8-K

Consolidated Water Co. Ltd. (CWCO)

8-K 2023-05-16 For: 2023-05-15
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

May 15, 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 May 15, 2023, Consolidated Water Co. Ltd. (the “Company”) issued a press release announcing its results of operations for the three months ended March 31, 2023. 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 May 15, 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: May 16, 2023

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Graphic

Consolidated Water Reports First Quarter 2023 Revenue up 68% to $32.9 Million, Driving Net Income of $3.8 Million or $0.24 per Share

GEORGE TOWN, Grand Cayman, Cayman Islands, May 15, 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 first quarter ended March 31, 2023. All comparisons are to the same prior year 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).

First Quarter 2023 Financial Highlights

Total revenue increased 68% to $32.9 million.
Retail revenue increased 23% to $7.8 million.
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Bulk revenue increased 22% to $9.0 million.
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Services revenue increased 168% to $12.7 million.
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Manufacturing revenue increased to $3.4 million.
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Net income from continuing operations attributable to company stockholders was $4.1 million or $0.26 per basic and fully diluted share, up 75% from $2.3 million or $0.15 per basic and diluted share in the same year-ago period.
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Paid quarterly cash dividend of $0.085 per share ($0.34 on an annualized basis).
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Cash and cash equivalents totaled $51.1 million as of March 31, 2023, up from $50.7 million as of December 31, 2022.
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First Quarter 2023 Operational Highlights

Volume of water sold in Grand Cayman retail segment increased 20% primarily due to increased tourist activity on Grand Cayman as tourism in 2022 was lower than historical levels due to the lingering impact of the COVID-19 pandemic.
Acquired remaining 39% interest to become 100% owner of PERC Water, the company’s subsidiary that develops, designs, builds, operates and manages water infrastructure facilities in the Southwestern U.S.
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Recognized $6.4 million in revenue from PERC Water’s progress on the construction of an $82 million advanced water treatment plant in Goodyear, Arizona.
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PERC Water advanced commissioning and startup for The City of Santa Monica Sustainable Water Infrastructure Project, which is to provide a drought resilient water supply to the city from one of the world’s most advanced water treatment facilities.

Management Commentary

“In Q1, our 68% increase in revenue to $32.9 million was driven by another quarter of strong growth across all of our business segments, with this reflecting a return to normalcy post-pandemic that helped drive increased activity and output across the board,” commented Consolidated Water CEO, Rick McTaggart. “Our retail water revenue growth was due to a 20% increase in the volume of water sold in Grand Cayman. About a quarter of the increase was due to direct water sales to the island’s water authority, with the rest attributed to the continued return of tourist activity.

“Now that the pandemic effects have abated, we expect retail water sales to return to normal seasonal patterns, with sales typically lower during periods of higher rainfall and decreased tourism. Historically, these lower sales periods are from May through early November, while peak sales have historically been from December through April.

“$6.4 million of the increase in our services segment revenue in the quarter was due to the progress our PERC Water subsidiary has made on its construction of an $82 million advanced water treatment plant in Goodyear, Arizona that we announced about a year ago. Progress on the construction continues as planned, and we anticipate recognizing significant additional revenue from this project until construction, commissioning and startup is completed in mid-2024.

“In January, we acquired the remaining 39% interest in our PERC Water subsidiary which focuses on the development, design, building, operations and management of water infrastructure facilities in the Southwestern U.S. After we acquired our initial controlling interest in PERC in 2019, we strengthened its capabilities and resources. This has resulted in greater financial and operational performance that has far exceeded our expectations.

“PERC’s strong operating performance, revenue growth and synergies with other areas of our business have significantly improved our top and bottom-line results and enhanced shareholder value. Its strong operational presence in the Southwestern U.S., a region that urgently needs new fresh water sources due to unprecedented drought conditions, also positions us for further growth in this important segment of our business.

“During the quarter, PERC continued the commissioning and startup of the Sustainable Water Infrastructure Project (SWIP) in Santa Monica, California, and it has been contracted to operate the facility for the city over the next two years. Considered one of the most advanced water treatment facilities in the world, it is a great example of how we remain at the forefront of the industry.

“The revenue we recognized from the design and ongoing construction of the Red Gate desalination plant for the Water Authority of the Cayman Islands also contributed to our year-over-year increase in services segment revenue. During the quarter, construction in progress increased by approximately $1.2 million, primarily due to construction activity on Cayman Water’s new West Bay desalination plant which replaces a 30-year-old plant and will supplement the production capacity for our retail water business in Grand Cayman.

