of discontinued operations 3,621,170
Net loss from discontinued operations (4,902,243) (2,333,255)
Total income (loss) from discontinued operations (4,902,243) 1,287,915
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528 $ 12,176,093
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.56 $ 0.72
Discontinued operations (0.32) 0.09
Basic earnings per share $ 0.24 $ 0.81
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.56 $ 0.72
Discontinued operations (0.32) 0.08
Diluted earnings per share $ 0.24 $ 0.80
Dividends declared per common and redeemable preferred shares $ 0.34 $ 0.34
Weighted average number of common shares used in the determination of:
Basic earnings per share 15,119,305 15,025,639
Diluted earnings per share 15,223,955 15,137,076

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