8-K

Consolidated Water Co. Ltd. (CWCO)

8-K 2023-03-31 For: 2023-03-30
View Original
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 30, 2023

(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 30, 2023, Consolidated Water Co. Ltd. (the “Company”) issued a press release announcing its results of operations for the year ended December 31, 2022. 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 30, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: March 31, 2023

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Graphic

Consolidated Water Reports Record 2022 Revenue up 41% to $94.1 Million, Driving Net Income of $8.2 Million or $0.54 per Share

GEORGE TOWN, Grand Cayman, Cayman Islands, March 30, 2023 -- 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, 2022. All comparisons are to the same year-ago period unless otherwise noted.

The company will hold a conference call at 11:00 a.m. Eastern time tomorrow to discuss the results (see dial-in information below).

Fourth Quarter 2022 Financial Highlights

Total revenue increased 71% to $28.4 million.
Retail revenue increased 25% to $6.8 million.
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Bulk revenue increased 23% to $8.5 million.
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Services revenue increased 206% to $10.3 million.
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Paid quarterly cash dividend of $0.085 per share ($0.34 on an annualized basis).
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As of December 31, 2022, cash and cash equivalents totaled $50.7 million, down slightly from $51.1 million as of September 30, 2022, with working capital at $69.9 million, debt of $0.3 million, and stockholders’ equity totaling $159.7 million.
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Full Year 2022 Financial Highlights

Total revenue increased 41% to a record $94.1 million.
Retail revenue increased 17% to $26.0 million.
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Bulk revenue increased 23% to $33.0 million.
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Services revenue increased 108% to $28.8 million.
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Net income from continuing operations attributable to company stockholders was $8.2 million or $0.54 per basic and diluted share, up 138% from $3.4 million or $0.23 per basic and diluted share in 2021.
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Paid quarterly cash dividends of $0.085 per share ($0.34 on an annualized basis), totaling $6.3 million in dividends for the full year of 2022.
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2022 Operational Highlights

PERC Water, Consolidated Water’s subsidiary that develops, designs, builds, operates and manages water infrastructure facilities in the Southwestern U.S., was awarded a $82 million contract to design an advanced water reuse facility in the city of Goodyear, Arizona for Liberty Utilities. The project, now

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underway, addresses the increasing demand in Liberty’s service territory in Goodyear and Litchfield Park, with both cities experiencing significant residential and commercial growth over the past decade.
PERC Water won a 10-year, $49.2 million contract from the Water Replenishment District of Southern California to operate and maintain two advanced water treatment facilities.
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Consolidated Water was awarded a $20 million contract for the designing, building and operating of a new 2.64 million gallon per day seawater desalination plant in the Cayman Islands. The company anticipates the majority of revenue to be generated by the construction and sale of the plant during the first 18 months of the project, with the rest from the operation of the plant over the following 10 years. The design and preliminary construction permitting is complete, and the company broke ground on the project in the fourth quarter of 2022 with construction now well underway.
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In August, all COVID-related travel restrictions to enter the Cayman Islands were eliminated by the government, with the associated return of tourism resulting in a 12.5% increase in water sold.
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Consolidated Water exercised its option to purchase the remaining 39% minority interest in PERC Water in October 2022. In January 2023, the transaction was completed and Consolidated Water became the 100% owner of PERC Water.
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Consolidated Water’s specialty manufacturing subsidiary was awarded a contract by the City of Port St. Lucie, Florida to replace membrane elements and upgrade equipment at the city’s 20 million gallons-per-day J.E. Anderson Reverse Osmosis Water Treatment Plant.
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In all, Consolidated Water secured more than $150 million in major multi-year projects in 2022, which will contribute significantly to earnings during 2023.
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Management Commentary

“Our record revenue was driven by stronger than expected performance across all four of our business segments,” commented Consolidated Water CEO, Rick McTaggart. “This generated a 41% increase in revenue for the year, reaching a record $94.1 million, and drove net income up 138% to $8.2 million.

“In 2022, our retail water segment benefited from the large increase in the volume of water sold in Grand Cayman. This was primarily due to the lifting of travel restrictions and the return of tourism to the Cayman Islands beginning in August. Indications are now that visits to the Islands will return to historical levels in 2023.

