Consolidated Water Co. Ltd. - Annual Report: 2005 (Form 10-K)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from _____________ to _____________
Commission File Number: 0-25248
CONSOLIDATED WATER CO. LTD.
(Exact name of Registrant as specified in its charter)
| CAYMAN ISLANDS | N/A | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| Regatta Office Park | ||
| Windward Three, 4th Floor, West Bay Road | ||
| P.O. Box 1114 GT | ||
| Grand Cayman, Cayman Islands | N/A | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone number, including area code: (345) 945-4277
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.60 (CI$0.50)
(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
¨ No x
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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this 10-K or
any amendments to this Form 10-K. [Not Applicable]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act. Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No x
The aggregate market value of common stock held by non-affiliates of the registrant, based on the
closing sales price for the registrant’s ordinary shares, as reported on the Nasdaq National Market
on June 30, 2005, was $149,585,207.
As at June 30, 2005, there were 11,731,488 shares of the registrant’s common shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE : None
EXCHANGE RATES
Unless otherwise indicated, all dollar amounts are in United States Dollars and references to “$”,
“U.S.”, or “U.S.$” are to United States Dollars.
The official fixed exchange rate for conversion of CI$ into U.S. $, as determined by the Cayman
Islands Monetary Authority, has been fixed since April 1974 at U.S. $1.20 per CI$1.00.
The official fixed exchange rate for conversion of BZE$ into U.S. $, as determined by the Central
Bank of Belize, has been fixed since 1976 at U.S.$ 0.50 per BZE$ 1.00.
The official fixed exchange rate for conversion of BAH$ into U.S .$, as determined by the Central
Bank of The Bahamas, has been fixed since 1973 at U.S.$ 1.00 per BAH$ 1.00.
The official fixed exchange rate for conversation of BDS$ into U.S. $ as determined by the Central
Bank of Barbados has been fixed since 1975 at U.S.$ 0.50 = BDS$ 1.00.
The British Virgin Islands’ currency is U.S. $.
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Forward-Looking Statements
We discuss in this Annual Report matters which are not historical facts, but which are
“forward-looking statements.” We intend these forward looking statements to qualify for safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to, our future plans, objectives,
expectations and events, assumptions and estimates about our company and our industry in general.
The forward-looking statements in this Annual Report reflect what we currently anticipate will
happen. What actually happens could differ materially from what we currently anticipate will
happen. We are not promising to make any public announcement when we think forward looking
statements in this Annual Report are no longer accurate whether as a result of new information,
what actually happens in the future or for any other reason.
Important matters that may affect what will actually happen include, but are not limited to:
tourism and weather conditions in the areas we service; scheduled new construction within our
operating areas; the economies of the U.S. and the areas we service; regulatory matters;
availability of capital to repay a substantial portion of our bank debt and for expansion of our
operations, and other factors described in the “Risk Factors” section below as well as elsewhere in
this Annual Report.
By making these forward-looking statements, the Company undertakes no obligation to update
these statements for revisions or changes after the date of this Annual Report.
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PART I
ITEM 1. BUSINESS
Introduction
Our company, Consolidated Water Co. Ltd., was incorporated in 1973 and uses reverse osmosis
technology to produce freshwater from seawater. We process and supply water to our customers in the
Cayman Islands, Belize, Barbados, The British Virgin Islands and The Commonwealth of The Bahamas.
We sell water to a variety of customers, including public utilities, commercial and tourist
properties, residential properties and government facilities.
Effective February 1, 2003, we acquired interests in five companies, which operate a total of
seven desalination plant facilities.
As a result of our acquisition of DesalCo Limited in 2003, we acquired a 12.7% interest in
Waterfields Company Limited. On July 30, 2003, we acquired a further 13.5% of Waterfields Company
Limited (“Waterfields”) and effective August 1, 2003, we acquired an additional 64.7% interest
resulting in total controlling interest of 90.9% of Waterfields. As a result of these
acquisitions, our daily capacity more than tripled from approximately 2.9 to 10.9 million U.S.
gallons per day. Our current capacity is 13.1 million U.S. gallons.
Through these acquisitions, we obtained the exclusive right through October 2009 to distribute
the DWEERTM Energy Recovery System for use in reverse osmosis seawater desalination
plants in the Caribbean basin. We believe the DWEER TM System makes us more competitive
when bidding for new plant construction projects.
Our strategy is to provide water services in areas where the supply of potable water is
scarce. We have focused on the Caribbean basin and adjacent areas as our principal market because
these areas have (1) little or no naturally occurring fresh water; (2) limited taxes allowing for
higher returns than most highly regulated countries and, (3) a large proportion of tourist
properties, which historically have generated higher volume sales than residential properties.
To execute this strategy, we plan to grow our business by:
| • | continuing to develop our production and distribution infrastructure and providing high quality potable water to our licensed area in the Cayman Islands; | ||
| • | expanding our existing operations in Belize, Barbados, The British Virgin Islands and The Commonwealth of The Bahamas; | ||
| • | extending our operations to other markets outside our current areas of operation where there is a need for potable water; and | ||
| • | broadening our existing and future operations into complimentary services, such as wastewater management. |
Our business group structure is defined based on areas of management responsibility, which are
(i) the operations to supply water to retail customers, (ii) the operations to supply water to bulk
customers,
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and (iii) the provision of engineering and management services. In 2003, we changed the
composition of our reportable segments in the financial statements. The operations in the Cayman
Islands and The Bahamas that had previously been reported as separate geographical segments are
included in our Retail Water segment and the operation in Belize is included in our Bulk Water
segment. Our Services segment is a new business segment created as a result of our acquisitions.
Financial Information about Business Segments
Financial information about business segments is included in Note 18 in our consolidated
statements set forth in Item 8. Financial Statements and Supplementary Data herein.
Business Combinations
Our consolidated financial statements include the accounts of our wholly-owned subsidiaries
Cayman Water Company Limited, Belize Water Limited, Ocean Conversion (Cayman) Limited, DesalCo
Limited, DesalCo (Barbados) Ltd., Aquilex, Inc. and our majority owned subsidiary Waterfields
Company Limited.
The operating results of Ocean Conversion (Cayman) Limited, DesalCo Limited and DesalCo
(Barbados) Ltd. have been included in the consolidated financial statements effective February 1,
2003. The operating results of Waterfields Company Limited have been included in the financial
statements effective August 1, 2003. Our investment in Ocean Conversion (BVI) Ltd. is accounted for
using the equity method of accounting. All inter-company balances and transactions have been
eliminated.
RETAIL WATER OPERATIONS
Our Retail water segment accounted for 51% of our revenues in 2005 (2004: 52%; 2003: 57%) and
is comprised of businesses in the Cayman Islands and The Commonwealth of The Bahamas. These
businesses produce potable water from seawater and distribute this water to end-users, including
residential, commercial and government customers.
Retail Water Operations in the Cayman Islands
In the Cayman Islands, we sell retail water to a variety of residential and commercial
customers through our wholly owned subsidiary Cayman Water Company Limited.
Our retail operations in the Cayman Islands currently produce potable water at three reverse
osmosis seawater conversion plants in Grand Cayman, namely our Governor’s Harbour plant, West Bay
plant and Britannia plant. The Britannia plant was destroyed by Hurricane Ivan in September 2004
but was rebuilt and placed back in operation in October 2005.
We own the land where two of our three water plants are located and have entered into a lease
which has over 21 years to run on the site where the third plant is located. The current production
capacities of our Governor’s Harbour plant and West Bay plant are 1.2 million and 710,000 U.S.
gallons per day, respectively. The production capacity of the Britannia plant is 750,000 U.S.
gallons per day. Since the Governor’s Harbour and West Bay plants began production of water, they
have consistently been capable of operating at or near their rated capacity.
Feed water for the reverse osmosis units is drawn from deep wells with associated pumps on the
properties. Reject water is discharged into brine wells on the properties at a deeper level than
the feed water intakes.
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Electricity to our plants is supplied by Caribbean Utilities Co. Ltd., a publicly traded
utility company. At all three plant sites from which we supply water to our distribution pipeline,
we maintain diesel driven, standby generators with sufficient capacity to operate our distribution
pumps and other essential equipment, but not our reverse osmosis desalination equipment, during any
temporary interruptions in electricity supply.
Due to the substantial damage incurred as a result of Hurricane Ivan in September 2004 and the
costs incurred by Caribbean Utilities Company (“CUC”) to quickly restore power, CUC imposed a
significant electricity rate surcharge which equated to an increase of 4.68% in the basic billing
rate on all customers beginning August 1, 2005 and ending on July 31, 2008. We do not expect this
event to have a material effect on our financial results of operations.
In the event of an emergency, our distribution system is connected to the George Town, Grand
Cayman distribution system of Water Authority-Cayman. In prior years in order to efficiently
maintain our equipment, we have purchased water from Water Authority-Cayman for brief periods of
time. We have also sold potable water to Water Authority-Cayman. After Hurricane Ivan, we
purchased approximately 1.6 million U.S. gallons of water from the Water Authority-Cayman while we
were making repairs to our own water production and distribution systems.
Our pipeline system in the Cayman Islands covers the Seven Mile Beach and West Bay areas of
Grand Cayman and consists of approximately 68 miles of PVC pipeline. We extend our distribution
system periodically as property developments are completed. We have a main pipe loop covering a
major part of the Seven Mile Beach area. We place extensions of smaller diameter pipe off our main
pipe to service new developments in our service area. This system of building branches from the
main pipe keeps construction costs low and allows us to provide service to new areas in a timely
manner. During 2004 and 2005, we completed a number of small pipeline extensions into newly
developed properties within our distribution system. Developers are responsible for laying the
pipeline within their developments at their own cost, but in accordance with our specifications.
When a development is completed, the developer then transfers operation and maintenance of the
pipeline to us.
We have a comprehensive layout of our pipeline system, which is maintained in a computer-aided
design (“CAD”) system. This system is integrated with digital aerial photographs and a computer
generated hydraulic model, which allows us to accurately locate pipes and equipment in need of
repair and maintenance. It also helps us to plan extensions and upgrades.
We enter into standard contracts with hotels, condominiums and other properties located in our
existing licensed area to provide potable water to such properties. We currently have agreements on
differing terms and rates to supply potable water to the 309-room Marriott Hotel, the 343-room
Westin Hotel, the 357-room Hyatt Hotel and Britannia Golf Course, and to supply non-potable water
to the SafeHaven Golf Course.
In the Seven Mile Beach area, our primary customers are the hotels and condominium complexes
that serve the tourist industry. On September 11 and 12, 2004, Hurricane Ivan significantly damaged
many of the hotel and condominium properties within our Cayman Islands license area. On August 1,
2005, the Government of the Cayman Islands reported that approximately 40% of Grand Cayman’s hotels
rooms were fit for occupancy. The Government has reported that room availability has still not been
fully restored to pre-Ivan levels at December 31, 2005. In the West Bay area, our primary customers
are residential homes.
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Although adversely impacted by Hurricane Ivan, development continues to take place on Grand
Cayman, and particularly in our licensed area to accommodate both the growing local population and
the tourism market. Because our license requires us to supply water to developments in our licensed
area, the planning department of the Cayman Islands government routinely advises us of proposed
developments. This advance notice allows us to manage our production capacity to meet anticipated
demand. We believe that we have, or have contracted for, a sufficient supply of water to meet the
foreseeable future demand.
We bill on a monthly basis based on metered consumption and bills are typically collected
within 30 to 35 days after the billing date and receivables not collected within 45 days subject
the customer to disconnection from water service. In 2005 and 2004, bad debts represented less than
1% of our total annual sales. Customers who have had their service disconnected must pay
re-connection charges.
The following table shows, for each of the five years ended December 31, 2005, our total
number of customer connections at the end of each year and metered sales of water for that year:
Thousands of U.S. Gallons
| 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||
Number of Customers |
3,800 | 3,600 | 3,300 | 3,100 | 2,999 | |||||||||||||||
Metered Sales: |
||||||||||||||||||||
Commercial |
427,439 | 451,609 | 429,013 | 405,545 | 358,711 | |||||||||||||||
Residential |
157,924 | 122,699 | 107,528 | 103,661 | 104,002 | |||||||||||||||
Government |
8,929 | 7,584 | 6,164 | 13,789 | 11,425 | |||||||||||||||
Total Metered Sales |
594,292 | 581,892 | 542,705 | 522,995 | 474,138 | |||||||||||||||
The table above does not precisely represent the actual number of facilities we service. For
example, in hotels and condominiums, we may only have a single customer, who is the operator of the
hotel or the condominium, but we actually supply water to all of the units within that hotel or
condominium development. Of the customers indicated in the table above, 60.9% were residential,
37.9% were hotels, condominiums and other commercial customers and 1.2% were government facilities
in the year ended December 31, 2005.
In the past, demand on our pipeline distribution has varied throughout the year. Demand
depends upon the number of tourists visiting and the amount of rainfall during any particular time
of the year. In general, the majority of tourists come from the United States during the winter
months.
Before 1991, any owner of property within our licensed area could install water-making
equipment for its own use. Since 1991, that option is only available to private residences,
although water plants in existence prior to 1991 can be maintained but not replaced or expanded.
When the Marriott Hotel was built in 1990 in our licensed area, the developer installed its own
reverse osmosis seawater desalination equipment. The equipment proved unreliable, and on February
4, 1994, we entered into an agreement with the owner of the Marriott Hotel to supply between 60,000
and 180,000 U.S. gallons of water per month at our standard tariff rates. If we are required to
supply more than 180,000 U.S. gallons in a month, we will provide the water at our standard tariff
rates on a best effort basis. The owner of the hotel has indicated that it may refurbish the
reverse osmosis equipment, but we do not believe the hotel has the right to refurbish or replace
the plant under Cayman Islands law.
In 1995, we entered into a 10-year agreement with the owner of the Westin Hotel. This
agreement requires us to supply up to 1.86 million U.S. gallons per month at a discount to our
standard tariff rates, and to supply any additional demand on a best efforts basis. The Westin
Hotel maintains storage capacity
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on-site, assists pressurization with on-site re-pumping facilities, and has provided us with a
letter of credit that covered the cost of water supply for 45 days. Since the expiration of this
agreement in October 2005, we are supplying the Westin Hotel under the terms and conditions of our
short term standard metering agreement.
On February 1, 2002, we entered into an agreement to acquire the Britannia plant and to supply
a minimum of 62.0 million U.S. gallons of potable water per year for 25 years on a take or pay
basis to Cayman Hotel and Golf, Inc., the owner of the Hyatt Grand Cayman Resort and Britannia golf
course. We are required by our government license to meet any water demand from our customer above
the 62.0 million U.S. gallons of water supplied per year. A portion of the Hyatt Hotel has been
closed since Hurricane Ivan and water demand under this contract has been reduced. Cayman Hotel
and Golf, Inc. is invoiced for the monthly minimum balance. This credit resets every twenty-four
months and as of December 31, 2005 Cayman Hotel and Golf had a credit of 58.6 million U.S. gallons,
which must be used or is lost before May 31, 2006.
Retail Water Operations in the Bahamas
In 2000, we entered into a water supply agreement with South Bimini International Ltd., a
company incorporated in The Commonwealth of The Bahamas, and on July 11, 2001 we began to provide
potable water from one reverse osmosis seawater conversion plant in South Bimini, The Bahamas
capable of producing 115,000 U.S. gallons per day.
Potable water is supplied to Bimini Sands Resort, a marina and condominium development and
Bimini Beach Hotel, a 40-room hotel. The developer of the Bimini Sands Resort continues to develop
the property, but we are not currently aware of any time schedule by the developer for the
completion of the additional condominium units. Under our agreement, South Bimini International
Ltd. is committed to pay for a minimum of 3,000 U.S. gallons of water per customer per month
(36,000 U.S. gallons per customer per year) on a take or pay basis for the Bimini Sands Resort. The
price of water supplied is adjusted for inflation annually based on Bahamian and U.S. government
indices, and adjusted monthly for changes in the cost of electricity. During 2005, we supplied
South Bimini International Ltd. with 4.8 million U.S. gallons of water. A portion of the hotel was
destroyed by a hurricane in the fall of 2005 and may affect total demand.
We believe that water sales in Bimini will continue to be cyclical. We expect that our sales
will be higher during the summer months when tourists and fisherman arrive from the United States
by boat, and when several large angling tournaments are traditionally held in Bimini. We expect
that sales will be lower during winter months when the weather is not conducive to pleasure boat
travel from the United States.
We are presently taking steps to transfer and consolidate the Bimini operation to our Bahamian
subsidiary, which would standardize our business license and tax status.
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Retail Water Demand and Average Sales Price
The table below lists the total volume of water we supplied on a quarterly basis for the five
years ended December 31, 2005 to all of our Retail Water customers:
Thousands of U.S. Gallons
| 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||
First Quarter |
146,461 | 176,346 | 141,575 | 141,559 | 119,115 | |||||||||||||||
Second Quarter |
159,745 | 175,813 | 144,134 | 146,488 | 129,305 | |||||||||||||||
Third Quarter |
137,881 | 123,512 | 125,510 | 120,201 | 119,182 | |||||||||||||||
Fourth Quarter |
154,972 | 110,754 | 134,957 | 119,231 | 107,536 | |||||||||||||||
Total |
599,059 | 586,425 | 546,176 | 527,479 | 475,138 | |||||||||||||||
Our average sales price of potable water sold to our Retail water customers for the three
years ended December 31, 2005, 2004 and 2003 are as follows:
| 2005 | 2004 | 2003 | ||||||||||
Average Sales Price Per 1,000 U.S. Gallons |
$ | 22.32 | $ | 20.62 | $ | 19.69 | ||||||
BULK WATER OPERATIONS
Our Bulk water segment accounted for 45% of our revenues in 2005 (2004: 44%; 2003: 37%) and is
comprised of businesses in the Cayman Islands, Belize, The British Virgin Islands and The
Commonwealth of The Bahamas. These businesses produce potable water from seawater and sell this
water to governments and private customers
Bulk Water Operations in the Cayman Islands
In the Cayman Islands, we sell bulk water through our wholly owned subsidiary Ocean Conversion
(Cayman) Limited. Ocean Conversion (Cayman) Limited provides water on a take or pay basis to the
Water Authority-Cayman, a government owned utility and regulatory agency, under various licenses
and agreements. The Water Authority-Cayman in turn distributes that water to properties in the
parts of Grand Cayman that are outside of our retail licensed area. During 2005, we supplied the
Water Authority-Cayman with 878 million U.S. gallons of water.
We operate, but do not own, three additional reverse osmosis seawater conversion plants in
Grand Cayman with a total installed capacity of 3.2 million U.S. gallons per day: the Red Gate
Road plant with a production capacity of 1.3 million U.S. gallons per day, the Lower Valley plant
with a production capacity of 1.1 million U.S. gallons per day and the North Sound plant with a
production capacity of 792,000 U.S. gallons per day. Each of these plants was damaged to varying
degrees from Hurricane Ivan in September 2004 and was restored to fully operational status and
production capacity in the fourth quarter of 2004. The plants that we operate for Water
Authority-Cayman are located on land owned by the Cayman Islands government.
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In January 2001, the Company was granted a seven-year water supply license by the government
of the Cayman Islands to supply desalinated water from the Red Gate Road plant through December,
2008. Under the terms of this license, Ocean Conversion (Cayman) Limited is obligated to deliver to
the Water Authority-Cayman the amount of water it demands or 1.2 million U.S. gallons of water per
day on average each month, whichever is less.
In October 2005, the Company was granted a seven-year extension to its water supply license by
the government of the Cayman Islands to supply desalinated water from the Lower Valley plant
through March, 2013. Under the terms of this license, the Company increased the capacity of the
Lower Valley plant to 1.06 million US gallons per day in exchange for certain pricing changes.