“We were pleased to see continued year-over-year growth in our manufacturing segment revenue. During the quarter, we saw some relief from supply chain constraints and challenging economic conditions, allowing us to advance more of our order backlog through the manufacturing and billing process.

“Over the last couple of years, we have diversified our manufacturing base in terms of customer concentration and type of products, and we believe this will continue to provide greater consistency in future results. We have

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also seen some business return from our historically largest manufacturing customer, which had been suspended last year. In all, we expect improved results for our manufacturing business and see continued growth opportunities.

“Looking ahead, we remain very optimistic about our further growth for numerous reasons, including the continued recovery of tourism in Grand Cayman, our ongoing construction projects underway there and in the U.S., and the increased project bidding activity we are seeing in the U.S. and the Caribbean.

“We also anticipate that the more than $150 million in major multi-year projects that we secured in 2022 will have an increasing positive impact on our earnings in future quarters. We believe our recent activities and successes, and current trends in our markets, represent strong catalysts for continued growth, increasing profitability, and further strengthening of shareholder value.”

First Quarter 2023 Financial Summary

Revenue for the first quarter of 2023 totaled $32.9 million, up 68% compared to $19.6 million in the same year-ago period. The increase was driven by increases of $1.5 million in the retail segment, $1.7 million in the bulk segment, $8.0 million in the services segment and $2.2 million in the manufacturing segment.

Retail revenue increased primarily due to a 20% increase in the volume of water sold, as well as the result of higher energy costs that increased the energy pass-through component of the company’s water rates and 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, as well as a 9% increase in the volume of water sold.

The increase in services segment revenue was due to an increase in plant design and construction revenue, with most of the revenue increase resulting from PERC Water’s progress on its contract with Liberty Utilities for the construction of a water treatment plant in Goodyear, Arizona. The company recognized approximately $6.4 million in revenue for the Liberty Utilities contract in the first quarter of 2023.

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

Gross profit for the first quarter of 2023 was $10.6 million or 32.1% of total revenue, up 48% from $7.1 million or 36.5% of total revenue for the same year-ago period.

Net income from continuing operations attributable to stockholders for the first quarter of 2023 was $4.1 million or $0.26 per basic and diluted share, compared to net income of $2.3 million or $0.15 per basic and diluted share for the same year-ago period.

Net income attributable to Consolidated Water stockholders for the first quarter of 2023, which includes the results of discontinued operations, was $3.8 million or $0.24 per basic and fully diluted share, up from a net income of $1.7 million or $0.11 per basic and fully diluted share for the same year-ago period.

Cash and cash equivalents totaled $51.1 million as of March 31, 2023, as compared to $50.7 million as of December 31, 2022, with working capital at $70.6 million, debt of $0.3 million, and stockholders’ equity totaling $163.8 million.

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First Quarter Segment Results

Three Months Ended March 31, 2023
Retail Bulk Services Manufacturing Total
Revenue $ 7,771,095 $ 9,004,373 $ 12,721,701 $ 3,371,821 $ 32,868,990
Cost of revenue 3,550,794 6,243,146 10,044,078 2,471,890 22,309,908
Gross profit 4,220,301 2,761,227 2,677,623 899,931 10,559,082
General and administrative expenses 4,177,107 352,975 1,088,672 417,908 6,036,662
(Loss) gain on asset dispositions and impairments, net (7,287) 11,270 1,933 5,916
Income from operations $ 35,907 $ 2,419,522 $ 1,588,951 $ 483,956 4,528,336
Other income, net 157,059
Income before income taxes 4,685,395
Provision for income taxes 449,485
Net income from continuing operations 4,235,910
Income from continuing operations attributable to non-controlling interests 163,121
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 4,072,789
Net loss from discontinued operations (259,163)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,813,626

Three Months Ended March 31, 2022
Retail Bulk Services Manufacturing Total
Revenue $ 6,313,200 $ 7,350,644 $ 4,743,820 $ 1,150,241 $ 19,557,905
Cost of revenue 3,053,740 4,687,119 3,649,180 1,022,102 12,412,141
Gross profit 3,259,460 2,663,525 1,094,640 128,139 7,145,764
General and administrative expenses 3,450,406 310,303 779,974 325,434 4,866,117
Gain on asset dispositions and impairments, net 12,458 12,458
Income (loss) from operations $ (190,946) $ 2,353,222 $ 327,124 $ (197,295) 2,292,105
Other income, net 319,727
Income before income taxes 2,611,832
Provision for income taxes 46,273
Net income from continuing operations 2,565,559
Income attributable to non-controlling interests 241,430
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 2,324,129
Net loss from discontinued operations (607,314)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 1,716,815

Conference Call

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

Date: Tuesday, May 16, 2023

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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: 2665450

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 May 23, 2023, 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: 2665450

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; and (v) 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 ​

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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.