“The $15.0 million in revenue growth in our services segment was largely the result of our PERC Water subsidiary beginning the construction on the $82 million advanced water treatment plant for Liberty Utilities in Arizona, as well as Consolidated Water starting the construction of the new seawater desalination plant on Grand Cayman under a $20 million, 11.5-year contract with the Water Authority of the Cayman Islands.

“In October, we announced another milestone win with the award of the longest-term operation and maintenance contract PERC has ever signed. The 10-year, $49.2 million contract affirms the world-class services that PERC provides. It also supports our plans for further growing this business in the Western U.S., a region that has experienced unprecedented drought conditions for many years.

“We were pleased to see continued quarterly and year-over-year growth in our manufacturing segment. During the fourth quarter, we began to see relief from supply chain constraints and challenging economic conditions. This allowed us to advance more of our previously delayed order backlog through the manufacturing process.

“Our strengthened performance in 2022 also reflected how we have continued to leverage our sales teams across our four business segments. For example, our manufacturing segment has been providing the stainless-steel piping for PERC’s water recycling plant project in Arizona. It has also been providing all of the equipment for the two seawater desalination plants we are building on Grand Cayman.

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​ “We believe our ability to manufacture key components of our projects provides us with a significant competitive advantage. We plan for our manufacturing operations to provide piping and equipment for all future projects we might sign in the U.S. Such intercompany sales, while providing economic benefit to our consolidated operations, are eliminated in consolidation for purposes of reporting our manufacturing segment results.

“We continue to follow some very interesting opportunities related to seawater desalination in a more active Caribbean market. We are hopeful that our strong regional presence will give us a decisive advantage in a crowded competitive landscape. We also are following one potential seawater desalination project and a couple of wastewater recycling opportunities in Southern California. California very much likes to recycle wastewater, and we believe PERC’s award-winning designs and long track record of high-quality operational and maintenance services make us a prime candidate for such projects.

“Our 2022 results reflected our successful acquisition and integration of PERC Water, and particularly how we applied our financial and management expertise to grow it exponentially. Given PERC’s strong operating performance and profitability, at the beginning of this year we acquired the remaining 39% interest in PERC. Our success with PERC inspires us to explore other acquisition opportunities, and we are presently evaluating two potential complementary transactions where we could utilize our ample cash on hand and leverage our strong balance sheet.

“Looking ahead, we see many positive factors driving continued growth for Consolidated Water. These include the continued recovery of tourism in Grand Cayman and the ongoing construction projects there and in the U.S., as well as the increased project bidding activity underway in the U.S. and the Caribbean.

“We expect that the more than $150 million in major multi-year projects that we secured in 2022 will have a greater positive impact to our earnings in future quarters. It also supports our positive outlook for continued growth in our services segment and the other segments that benefit from it. We believe all of these activities and trends represent strong catalysts for continued growth and positive returns ahead, and the further strengthening of shareholder value.”

Full Year 2022 Financial Summary

Revenue for the full year of 2022 was $94.1 million, up 41% compared to $66.9 million in 2021. The increase was driven by increases of $3.8 million in the retail segment, $6.2 million in the bulk segment, $15.0 million in the services segment and $2.3 million in the manufacturing segment.

Retail revenue increased primarily due to a 12.5% increase in the volume of water sold. Retail revenue also increased as a result of higher energy costs that increased the energy pass-through component of the company’s water rates, as well as a more favorable rate mix.

The increase in bulk segment revenue was due to an increase in energy costs for CW-Bahamas, which increased the energy pass-through component of CW-Bahamas’ rates.

The increase in services segment revenue was due to increases in both plant design and construction revenue and operating and maintenance revenue, with most of the revenue increase resulting from PERC’s progress on its contract with Liberty Utilities for the construction of a water treatment plant in Goodyear, Arizona.

The increase in manufacturing segment revenue was due to increased production activity.

Gross profit for the full year of 2022 was $30.4 million or 32.3% of total revenue, up 29% from $23.5 million or 35.2% of total revenue in 2021.

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​ Net income from continuing operations attributable to stockholders for the full year of 2022 was $8.2 million or $0.54 per basic and diluted share, compared to net income of $3.4 million or $0.23 per basic and diluted share in 2021.