In December 2001, the Company was granted a seven-year water supply license, with effect from
November 2002, by the government of the Cayman Islands and the Water Authority-Cayman to supply
desalinated water from the North Sound plant through November 2009. Under the terms of this license
Ocean Conversion (Cayman) Limited is obligated to deliver to the Water Authority-Cayman the amount
of water it demands or 713,000 U.S. gallons of water per day on average each month, whichever is
less.
Bulk Water Operations in Belize
In Belize, we sell bulk water through our wholly owned subsidiary Belize Water Limited which
we acquired on July 21, 2000. Belize Water Limited provides water to Belize Water Services Ltd.
(“BWSL”), which distributes the water through its own pipe line system to residential, commercial
and tourist properties in Ambergris Caye, Belize. During 2005, we supplied BWSL with 116.4 million
U.S. gallons of water. Potable water is provided from one reverse osmosis seawater conversion plant
capable of producing 420,000 U.S. gallons per day. During 2005 we completed the construction of a
new water tank.
On September 17, 2003, we entered into an exclusive 23-year contract with BWSL to supply a
minimum of 1.75 million US gallons of water per week, or upon demand up to 2.1 million US gallons
per week, on a take or pay basis. This contract terminates on March 23, 2026. BWSL has the option
to advise us no later than six months before the termination date that it wishes to renew the
contract for a further 25-year period on the same terms and conditions.
On October 3, 2005, a controlling interest in BWSL was sold back to the Government of Belize.
This transaction effectively reversed the privatization of BWSL. We do not anticipate that this
change in control of our customer will affect our contractual arrangement with BWSL. Prior to this
change in control, BWSL requested that we expand the production capacity of our plant by
approximately 100,000 US gallons per day and we are presently preparing a design for such expansion
and expect to have additional capacity on line in 2006.
We own our production plant in Belize and lease the land on which our plant is located from
the Government of Belize at an annual rent of BZE$1.00. The lease commenced on April 27, 1993 and
was extended on January 2, 2004 to a period of 33 years.
BWSL distributes our water primarily to residential properties, small hotels, and businesses
that serve the tourist market. The base price of water supplied, and adjustments thereto, are
determined by the terms of the contracts, which provide for annual adjustments based upon the
movement in the government price indices specified in the contract, as well as monthly adjustments
for changes in the cost of diesel fuel and electricity. Demand is less cyclical than in our other
locations due to a higher proportion of residential to tourist demand.
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Feed water for the reverse osmosis units is drawn from deep wells with associated pumps on the
property. Reject water is discharged into brine wells on the property at a level below that of the
feed water intakes.
Electricity to our plant is supplied by Belize Electricity Limited. At the plant site, we
maintain a diesel driven, standby generator with sufficient capacity to operate our essential
equipment during any temporary interruption in the electricity supply.
Bulk Water Operations in the British Virgin Islands
In The British Virgin Islands, we sell bulk water through an affiliate, Ocean Conversion (BVI)
Ltd. (“OCBVI”), to the Government of The British Virgin Islands Water and Sewerage Department
(“BVIW&S”), which distributes the water through its own pipeline system to residential, commercial
and tourist properties on the islands of Tortola and Jost Van Dyke in the British Virgin Islands.
During 2005, OCBVI supplied BVIW&S with 479.0 million U.S. gallons of water.
OCBVI supplies desalinated water produced from its Baughers Bay desalination plant on a
month-to-month basis, because the Government did not extend OCBVI’s water supply agreement. The
Government did not make a terminal payment of $1.42 million to OCBVI, which would have entitled it
to take possession of the Baughers Bay plant. On January 28, 2000, the Government advised OCBVI
that it considered a water sales arrangement to be in force on a monthly basis until negotiations
for a new agreement could be concluded. Negotiations on the terms of a new agreement have not
proceeded since our acquisition of interests in OCBVI, so we are presently awaiting an indication
from Government that they wish to meet to discuss terms of a new agreement.
The Baughers Bay plant was expanded in December 2003 to a capacity of 1.7 million U.S. gallons
per day. The plant is a seawater reverse osmosis plant with an advanced energy recovery system. It
generates its own electrical power on site using two large Caterpillar diesel driven generator
units. It also purchases electricity from the BVI Electric Co. to power ancillary equipment and
provide building lighting.
OCBVI is currently constructing a new reverse osmosis seawater desalination plant in Bar Bay,
Tortola with a capacity of 700,000 U.S. gallons per day. The estimated total cost of the plant is
$7.0 million and it is expected to be completed in September, 2006.
On February 7, 2003, we completed our purchase of 50% of the issued and outstanding voting
stock, certain profit sharing rights and all of the non-voting shares of Ocean Conversion (BVI)
Ltd. Also on that date we surrendered 18.2% of our profit sharing rights for 45,000 non-voting
shares of Ocean Conversion (BVI) Ltd. On May 9, 2003 we sold all of our non-voting shares of Ocean
Conversion (BVI) Ltd. to Sage Water Holdings (BVI) Limited. We now own 50% of the voting shares and
50% of the profit sharing rights of Ocean Conversion (BVI) Ltd. and a 43.5% total interest. Under
the Articles of Association of Ocean Conversion (BVI) Ltd., we appoint three of the six directors
of the company. Sage Water Holdings (BVI) Limited, which owns the remaining 50% of the issued and
outstanding voting shares, is entitled to appoint the remaining three directors. If there is a tied
vote on any matter, the President of the Caribbean Water and Wastewater Association will be
entitled to appoint a junior director to break the tie.
We provide certain engineering and administrative services to OCBVI for a monthly fee and a
bonus arrangement which provides for payment of 4.0% of net operating income of OCBVI.
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We account for our interests in Ocean Conversion (BVI) Ltd. using the equity method of
accounting and therefore the operating results of Ocean Conversion (BVI) Ltd. are not consolidated
in our financial statements. Income from this investment is included in our Bulk water operations
segment.
Bulk Water Operations in The Bahamas
In the Commonwealth of The Bahamas, we sell bulk water through our majority-owned subsidiary,
Waterfields Company Limited (“WCL”), to the Water and Sewerage Corporation of The Bahamas (“WSC”),
which distributes the water through its own pipeline system to residential, commercial and tourist
properties on the Island of New Providence. During 2005, WCL supplied WSC with 853.0 million U.S.
gallons of water.
As a result of our acquisition of DesalCo Limited on February 7, 2003, we acquired a 12.7%
interest in WCL. On July 30, 2003, we acquired a further 13.5% of WCL and effective August 1,
2003, acquired an additional 64.7% interest resulting in total controlling interest of 90.9% of
WCL.
We supply bulk water to WSC from our Windsor Plant under the terms of a 15-year water supply
agreement dated May 7, 1996. In 2005, we completed an expansion of the plant’s capacity from 2.6 to
4.1 million U.S. gallons per day.
We are required to provide WSC with at least 16.8 million US gallons per week of potable
water, and WSC has contracted to purchase at least that amount from us on a take-or-pay basis.
This water supply agreement expires on the later of March 1, 2013 or after the plant has produced
approximately 13.1 billion U.S. gallons of water. At the conclusion of the initial term, WSC has
the following options:
| • | extend the term for an additional five years at a reduced rate specified in the agreement; | ||
| • | exercise a right of first refusal to purchase any materials, equipment and facilities that WCL intends to remove from the site, and negotiate a purchase price with Waterfields; or | ||
| • | require WCL to remove all materials, equipment and facilities from the site. |
During the past two years, we experienced various equipment failures and operational problems
which caused us to incur penalties for not supplying minimum water volumes to WSC. We also
incurred penalties for not meeting diesel fuel and electricity efficiencies specified in our water
sale agreement with WSC. These penalties totaled $571,349 in 2005 and $313,408 in 2004,
respectively. We have undertaken a program to replace certain equipment prone to repetitive failure
and to reduce the fouling tendency of the feed water to the plant.
Feed water for the reverse osmosis unit is drawn from deep wells with associated pumps on the
property. Reject water is discharged into brine wells on the property at a deeper level than the
feed water intakes.
Electricity to our plants is supplied by Bahamas Electricity Corporation. We maintain a
standby generator with sufficient capacity to operate essential equipment at our Windsor Plant and
are able to produce water with this plant during any temporary interruptions in the electricity
supply.
On February 16, 2005, the government of the Commonwealth of The Bahamas announced that the
Bahamas government accepted the bid of the Company to build a new seawater desalination plant (the
“Blue Hills Plant”) on the island of New Providence. Although not part of the Blue Hills Plant bid,
the Company also expanded its existing seawater desalination plant (the “Windsor Plant”) on the
island of New Providence. On April 11, 2005, the company and WCL accepted the terms set forth in a
formal letter of acceptance relating to the construction of the Blue Hills Plant.
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When completed in August, 2006, the Company expects that the Blue Hills Plant will produce 7.2
million U.S. gallons potable water per day and will be its largest seawater conversion facility.
The expansion of the Windsor Plant, completed in December 2005, increased the capacity of that
operation by approximately 40%. As part of its agreement with WSC, the Company is required to
provide engineering services and equipment to reduce the amount of water that is currently lost
throughout WSC’s pipeline distribution system on New Providence.
In order to finance the construction of the Blue Hills Plant, the expansion of the Windsor
Plant and provide the related engineering services described above, our Waterfield’s subsidiary
sold $10.0 million Series A bonds in June 2005 to Bahamian citizens and permanent resident
investors in the Bahamas. In November 2005, our offering of 2,023,850 Bahamian Depository Receipts
to similar investors resulted in net proceeds after expenses of approximately $6.8 million.
Bulk Water Demand and Average Sales Price
The table below lists the total volume of water we supplied on a quarterly basis for the four
years ended December 31, 2005 to of our Bulk water customers:
Thousands of U.S. Gallons
| 2005 | 2004 | 2003 | 2002 | |||||||||||||
First Quarter |
441,498 | 438,851 | 133,682 | 24,751 | ||||||||||||
Second Quarter |
456,625 | 458,455 | 208,107 | 30,206 | ||||||||||||
Third Quarter |
442,404 | 424,665 | 345,307 | 30,028 | ||||||||||||
Fourth Quarter |
506,892 | 424,434 | 414,404 | 27,552 | ||||||||||||
Total |
1,847,419 | 1,746,405 | 1,101,500 | 112,537 | ||||||||||||
Our average sales of potable water sold to our Bulk water customers for the three years
ended December 31, 2005, 2004 and 2003 are as follows:
| 2005 | 2004 | 2003 | ||||||||||
Average Sales Price Per 1,000 U.S. Gallons |
$ | 6.35 | $ | 5.90 | $ | 6.97 | ||||||
SERVICE OPERATIONS
Our Service segment accounted for 4.0% of revenues in 2005 (2004: 4.0%; 2003: 6.0%).
Engineering and Management Services Operations
We provide management, engineering and construction services for desalination projects and are
the exclusive agents for sales of DWEER™ energy recovery systems for desalination plants in the
Caribbean basin until October 2009. DesalCo Limited, which is recognized by suppliers as an
original equipment manufacturer of reverse osmosis seawater desalination plants, also functions as
the primary purchasing agent for our Company.
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In 2003, DWEER Technology Ltd. (“DWEER Tech”), the owner of the DWEER™ technology, licensed
the worldwide rights to the DWEER™ technology to Calder AG, a Swiss company. On February 26, 2004
we entered into a new exclusive Caribbean distributorship agreement with Calder AG for the DWEER™
technology, and amended the terms of our distributorship agreement with DWEER Tech. Our agreements
with Calder AG and DWEER Technology Ltd. were amended in 2005 to allow DesalCo Limited to
manufacture components for legacy DWEER systems that currently operate in the majority of our
desalination facilities.
In July 2005, the Company entered into an Engineering & Consulting Agreement with Industrial
Services, Inc. (“ISI”) and the sole shareholder of ISI, Scott Shumway, pursuant to which both will
provide certain industrial project design, engineering and management services as requested. The
sole shareholder has unconditionally guaranteed the performance of ISI.
The term of the agreement is approximately 17 months but can be terminated by the Company with
14 days notice in the event of the death or incapacity of Mr. Shumway.
The estimated total aggregate maximum payments over the term of the agreement are
approximately $600,000.
In 2005, the Company established a 100% owned U.S. subsidiary, Aquilex, Inc., to provide
financial, engineering and supply chain management support services to certain operating segments
of the Company.
Service Operations in Barbados
Effective February 1, 2003, we acquired all of the issued and outstanding stock of DesalCo
Limited. DesalCo Limited owned all of the issued and outstanding stock of DesalCo (Barbados) Ltd.,
a Barbados company, which operates a desalination plant for Sandy Lane Properties Ltd. in St.
James, Barbados.
Under the terms of a supply and operating agreement with Sandy Lane Properties Ltd., DesalCo
Limited constructed and operates a seawater desalination plant which provides irrigation water for
several golf courses on the Sandy Lane Resort. Sandy Lane Properties Ltd. owns the plant and
property and DesalCo Limited operates the plant under the terms of a five-year operating agreement,
which was to expire in January 2006. This agreement was recently extended through January, 2007.
In 2005, 2004 and 2003, the agreement generated revenues of $410,701, $402,631 and $397,929,
respectively. DesalCo (Barbados) Ltd. also pays the Company a monthly assignment equal to 8.0% of
the gross revenue and certain operating expenses for engineering services.
In October 2005, the Company entered into an agreement with Newwater Incorporated, a Barbados
entity partly owned by Zenon Environmental of Canada, to mutually develop business opportunities
involving potable and wastewater projects in new and existing markets.
The Government in the Cayman Islands, Customs Duties and Taxes
The Cayman Islands are a British Overseas Territory of the United Kingdom and have had a
stable political climate since 1670, when the Treaty of Madrid ceded the Cayman Islands to England.
The Queen of England appoints the Governor of the Cayman Islands to make laws with the advice and
consent of the legislative assembly. There are 15 elected members of the legislative assembly and
three members appointed by the Governor from the Civil Service. The Cabinet is responsible for
day-to-day
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government operations. The Cabinet consists of five ministers who are chosen by the
legislative assembly from its 15 popularly elected members, and the three Civil Service members.
The Governor has reserved powers and the United Kingdom retains full control over foreign affairs
and defense. The Cayman Islands are a common law jurisdiction and have adopted a legal system
similar to that of the United Kingdom.
There are no local taxes on profits, income, distributions, capital gains or appreciation in
the Cayman Islands. We have exemptions from, or receive concessionaire rates of customs duties on
capital expenditures for plant and major consumable spare parts and supplies imported into the
Cayman Islands as follows:
| • | we do not pay import duty or taxes on reverse osmosis (“RO”) membranes, electric pumps and motors and chemicals, but we do pay duty at the rate of 10% of the cost, including insurance and transportation to the Cayman Islands, of other plant and associated materials and equipment to manufacture or supply water in the Seven Mile Beach or West Bay areas; and | ||
| • | Ocean Conversion (Cayman) Limited pays all customs duties up to 10% in respect of materials and supplies imported for the Red Gate plant and is reimbursed amounts in excess of this percentage by Water Authority-Cayman. |
A major source of revenue to the Cayman Islands government is a 7.5% or 9.0% stamp tax,
depending on location, on the transfer of ownership of land in the Cayman Islands. During the
period of November 14, 2001 to date, the stamp tax has been temporarily set at 5.0%. To prevent
stamp tax avoidance by transfer of ownership of the shares of a company which owns land in the
Cayman Islands (as opposed to transfer of the land itself), The Land Holding Companies (Share
Transfer Tax) Law was passed in 1976. The effect of this law is to charge a company, which owns
land or an interest in land in the Cayman Islands, a tax based on the value of its land or interest
in land attributable to each share transferred. The stamp tax calculation does not take into
account the proportion which the value of a company’s Cayman land or interest bears to its total
assets and whether the intention of the transfer is to transfer ownership or part of a company’s
entire business or a part of its Cayman land or interest.
Prior to our common shares becoming publicly traded in the United States, we paid this tax on
private share transfers. We have never paid the tax on transfers of our publicly traded shares and
requested an exemption in 1994. On April 10, 2003, we received notice that the Cayman Islands
government had granted an exemption from taxation for all transfers of our shares. We believe it is
unlikely that government will seek to collect this tax on transfers of our publicly traded shares
during 1994 through April 10, 2003.
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The Government in The Bahamas, Customs Duties, and Taxes
The Commonwealth of The Bahamas is a constitutional parliamentary democracy with the Queen of
England as the constitutional head of state. The basis of Bahamian law and legal system is the
English common law tradition with a Supreme Court, Court of Appeals, and a Magistrate court.
We have not been granted any tax exemptions for our Bahamian operations. Bahamian companies
are subject to an annual business license fee ranging from 1% to 2% of their gross revenues. We did
not pay any business license fees to the Bahamian government in respect of our Bimini retail water
operations since commencement of operations on July 11, 2001, other than contributions to the
National Insurance Board Social Security Fund on behalf of our employees. We estimate our potential
tax liability based on our gross revenues earned from commencement of operations to be less than
$11,000.
The Government in Belize, Customs Duties and Taxes
Belize (formerly British Honduras) achieved full independence from the United Kingdom in 1981.
Today, Belize is a constitutional monarchy with the adoption of a constitution in 1991. Based on
the British model with three independent branches, the Queen of England is the constitutional head
of state, represented by a Governor General in the government. A Prime Minister and cabinet make up
the executive branch, while a 29 member elected House of Representatives and a nine member
appointed Senate form a bicameral legislature. The cabinet consists of a prime minister, other
ministers and ministers of state who are appointed by the Governor-General on the advice of the
Prime Minister, who has the support of the majority party in the House of Representatives. Belize
is an English common law jurisdiction with a Supreme Court, Court of Appeals and local Magistrate
Courts.
The Government of Belize has exempted Belize Water Limited from certain customs duties and all
revenue replacement duties until April 18, 2026, and company taxes until January 28, 2006. Belize
levies a gross receipts tax on corporations at a rate varying between 0.75% and 25%, depending on
the type of business, and a corporate income tax at a rate of 25% of chargeable income. Gross
receipts tax payable amounts are credited towards corporate income tax. The Government of Belize
recently increased certain business and personal taxes and created new taxes effective March 1,
2005. We are presently assessing whether these increases will have any impact on our business.
Under the old tax structure without our exemption, we believe our business would be subject to a
1.25% gross receipts tax and income tax. Belize levies import duty on most imported items at rates
varying between 0% and 45%, with most items attracting a rate of 20%. While the Government of
Belize confirmed its commitment in a letter dated June 29, 1992 from the Financial Secretary of
Belize to support all future applications for extensions or additional tax exemptions for the life
of our water supply contract, future exemptions must be approved by the Belize legislature and we
do not have any assurance that we will be granted any further tax exemptions after January 28,
2006.
The Government in the British Virgin Islands, Customs Duties and Taxes
The British Virgin Islands is an Overseas Territory of the United Kingdom that was first
settled by the Dutch in 1648 and annexed by the British in 1672. It adopted a constitution in 1977
and is now a constitutional democracy with three branches of government: the Executive Council, the
Judiciary and the Legislative Council. Executive authority is vested in the Queen of England,
exercised through her representative, the Governor. The Governor has responsibility for the courts,
public service, police, and foreign affairs and full policy-making authority. The Governor is not a
member of the Executive Council but receives assistance with the day-to-day operations of the
government. The Executive Council is made up of various members of the legislature. The Parliament
or Legislative Council is made up of thirteen
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(13) seats with members elected by popular vote, serving up to but no more than four-year
terms. The British Virgin Islands are an English common law jurisdiction with a Supreme Court,
Court of Appeals and Magistrates Court.