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, December 31,
2023 2022
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 51,104,268 $ 50,711,751
Accounts receivable, net 29,550,063 27,046,182
Inventory 9,087,365 5,727,842
Prepaid expenses and other current assets 5,245,208 5,643,279
Contract assets 6,127,587 2,913,722
Current assets of discontinued operations 369,361 531,480
Total current assets 101,483,852 92,574,256
Property, plant and equipment, net 51,484,484 52,529,545
Construction in progress 4,861,263 3,705,681
Inventory, noncurrent 4,750,701 4,550,987
Investment in OC-BVI 1,292,163 1,545,430
Goodwill 10,425,013 10,425,013
Intangible assets, net 2,682,222 2,818,888
Operating lease right-of-use assets 1,935,737 2,058,384
Other assets 1,567,625 1,669,377
Long-term assets of discontinued operations 21,129,288 21,129,288
Total assets $ 201,612,348 $ 193,006,849
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities $ 9,798,095 $ 8,438,315
Accounts payable - related parties 403,839
Accrued compensation 2,858,268 2,267,583
Dividends payable 1,410,522 1,375,403
Current maturities of operating leases 538,281 546,851
Current portion of long-term debt 114,964 114,964
Contract liabilities 15,499,160 8,803,921
Deferred revenue 306,256 315,825
Current liabilities of discontinued operations 347,928 389,884
Total current liabilities 30,873,474 22,656,585
Long-term debt, noncurrent 188,899 216,117
Deferred tax liabilities 522,655 560,306
Noncurrent operating leases 1,457,466 1,590,542
Other liabilities 147,067 219,110
Total liabilities 33,189,561 25,242,660
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 34,383 shares, respectively 20,630 20,630
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,736,041 and 15,322,875 shares, respectively 9,441,625 9,193,725
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued
Additional paid-in capital 90,648,430 89,205,159
Retained earnings 63,719,310 61,247,699
Total Consolidated Water Co. Ltd. stockholders' equity 163,829,995 159,667,213
Non-controlling interests 4,592,792 8,096,976
Total equity 168,422,787 167,764,189
Total liabilities and equity $ 201,612,348 $ 193,006,849

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CONSOLIDATED WATER CO. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME ****

(UNAUDITED)

Three Months Ended March 31,
2023 2022
Revenue $ 32,868,990 $ 19,557,905
Cost of revenue (including purchases from related parties of $- in 2023 and $839,432 in 2022) 22,309,908 12,412,141
Gross profit 10,559,082 7,145,764
General and administrative expenses (including purchases from related parties of $- in 2023 and $24,231 in 2022) 6,036,662 4,866,117
Gain on asset dispositions and impairments, net 5,916 12,458
Income from operations 4,528,336 2,292,105
Other income (expense):
Interest income 113,644 180,687
Interest expense (37,844) (4,081)
Profit-sharing income from OC-BVI 14,175 10,125
Equity in the earnings of OC-BVI 35,558 31,766
Net gain on put/call options 75,000
Other 31,526 26,230
Other income, net 157,059 319,727
Income before income taxes 4,685,395 2,611,832
Provision for income taxes 449,485 46,273
Net income from continuing operations 4,235,910 2,565,559
Income from continuing operations attributable to non-controlling interests 163,121 241,430
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 4,072,789 2,324,129
Total loss from discontinued operations (259,163) (607,314)
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,813,626 $ 1,716,815
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.26 $ 0.15
Discontinued operations (0.02) (0.04)
Basic earnings per share $ 0.24 $ 0.11
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations $ 0.26 $ 0.15
Discontinued operations (0.02) (0.04)
Diluted earnings per share $ 0.24 $ 0.11
Dividends declared per common and redeemable preferred shares $ 0.085 $ 0.085
Weighted average number of common shares used in the determination of:
Basic earnings per share 15,723,595 15,285,523
Diluted earnings per share 15,888,028 15,435,691

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