Net income attributable to Consolidated Water stockholders for the full year of 2022, which includes the results of discontinued operations, was $5.9 million or $0.38 per basic and fully diluted share, up from a net income of $876,000 or $0.06 per basic and fully diluted share in 2021.

Cash and cash equivalents totaled $50.7 million as of December 31, 2022, as compared to $51.1 million as of September 30, 2022.

Full Year 2022 Segment Results

Year Ended December 31, 2022
Retail Bulk Services Manufacturing Total
Revenue $ 25,954,013 $ 32,991,066 $ 28,835,428 $ 6,324,465 $ 94,104,972
Cost of revenue 12,548,763 23,032,212 22,973,634 5,195,240 63,749,849
Gross profit 13,405,250 9,958,854 5,861,794 1,129,225 30,355,123
General and administrative expenses 14,552,866 1,570,732 3,461,294 1,485,342 21,070,234
Gain (loss) on asset dispositions and impairments, net (39,397) 5,607 23,717 (2,631) (12,704)
Income (loss) from operations $ (1,187,013) $ 8,393,729 $ 2,424,217 $ (358,748) 9,272,185
Other income, net 464,810
Income before income taxes 9,736,995
Provision for income taxes 396,739
Net income from continuing operations 9,340,256
Income from continuing operations attributable to non-controlling interests 1,112,913
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,227,343
Net loss from discontinued operations (2,371,049)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 5,856,294

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Year Ended December 31, 2021
Retail Bulk Services Manufacturing Total
Revenue $ 22,104,953 $ 26,800,869 $ 13,884,857 $ 4,072,823 $ 66,863,502
Cost of revenue 11,060,937 17,759,272 10,707,243 3,828,859 43,356,311
Gross profit 11,044,016 9,041,597 3,177,614 243,964 23,507,191
General and administrative expenses 12,841,259 1,365,735 2,762,735 1,380,630 18,350,359
Gain (loss) on asset dispositions and impairments, net (246,851) 1,500 (485) (2,900,000) (3,145,836)
Income (loss) from operations $ (2,044,094) $ 7,677,362 $ 414,394 $ (4,036,666) 2,010,996
Other income, net 1,623,595
Income before income taxes 3,634,591
Benefit from income taxes (447,982)
Net income from continuing operations 4,082,573
Income from continuing operations attributable to non-controlling interests 632,915
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 3,449,658
Net loss from discontinued operations (2,574,079)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 875,579

Revenue earned by major geographic region were:

Year ended December 31,
2022 2021
Cayman Islands $ 30,375,985 $ 24,935,746
Bahamas 29,943,615 24,031,547
United States 33,338,466 17,489,851
Revenue earned from management services agreement with OC-BVI 446,906 406,358
$ 94,104,972 $ 66,863,502

Annual General Meeting of Shareholders

The company has set May 23, 2023 as the date of its Annual General Meeting of Shareholders to be held at 3:00 p.m. Cayman Islands time (4:00 p.m. EDT) at The Westin Grand Cayman Seven Mile Beach Resort & Spa, Seven Mile Beach, Grand Cayman, Cayman Islands. Holders of record of the company’s stock as of March 24, 2023 will be entitled to vote at the meeting. ​

Conference Call

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

Date: Friday, March 31, 2023

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: 9603846

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 7, 2023, as well as available for replay via the Investors section of the Consolidated Water website at www.cwco.com.

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

International replay number: 1-412-317-0088

Replay ID: 9603846

About Consolidated Water Co. Ltd.

Consolidated Water Co. Ltd. develops and operates advanced water treatment plants and water distribution systems. The company designs, builds and operates seawater desalination facilities in the Cayman Islands, The Bahamas and the British Virgin Islands, and designs, builds and operates water treatment and reuse 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.

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 collection of its delinquent accounts receivable in the Bahamas; (v) the possible adverse impact of global health concerns, such as the COVID-19 virus on the company’s business; and (vi) 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 Email Contact

Investor Relations Contact Ron Both or Grant Stude CMA Investor Relations Tel (949) 432-7566 Email Contact

Media & ESG Contact: Tim Randall CMA Media Relations Tel (949) 432-7572 Email Contact

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CONSOLIDATED WATER CO. LTD.