The British Virgin Islands imposes a corporate income tax at a rate of 15% of net income.
However, Ocean Conversion (BVI) Ltd. received an exemption, under the water supply agreement with
The British Virgin Islands government, from all taxes, duties, levies and impositions on items,
which it imports for the Baughers Bay plant. We expect that this same exemption will apply to the
Bar Bay plant when commissioned.
The Government in Barbados, Customs, Duties and Taxes
Barbados is an independent island nation that was initially occupied by the British in 1627.
It remained a British colony until 1961 when it was granted internal autonomy. Barbados gained
full independence in 1966 but remains a member of the British Commonwealth that appoints the
Governor General. The Governor General approves members of the Cabinet on the advice of the prime
minister. The parliament consists of the senate whose 21 members are appointed by the Governor
General and the assembly whose 30 members are popularly elected to five-year terms. Barbados is an
English common law jurisdiction with a Supreme Court.
The net income of DesalCo (Barbados) Ltd. is subject to a 33% Barbados corporate tax, and all
dividend payments and supplier payments are subject to a Barbados withholding tax of 15%. DesalCo
(Barbados) Ltd. pays for all customs duties due on parts and equipment for the plant since a
concession on such duties held by Sandy Lane Properties Ltd. expired in March 2004. Value added
taxes are paid by Sandy Lane Properties Ltd. DesalCo (Barbados) Ltd. has made all necessary tax
filings and payments.
Government Regulation
In the Cayman Islands, we are regulated by the Water Authority-Cayman on behalf of the Cayman
Islands Government and believe that our operations comply with all local laws and regulations.
We believe that our operations in The Bahamas, The British Virgin Islands and Barbados comply
with all local laws and regulations, and are reviewing our Bahamian tax status as it relates to our
Bimini operation, as discussed above.
Market and Service Area
Although we currently operate in the Cayman Islands, Belize, Barbados, The British Virgin
Islands and The Bahamas, we believe that our potential market consists of any location where there
is a need for potable water. The desalination of seawater, either through distillation or reverse
osmosis, is the most widely used process for producing fresh water in areas with an insufficient
natural supply. We believe our experience in the development and operation of distillation and
reverse osmosis desalination plants as well as our exclusive rights in the Caribbean to the DWEER™
energy recovery system provides us with a significant opportunity to successfully expand our
operations beyond the markets in which we currently operate.
Prior to our acquisition of Ocean Conversion (Cayman) Limited in February 2003, the market
that we serviced under our exclusive license in the Cayman Islands consisted of Seven Mile Beach
and West Bay, Grand Cayman, two of the three most populated areas in the Cayman Islands. The Cayman
Islands Government, through Water Authority-Cayman, supplies water to parts of Grand Cayman, which
are not within our licensed area, as well as to Little Cayman and Cayman Brac. We operate all the
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reverse osmosis desalination plants of Water Authority-Cayman on Grand Cayman and supply water
under licenses and supply agreements held by Ocean Conversion (Cayman) Limited with Water-Authority
Cayman.
According to the most recent information published by the Economics and Statistics Office of
the Cayman Islands Government, the population of the Cayman Islands was estimated in July 2004 to
be approximately 43,000. According to the figures published by the Department of Tourism Statistics
Information Center, during the year ended December 31, 2005 tourist air arrivals decreased by 35.4%
and tourists cruise ship arrivals increased 6.2% over the same period in 2004.
The decline in air travel in 2005 was primarily due to Hurricane Ivan, which impacted the
tourist industry throughout 2005. Total visitors for the year increased only slightly to 1.5
million from 1.4 million over the same period in 2004. We believe that our water sales in the
Cayman Islands are more positively impacted by tourists that arrive by air than by those arriving
by cruise ship, since cruise ship tourists generally only remain on island for one day or less.
Tourist air arrivals increased 110.0% and cruise ship arrivals increased 23.8% in January 2006
compared to the same period in 2005. At this time we are not able to determine whether this
positive trend will continue through 2006.
In December 2005, the 360-room Ritz Carlton Hotel, condominiums and golf course development
began operations. The developer of this project has revised an anticipated full completion date to
May 2006 because of the disruption caused by Hurricane Ivan in 2004. The development is required
to purchase potable water from us for the hotel and condominiums under the terms of our exclusive
license agreement, but not for its golf course. We have service agreements in place with the
resort.
During 2002, the government of the Cayman Islands amended the Development and Planning Law to
permit construction of buildings up to seven stories in certain zones within our license area,
including commercial and hotel zones. Previously, buildings in these zones were only permitted to
be built to five stories. We believe that this change in the law will facilitate the development
of certain properties within our license area that may have otherwise not developed under the old
height restriction, and it has already facilitated the re-development of three existing properties,
which have been demolished and are being re-built as multi-story structures.
Our current operations in Belize are located on Ambergris Caye, which consists of residential,
commercial and tourist properties in the town of San Pedro. This town is located on the southern
end of Ambergris Caye. Ambergris Caye is one of many islands located east of the Belize mainland
and off the southeastern tip of the Yucatan Peninsula. Ambergris Caye is approximately 25 miles
long and, according to the Belize National Population Census 2000, has a population of about 4,500
residents, which has increased approximately 144% over the past ten years. We provide bulk potable
water to Belize Water Services Limited, which distributes this water to this market. Belize Water
Services Limited (“BWSL”) currently has no other source of potable water on Ambergris Caye. Our
contract with BWSL makes us their exclusive producer of desalinated water on Ambergris Caye though
2026.
A 185 mile long barrier reef, which is the largest barrier reef in the Western Hemisphere, is
situated just offshore of Ambergris Caye. This natural attraction is becoming a choice destination
for scuba divers and tourists. According to information published by the Belize Trade and
Investment Development Service, tourism is Belize’s second largest source of foreign income, next
to agriculture.
Our current operations in the Bahamas are located on South Bimini Island and in Nassau on New
Providence. The Bimini Islands consist of North Bimini and South Bimini, and are two of 700
islands
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which comprise the Bahamas. The Bimini Islands are located approximately 50 miles east of Ft.
Lauderdale, Florida and are a premier destination for sport fishing enthusiasts. The population of
the Bimini Islands is approximately 1,600 persons and the islands have about 200 hotel and guest
rooms available for tourists. The total land area of the Bimini Islands is approximately 9 square
miles.
New Providence, Lyford Caye and Paradise Island, connected by several bridges, are located
approximately 150 miles east southeast of the Bimini Islands. With an area of 151 square miles and
a population of approximately 211,000, Nassau is the political capital and the commercial hub of
the Bahamas. As the largest city with its famed Cable Beach, it accounts for more than two-thirds
of the 4.0 million tourists who visit the Bahamas annually. New Providence is presently
experiencing intermittent to severe water shortages and imports about one-half of its water from
Andros Island, which lies 35 miles west of New Providence.
The Company expects that the Blue Hills Plant will produce 7.2 million U.S. gallons potable
water per day when completed in August, 2006 and it will be the Company’s largest seawater
conversion facility. The expansion of the Windsor Plant, completed in December 2005, increased the
capacity of that operation by approximately 40%, to 3.6 million U.S. gallons of potable water per
day.
The British Virgin Islands are an Overseas Territory of the United Kingdom and are situated
east of Puerto Rico. They consist of 16 inhabited and more than 20 uninhabited islands, of which
Tortola is the largest and most populated island. The islands are the center for many large
yacht-chartering businesses.
Barbados, located northeast of Venezuela between the Caribbean Sea and the North Atlantic
Ocean, is an independent sovereign nation member of the British Commonwealth. It has a population
of approximately 277,000 and was traditionally known for its cultivation of sugar cane. More
recently, the economy has diversified to include tourism and light manufacturing.
Growth Strategy
Our strategy is to provide water services in areas where the supply of potable water is
scarce. We have focused on the Caribbean basin and adjacent areas as our principal market because
these areas have: little or no naturally occurring fresh water; limited local regulations and taxes
allow for higher returns than most highly regulated countries; and a large proportion of tourist
properties, which historically have generated higher volume sales than residential properties.
Our growth strategy is as follows:
| • | We intend to continue to develop our production and distribution infrastructure and provide high quality potable water to our licensed area in the Cayman Islands. We have increased our share of the potable water market in the Cayman Islands as a result of our purchase of the Britannia plant and acquisition of Ocean Conversion (Cayman). We also intend to explore the feasibility of either acquiring or obtaining the license from the Cayman Islands government to operate Water Authority-Cayman, which supplies water to parts of Grand Cayman and Cayman Brac and has the right to supply water in Little Cayman. | ||
| • | We intend to expand our existing operations in the Cayman Islands, Belize, Barbados, The British Virgin Islands and the Commonwealth of The Bahamas. For example, through negotiations with Belize Water Services Limited, we have extended the term of our agreement to 23 years and increased the guaranteed minimum quantities supplied. We intend to seek new water supply agreements for other areas in Belize. Similarly, as the development of resort properties in Bimini continues, we expect to sell more water to additional customers |
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further utilizing our current plant until the installation of a larger plant becomes
necessary. In the British Virgin Islands, we expanded the capacity of our existing plant
on the island of Tortola from 1.2 million to 1.7 million U.S. gallons per day in
December 2003, and we are constructing a second plant, the Bar Bay plant, with a
capacity of 700,000 U.S. gallons per day on the island.
| • | We intend to expand our operations to other markets outside of our current areas of operation where there is need for potable water. In addition to our acquisitions, we are currently involved in preliminary discussions to operate water-making plants and to supply water in other new markets and may pursue these opportunities either on our own or through joint ventures and strategic alliances, such as the agreement with Newwater Incorporated previously described. So far, we have focused on various locations throughout the Caribbean basin and Central America. | ||
| • | We intend to broaden our existing and future operations into complementary services. Prior to the installation of a central wastewater system by the Cayman Islands government, we provided wastewater services on Grand Cayman. We may reenter this field in the Cayman Islands and intend to provide such services outside of the Cayman Islands. |
Reverse Osmosis Technology
The conversion of saltwater to potable water is called desalination. There are two primary
forms of desalination: distillation and reverse osmosis. Both methods are used throughout the world
and technologies are improving to lower the costs of production. Reverse osmosis is a separation
process in which the water from a pressurized saline solution is separated from the dissolved
material by passing it over a semi-permeable membrane. An energy source is needed to pressurize the
saline (or feed) water for pretreatment, which consists of fine filtration and the addition of
precipitation inhibitors. Pre-treatment removes suspended solids, prevents salt precipitation and
keeps the membranes free of microorganisms. Next, a high-pressure pump enables the water to
actually pass through the membrane, while salts are rejected. The feed water is pumped into a
closed vessel where it is pressurized against the membrane. As a portion of the feed water passes
through the membrane, the remaining feed water increases in salt content. This remaining feed water
is discharged without passing through the membrane. As the discharged feed water leaves the
pressure vessel, its energy is captured by an energy recovery device which is used to pressurize
incoming feed water. The final step is post-treatment, which consists of stabilizing the water,
removing undesirable dissolved gases and adjusting the pH and chlorination to prepare it for
distribution.
We use reverse osmosis technology to convert seawater to potable water. We believe that this
technology is the most effective and efficient conversion process for our market. However, we are
always seeking ways to maximize efficiencies in our current processes and to investigate new more
efficient processes to convert seawater to potable water. The equipment at our plants is among the
most energy efficient available and we monitor and maintain our equipment in an efficient manner.
As a result of our years of experience in seawater desalination, we believe that we have an
expertise in the development and operation of desalination plants which is easily transferable to
locations outside of our current operating areas.
In addition, DesalCo Limited is the exclusive distributor in the Caribbean basin for the
DWEER™ system produced by DWEER Technology Limited for use in reverse osmosis seawater desalination
plants through October, 2009. An advanced energy recovery system, the DWEER™ system is utilized to
efficiently recover energy from the high-pressure brine that is the by-product of the reverse
osmosis desalination process. Unlike pump/turbine systems used in many desalination plants around
the world, the DWEER™ system recovers nearly 100% of the energy contained in the reject water (or
brine)
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from the reverse osmosis process. As a result, the DWEER™ energy recovery system for reverse
osmosis seawater desalination plants is one of the most energy efficient systems of its kind. The
DWEER™ system is used on most of our all desalination plants designed by us since 1990.
Raw Materials and Sources of Supply
All materials, parts and supplies essential to our business operations can normally be
obtained from multiple sources, except for the DWEER™ energy recovery devices which are exclusively
manufactured by Calder AG, a Swiss company, and which we use at all of our plants with the
exception of the Belize and Britannia plants. We do not manufacture any parts or components for
equipment essential to our business. Our access to seawater for processing into potable water is
granted through our licenses and contracts with governments of the various jurisdictions in which
we have our operations.
Licenses, Franchises and Concessions
Our exclusive operational license was issued to us by the Cayman Islands government under The
Water (Production and Supply) Law of 1979. Unless renewed, the license terminates on July 11, 2010.
Two years prior to the expiration of the license, we have the right to negotiate with the
government to extend the license for an additional term. Unless we are in default under the
license, the government may not grant a license to any other party without first offering the
license to us on terms that are no less favorable than those which the government offers to a third
party.
We must provide, within our licensed area, any requested piped water service that, in the
opinion of the Cabinet of the Cayman Islands government, is commercially feasible. Where supply is
not considered commercially feasible, we may require the potential customer to contribute toward
the capital costs of pipe-laying. We then repay these contributions to the customer, without
interest, by way of a 10% discount on future billings for water sales until this advance in aid of
construction has been repaid. We have been installing additional pipeline when we consider it to be
commercially feasible, and the Cayman Islands government has never objected to our determination
regarding commercial feasibility.
Under our exclusive license, we pay a royalty to the government of 7.5% of our gross water
sales revenue. Other than the selling prices provided in our agreements with the Westin Hotel, the
Hyatt Hotel and Britannia Golf Course and SafeHaven Golf Course, the selling price of water under
the license varies depending upon the type and location of the customer and the monthly volume of
water purchased. The license provides for an automatic adjustment for inflation or deflation on an
annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of
electricity on a monthly basis. The Water Authority-Cayman, on behalf of the government, reviews
and approves the calculations of the price adjustments for inflation and electricity costs.
If we want to adjust our prices for any reason other than inflation or electricity costs, we
have to request prior approval of the Cabinet of the Cayman Islands government. If the parties fail
to agree, the matter is referred to arbitration. The last such price increase that we requested was
granted in full in June 1985.
Seasonal Variations in Our Business
Our water sales in the Cayman Islands, Belize and Bimini are affected by
demand but not significantly. We normally sell more water during the first and second quarters when greater numbers of
tourists are present. Demand can be affected by both the weather and the tourist season. We sell
less water during the third and fourth quarters, which normally experience higher rainfall amounts
than other times of the year. We do not believe that our operations in Nassau and Tortola will be
subject to
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significant seasonal variations in demand. Our operation in Barbados has been subject to
significant demand variations since Sandy Lane finished the grow-in of the grass on their three
golf courses in early 2003.
Competition
We do not compete with utilities within our licensed area in the Cayman Islands. Although we
have been granted an exclusive license for our present service area, our ability to expand our
service area is limited at the discretion of the government. At the present time, we are the only
non-municipal public water utility on Grand Cayman. The Cayman Islands government, through Water
Authority-Cayman, supplies water to parts of Grand Cayman which are not within our licensed area.
On Ambergris Caye in Belize, our water supply contract with Belize Water Services Limited is
exclusive, and Belize Water Services Limited can no longer seek contracts with other water
suppliers, or produce water themselves, to meet their future needs in San Pedro, Ambergris Caye,
Belize.
On South Bimini Island in the Bahamas, we supply water to a private developer and do not have
competitors. AquaDesign, an Ionics Inc. company, operates a seawater desalination plant on North
Bimini Island. We competed with companies such as AquaDesign/Ionics, Enerserve/Vivendi, IDE,
Pridesa, Inima and Biwater for the new contract with the Bahamian government to build and operate a
seawater desalination plant at Blue Hills, New Providence, Bahamas.
In the British Virgin Islands, AquaDesign operates seawater desalination plants in West End
and Sea Cows Bay, Tortola, and on Virgin Gorda and generally bids against OCBVI for projects.
There are currently water shortages in certain areas of Tortola, particularly on the eastern end of
the island, and we believe that additional desalination plants will be required to alleviate these
shortages.
DesalCo (Barbados) Ltd. operates a seawater desalination plant which provides irrigation water
for several golf courses on the Sandy Lane Resort in St. James, Barbados. Ionics Inc. competed
with us for this operating agreement. We expect that Ionics and other companies of comparable size
and financial resources will compete with us for future agreements with the Sandy Lane Resort as
well as any other agreements which we may seek in Barbados.
To implement our growth strategy outside our existing operating areas, we will have to compete
with the same companies we competed with for the Blue Hills project in Nassau, Bahamas such as
AquaDesign/Ionics, Enerserve/Vivendi, IDE, Pridesa, Inima and Biwater. These companies currently
operate in areas in which we would like to expand our operations. These companies already maintain
worldwide operations and have greater financial, managerial and other resources than our company.
We believe that our low overhead costs, knowledge of local markets and conditions, exclusive rights
in the Caribbean to the DWEER™ energy recovery system and our efficient manner of operating
desalinated water production and distribution equipment will provide us competitive advantage on
projects in the Caribbean basin and surrounding areas.
Environmental Matters
With respect to our Cayman Islands operations, although not required by local government
regulations, we operate our water plants in accordance with guidelines of the Cayman Islands
Department of Environment. We are licensed by the government to discharge concentrated seawater,
which is a byproduct of our desalination process, into deep disposal wells.
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Our Cayman Islands license requires that our potable water quality meet the World Health
Organization’s Guidelines for Drinking Water Quality and contain less than 200 mg/l of total
dissolved solids. We completed upgrades to our Governor’s Harbour, West Bay and Britannia plants
before October 1, 2003, and we meet all of the water quality requirements in our Cayman license. In
addition, noise levels at our plants cannot exceed the standards established by the U.S.
Occupational Safety and Health Act.
With respect to our Belize, Bahamas and British Virgin Islands operations, we are required by
our water supply contracts to take all reasonable measures to prevent pollution of the environment.
We are licensed by the Belize and Bahamian governments to discharge concentrated seawater, which is
a byproduct of our desalination process, into deep disposal wells, and by British Virgin Islands
government to discharge concentrated seawater into the sea. We operate our plants in a manner so as
to minimize the emission of hydrogen sulfide gas into the environment. We are not aware of any
existing or pending environmental legislation, which may affect our operations in Belize, the
Bahamas and the British Virgin Islands. To date we have not received any complaints from any
regulatory authorities regarding hydrogen sulfide gas emission, nor any other matter relating to
operations.
To the best of our knowledge, there is no existing or pending environmental legislation which
may affect our operations in Barbados.
Employees
We employ 62 persons in the Cayman Islands and ten in the United States. The eight executive
management personnel have an average of 15 years experience with the Company or in a directly
related position while 11 employees function in administrative and clerical positions. The
remaining employees are engaged in engineering, purchasing, plant maintenance and operations, pipe
laying and repair, leak detection, new customer connections, meter reading and laboratory analysis
of water quality.
We employ six persons in Belize to manage and operate our plant. Waterfields Company Limited
presently employs 22 persons in The Bahamas. We employ four persons in Barbados to operate the
water plant for Sandy Lane Properties and we manage the eight employees of Ocean Conversion (BVI)
Ltd. in the British Virgin Islands. None of our employees is a party to a collective bargaining
agreement. We consider our relationship with our employees to be good.
The total of 112 employees have, on average, worked with us for seven years, with two
employees having worked with us over 20 years.
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ITEM 1A. RISK FACTORS
We have described below some risks which may materially and adversely affect our business,
financial condition or results of operations.
Our exclusive license for our service area in the Cayman Islands may not be renewed in the future
and requires that we obtain prior approval for any rate increase for reasons other than inflation.
In the Cayman Islands, we presently operate as a public water utility under an exclusive
license originally issued to us in December 1979 by the government of the Cayman Islands. Our
existing license expires on July 11, 2010. If we are not in default of any terms of the license, we
have a right of first refusal to renew the license on terms that are no less favorable than those
that the government offers to a third party. Nevertheless, we cannot assure you that the government
will renew our license or that we will be able to negotiate a new license on satisfactory terms. We
would retain ownership of our production infrastructure and substantially our entire distribution
infrastructure if our license were not renewed.
Under our existing license, we must obtain prior approval from the Cayman Islands government
to increase our rates for any reason other than inflation. Our ability to raise our rates is
limited by this requirement, including potential delays and costs involved in obtaining government
approval for a rate increase. Failure to obtain adequate rate increases could have an adverse
effect on our results of operations.
We rely on water supply and/or service agreements with our customers in the Cayman Islands, Belize,
The Bahamas and Barbados which, upon their expiration, may not be renewed or may be renegotiated on
less favorable terms to us.
We presently operate as bulk water suppliers under water sales agreements in the Cayman
Islands with our customer the Water Authority-Cayman, in Belize with our customer, Belize Water
Services Limited, and in The Bahamas with our customers, the Water & Sewerage Corporation and South
Bimini International Ltd. We presently operate a plant in Barbados under a service agreement for
our customer Sandy Lane Properties Ltd. Upon expiration, these agreements may not be renewed or may
be renewed on less favorable terms.
The British Virgin Islands Water and Sewerage Department has taken the position that our water
supply agreement is operating on a month-to-month basis.
We have accepted the position of The British Virgin Islands Water and Sewerage Department that
Ocean Conversion (BVI) Ltd.’s existing water supply arrangement is in force on a month-to-month
basis until negotiations for a definitive agreement are finalized. In May 1999, The British Virgin
Islands government did not make a required buyout payment of $1.42 million for the Baughers Bay
plant and has taken the position that the water supply agreement continues on a month-to-month
basis. Thus, it is possible, but we believe it unlikely, that the government could cease purchasing
water at any time. While Ocean Conversion (BVI) Ltd. has made attempts in the past to negotiate a
new water supply agreement, there is no guarantee such agreement will be obtained, or if obtained,
would be on terms favorable to Ocean Conversion (BVI) Ltd. Cessation of the government water
purchases, or failure to negotiate a new agreement on terms favorable to us, could have an adverse
effect on our results of operations. For the year ended December 31, 2005, gross revenue of our
affiliate Ocean Conversion (BVI) Ltd. was $7,715,827. Our equity investment in Ocean Conversion
(BVI) Ltd., as at December 31, 2005, was $11,305,281. In the event that the government ceased
purchasing water from the Baughers Bay plant, or we negotiated a
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new contract with the government on less favorable terms than the existing supply arrangement,
we would be required to evaluate this investment for impairment. In the event that we determined
that this investment was impaired, we could incur significant expense to write off part or all of
this investment, which would reduce our earnings during the period in which the investment was
determined to be impaired.
Our business is affected by tourism, weather, the economies of the locations where we provide
service and the U.S. and European economies.
Tourist arrivals and weather within our operating areas affect the demand for our water to a
greater extent in the Cayman Islands and in Belize than in The Bahamas, The British Virgin Islands
and Barbados. In the Cayman Islands and Belize, the highest demand is normally in the first two
quarters of each calendar year. The lowest demand for water occurs in the third quarter of each
calendar year. A significant percentage of tourists visiting the Cayman Islands and Belize come
from the U.S. or certain European countries. In addition, development activity in our service areas
in the Cayman Islands is significantly impacted by the U.S. economy. Accordingly, a significant
downturn in tourist arrivals to the Cayman Islands or in the U.S. or European economies for any
reason would be detrimental to our revenues and operating results. Additional terrorist activities
in the United States, Europe or in areas served by us or extended hostilities in the Middle East
would likely have a material adverse effect on our business and results of operations.
We may have difficulty accomplishing our growth strategy within and outside of our current
operating areas.
Even though we have an exclusive license for our present operating area in the Cayman Islands
and supply agreements in the Cayman Islands, The Bahamas, The British Virgin Islands, Barbados and
Belize, our ability to expand our operating areas is often subject to the approval of the
respective governments in each location.
Further, part of our long-term growth strategy is to expand our water supply and distribution
operations to other locations. Our expansion into new locations depends on our ability to obtain
necessary permits, licenses and approvals to operate in new territories. We may not obtain these
necessary permits, licenses and approvals in a timely and cost efficient manner, or at all.
Our expansion to territories outside of our current operating areas includes significant
risks, including, but not limited to, the following:
| • | regulatory risks, including government relations difficulties, local regulations and currency controls; |
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| • | risks related to operating in foreign countries, including political instability, reliance on local economies, environmental or geographical problems, shortages of materials, immigration restrictions and limited skilled labor; | ||
| • | risks related to development of new operations, including assessing the demand for water, engineering difficulties and inability to begin operations as scheduled; and | ||
| • | risks relating to greater competition in these new territories, including the ability of our competitors to gain or retain market share by reducing prices. |
Even if our expansion plans are successful, we may have difficulty managing our growth. We
cannot assure you that any new operations outside of our current operating areas will attain or
maintain profitability or that the results from these new operations will not negatively affect our
overall profitability.
The Windsor Contract may not be renewed in the future.
The Windsor Contract expires on or near to March 2013 or after Waterfields has supplied 13.1
billion U.S. gallons to WSC. The Company cannot assure that WSC will renew the contract or that it
will be able to negotiate a new contract on satisfactory terms. The Company would retain ownership
of the production infrastructure if the Windsor Contract were not renewed. From time to time and
since October 2004, the Company has been unable to deliver the required water volumes to WSC from
the Windsor Plant because of mechanical equipment problems and fouling of the reverse osmosis
membrane elements. As a result of this fouling, the Company has been subject to water rate
adjustments that have reduced sales, and may or may not be technically in default of the Windsor
Contract. The Company has implemented an extensive program to test and understand the cause of the
membrane fouling which has increased and abated several times since the Windsor Plant was
commissioned in December 1996. The Company has also undertaken to expand the capacity of the
Windsor Plant in order to replace the production capacity that has been lost because of membrane
fouling. WSC has not notified the Company that it is in breach of the terms of the Windsor
Contract.
The Blue Hills Plant is larger than any other single desalination plant that we have built
previously and revenue from this plant is substantially derived from fixed unit prices.
Because of the size of the Blue Hills project, there were inherent uncertainties in the cost
estimates to construct this facility and construction and/or operating cost overruns could
materially affect the return on our investment. Additionally, the terms of the contract required us
to guarantee the price of desalinated water on a per unit basis, subject to certain annual
inflation adjustments, and assume the risk that the costs associated with producing this water may
be greater than anticipated. The profitability of this project is therefore dependent on our
ability to estimate accurately the costs of constructing as well as operating the plant. These
costs were and can in the future be affected by a variety of factors, such as changes in the costs
of materials and services or the delivery of such services since we submitted our bid in March
2004, lower than anticipated production efficiencies and hydro-geological conditions at the plant
site differing materially from what was evaluated at the time we bid on the contract. If we did not
estimate accurately the costs of this project or its operating costs, it may have a lower margin
than expected, which could adversely affect our results of operations or financial condition.
On March 10, 2005, Biwater International Limited, a corporation which was unsuccessful in its
bid for the construction of the Blue Hills Plant, and Biwater Bahamas Limited (“BBL”) filed an
application with the Supreme Court of The Commonwealth of The Bahamas for judicial review of WSC’s
award for the construction of the Blue Hills Plant to the Company. The unsuccessful bidder and BBL
are
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seeking an order from the court rescinding the award to the Company of the Blue Hills Plant
construction project and an order awarding the project to the unsuccessful bidder. In the
alternative, the unsuccessful bidder and BBL are seeking an order from the court awarding
compensatory and exemplary damages to them. The Company is not a party to this action.
The Company is currently performing its obligations under the Blue Hills contract and expects
to complete the project in August, 2006. WSC has entered into an agreement to indemnify the Company
against all expenses and losses incurred by the Company, including loss of profits, which the
Company may incur if the court were to award the Blue Hills Project construction project to Biwater
International Limited
We do not own a majority interest in Ocean Conversion (BVI) Ltd.
We own 50% of the voting shares of Ocean Conversion (BVI) Ltd., which allows us to appoint
three of the six directors of that company. Sage Water Holdings (BVI) Limited, which owns the
remaining 50% of the voting shares, is entitled to appoint the remaining three directors. If there
is a tied vote of the directors on any matter, the president of the Caribbean Water and Wastewater
Association is entitled to appoint a temporary director to break the tie. As a result, we share the
management of Ocean Conversion (BVI) Ltd. with Sage Water Holdings (BVI) Limited. Although we also
provide management and engineering services to Ocean Conversion (BVI) Ltd., we do not fully control
the operations, as our total ownership interest is 43.5%.
Our operations could be harmed by hurricanes.
Another significant hurricane such as Ivan, which affected our Cayman Islands operations in
September 2004, could cause major damage to our equipment and properties and the properties of our
customers, including the large tourist properties in our areas of operation. This would result in
decreased revenues and profits from water sales until our damaged equipment and properties are
repaired and our customers and the tourism industry returned to the status quo before the
hurricane. We insure all of our assets except for our feed wells and, in the Cayman Islands our
underground water distribution system.
Also, another significant hurricane such as Katrina, which affected an area in geographic
proximity to several of our operations and significant suppliers, could disrupt our supply chain
and/or the related delivery of components necessary to our operations, resulting in an adverse
impact on our results of operations and financial condition.
Contamination to our processed water may cause disruption in our services and adversely affect our
revenues.
Naturally occurring or man-made compounds and events may contaminate our processed water. In
the event that a portion of our processed water is contaminated, we may have to interrupt the
supply of water until we are able to install treatment equipment or substitute the flow of water
from an uncontaminated water production source. In addition, we may incur significant costs in
order to treat a contaminated source of plant feed water through expansion of our current treatment
facilities, or development of new treatment methods. Our inability to substitute processed water
from an uncontaminated water source, or to adequately treat the contaminated plant feed water in a
cost-effective manner may have an adverse effect on our revenues.
In addition, in the wake of the September 11, 2001 terrorist attacks in New York, Washington,
D.C. and Pennsylvania, we have taken steps to heighten employee awareness of threats to our water
supply. While we are not aware of any specific threats to our facilities, operations or supplies,
we have
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and will continue to take security precautions to protect our facilities, operations and
supplies. It is possible, however, that we would not be in a position to control the outcome or the
costs of such events should they occur, which could have an adverse effect on the results of our
operations.
Potential government actions and regulations could negatively affect us.
Any government that regulates our operations may issue legislation or adopt new regulations,
including but not limited to:
| • | restricting foreign ownership of our Company; | ||
| • | providing for the expropriation of our assets by the government; | ||
| • | providing for nationalization of public utilities by the government; | ||
| • | providing for different water quality standards; | ||
| • | unilateral changes to or renegotiations of our exclusive licenses; or | ||
| • | causing currency exchange fluctuations or devaluation’s or changes in tax laws. |
We rely on the efforts of several key employees.
Our success depends upon the abilities of our executive officers. In particular, the loss of
the services of Jeffrey Parker, our Chairman of the Board, or Fredrick W. McTaggart, our President
and Chief Executive Officer could be detrimental to our operations and our continued success.
Although Messrs. Parker and McTaggart have entered into three-year employment agreements, which may
be extended every year for an additional one-year term, we cannot guarantee that Mr. Parker or Mr.
McTaggart will continue to work for us during the term of their agreements. In addition to Messrs.
Parker and McTaggart, our Senior Vice President and our Vice Presidents have entered into
non-compete agreements.
We are exposed to credit risk.
We are not exposed to significant credit risk on retail customer accounts in the Cayman
Islands and Bimini, Bahamas, as our policy is to cease supply of water to customers whose accounts
are more than 45 days overdue. Our exposure to credit risk is from our bulk water sales customers
in Belize, The Bahamas, The British Virgin Islands, Barbados and the Cayman Islands and our
outstanding affiliate loan balance with OCBVI. In addition, the balance of our loan receivable is
with one bulk water customer, Water Authority-Cayman.
We are exposed to interest rate risk in several countries.
As of December 31, 2005, we had loans outstanding totaling $12,850,542, all of which bear
interest at various lending rates such as LIBOR, Cayman Island’s Prime Rate or The Bahamas Prime
Lending Rate. We are subject to interest rate risk to the extent that any of these rates change.
Provisions in our Articles of Association and an Option Deed adopted by our Board of Directors may
discourage a change in control of our Company.
Our Articles of Association include provisions which may discourage or prevent a change in
control of our Company. For instance, our Board of Directors consists of three groups. Each group
serves a staggered term of three years before the Directors in the group are up for re-election.
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We have also adopted an Option Deed, which is similar to a poison pill. The Option Deed will
discourage a change in control of our Company by causing substantial dilution to a person or group
who attempts to acquire our Company on terms not approved by the Board of Directors. The Option
Deed will expire on July 31, 2007.
As a result of these provisions, which discourage or prevent an unfriendly or unapproved
change in control of our Company, our shareholders may not have an opportunity to sell their common
stock at a higher market price, which, at least temporarily, typically accompanies attempts to
acquire control of a company through a tender offer, open market purchase or otherwise.
There may be a risk of variation in currency exchange rates.
Although we report our results in United States dollars, the majority of our revenue is earned
in other currencies. All of the currencies in our operating areas have been fixed to the United
States dollar for over 20 years and we do not employ a hedging strategy against exchange rate risk
associated with our reporting in United States dollars. If any of these fixed exchange rates
becomes a floating exchange rate our results of operations could be adversely affected.
Service of process and enforcement of legal proceedings commenced against us in the United States
may be difficult to obtain.
Service of process on our Company and our directors and officers, twelve out of sixteen of
whom reside outside the United States, may be difficult to obtain within the United States. Also,
since substantially all of our assets are currently located outside the United States, any judgment
obtained in the United States against us may not be collectible.
There is no reciprocal statutory enforcement of foreign judgments between the United States
and the Cayman Islands, so foreign judgments originating from the United States are not directly
enforceable in the Cayman Islands. A prevailing party in a United States proceeding against us or
our officers or directors would have to initiate a new proceeding in the Cayman Islands using the
United States judgment as evidence of the party’s claim. A prevailing party could rely on the
summary judgment procedures available in the Cayman Islands, subject to available defenses in the
Cayman Islands courts, including, but not limited to, the lack of competent jurisdiction in the
United States courts, lack of due service of process in the United States proceeding and the
possibility that enforcement or recognition of the United States judgment would be contrary to the
public policy of the Cayman Islands.
Depending on the nature of damages awarded, civil liabilities under the Securities Act of 1933
or the Securities Exchange Act of 1934 for original actions instituted outside the Cayman Islands
may or may not be enforceable. For example, a United States judgment awarding remedies unobtainable
in any legal action in the courts of the Cayman Islands (for example, treble damages, which would
probably be regarded as penalties), would not likely be enforceable under any circumstances.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 2. PROPERTIES
Cayman Island Properties
Governor’s Harbour Plant
We own our Governor’s Harbour plant and the 8,745 square feet of buildings, which contain the
water treatment facility, and operate and maintain the plant through our wholly-owned subsidiary
Ocean Conversion (Cayman) Limited. The plant is located on 3.2 acres, including 485 feet of
waterfront. The current water production capacity of our Governor’s Harbour plant is 1.2 million
U.S. gallons per day. On this site we also have three 1.0 million U.S. gallon potable water storage
tanks, which were constructed in 2003 to replace our previous 2.0 million U.S. gallon fabric-lined
storage tanks. The property surrounding the facility has yet to be fully developed, although these
areas are being developed for residential and tourist accommodations.
West Bay Plant
We own, operate and maintain our West Bay plant in Grand Cayman, which is located on 6.1 acres
in West Bay. The plant began operating on June 1, 1995 and was expanded in February 1998 and again
in February 2000. On this site, we have a 2,600 square foot building which houses our water
production facilities, a 2,400 square foot building which houses the potable water distribution
pumps, a water quality testing laboratory, office space and water storage capacity consisting of
three 1.0 million U.S. gallon potable water tanks. The current capacity of our West Bay plant is
710,000 U.S. gallons per day.
Britannia Plant
On February 1, 2002, we purchased the Britannia seawater desalination plant in Grand Cayman,
which consists of four seawater reverse osmosis production units with a combined nominal production
capacity of 440,000 U.S. gallons of water per day, an 840,000 U.S. gallon bolted steel water tank,
potable water high service pumps, and various ancillary equipment to support the operation. We have
entered into a lease of the 0.73 acre site and steel frame building, which houses the plant, from
Cayman Hotel and Golf Inc., for a term of 25 years at an annual rent of $1.00. In September, 2004
the seawater reverse osmosis production units and potable water high service pumps were destroyed
by Hurricane Ivan. The depreciated value of this equipment was written off in 2004 and the full
cost of replacement was funded from the proceeds of an insurance settlement. The production
capacity of the plant has been expanded to 750,000 U.S. gallons per day and was re-commissioned in
October, 2005.
Distribution System
We own our Seven Mile Beach and West Bay potable water distribution systems in Grand Cayman.
The combined systems consist of polyvinyl chloride and polyethylene water pipes, valves, curb
stops, meter boxes, and water meters installed in accordance to accepted engineering standards in
the United States of America.
Leased Properties
In addition to the properties where our water plants are located, we lease approximately 5,451
square feet of office space at the Regatta Business Park, West Bay Road, Grand Cayman, Cayman
Islands. The term of the lease is three years from April 1, 2005 and upon expiration may be renewed
at our option for a further three-year period.
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Ocean Conversion (Cayman) Limited Properties
Following completion of our acquisition of all of the outstanding stock of each of DesalCo
Limited and Ocean Conversion (Cayman) Limited, we assumed operational control over four water
production plants in the Cayman Islands, one of which we already owned, but had contracted with
Ocean Conversion (Cayman) Limited to operate until December 2004.
Red Gate Road Plant
Under the terms of the water production and supply license between Ocean Conversion (Cayman)
Limited and the government of the Cayman Islands, Ocean Conversion (Cayman) Limited is allowed to
use the property on which the plant is located to produce approximately 1.3 million U.S. gallons of
desalinated water per day for sale to the Water Authority-Cayman. Ocean Conversion (Cayman)
Limited owns all of the buildings, equipment feed water wells and brine disposal wells with the
exception of the piping from the wells to the plant (including feed water and brine disposal) and
the main electrical service disconnect, both of which are owned by Water Authority-Cayman. The
property on which the plant is located is also owned by Water Authority-Cayman. The plant was
originally powered only by electricity, but was upgraded in 1994 to include diesel driven
high-pressure pumps. Upon expiration of the water production and supply license on November 30,
2008, Water Authority-Cayman will take possession of the plant for no consideration. This license
was extended in November 2001 for a period of seven years and no further extension options are
included in the present license.
Lower Valley Plant
Ocean Conversion (Cayman) Limited provided the plant and equipment to Water Authority-Cayman
under a seven-year vendor-financed sale and operating agreement. Ocean Conversion (Cayman) Limited
operates the electrically-powered 850,000 U.S. gallons per day rated plant and supplied
approximately 792,000 U.S. gallons of desalinated water per day to Water Authority-Cayman.