CONSOLIDATED BALANCE SHEETS

December 31,
2022 2021
ASSETS
Current assets
Cash and cash equivalents $ 50,711,751 $ 40,358,059
Certificate of deposit 2,500,000
Accounts receivable, net 27,046,182 27,349,307
Inventory 5,727,842 2,504,832
Prepaid expenses and other current assets 5,643,279 2,558,822
Contract assets 2,913,722 489,961
Net asset arising from put/call options 128,000
Current assets of discontinued operations 531,480 1,173,741
Total current assets 92,574,256 77,062,722
Property, plant and equipment, net 52,529,545 52,946,539
Construction in progress 3,705,681 710,863
Inventory, noncurrent 4,550,987 4,733,010
Investment in OC-BVI 1,545,430 1,715,905
Goodwill 10,425,013 10,425,013
Intangible assets, net 2,818,888 3,401,666
Operating lease right-of-use assets 2,058,384 2,681,137
Other assets 1,669,377 1,531,816
Long-term assets of discontinued operations 21,129,288 21,146,186
Total assets $ 193,006,849 $ 176,354,857
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities $ 8,438,315 $ 2,831,925
Accounts payable - related parties 403,839 163,947
Accrued compensation 2,267,583 1,435,542
Dividends payable 1,375,403 1,320,572
Current maturities of operating leases 546,851 592,336
Current portion of long-term debt 114,964 62,489
Contract liabilities 8,803,921 513,878
Deferred revenue 315,825 583,646
Current liabilities of discontinued operations 389,884 182,322
Total current liabilities 22,656,585 7,686,657
Long-term debt, noncurrent 216,117 152,038
Deferred tax liabilities 560,306 564,526
Noncurrent operating leases 1,590,542 2,137,394
Other liabilities 219,110 141,000
Long-term liabilities of discontinued operations 7,819
Total liabilities 25,242,660 10,689,434
Commitments and contingencies
Equity
Consolidated Water Co. Ltd. stockholders' equity
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 34,383 and 28,635 shares, respectively 20,630 17,181
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,322,875 and 15,243,693 shares, respectively 9,193,725 9,146,216
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued
Additional paid-in capital 89,205,159 87,812,432
Retained earnings 61,247,699 60,603,056
Total Consolidated Water Co. Ltd. stockholders' equity 159,667,213 157,578,885
Non-controlling interests 8,096,976 8,086,538
Total equity 167,764,189 165,665,423
Total liabilities and equity $ 193,006,849 $ 176,354,857

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​ CONSOLIDATED WATER CO. LTD.

CONSOLIDATED STATEMENTS OF INCOME

Year Ended December 31,
2022 2021
Revenue $ 94,104,972 $ 66,863,502
Cost of revenue (including purchases from related parties of $2,694,810 in 2022 and $437,857 in 2021) 63,749,849 43,356,311
Gross profit 30,355,123 23,507,191
General and administrative expenses (including purchases from related parties of $96,924 in 2022 and $77,190 in 2021) 21,070,234 18,350,359
Loss on asset dispositions and impairments, net (12,704) (3,145,836)
Income from operations 9,272,185 2,010,996
Other income (expense):
Interest income 447,186 684,809
Interest expense (46,545) (10,248)
Profit-sharing income from OC-BVI 26,325 22,275
Equity in the earnings of OC-BVI 75,900 55,984
Net gain (loss) on put/call options (128,000) 818,000
Other 89,944 52,775
Other income, net 464,810 1,623,595
Income before income taxes 9,736,995 3,634,591
Provision (benefit) for income taxes 396,739 (447,982)
Net income from continuing operations 9,340,256 4,082,573
Income from continuing operations attributable to non-controlling interests 1,112,913 632,915
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,227,343 3,449,658
Total loss from discontinued operations (2,371,049) (2,574,079)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 5,856,294 $ 875,579
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.54 $ 0.23
Discontinued operations (0.16) (0.17)
Basic earnings per share $ 0.38 $ 0.06
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.54 $ 0.23
Discontinued operations (0.16) (0.17)
Diluted earnings per share $ 0.38 $ 0.06
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 15,290,509 15,213,816
Diluted earnings per share 15,401,653 15,310,145

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