In 2005 Water Authority-Cayman accepted our proposal to increase the capacity of the Lower
Valley plant to 1.06 million U.S. gallons per day in exchange for a seven-year extension of the
license.
Ocean Conversion (Cayman) Limited leases the property on which the plant is located from Water
Authority-Cayman for a minimal annual rent for the duration for the sale and operating agreement,
which originally was set to expire on March 9, 2006, but was extended with the seven-year extension
of the license. Responsibility for operation of the plant passes to Water Authority-Cayman upon
expiration of the lease-purchase and operating agreement.
North Sound Plant
Construction of this plant was completed in November 2002. Ocean Conversion (Cayman) Limited
provided the plant and equipment to Water Authority-Cayman under a seven-year vendor-financed sale
and operating agreement. Ocean Conversion (Cayman) Limited operates the electrically powered plant
and supplies approximately 792,000 U.S. gallons of desalinated water per day to Water
Authority-Cayman. Ocean Conversion (Cayman) Limited leases the property on which the plant is
located from Water Authority-Cayman for a minimal annual rent, for the duration of the sale and
operating agreement. Responsibility for operation of the plant passes to Water Authority-Cayman
upon expiration of the sale and operating agreement on November 28, 2009.
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Belize Properties
We own our San Pedro water production facility in Ambergris Caye, Belize. The plant consists
of a one story concrete block building, which contains a seawater RO water production plant with a
production capacity of 420,000 US gallons per day. We lease from the Government of Belize at an
annual rent of BZ$1.00, land on which our plant is located. The lease commenced on April 27, 1993
and expires in 2026.
Bahamas Properties
We own the water production facility in South Bimini. The plant consists of two 40 foot long
standard refrigerated shipping containers, which contains a seawater reverse osmosis production
plant with a rated capacity of 115,000 U.S. gallons per day, a 250,000 US gallon bolted steel
potable water tank, a high service pump skid and an office trailer. The facility is located on a
parcel of land owned by South Bimini International Ltd., and we are allowed, under the terms of our
agreement, to utilize the land for the term of the agreement without charge.
We own the water production facility in Nassau, New Providence, with a production capacity is
2.6 million U.S. gallons per day. The plant is powered by a combination of diesel engine-driven
high-pressure pumps, and electrical power purchased from the Bahamas Electricity Corporation to
power all other loads in the plant. The plant is contained within a 13,000-sq. ft. concrete and
steel building that also contains a warehouse, workshop and offices. It is located on land owned by
the Water and Sewerage Corporation of The Bahamas and our fifteen-year water sales agreement gives
us a license to use the land throughout the term of that agreement.
U.S. Property
On July 25, 2005, the Company guaranteed the financial obligations of a five year lease for
about 7,200 square feet for Aquilex, Inc., a wholly owned subsidiary of the Company incorporated in
the United States for the purpose of providing financial, engineering and supply chain management
support services to operating segments of the Company.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any ongoing or pending legal proceeding which, in the opinion
of management, is likely to have a material adverse effect on the financial conditions, results of
operations or liquidity of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of the fiscal year covered by this Annual
Report to a vote of security holders, through the solicitation of proxies or otherwise.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our Class A common stock is listed on the Nasdaq National Market and trades under the symbol
“CWCO”.. Listed below, for each quarter of the last two fiscal years, are the high and low closing
bid prices for the common stock on the Nasdaq National Market.
| High | Low | |||||||
First Quarter 2005 |
$ | 17.00 | $ | 14.20 | ||||
Second Quarter 2005 |
19.87 | 16.40 | ||||||
Third Quarter 2005 |
22.24 | 18.15 | ||||||
Fourth Quarter 2005 |
20.70 | 15.30 | ||||||
First Quarter 2004 |
$ | 10.46 | $ | 8.75 | ||||
Second Quarter 2004 |
14.88 | 9.48 | ||||||
Third Quarter 2004 |
13.23 | 10.14 | ||||||
Fourth Quarter 2004 |
15.49 | 10.76 | ||||||
On August 17, 2005 our shareholders approved a 2-for-1 stock split of our common stock payable
to the shareholders of record on August 24, 2005. On August 25, 2005, the Company’s common stock
began trading on the post-split basis. The stock split reduced the par value of our common stock to
US$0.60 (approx. CI$0.50) from US$1.20 (approx. CI$1.00).
All share and dividend amounts presented here have been retroactively adjusted to reflect the
stock split.
There is no trading market for our redeemable preferred shares, which are only issued to, or
purchased by, long-term employees of our company and must be held by these employees for a period
of four years before they vest.
On October 1, 2005, we issued 8,970 shares of common stock to our directors under the
Non-Executive Directors’ Share Plan.
On September 27, 2005, the Company entered into a Second Deed of Amendment (the “Amendment”)
to its Option Deed dated as of August 6, 1997 and as amended on August 8, 2005 between the Company
and American Stock Transfer & Trust Company (the “Option Deed”).
The Option Deed granted to each holder of a common and preferred share an option to purchase
one one-hundredth of a class B common share at an exercise price of $100.00, subject to adjustment.
If an attempt to take over control of the Company occurs, each shareholder of the Company would be
able to exercise the option and receive common shares with a value equal to twice the exercise
price of the option. Under circumstances described in the Option Deed, as amended, instead of
receiving common
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shares, the Company may issue to each shareholder cash or other equity or debt securities of the
Company, or the equity securities of the acquiring company, as the case may be, with a value equal
to twice the exercise price of the option.
Pursuant to the Amendment to the Option Deed, each holder of a common and redeemable preferred
share has the option to purchase one one-hundredth of a class B common share at an exercise price
of $50.00, subject to adjustment. The Amendment does not modify the Option Deed in any other
material respect.
The options are attached to each common share and redeemable preferred share, and presently
have no monetary value. The options will not trade separately from the Company’s shares unless and
until they become exercisable. The options, which expire on July 31, 2007, may be redeemed, at the
option of the Company’s board of directors, at a price of CI$.01 per option at any time until ten
business days following the date that a group or person acquires ownership of 20% or more of the
Company’s outstanding common shares.
Our 2,023,850 Bahamian Depository Receipts (“BDRs”) are listed and traded only on the Bahamian
International Stock Exchange (“BISX”). There are currently 404,770 shares of our common stock
underlying the BDRs held in a custodial account in The Bahamas. The BDRs are subject to dividend
payments in proportion to their relative value our common shares when and if declared.
Holders
On February 28, 2006, we had 802 holders of record of our common stock.
Dividends
We have consistently paid dividends to owners of our common and redeemable preferred shares
since we began declaring dividends in 1985. Our Board of Directors has established a policy, but
not a binding obligation, that we will seek to maintain a dividend payout ratio in the range of 50%
to 60% of net income. This policy is subject to modification by our Board of Directors. Our
payment of any future cash dividends, however, will depend upon our earnings, financial condition,
capital demand and other factors, including conditions of our loan agreement with Scotiabank
(Cayman Islands) Ltd. that dividends be paid only from current cash flows.
The board of directors declares and approves all interim dividends. It is a requirement of
our Articles of Association for the board of directors to seek shareholder approval of the final
dividend, if any, at the annual meeting of our shareholders.
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Listed below, for each quarter of the last two fiscal years, is the amount of interim
dividends declared on our issued and outstanding shares of common stock and redeemable preferred
shares. No final dividend was declared during the last two fiscal years.
First Quarter 2005 |
$0.0575 Per Share | |
Second Quarter 2005 |
0.0600 Per Share | |
Third Quarter 2005 |
0.0600 Per Share | |
Fourth Quarter 2005 |
0.0600 Per Share | |
First Quarter 2004 |
$0.0575 Per Share | |
Second Quarter 2004 |
0.0575 Per Share | |
Third Quarter 2004 |
0.0575 Per Share | |
Fourth Quarter 2004 |
0.0575 Per Share |
Exchange Controls and Other Limitations Affecting Security Holders
Our Company is not subject to any governmental laws, decrees or regulations in the Cayman
Islands which restrict the export or import of capital, or that affect the remittance of dividends,
interest or other payments to non-resident holders of our securities. The Cayman Islands does not
impose any limitations on the right of non-resident owners to hold or vote our common stock other
than stated below. There are no exchange control restrictions in the Cayman Islands.
Taxation
The Cayman Islands presently impose no taxes on profit, income, distribution, capital gains,
or appreciations of our Company and no taxes are currently imposed in the Cayman Islands on profit,
income, capital gains, or appreciations of the holders of our securities or in the nature of estate
duty, inheritance, or capital transfer tax. There is no income tax treaty between the United States
and the Cayman Islands.
As discussed in Part I, Item 1, we were subject in the Cayman Islands to a stamp tax when our
shares are transferred. Prior to our common shares becoming quoted in the United States, we paid
this tax on private share transfers. We have never paid the tax on transfers of our publicly traded
shares. Since 1994, we requested that the Cayman Islands government exempt us from the share
transfer tax. On April 10, 2003, we received notice that the Cayman Islands government had granted
an exemption from taxation for all transfers of our shares. We believe it is unlikely that
government will seek to collect this tax on transfers of our publicly traded shares during the
period 1994 through April 10, 2003.
The information required by Item 201(d) of Regulation S-K is provided under Item 12 of this
Annual Report.
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ITEM 6. SELECTED FINANCIAL DATA
The Company’s consolidated financial statements are prepared in accordance with the accounting
principles generally accepted in the United States (“US-GAAP”). As a result, all financial
information presented herein has been prepared in accordance with US-GAAP.
The consolidated financial statements include the accounts of the Company’s wholly-owned
subsidiaries Cayman Water Company Limited, Belize Water Limited, Ocean Conversion (Cayman) Limited,
DesalCo Limited, DesalCo (Barbados) Ltd., Aquilex, Inc. and its majority owned subsidiary
Waterfields Company Limited. The operating results of Ocean Conversion (Cayman) Limited, DesalCo
Limited and DesalCo (Barbados) Ltd. have been included in the consolidated financial statements
effective February 1, 2003. The operating results of Waterfields Company Limited have been included
in the consolidated financial statements effective August 1, 2003. The results of operations of our
investment in Ocean Conversion (BVI) Ltd. is accounted for using the equity method of accounting.
All inter-company balances and transactions have been eliminated.
Set forth below is selected financial data based upon our consolidated financial statements.
The table contains information, expressed in US dollars, derived from our audited consolidated
financial statements for the five-year period ended December 31, 2005. This selected financial
data should be read in conjunction with the more detailed financial statements and related notes
thereto contained elsewhere in this Annual Report. The audited consolidated financial statements
for the years ended December 31, 2002 and 2001 and accountant’s reports thereon are not included in
this Annual Report.
| Year Ended December 31, | ||||||||||||||||||||
| 2005 | 2004 | 2003 | 2002 | 2001 | ||||||||||||||||
Statement of Income Data: |
||||||||||||||||||||
Revenue |
$ | 26,187,205 | $ | 23,281,413 | $ | 19,054,205 | $ | 12,154,689 | $ | 11,248,105 | ||||||||||
Net Income |
5,514,258 | 6,197,383 | 4,177,081 | 2,576,310 | 2,764,573 | |||||||||||||||
Balance Sheet Data: |
||||||||||||||||||||
Total Assets |
88,365,191 | 70,825,049 | 68,562,126 | 25,507,637 | 22,721,178 | |||||||||||||||
Long Term Debt Obligations |
19,378,212 | 12,856,226 | 16,633,437 | 2,074,609 | 1,213,804 | |||||||||||||||
Redeemable Preferred Stock |
19,382 | 16,705 | 16,302 | 23,688 | 30,234 | |||||||||||||||
Dividends Declared Per Share |
0.24 | 0.23 | 0.21 | 0.21 | 0.20 | |||||||||||||||
Basic Earnings Per Share |
$ | 0.47 | $ | 0.54 | $ | 0.43 | $ | 0.33 | $ | 0.36 | ||||||||||
Weighted Average Number of
Shares |
11,767,573 | 11,474,264 | 9,834,366 | 7,939,722 | 7,795,938 | |||||||||||||||
Diluted Earnings Per Share |
$ | 0.45 | $ | 0.53 | $ | 0.42 | $ | 0.32 | $ | 0.35 | ||||||||||
Weighted Average Number of
Shares |
12,161,407 | 11,759,010 | 10,075,060 | 8,175,064 | 7,999,382 | |||||||||||||||
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Our objective is to provide water services in areas where the supply of potable water is
scarce and where the use of reverse osmosis (“RO”) technology to produce potable water is
economically feasible.
We intend to increase revenues by developing new business opportunities both within our
current service areas and in new areas. We expect to maintain operating efficiencies by continuing
to focus on our successful business model and by properly executing our equipment maintenance and
water loss mitigation programs. We also believe that many Caribbean basin and adjacent countries,
being water scarce, present opportunities for operation of our plants in favorable regulatory
environments.
Our operations and activities are conducted at eleven plants in five countries: the Cayman
Islands, Belize, Barbados, The British Virgin Islands and The Bahamas and in three business
segments: Retail, Bulk and Services.
Comparative Operations
| 2005 | 2004 | |||||||||||||||||
| Location | Plants | Capacity* | Location | Plants | Capacity* | |||||||||||||
Cayman Islands |
6 | 5.5 | Cayman Islands | 6 | 5.3 | |||||||||||||
Bahamas |
2 | 4.2 | Bahamas | 2 | 2.7 | |||||||||||||
Belize |
1 | 0.4 | Belize | 1 | 0.4 | |||||||||||||
Barbados |
1 | 1.3 | Barbados | 1 | 1.3 | |||||||||||||
British
Virgin Islands |
1 | 1.7 | British Virgin Islands | 1 | 1.2 | |||||||||||||
Total |
11 | 13.1 | Total | 11 | 10.9 | |||||||||||||
*Million U.S. gallons per day.
Prior to our acquisitions in 2003, we operated 5 plants with a capacity of 2.9 million U.S. gallons
per day.
Cayman Islands
We have been operating our business on Grand Cayman Island since 1973 and have been using RO
technology to convert seawater to potable water since 1989. There is a limited natural supply of
fresh water on the Cayman Islands. We currently have an exclusive license from the Cayman Islands
government to process potable water from seawater and then sell and distribute that water by
pipeline to Seven Mile Beach and West Bay, Grand Cayman. Our operations consist of six reverse
osmosis seawater conversion plants which provide water to approximately 3,800 Retail residential
and commercial customers within a government licensed area and Bulk water sales to the Water
Authority-Cayman. Our pipeline system in the Cayman Islands covers the Seven Mile Beach and West
Bay areas of Grand Cayman and consists of approximately 68 miles of polyvinyl chloride pipe.
During 2005, we supplied approximately 594 million U.S. gallons (2004: 582 million U.S. gallons) of
water to our Retail water customers and 878 million U.S. gallons (2004: 805 million U.S. gallons)
to our Bulk customers in Grand Cayman.
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Belize
Our Belize operation, which was acquired on July 21, 2000, consists of one reverse osmosis
seawater conversion plant on Ambergris Caye, Belize, Central America capable of producing 420,000
U.S. gallons per day. We sell water to one customer, Belize Water Services Limited, which then
distributes the water through its own distribution system to residential, commercial and tourist
properties on Ambergris Caye. During 2005, we supplied approximately 116 million U.S. gallons
(2004: 110 million U.S. gallons) of water to our Bulk water customer in Belize.
Bahamas
Our Bimini plant is capable of producing 115,000 U.S. gallons per day and provides potable
water to Bimini Sands Resort and to the Bimini Beach Hotel. During 2005, we supplied approximately
5 million U.S. gallons (2004: 5 million U.S. gallons) of water to our retail water customer in
Bimini, Bahamas.
As a result of our acquisition of Waterfields Company Limited in August 2003, we acquired an
additional reverse osmosis seawater conversion plant in The Bahamas. Waterfields produces potable
water from one reverse osmosis seawater conversion plant in New Providence and has a total
installed capacity of 2.6 million U.S. gallons per day. Waterfields Company Limited provides water
from one plant, the Windsor plant, on the island of New Providence on a take or pay basis to the
Water and Sewerage Corporation of the Bahamas under a long-term build, own and operate supply
agreement. In October 2005, we expanded the capacity of this plant by 1.5 million U.S. gallons per
day. During 2005, we supplied approximately 853 million U.S. gallons (2004: 831 million U.S.
gallons) of water to our Bulk water customer.
Barbados
The Barbados operation consists of a service agreement to operate one reverse osmosis seawater
conversion plant with a capacity of 1.3 million U.S. gallons per day, which is owned by Sandy Lane
Resort. This plant is operated by DesalCo (Barbados) Ltd., the wholly owned subsidiary of DesalCo
Limited. The plant provides water to the Sandy Lane Resort and during 2005 we produced
approximately 124 million U.S. gallons (2004: 140 million U.S. gallons).
British Virgin Islands
We are in the market in the British Virgin Islands with an equity position and shared
management control of Ocean Conversion (BVI) Ltd., which produces potable water from two reverse
osmosis seawater conversion plants in Tortola. The plants have a total installed capacity of 1.7
million U.S. gallons per day and provides water to the Department of Water and Sewerage of the
Ministry of Communications and Works of the Government of the British Virgin Islands. During 2005,
we supplied approximately 479 million U.S. gallons (2004: 471 million U.S. gallons) of water to our
bulk water customer.
Critical Accounting Policies
We have identified the accounting policies below as those policies critical to our business
operations and the understanding of results of operations. The preparation of consolidated
financial statements requires management to make estimates and judgments that affect the reported
amounts of
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assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates, including those related to trade
accounts receivable, goodwill and other intangible assets and property, plant and equipment. Our
Company bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that may not be readily apparent from
other sources. Actual results may differ from these estimates under different assumptions and
conditions. We believe the following critical accounting policies are most important to the
portrayal of our financial condition and results of operations and require management’s more
significant judgments and estimates in the preparation of our condensed consolidated financial
statements.
Goodwill and other intangible assets: Goodwill represents the excess costs over fair value of
the assets of an acquired business. Goodwill and intangible assets acquired in a business
combination accounted for as a purchase and determined to have an indefinite useful life are not
amortized, but are tested for impairment at least annually in accordance with the provisions of
SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 also requires that intangible
assets with estimatable useful lives be amortized over their respective estimated useful lives to
their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144,
“Accounting for Impairment or Disposal of Long-Lived Assets”. The Company periodically evaluates
the possible impairment of goodwill. Management identifies its reporting units and determines the
carrying value of each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units. The Company determines the fair
value of each reporting unit and compares it to the carrying amount of the reporting unit. To the
extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the
Company is required to perform the second step of the impairment test, as this is an indication
that the reporting unit goodwill may be impaired. In this step, the Company compares the implied
fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill.
The implied fair value of goodwill is determined by allocating the fair value of the reporting unit
to all the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner
similar to a purchase price allocation, in accordance with SFAS No. 141, “Business Combinations”.
The residual fair value after this allocation is the implied fair value of the reporting unit
goodwill. If the implied fair value is less than its carrying amount, the impairment loss is
recorded. Our annual tests resulted in no goodwill impairment.
Property, plant and equipment: Property, plant and equipment is stated at cost less
accumulated depreciation. Depreciation commences in the month the asset is placed in service and is
calculated using a straight-line method with an allowance for estimated residual value. Rates are
determined based on the estimated useful lives of the assets as follows:
Buildings |
5 to 40 years | |
Plant and equipment |
4 to 40 years | |
Distribution system |
3 to 40 years | |
Office furniture, fixtures and equipment |
3 to 10 years | |
Vehicles |
3 to 10 years | |
Leasehold improvements |
Lesser of 5 years or operating lease term | |
Lab equipment |
5 to 10 years |
Additions to property, plant and equipment are comprised of the cost of the contracted services,
direct labor and materials. Assets under construction are recorded as additions to property, plant
and equipment upon completion of a project. Improvements that significantly increase the value of
property, plant and equipment are capitalized. Maintenance, repairs and minor improvements are
charged to expense as incurred.
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Construction in progress: The cost of borrowed funds directly attributable to the acquisition
and construction of qualifying assets, which are assets that necessarily take a substantial period
of time to be ready for their intended use, are added to the cost of those assets until such time
as the assets are substantially ready for use or sale.
Trade accounts receivable: We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make payments. Management continuously evaluates
the collectibility of accounts receivable and records allowances based on estimates of the level of
actual write-offs that might be experienced. These estimates are based on, among other things,
comparisons of the relative age of accounts and consideration of actual write-off history.
Quarterly Results of Operations
The following table presents unaudited quarterly results of operations for the eight quarters
ended December 31, 2005. We believe that all necessary adjustments, consisting only of normal
recurring adjustments, have been included in the amounts stated below to present fairly such
quarterly information.
| For the year ended December 31, 2005 | ||||||||||||||||
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenue |
$ | 6,057,485 | $ | 6,552,868 | $ | 6,204,386 | $ | 7,372,466 | ||||||||
Gross profit |
2,397,860 | 2,782,229 | 2,202,414 | 2,971,894 | ||||||||||||
Net income |
1,374,051 | 1,481,359 | 1,009,349 | 1,649,499 | ||||||||||||
Diluted earnings per share |
0.12 | 0.12 | 0.08 | 0.13 | ||||||||||||
| For the year ended December 31, 2004 | ||||||||||||||||
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenue |
$ | 6,337,697 | $ | 6,409,364 | $ | 5,279,054 | $ | 5,255,298 | ||||||||
Gross profit |
2,907,223 | 2,849,545 | 1,942,423 | 1,910,509 | ||||||||||||
Net income |
1,923,922 | 1,764,040 | 424,032 | 2,085,389 | ||||||||||||
Diluted earnings per share |
0.17 | 0.15 | 0.04 | 0.17 | ||||||||||||
Results of Operations
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004
Revenue
Total revenue increased by 12.5% from $23,281,413 to $26,187,205 for the year ended December
31, 2005 when compared to the same period in 2004.
Revenue from Retail increased 10.6% from $12,089,491 to $13,372,103 in 2005 when compared to
2004. This variation primarily reflected increased demand by residential customers in Grand
Cayman, particularly in the West Bay service area, which experienced a 29.0% increase in volume
sales. We believe many residents relocated to West Bay in the wake of Hurricane Ivan’s damage in
late 2004.
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Efforts to rebuild damaged tourist properties are continuing at a rapid pace but one hotel and
a number of condominiums within our Cayman market have not yet fully reopened and new construction
projects experienced problems due to storm threats, labor shortages and delayed material
deliveries. Commercial sales were down 5.4% in 2005 versus 2004. Until tourism returns to the 2004
pre-hurricane levels in the Cayman market, revenues from commercial customers within our Retail
segment may continue to be flat or lower in the future.
Revenue from Bulk increased 13.8% from $10,303,074 to $11,724,438 for the year ended December
31, 2005 when compared to the same period in 2004. This increase was primarily the twofold result
of additional consumption by our customer (Water Authority-Cayman) in the Cayman Islands and to a
lesser extent increased consumption by our customer in Belize.
In addition, although we did experience higher revenue related to the recovery of energy costs
at our Windsor plant in The Bahamas, this was more than offset by pricing adjustments of
approximately $571,000 in 2005 and $313,000 in 2004 related to reduced deliveries associated with
the fouling of RO membrane elements throughout 2005 and 2004. We are in the process of remediating this
problem through various cleaning procedures and equipment modifications, and have placed six
containerized desalination units on the Windsor site which are being used to supply water under our
new Blue Hills contract and to supplement water production capacity at Windsor.
Revenue from services (“Services”) increased 22.7% from $888,848 to $1,090,664 for the year
ended December 31, 2005 when compared to the same period in 2004 due to additional engineering fees
charged to our affiliate, Ocean Conversion (BVI) Ltd., for work on the new water plant in Tortola,
British Virgin Islands.
Cost of Sales
Total cost of sales increased by 15.8% from $13,671,713 to $15,832,808 for the year ended
December 31, 2005 when compared to the same period in 2004.
Cost of Retail sales increased 2.3% from $5,250,372 to $5,369,550 for the year ended December
31, 2005 compared to the same period in 2004 due to additional variable costs associated with the
10.6% increase in sales.
Cost of Bulk sales increased 26.1% from $7,798,225 to $9,832,109 for the year ended December
31, 2005 when compared to the same period in 2004. The increase in cost of sales is
disproportionately higher than the corresponding increase in revenues due to the additional
operating costs related to fouling of RO membrane elements and higher energy costs at our Windsor
plant in The Bahamas.
Cost of sales from Services increased by $8,033 (1.3%) for the year ended December 31, 2005
when compared to the same period in 2004 due to additional non-capitalized payroll expense and
employee recruiting fees associated with the general expansion of our business.
Gross Profit
The gross profit margin decreased from 41.3 % to 39.5% for the year ended December 31, 2005
when compared to the same period in 2004, for the reasons explained above.
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General and Administrative Expense
Total general and administrative expense (“G&A”) increased by $1,007,029 (19.6%) from
$5,138,182 to $6,145,211 for the year ended December 31, 2005 when compared to the same period in
2004. G&A was 23.5% and 22.1% of total revenue for the respective years ended December 31, 2005 and
2004.
Retail G&A increased by $1,019,385 (23.7%) from $4,300,916 to $5,320,301 for the year ended
December 31, 2005 when compared to the same period in 2004 due to (i) an additional $400,000 in
unanticipated audit, accounting and legal fees involving the Sarbanes-Oxley internal control review
and certification process, (ii) increase in the number of Director’s meetings held during the year,
(iii) increased legal fees associated with our enhanced level of contract bidding, contract awards
and financing initiatives and (iv) a general increase in expenses to support our higher level of
activity. Our policy is and has been to allocate all non-direct corporate G&A to Retail.
Bulk G&A decreased $14,294 (1.8%) from $786,337 to $772,043 for the year ended December 31,
2005 when compared to the same period in 2004.
Services G&A increased $1,938 to $52,867 for the 2005 year.
Other Income (Expense)
Total other income increased by 4.8% from $1,216,870 to $1,275,158 for the year ended December
31, 2005 when compared to the same period in 2004.
Although interest expense increased $202,884 due to rising LIBOR rates, this was more than
offset by an increase in both profit sharing and equity income from the investment in OCBVI, which
has benefited from higher sales since the customer made significant repairs to their distribution
system.
Net Income
Net income decreased 11.0% from $6,197,383 to $5,514,258 for the year ended December 31, 2005
when compared to the same period in 2004. The prior year, however, included a one time gain of
$591,404 attributable to an insurance recovery with respect to Hurricane Ivan. The decrease in net
income, after taking this gain into effect, was 1.6% from the prior year.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
Revenue
Revenue increased by 22.2% from $19,054,205 to $23,281,413 for the year ended December 31,
2004 when compared to the same period in 2003.
Revenue from our retail water (“Retail”) operations increased by 10.7% from $10,918,151 to
$12,089,151 for the year ended December 31, 2003 and 2004, respectively. This increase is due to
higher water sales in our primary market in the Cayman Islands, as a result of an increased demand
in both our tourist volume and residential developments before Hurricane Ivan affected the Cayman
Islands in mid September 2004. Published tourist air arrival records thru August 2004 indicate a
13.5% increase for the eight months ended August 31, 2004 over the same period in the prior year.
After Hurricane Ivan no overnight tourist visitors were allowed on to the Island until the end of
November 2004.
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Hurricane Ivan reduced our budgeted Cayman Islands Retail sales for September by more than
half. In the last half of September, our operations were operating at limited capacity, due to the
damage to our plants and many of our retail customers were unable to take any water due to damage
to their premises. Since Hurricane Ivan we have repaired our plants and are able to meet the
demand with our current facilities. The sales trends since the Hurricane indicate that subsequent
to Hurricane Ivan water sales were higher than anticipated due to the clean up efforts but December
water sales in our tourist market were down 18.2% and residential sales were down 31.6% compared to
December 2003. January 2005 sales trends indicate that water sales are reduced from January 2004
levels but more in line with 2003 results.
Revenue from our bulk water (“Bulk”) operations increased by 46.2% from $7,045,761 to
$10,303,074 for the year ended December 31, 2003 and 2004, respectively. This increase was
primarily due to an additional month of revenue from our acquisition of Ocean Conversion (Cayman)
Limited operations and seven months of revenue from our acquisition of Waterfields Company Limited
operations when compared to 2003. Our Bulk operations on the Cayman Islands were less affected by
Hurricane Ivan than our Cayman Islands Retail operations. The sales volume is 9.3% higher for the
fourth quarter 2004 compared to the same period in 2003.
Revenues from our Belize operations declined by 16.4% during 2004 due to the reduced water
rates in the new long-term contract which was signed in 2003 and came into full effect on June 1,
2004 after all conditions precedent had been met or waived. These reduced rates have been
partially offset by reduced annual amortization costs on an intangible asset representing the
Belize water sale contract, which is now being amortized over 23 years. The new contract, however,
made us the exclusive producer of potable water for our customer on Ambergris Caye for the term of
the agreement.
Revenue from services (“Services”) decreased by 18.5% from $1,090,293 to $888,848 for the year
ended December 31, 2003 and 2004, respectively. All Services revenues pertain to DesalCo Limited
and its wholly-owned subsidiary DesalCo (Barbados) Ltd. The decrease was due to fewer construction
projects and the related decrease in engineering fees that are charged on labour and material costs
associated with these projects. During 2003, we substantially completed our existing construction
projects and did not commence any new construction projects.
Other Income (Expenses)
Total other income (expenses) increased by 565.9% from income of $182,748 to $1,216,870 for
the years ended December 31, 2003 and 2004, respectively. This increase was due to both decreased
interest expense resulting from the repayment of our bridge loan facility on July 8, 2003 with
proceeds from our 2003 equity offering and the associated reduction of amortization of financing
costs from the prior year and increased profit sharing and equity income from our investment in
Ocean Conversion (BVI) Ltd.
The increase in our equity income from our investment in Ocean Conversion (BVI) Ltd. was due
to increased sales. In 2003, we completed the expansion of this plant but were unable to increase
sales due to damaged distribution equipment of our customer. In 2004, our customer made
significant repairs to its distribution system.
Cost of Sales
Total cost of sales increased by 21.6% from $11,240,448 to $ 13,671,713 for the year ended
December 31, 2004 when compared to the same period in 2003. During this same period, our total
revenue increased by 22.2%.
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Cost of sales of our Retail operations increased by 5.6% from $4,972,300 to $5,250,372 for the
years ended December 31, 2003 and 2004, respectively, while our Retail revenue increased by 10.7%
for the year ended December 31, 2004. This increase in cost of sales resulted primarily from
additional variable costs related to the production of the additional water sold up to September
12, 2004 when Hurricane Ivan damaged our Cayman Island operations. From that point until
December31, 2004 we produced significantly less water than last year but still incurred fixed
operating costs.
Cost of sales of our Bulk operations increased by 35.0% from $5,776,555 to $7,798,225 for the
years ended December 31, 2003 and 2004, respectively, while our Bulk revenue increased by 46.2% for
the same period. This increase in cost of sales was due to an additional month of expenses from
our Ocean Conversion (Cayman) Limited operations and an additional seven months of expenses from
our Waterfields Company Limited operations when compared to 2003. This increase also resulted from
increased maintenance costs in our Belize operations. We have changed management and a number of
other staff in our Belize operations and are working successfully to reduce these unscheduled
repair costs by improving the capabilities of our staff and preventative maintenance program.
Cost of sales of our Services reporting segment increased by 26.8% from $491,593 to $623,116
for the years ended December 31, 2003 and 2004, respectively. This increase was due to additional
labour expense because of an increase in idle time resulting from reduced construction projects.
In addition, the increase in cost of sales is due to an additional month of operations from both
DesalCo Limited and its wholly-owned subsidiary DesalCo (Barbados) Ltd. Our Barbados operation
also experienced increased maintenance when compared to 2003, however, the necessary repairs have
been made and we do not expect these problems to continue.
Gross Profit
The gross profit margin increased from 41.0% to 41.3% for the year ended December 31, 2004
when compared to the same period in 2003, for the reasons explained above.
General and Administrative Expenses
Total general and administrative expenses increased by 36.1% from $3,775,357 to $5,138,182 for
the year ended December 31, 2004 when compared to the same period in 2003. General and
administrative expenses were at 19.8% and 22.1% of total revenue for the years ended December 31,
2003 and 2004, respectively.
General and administrative expenses related or allocated to our Retail operations increased by
60.2% from $2,684,216 to $4,300,916 for the years ended December 31, 2003 and 2004, respectively.
This increase is comprised of additional audit costs expensed in 2004 related to the work performed
on the 2003 acquisitions, higher 2004 audit fees, legal and consulting fees related to
Sarbanes-Oxley internal control review process, increases in salaries and bonuses, additional
administrative staff costs, increases in director fees and higher insurance premiums.
General and administrative expenses related or allocated to our Bulk operations decreased by
12.3% from $896,716 to $786,337 for the years ended December 31, 2003 and 2004, respectively. This
decrease is due to the reduction of our general and administrative expenses in Ocean Conversion
(Cayman) Limited resulting from the assimilation of administrative functions of our Cayman Islands
acquisition. This was offset by additional expenses incurred by our Waterfields Company Limited
operations for bank and government fees relating to the exchange of Bahamian dollars to U.S.
dollars,
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higher directors fees and expenses, and increased legal fees. The increase was also the
result of an additional seven months of expense from our Waterfields Company Limited operations
when compared to 2003.
General and administrative expenses related or allocated to our Services reporting segment
decreased by 73.8% from $194,425 to $50,929 for the years ended December 31, 2003 and 2004,
respectively. In May 2003, we closed our Bermuda office and relocated operations to the Cayman
Islands. These decreases are the result of assimilation of the administrative functions of that
office.
Net insurance recovery from Hurricane Ivan
On September 11 and 12, 2004, Hurricane Ivan significantly affected our Cayman Islands
operations. As a result, we suffered damage to our seawater conversion plants. Five out of six of
our seawater conversion plants suffered minor to moderate damage and our Britannia plant suffered
catastrophic damage. Based on our assessment, the Britannia water production, post treatment and
distribution equipment was a total loss and had been included in our insurance claim. We met all
of our customers’ water demands without this plant in operation and expected to replace this
equipment before the end of May 2005. Our remaining production capacity was sufficient to meet the
needs of our customers until the production capacity of our Britannia plant was replaced. The
Britannia plant was rebuilt and re-commissioned in October 2005 with an expanded production
capacity of 750,000 U.S. gallons per day.
Under generally accepted accounting principles, we are required to record the loss of any
property, which must be replaced or now has a revised useful life, in the period the loss occurs,
and record any gain from the related insurance claim only when the recovery is probable. We
estimated a loss of $2,541,501 consisting of plant and equipment of $1,351,563, spare parts
inventories of $111,839 and $1,078,099 relating to the rebuilding of the Cayman Islands operations
as of December 31, 2004. These amounts were recorded as part of income from operations as an
unusual gain in the income statement as “Net insurance recovery due to Hurricane Ivan”. The
Company also suffered loss of profits during the period that we were unable to sell water to our
Cayman Islands customers and we have quantified this loss of profits at $818,700. This has been
fully covered as part of claim for such loss to our insurer under our Loss of Profits insurance.
In February 2005, we accepted a final settlement from the insurance company of $3,132,905,
offsetting our total loss of $2,541,501.
Net Income
Net income increased by 48.4% from $4,177,081 to $6,197,383 for the year ended December 31,
2004 when compared to the same period in 2003.
Liquidity and Capital Resources
Overview
Our
cash flows are dependent upon the timely receipt of customer payments, operating expenses,
the timeliness and adequacy of rate increases (excluding automatic adjustments to our rates for
inflation and electricity costs) and various factors affecting tourism in the areas we operate such
as weather conditions and the world economy.
Cash is provided by debt offerings, bank credit facilities, the exercise of options by
management, from all of our business segment operations and from the collection of loans receivable.
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We use cash to fund our various business segments in the Cayman Islands, Belize, The Bahamas,
Barbados, the British Virgin Islands and the United States of America to fund new projects, to
expand our infrastructure, to pay dividends, to repay borrowings, to repurchase our shares when
appropriate and to take advantage of new investment opportunities which expand operations.
Operating Activities
In the year ended December 31, 2005, we generated $7,824,572 in cash primarily from operations
and the collection of a payment from an insurance claim.
Investing Activities
Cash used in investing activities during the year ended December 31,2005 was $16,456,265.
Our investing activities primarily consisted of expenditures for new property, plant and
equipment to replace equipment destroyed by Hurricane Ivan, a new water storage tank in Belize, the
Lower Valley plant in the Cayman Islands, the Blue Hills and Windsor plants in The Bahamas, six
containerized RO desalination units to be used at our existing Bahamas plant and a loan to an
affiliate to design and construct a new plant in Tortola, British Virgin Islands.
Financing Activities
Cash provided by financing activities during the year ended December 31, 2005 was $11,370,374.
Our primary financing activities consisted of the issuance of $10.0 million in bonds and an
equity offering of Bahamian Depository Receipts (“BDRs”),
the latter which provided net proceeds of
approximately $6.8 million, both to finance the Blue Hills project. We also collected $1,311,597
from the issuance of shares though the exercise of stock options by certain employees and members
of management.
Dividend payments of $2,750,341 and principal payments on long term debt of $3,738,828 were
made.
Material Commitments, Expenditures and Contingencies
The following table summaries our contractual obligations as at December 31, 2005:
| 2013 and | ||||||||||||||||||||
| Total | 2006 | 2007 - 2009 | 2010 -2012 | Thereafter | ||||||||||||||||
Long term debt |
$ | 12,850,542 | $ | 3,472,331 | $ | 8,663,929 | $ | 714,282 | $ | — | ||||||||||
Series A bond |
10,000,000 | — | — | — | 10,000,000 | |||||||||||||||
Employment
agreements |
2,694,700 | 1,160,800 | 1,533,900 | — | — | |||||||||||||||
Operating leases |
1,027,416 | 317,189 | 583,878 | 126,349 | — | |||||||||||||||
Other |
349,628 | 96,809 | 202,819 | — | 50,000 | |||||||||||||||
On February 16, 2005, the Government of the Commonwealth of the Bahamas accepted the bid of
the Company and Waterfields Company Limited to build the Blue Hills
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plant, expand the existing Windsor plant and to provide engineering services and equipment to
reduce the amount of water that is lost throughout its pipeline distribution system on New
Providence. We believe the total cost of this project (the “Blue Hills Project”) will be
approximately $29.0 million.
To finance a portion of this project, on July 1, 2005 Waterfields Company Limited sold
$10,000,000 Series A bonds solely to Bahamian citizens and permanent resident investors in the
Bahamas. The bonds mature on June 30, 2015 and accrue interest at the annual fixed rate of 7.5% of
the outstanding principal amount. Interest is payable quarterly. Waterfields has the option to
redeem the bonds in whole or in part without penalty commencing after June 30, 2008. The Company
has issued a guarantee of Waterfields’ obligations to pay all principal and accrued interest due to
the Waterfields Series A bondholders if and when there is an “event of default,” as defined in the
Guarantee. If the Company pays any amounts to the bondholders pursuant to the provisions of the
Guarantee, the Company will be subrogated to all rights of the bondholders in respect of any such
payments. The Guarantee is a general unsecured obligation of the Company junior to any secured
creditor.
On November 4, 2005, the Company completed the offering of 2,023,850 Bahamian Depositary
Receipts representing 404,770 shares of the Company’s common stock. The net proceeds of the
offering were approximately $6.8 million and will also be used to finance the Blue Hills Project.
The Company is constructing a 500,000 Imperial gallon per day seawater desalination plant in
Tortola, British Virgin Islands which is expected to cost approximately $7.0 million and be
operational in July, 2006.
On May 25, 2005, the Company entered into a loan agreement with its affiliate in Tortola
pursuant to which the Company has agreed to loan it $3.0 million. The loan principal is due and
payable on June 1, 2007 and interest accrues at the LIBOR rate plus 3.5% and is payable quarterly
on amounts drawn down commencing July 2005. The loan can be repaid at any time without penalty and
is subordinated to existing bank indebtedness. The balance outstanding at December 31, 2005 was
$800,000. The Company currently owns a 43.5% interest in OCBVI.
In addition, the Company expects to commit between $2.5 and $3.0 million for capital
expenditures related to various other projects, in various stages of completion, in all of our
operations.
Our Scotiabank $20.0 million loan facility had an outstanding balance of $12,42,858 at
December 31, 2005. We are required to make monthly payments of interest for all borrowings
(currently none) under a $2.0 million revolving line of credit and quarterly payments of interest
for all amounts drawn down under this term loan facility.
We have collateralized all borrowings under the Scotiabank loan facilities by providing a
first lien on all of our assets, including the capital stock of subsidiaries and the investment in
equity we acquired. The loan agreement for the two facilities contains standard terms and
conditions for similar bank loans made in the Cayman Islands, including acceleration of the
repayment of all borrowings upon the demand of Scotiabank & Trust (Cayman) Ltd. in the event of
default.
We have guaranteed to Scotiabank 50% of the OCBVI loan of $255,000. This loan is repayable in
semi-annual installments of $125,000 with the balance of principal due May 31, 2006, bearing
interest at 3-month LIBOR plus 1.5%.
Our Royal Bank of Canada loan facility had an outstanding balance of $255,631 at December 31,
2005. We are required to make quarterly payments of principal and interest on the loans through
2007. We also have an unused $500,000 line of credit with Royal Bank of Canada.
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As a result of our acquisition of interests in Waterfields Company Limited, we guaranteed the
performance of Waterfields Company Limited to the WSC as it relates to the water supply contract
between the two parties.
Through performance and operation bonds, the Royal Bank of Canada, Nassau has made guarantees
in the total amount of $3,910,775 to WSC that the Company shall duly perform and observe all terms
and provisions pursuant to contracts between the parties. In the event of default, the Royal Bank
of Canada shall satisfy and discharge any damages sustained by WSC up to the guaranteed amount. The
Company has guaranteed reimbursement to Royal Bank of Canada for any payments made thereon.
In July 2005, the Company entered into an Engineering & Consulting Agreement with Industrial
Services, Inc. (“ISI”) and the sole shareholder of ISI, Scott Shumway, pursuant to which both will
provide certain industrial project design, engineering and management services as requested. Mr.
Shumway has unconditionally guaranteed the performance of ISI.
The term of the agreement is approximately 17 months but can be terminated by the Company with
14 days notice in the event of the death or incapacity of the sole shareholder.
The estimated total aggregate maximum payments over the term of the agreement are
approximately $600,000.
In addition to current available cash, cash flow from operations and current available bank
lines of credit, we may need to obtain additional debt or equity financing to complete our plant
construction projects and fund our other capital commitments. We believe such additional
financing, if required, will be available to us. However, we may not be successful in obtaining
this financing on terms we consider acceptable, in which case we may be required to delay or
eliminate certain planned capital expenditures, reduce the planned scope of our operations or take
other actions that could adversely impact our financial condition and results of operations.
Dividends
On January 31, 2005, we paid a dividend of $0.0575 to shareholders of record on December 31,
2004, and on April 30, 2005, we paid a dividend of $0.0575 to shareholders of record on March 31,
2005.
On July 31, 2005, we paid a dividend of $0.06 to shareholders of record on June 30, 2005, and
on October 31, 2005 we paid a dividend of $0.06 to shareholders of record on September 30, 2005.
On January 31, 2006 we paid a dividend $0.06 to shareholders of record on December 31, 2005.
We have consistently paid dividends to owners of our common and redeemable preferred shares
since we began declaring dividends in 1985. Our Board of Directors has established a policy, but
not a binding obligation, that we will seek to maintain a dividend payout ratio in the range of 50%
to 60% of net income. This policy is subject to modification by our Board of Directors. Our
payment of any future cash dividends, however, will depend upon our earnings, financial condition,
capital demand and other factors, including conditions of our loan agreement with Scotiabank
(Cayman Islands) Ltd. that dividends be paid only from current cash flows.
Dividend Reinvestment and Common Stock Purchase Plan.
This program is available to our shareholders, who may reinvest all or a portion of their
common cash dividends into shares of common stock at prevailing market prices. It also accepts
optional cash payments to purchase additional shares at prevailing market prices.
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Impact of Inflation
Under the terms of our Cayman Islands license and our water sales agreements in Belize,
Bahamas, British Virgin Islands and Barbados, our water rates are automatically adjusted for
inflation on an annual basis, subject to temporary exceptions. We, therefore, believe that the
impact of inflation on our net income, measured in consistent dollars, will not be material.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Credit Risk
We are not exposed to significant credit risk on retail customer accounts in the Cayman
Islands, and Bimini, Bahamas, as our policy is to cease supply of water to customers whose accounts
are more than 45 days overdue. Our primary exposure to credit risk is from bulk water sales
customers in Belize, The Bahamas, The British Virgin Islands, Barbados and the Cayman Islands. In
addition, the entire balance of our loan receivable is due from the Water Authority-Cayman.
Interest Rate Risk
As of December 31, 2005, we had loans outstanding totaling $12,850,542, all of which bear
interest at various lending rates such as LIBOR, Cayman Island’s Prime Rate or Nassau Prime Rate.
We are subject to interest rate risk to the extent that any of these lending rates change and to
the extent that our annually adjusted floating LIBOR rate changes as a function of our consolidated
debt to our consolidated earnings before, interest, taxes and depreciation.
The interest rate on our Series A bonds is fixed at 7.5% annually.
Foreign Exchange Risk
All of our foreign currencies have fixed exchanged rates to the U.S. dollar. If any of these
fixed exchange rates become a floating exchange rate, however, our results of operation could be
adversely affected.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED WATER CO. LTD.
| Page | ||||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |
||||
Report of Independent Registered Public Accounting Firm |
48 | |||
Report of
Independent Registered Public Accounting Firm |
49 | |||
Consolidated Balance Sheets as of December 31, 2005 and 2004 |
50 | |||
Consolidated Statements of Income for each of the years ended December 31, 2005, 2004 and 2003 |
51 | |||
Consolidated Statements of Stockholders’ Equity for each of the years ended December 31, 2005, 2004 and 2003 |
52 | |||
Consolidated Statements of Cash Flows for each of the years ended December 31, 2005, 2004 and 2003 |
53 | |||
Notes to Consolidated Financial Statements |
54 | |||
OCEAN CONVERSION (BVI) LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS |
||||
Report of Independent Registered Public Accounting Firm |
81 | |||
Independent Auditors’ Report |
82 | |||
Consolidated Balance Sheets as of December 31, 2005 and 2004 |
83 | |||
Consolidated Statements of Income for the years ended December 31, 2005, 2004 and 2003 |
84 | |||
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2005, 2004 and 2003 |
85 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003 |
86 | |||
Notes to Consolidated Financial Statements |
87 |
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Water Co. Ltd.
Consolidated Water Co. Ltd.
We have audited the accompanying consolidated balance sheet of Consolidated Water Co. Ltd. and subsidiaries as of
December 31, 2005, and the related consolidated statements of income, stockholders’ equity, and cash
flows for the year ended December 31, 2005. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Consolidated Water Co. Ltd. as of December 31, 2005,
and the results of their operations and their cash flows for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Consolidated Water Co. Ltd.’s internal control over
financial reporting as of December 31, 2005, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated March 8, 2006 expressed an unqualified opinion on
management’s assessment of, and an unqualified opinion on the effectiveness of, internal control
over financial reporting.
/s/ Rachlin Cohen & Holtz LLP
Fort Lauderdale, Florida
March 8, 2006
March 8, 2006
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Water Co. Ltd.:
Consolidated Water Co. Ltd.:
We have audited the accompanying consolidated balance sheets of Consolidated Water Co. Ltd. and
subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of income,
stockholders’ equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Consolidated Water Co. Ltd. and subsidiaries as of
December 31, 2004 and 2003, and the results of their operations and cash flows for the
years then ended, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Consolidated Water Co. Ltd.’s internal control over
financial reporting as of December 31, 2004 based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated April 15, 2005 expressed an unqualified opinion on
management’s assessment of, and an adverse opinion on the effective operation of, internal control
over financial reporting.
/s/ KPMG
George Town, Cayman Islands
April 15, 2005
April 15, 2005
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED BALANCE SHEETS
(Expressed in United States dollars)
| December 31, | ||||||||
| 2005 | 2004 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 11,955,589 | $ | 9,216,908 | ||||
Accounts receivable, net |
5,659,975 | 4,879,410 | ||||||
Insurance claim receivable |
— | 1,932,905 | ||||||
Inventory |
2,032,209 | 1,629,348 | ||||||
Prepaid expenses and other current assets |
858,870 | 625,563 | ||||||
Current portion of loans receivable |
669,855 | 924,020 | ||||||
Total current assets |
21,176,498 | 19,208,154 | ||||||
Loans receivable , including $800,000 from affiliate in 2005 |
2,436,702 | 2,270,326 | ||||||
Property, plant and equipment, net |
32,667,615 | 27,218,589 | ||||||
Construction in progress, including interest of $375,000 and $nil in
2005 and 2004, respectively |
12,172,402 | 1,642,813 | ||||||
Other assets |
534,368 | 424,564 | ||||||
Investment in affiliates |
11,317,731 | 11,070,848 | ||||||
Intangible assets, net |
4,491,501 | 5,421,381 | ||||||
Goodwill |
3,568,374 | 3,568,374 | ||||||
Total assets |
$ | 88,365,191 | $ | 70,825,049 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Dividends payable |
$ | 828,709 | $ | 783,854 | ||||
Accounts payable and other liabilities |
3,939,538 | 3,860,511 | ||||||
Current portion of long term debt |
3,472,330 | 3,733,144 | ||||||
Total current liabilities |
8,240,577 | 8,377,509 | ||||||
Long term debt, including Series A bond issue of $10,000,000 |
19,378,212 | 12,856,226 | ||||||
Security deposits and other liabilities |
349,628 | 357,957 | ||||||
Minority Interest in Waterfields Company Limited |
833,695 | 861,463 | ||||||
Total liabilities |
28,802,112 | 22,453,155 | ||||||
Commitments |
— | — | ||||||
Stockholders’ equity |
||||||||
Redeemable preferred stock, $0.60 par value. Authorized 200,000
shares; issued and outstanding 32,304 shares in 2005 and 27,842
shares in 2004 |
19,382 | 16,705 | ||||||
Class A common stock, $0.60 par value. Authorized 19,680,000
shares; issued and outstanding 12,181,778 shares in 2005 and
11,506,970 shares in 2004 |
7,309,066 | 6,904,183 | ||||||
Class B common stock, $0.60 par value. Authorized 120,000
shares; issued and outstanding $nil shares for 2005 and $nil shares
for 2004 |
— | — | ||||||
Stock and options earned but not issued |
28,802 | 20,746 | ||||||
Additional paid-in capital |
35,338,235 | 27,281,728 | ||||||
Retained earnings |
16,867,594 | 14,148,532 | ||||||
Total stockholders’ equity |
59,563,079 | 48,371,894 | ||||||
Total liabilities and stockholders’ equity |
$ | 88,365,191 | $ | 70,825,049 | ||||
The accompanying notes are an integral part of these consolidsated financial statements.
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF INCOME
(Expressed in United States dollars)
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Retail water sales |
$ | 13,372,103 | $ | 12,089,491 | $ | 10,918,151 | ||||||
Bulk water sales |
11,724,438 | 10,303,074 | 7,045,761 | |||||||||
Services revenue |
1,090,664 | 888,848 | 1,090,293 | |||||||||
Total revenues |
26,187,205 | 23,281,413 | 19,054,205 | |||||||||
Retail cost of sales |
5,369,550 | 5,250,372 | 4,972,300 | |||||||||
Bulk cost of sales |
9,832,109 | 7,798,225 | 5,776,555 | |||||||||
Services cost of sales |
631,149 | 623,116 | 491,593 | |||||||||
Total cost of sales |
15,832,808 | 13,671,713 | 11,240,448 | |||||||||
Gross profit |
10,354,397 | 9,609,700 | 7,813,757 | |||||||||
General and administrative expenses |
6,145,211 | 5,138,182 | 3,775,357 | |||||||||
Net insurance recovery from Hurricane Ivan |
— | 591,404 | — | |||||||||
Income from operations |
4,209,186 | 5,062,922 | 4,038,400 | |||||||||
Other income (expense): |
||||||||||||
Interest income |
208,375 | 81,560 | 82,334 | |||||||||
Interest expense |
(885,628 | ) | (682,744 | ) | (1,163,637 | ) | ||||||
Other income |
562,097 | 533,974 | 438,022 | |||||||||
Equity in earnings of affiliate |
1,390,314 | 1,284,080 | 826,029 | |||||||||
Other income, net |
1,275,158 | 1,216,870 | 182,748 | |||||||||
Income before income taxes and minority interest |
5,484,344 | 6,279,792 | 4,221,148 | |||||||||
Provision for income taxes benefit (expense) |
2,146 | (30,150 | ) | (23,743 | ) | |||||||
Minority interest recovery (expense) |
27,768 | (52,259 | ) | (20,324 | ) | |||||||
Net income |
$ | 5,514,258 | $ | 6,197,383 | $ | 4,177,081 | ||||||
Basic earnings per common share |
$ | 0.47 | $ | 0.54 | $ | 0.42 | ||||||
Diluted earnings per common share |
$ | 0.45 | $ | 0.53 | $ | 0.41 | ||||||
Weighted average number of common shares
used in the determination of: |
||||||||||||
Basic earnings per share |
11,767,573 | 11,474,264 | 9,834,366 | |||||||||
Diluted earnings per share |
12,161,407 | 11,759,010 | 10,075,060 | |||||||||
The
accompanying notes are an integral part of these consolidated
financial statements.
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2005
(Expressed in United States dollars)
| Stock and | ||||||||||||||||||||||||||||||||
| Redeemable preferred stock | Common stock | options | Additional | Total | ||||||||||||||||||||||||||||
| earned but | paid-in | Retained | stockholders’ | |||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | not issued | capital | earnings | equity | |||||||||||||||||||||||||
Balance at December 31, 2002 |
39,480 | $ | 23,688 | 7,986,838 | $ | 4,792,103 | $ | 424,841 | $ | 7,354,395 | $ | 8,531,197 | $ | 21,126,224 | ||||||||||||||||||
Public offering of common shares,
net of issuance costs |
— | — | 2,784,300 | 1,670,580 | — | 16,118,254 | — | 17,788,834 | ||||||||||||||||||||||||
Issue of share capital |
7,674 | 4,604 | 582,926 | 349,756 | (544,756 | ) | 3,300,838 | — | 3,110,442 | |||||||||||||||||||||||
Conversion of preferred shares |
(19,956 | ) | (11,973 | ) | 19,956 | 11,973 | — | — | — | — | ||||||||||||||||||||||
Redemption of preferred shares |
(28 | ) | (17 | ) | — | — | — | (145 | ) | — | (162 | ) | ||||||||||||||||||||
Net income |
— | — | — | — | — | — | 4,177,081 | 4,177,081 | ||||||||||||||||||||||||
Dividends declared |
— | — | — | — | — | — | (2,095,301 | ) | (2,095,301 | ) | ||||||||||||||||||||||
Issue of options and share grants |
— | — | — | — | 141,409 | — | — | 141,409 | ||||||||||||||||||||||||
Balance at December 31, 2003 |
27,170 | 16,302 | 11,374,020 | 6,824,412 | 21,494 | 26,773,342 | 10,612,977 | 44,248,527 | ||||||||||||||||||||||||
Issue of share capital |
5,448 | 3,269 | 128,174 | 76,905 | (95,568 | ) | 508,386 | — | 492,992 | |||||||||||||||||||||||
Conversion of preferred shares |
(4,776 | ) | (2,866 | ) | 4,776 | 2,866 | — | — | — | — | ||||||||||||||||||||||
Net income |
— | — | — | — | — | — | 6,197,383 | 6,197,383 | ||||||||||||||||||||||||
Dividends declared |
— | — | — | — | — | — | (2,661,828 | ) | (2,661,828 | ) | ||||||||||||||||||||||
Issue of options and share grants |
— | — | — | — | 94,820 | — | — | 94,820 | ||||||||||||||||||||||||
Balance at December 31, 2004 |
27,842 | 16,705 | 11,506,970 | 6,904,183 | 20,746 | 27,281,728 | 14,148,532 | 48,371,894 | ||||||||||||||||||||||||
Public offering of common shares,
net of issuance costs |
— | 404,770 | 242,862 | — | 6,476,000 | — | 6,718,862 | |||||||||||||||||||||||||
Issue of share capital |
8,644 | 5,187 | 265,856 | 159,511 | (150,715 | ) | 1,580,507 | — | 1,594,490 | |||||||||||||||||||||||
Conversion of preferred shares |
(4,182 | ) | (2,510 | ) | 4,182 | 2,510 | — | — | — | — | ||||||||||||||||||||||
Net income |
— | — | — | — | — | — | 5,514,258 | 5,514,258 | ||||||||||||||||||||||||
Dividends declared |
— | — | — | — | — | — | (2,795,196 | ) | (2,795,196 | ) | ||||||||||||||||||||||
Issue of options and share grants |
— | — | — | — | 158,771 | — | — | 158,771 | ||||||||||||||||||||||||
Balance at December 31, 2005 |
32,304 | $ | 19,382 | 12,181,778 | $ | 7,309,066 | $ | 28,802 | $ | 35,338,235 | $ | 16,867,594 | $ | 59,563,079 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
52
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Cash flows provided by (used in) operating activities |
||||||||||||
Net income |
$ | 5,514,258 | $ | 6,197,383 | $ | 4,177,081 | ||||||
Add (deduct) items not affecting cash |
||||||||||||
Depreciation |
2,156,478 | 2,079,475 | 1,699,140 | |||||||||
Amortization of intangible assets and bank fees |
1,031,585 | 1,017,207 | 1,318,102 | |||||||||
Stock compensation on share grants |
256,032 | 155,388 | 138,750 | |||||||||
Net loss on disposal of fixed assets |
37,585 | 1,331,563 | — | |||||||||
Undistributed income from affiliates |
(1,875,508 | ) | (1,718,338 | ) | (1,060,188 | ) | ||||||
Minority interest (recovery) |
(27,768 | ) | 52,259 | 20,324 | ||||||||
Increase in accounts receivable |
(780,565 | ) | (1,019,914 | ) | (82,939 | ) | ||||||
(Increase) decrease in insurance claim receivable |
1,932,905 | (1,932,905 | ) | — | ||||||||
Increase in inventory |
(402,861 | ) | (83,163 | ) | (10,088 | ) | ||||||
(Increase) decrease in prepaid expenses and
other assets |
(233,307 | ) | (29,177 | ) | 60,041 | |||||||
Increase in other assets |
— | (9,239 | ) | — | ||||||||
Increase (decrease) in accounts payable and
other liabilities |
224,067 | 1,788,267 | 230,725 | |||||||||
Increase (decrease) in other liabilities |
(8,329 | ) | 5,462 | 15,878 | ||||||||
Net cash provided by operating activities |
7,824,572 | 7,834,268 | 6,506,826 | |||||||||
Cash flows provided by (used in) investing activities |
||||||||||||
Purchase of property, plant and equipment |
(6,246,251 | ) | (1,101,030 | ) | (1,726,667 | ) | ||||||
Construction in progress |
(11,926,428 | ) | (1,614,857 | ) | (433,193 | ) | ||||||
Business combinations, net of cash acquired |
— | — | (19,495,005 | ) | ||||||||
Investment in affiliate |
1,628,625 | 681,750 | (8,961,622 | ) | ||||||||
Loan to affiliate |
(800,000 | ) | — | — | ||||||||
Collection of loans receivable |
887,789 | 1,098,732 | 970,492 | |||||||||
Proceeds from sale of property, plant and
equipment |
— | 20,000 | — | |||||||||
Net cash provided by (used in) investing activities |
(16,456,265 | ) | (915,405 | ) | (29,645,995 | ) | ||||||
Cash flows provided by (used in) financing activities |
||||||||||||
Net proceeds from credit facility |
— | — | 27,187,035 | |||||||||
Dividends declared and paid |
(2,750,341 | ) | (2,564,092 | ) | (1,924,067 | ) | ||||||
Net proceeds from issuance of stock |
8,071,052 | 432,424 | 19,037,034 | |||||||||
Net proceeds from issuance of Series A bonds |
9,788,491 | — | — | |||||||||
Principal repayments of long term debt |
(3,738,828 | ) | (3,807,211 | ) | (13,492,213 | ) | ||||||
Net cash provided by (used in) financing activities |
11,370,374 | (5,938,879 | ) | 30,807,789 | ||||||||
Net increase in cash and cash equivalents |
2,738,681 | 979,984 | 7,668,620 | |||||||||
Cash and cash equivalents at beginning of year |
9,216,908 | 8,236,924 | 568,304 | |||||||||
Cash and cash equivalents at end of year |
$ | 11,955,589 | $ | 9,216,908 | $ | 8,236,924 | ||||||
Interest paid in cash |
$ | 1,152,262 | $ | 591,795 | $ | 770,438 | ||||||
Interest received in cash |
$ | 197,584 | $ | 81,560 | $ | 81,836 | ||||||
Incomes taxes paid |
$ | 14,138 | $ | 14,281 | $ | 40,090 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
53
Table of Contents
CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Principal activity
Consolidated Water Co. Ltd., its wholly-owned subsidiaries, majority-owned subsidiary and affiliate
(together the “Company”) use reverse osmosis technology to produce fresh water from seawater. The
Company processes and supplies water to its customers in the Cayman Islands, Belize, Bahamas,
Barbados and British Virgin Islands. The Company sells water to a variety of customers, including
public utilities, commercial and tourist properties, residential properties and government
facilities. The base price of water supplied by the Company, and adjustments thereto, are
generally determined by the terms of the license and contracts, which provide for adjustments based
upon the movement in the government price indices specified in the license and contracts, as well
as monthly adjustments for changes in the cost of energy. The Company also provides consulting
services under long-term agreements under which the Company designs and constructs desalination
plants, and manages and operates plants owned by other companies.
2. Accounting policies
Basis of preparation: The consolidated financial statements presented are prepared in accordance
with accounting principles generally accepted in the United States of America.
Use of estimates: The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period.
Significant items subject to estimates and assumptions include the carrying value of property,
plant and equipment, intangible assets, goodwill, allowances for receivables and inventory. Actual
results could differ from those estimates.
Basis of consolidation: The consolidated financial statements include the accounts of the
Company’s wholly-owned subsidiaries Cayman Water Company Limited, Belize Water Limited, Ocean
Conversion (Cayman) Limited, DesalCo Limited, DesalCo (Barbados) Ltd, Aquilex, Inc. and its
majority owned subsidiary Waterfields Company Limited. The operating results of Ocean Conversion
(Cayman) Limited, DesalCo Limited, DesalCo (Barbados) Ltd. have been included in the consolidated
financial statements effective February 1, 2003. The operating results of Waterfields Company
Limited have been included in the financial statements effective August 1, 2003. All inter-company
balances and transactions have been eliminated.
Foreign currency: The Company’s reporting currency is the United States dollar. The functional
currency of the Company and its foreign subsidiaries is the currency for each respective country.
The exchange rates between the Cayman Islands dollar, the Belize dollar, the Bahamian dollar and
the Barbados dollar have been fixed to the United States dollar during all periods presented.
Monetary assets and liabilities denominated in foreign currencies are translated at the rates of
exchange ruling at the balance sheet date. Foreign currency transactions are translated at the
rate ruling on the date of the transaction. Net exchange gains and losses are included in other
income in the consolidated statements of income.
Cash and cash equivalents: Cash and cash equivalents comprise cash at banks on call and highly
liquid deposits with an original maturity of three months or less.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting policies (continued)
Trade accounts receivable: Trade accounts receivable are recorded at invoiced amounts based on
meter readings. The allowance for doubtful accounts is the Company’s best estimate of the amount
of probable credit losses in the Company’s existing accounts receivable balance. The Company
determines the allowance for doubtful accounts based on historical write-off experience and monthly
review of delinquent accounts. Past due balances are reviewed individually for collectibility and
disconnection. Account balances are charged off against the allowance for doubtful accounts after
all means of collection have been exhausted and the potential for recovery is considered by
management to be remote.
Inventory: Inventory primarily includes replacement spares and parts that are valued at the lower
of cost and net realizable value on a first-in, first-out basis. Inventory also includes potable
water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of
the average cost of producing or purchasing water during the year or its net realizable value.
Loans receivable: Loans receivable relate to amounts advanced to customers to facilitate the
construction of water desalination plants. The allowance for loan losses, if any, is the Company’s
best estimate of the amount of potable credit losses in the Company’s existing loans and is
determined on an individual loan basis. Management believes the loans receivable are collectible
and, therefore, no loan allowance has been established as of December 31, 2005 and 2004.
Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated
depreciation. Depreciation is calculated using a straight line method with an allowance for
estimated residual values. Rates are determined based on the estimated useful lives of the assets
as follows:
Buildings
|
5 to 40 years | |
Plant and equipment
|
4 to 40 years | |
Distribution system
|
3 to 40 years | |
Office furniture, fixtures and equipment
|
3 to 10 years | |
Vehicles
|
3 to 10 years | |
Leasehold improvements
|
Shorter of 5 years or operating lease term outstanding | |
Lab Equipment
|
5 to 10 years |
Additions to property, plant and equipment are comprised of the cost of the contracted services,
direct labour and materials. Assets under construction are recorded as additions to property,
plant and equipment upon completion of the projects. Depreciation commences in the month of
addition.
Interest costs directly attributable to the acquisition and construction of qualifying assets,
which are assets that necessarily take a substantial period of time to be ready for their intended
use, are added to the cost of those assets until such time as the assets are substantially ready
for use or sale.
Construction in progress: The cost of borrowed funds directly attributable to the acquisition and
construction of qualifying assets, which are assets that necessarily take a substantial period of
time to be ready for their intended use, are added to the cost of those assets until such time as
the assets are substantially ready for use or sale.
55
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting policies (continued)
Goodwill and intangible assets: Goodwill represents the excess costs over fair value of the assets
of an acquired business. Goodwill and intangible assets acquired in a business combination
accounted for as a purchase and determined to have an indefinite useful life are not amortized, but
are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS
No. 142 also requires that intangible assets with estimatable useful lives be amortized over their
respective estimated useful lives to their estimated residual values, and reviewed for impairment
in accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets”. The
Company periodically evaluates the possible impairment of goodwill. Management identifies its
reporting units and determines the carrying value of each reporting unit by assigning the assets
and liabilities, including the existing goodwill and intangible assets, to those reporting units.
The Company determines the fair value of each reporting unit and compares it to the carrying amount
of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair
value of the reporting unit, the Company is required to perform the second step of the impairment
test, as this is an indication that the reporting unit goodwill may be impaired. In this step, the
Company compares the implied fair value of the reporting unit goodwill with the carrying amount of
the reporting unit goodwill. The implied fair value of goodwill is determined by allocating the
fair value of the reporting unit to all the assets (recognized and unrecognized) and liabilities of
the reporting unit in a manner similar to a purchase price allocation, in accordance with SFAS No.
141, “Business Combinations”. The residual fair value after this allocation is the implied fair
value of the reporting unit goodwill. If the implied fair value is less than its carrying amount,
the impairment loss is recorded. The Company’s annual impairment valuation resulted in no goodwill
impairment.
Investments: Investments where the Company does not exercise significant influence over the
operating and financial policies of the investee and holds less than 20% of the voting stock are
recorded at cost. Investments where the Company has significant influence over the operating and
financial policies of the investee and holds 20% to 50% of the voting stock are recorded using the
equity method of accounting for investments in common stock. The Company recognizes an impairment
loss on declines in value that are other than temporary.
Other assets: Other assets consist of the bank financing fees paid on the drawdown of the Company’s
long term debt and are being amortized on a straight line basis over the term of the loans.
Other liabilities: Other liabilities consist of security deposits and advances in aid of
construction. Security deposits are received from large customers as security for trade
receivables. Advances in aid of construction are recognized as a liability when advances are
received from condominium developers in the licensed area to help defray the capital expenditure
costs of the Company. These advances do not represent loans to the Company and are interest free.
However, the Company allows a discount of ten percent on future supplies of water to these
developments until the aggregate discounts allowed are equivalent to advances received. Discounts
are charged against advances received.
Shares repurchased: Under Cayman Islands law, shares repurchased out of capital by the Company are
treated as cancelled upon redemption, and the Company’s issued share capital is reduced by the par
value of those shares, with the difference being adjusted to additional paid up capital.
56
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting policies (continued)
Stock and stock option incentive plans: The Company issues stock under incentive plans that form
part of employees and non-executive directors’ remuneration. The Company also grants options to
purchase ordinary shares as part of remuneration for certain long-serving employees and certain
management employees.
During the year ended December 31, 2003, the option plan for certain management employees was
amended as part of renegotiations of employee contracts. The amended contracts terminated the
stock option plans for all years commencing from January 1, 2004.
The Company applies the intrinsic-value-based method of accounting prescribed by Accounting
Principles Board (“APB”) Opinion No. 25 “Accounting for Stock Issued to Employees”, and related
interpretations to account for its fixed-plan stock options. Under this method, compensation
expense is recorded on the date of grant only if the current market price of the underlying stock
exceeds the exercise price. SFAS No. 123 “Accounting for Stock-Based Compensation” established
accounting and disclosure requirements using a fair-valued-based method of accounting for
stock-based employee compensation plans. As allowed by SFAS No. 123, the Company continues to
apply the intrinsic-value method of accounting described above and has adopted the disclosure
requirements of SFAS No. 123. The following table illustrates the effect on net income if the
fair-value-based method had been applied to all outstanding and unvested awards in each period.
| 2005 | 2004 | 2003 | ||||||||||
Net income, as reported |
$ | 5,514,258 | $ | 6,197,383 | $ | 4,177,081 | ||||||
Add stock-based employee compensation expense included
in reporting net income |
256,032 | 155,388 | 138,750 | |||||||||
Deduct total stock-based employee compensation expense
determined under fair-value-based method for all rewards |
(330,308 | ) | (216,346 | ) | (950,147 | ) | ||||||
Pro forma net income |
$ | 5,439,982 | $ | 6,136,425 | $ | 3,365,684 | ||||||
Earnings per share: |
||||||||||||
Basic — as reported |
$ | 0.47 | $ | 0.54 | $ | 0.42 | ||||||
Basic — pro forma |
$ | 0.46 | $ | 0.53 | $ | 0.34 | ||||||
Diluted — as reported |
$ | 0.45 | $ | 0.53 | $ | 0.41 | ||||||
Diluted — pro forma |
$ | 0.45 | $ | 0.52 | $ | 0.33 | ||||||
The intrinsic value of stock based compensation is recorded in stockholders’ equity and is expensed
to the consolidated statements of income based on the vesting period of the options. On exercise
of options, proceeds up to the par value of the stock issued are credited to ordinary share
capital; any proceeds in excess of the par value of the stock issued are credited to additional
paid in capital in the period in which the options are exercised. Options that expire without
exercise are also credited to additional paid in capital in the period in which the option expired.
57
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting policies (continued)
Revenue and cost of sales: Customers are billed monthly based on meter readings performed at or
near each month end and in accordance with agreements which stipulate minimum monthly charges for
water service. An accrual, where necessary, is made for water delivered but unbilled at year end
when readings are not performed at the year end date. The accrual is matched with the direct costs
of producing, purchasing and delivering water.
Consulting revenue is recognized on the accrual basis based upon time spent at agreed upon rates
and is included under service revenue.
Plant construction revenue is recognized using the percentage-of-completion method. The recognized
income is that percentage of estimated total income that incurred costs to date bear to estimated
total costs after giving effect to estimates of costs to complete based upon most recent
information. This revenue is included under services revenue.
Interest income is recognized by the Company over the term of a loan based on the interest rate
stated in the loan and is included in interest income.
Repairs and maintenance: All repair and maintenance costs are expensed as incurred.
Comparative figures: Certain prior year amounts have been adjusted to conform to the current
year’s presentation. The Company has reallocated various maintenance expenses to cost of sales
from general and administrative expenses. In addition, the Company has adjusted the cost and
amortization of the Belize water production and supply agreement intangible asset to reflect a 2003
revaluation. On August 25, 2005, the Company’s common stock began trading on a post-split 2 for 1
basis. The stock split reduced the par value of the Company’s common stock to $0.60 from $1.20. The
record date was August 17, 2005. All shares and dividend amounts presented here have been retroactively adjusted to reflect the stock split. These adjustments have no impact on the net income of the
Company.
3. Acquisitions
Effective February 1, 2003, the Company acquired 100% of the outstanding voting common shares of
DesalCo Limited, its wholly owned subsidiary DesalCo (Barbados) Limited and Ocean Conversion
(Cayman) Limited. The consideration paid was $26,976,648, comprised of $24,202,651 in cash and
185,714 ordinary shares of the Company and $482,286 in costs related to the acquisitions.
Effective February 1, 2003, the Company also acquired as part of this acquisition of DesalCo
Limited, 12.7% of the outstanding voting common shares of Waterfields Company Limited
(“Waterfields”). On July 30, 2003, the Company acquired a further 13.5% of Waterfields and
effective August 1, 2003, acquired an additional 64.7% interest, resulting in total controlling
interest of 90.9% of Waterfields. The total consideration paid was $9,652,491, comprised of
$9,431,610 in cash and $220,881 in costs related to the acquisition.
These acquisitions provided the Company with a reverse osmosis plant design, a construction and
facilities management and engineering services firm, as well as facilities and contracts to supply
additional bulk potable water services in the Cayman Islands, Bahamas and Barbados.
58
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Acquisitions (continued)
The following table summarizes the estimated fair values of assets acquired and liabilities assumed
at the date of the acquisitions.
Current assets |
$ | 7,187,798 | ||
Property, plant and equipment, net |
8,947,932 | |||
Investments in affiliates |
12,069,998 | |||
Intangible assets |
5,766,886 | |||
Goodwill |
3,395,752 | |||
Other assets |
4,190,883 | |||
Total assets acquired |
41,559,249 | |||
Current liabilities |
1,877,490 | |||
Long term debt and liabilities |
2,266,784 | |||
Total liabilities assumed |
4,144,274 | |||
Less: Minority interest in Waterfields Company Limited |
785,836 | |||
Net assets acquired |
$ | 36,629,139 | ||
The results of operations of DesalCo Limited, DesalCo (Barbados) Limited and Ocean Conversion
(Cayman) Limited are included in the consolidated statements of income from February 1, 2003 and
the results of operations of Waterfields Company Limited are included in the consolidated
statements of income from August 1, 2003. The unaudited pro forma consolidated results of
operations of Consolidated Water Co. Ltd., DesalCo Limited, DesalCo (Barbados) Limited, Ocean
Conversion (Cayman) Limited, Waterfields Company Limited and an equity interest in Ocean Conversion
(BVI) Ltd., had the companies been acquired at January 1, 2003 would be as follows:
| Year ended December 31, | ||||
| 2003 | ||||
Pro forma revenue |
$ | 21,841,916 | ||
Pro forma net income |
$ | 4,704,114 | ||
Pro forma earnings per share: |
||||
Basic |
$ | 0.42 | ||
Diluted |
$ | 0.41 | ||
59
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Cash and cash equivalents
Cash and cash equivalents are not restricted as to withdrawal or use. At December 31, 2005, the
equivalent United States dollars are denominated in the following currencies:
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Bank accounts |
||||||||
United States dollar |
$ | 2,303,660 | $ | 1,980,944 | ||||
Cayman Islands dollar |
930,228 | 4,413,496 | ||||||
Bahamian dollar |
1,356 | 466,193 | ||||||
Belize dollar |
126,354 | 83,157 | ||||||
Barbadian dollar |
88,824 | 95,065 | ||||||
| 3,450,422 | 7,038,855 | |||||||
Short term deposits |
||||||||
United States dollar |
— | 1,521,188 | ||||||
Bahamian dollar |
8,505,167 | 493,699 | ||||||
Belize dollar |
— | 163,166 | ||||||
| 8,505,167 | 2,178,053 | |||||||
Total cash and cash equivalents |
$ | 11,955,589 | $ | 9,216,908 | ||||
5. Accounts receivable
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Trade accounts receivable |
$ | 5,777,190 | $ | 4,939,985 | ||||
Other accounts receivable |
90,015 | 104,767 | ||||||
| 5,867,205 | 5,044,752 | |||||||
Allowance for doubtful accounts |
(207,230 | ) | (165,342 | ) | ||||
| $ | 5,659,975 | $ | 4,879,410 | |||||
The activity of the allowance for doubtful accounts consisted of the following:
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Opening allowance for doubtful accounts |
$ | 165,342 | $ | 74,867 | ||||
Provision for doubtful accounts |
41,888 | 90,475 | ||||||
Accounts written off during the year |
— | — | ||||||
Ending allowance for doubtful accounts |
$ | 207,230 | $ | 165,342 | ||||
Significant concentrations of credit risk are disclosed in Note 24.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Insurance claim receivable
On September 11 and 12, 2004, Hurricane Ivan significantly affected the Company’s Cayman Islands
operations. As a result, the Company suffered damage to its seawater conversion plants, which are
covered by property insurance. Under generally accepted accounting principles, the Company is
required to record the loss of any property which must be replaced in the period the loss occurs,
and record any gain from related insurance claims only when the recovery is probable.
As at December 31, 2004, the Company has estimated the total loss to be $2,541,501, consisting of
plant and equipment of $1,351,563, spare parts inventories of $111,839 and $1,078,099 relating to
the rebuilding of the Cayman Islands operations. These amounts have been recorded against the
insurance recovery and appear as a gain on the income statement as “Net insurance recovery due to
Hurricane Ivan”.
The Company also suffered loss of profits during the period that it was unable to sell water to its
Cayman Islands customers. The Company has quantified this loss of profits at $818,700 and has been
fully covered in the Company’s claim for such loss to its insurer under its Loss of Profits
insurance. The Company has recorded total recoveries from insurance of $3,132,905 offsetting the
total estimated loss of $2,541,501.
On February 8, 2005, the Company accepted a proposal from the insurance company for a final
settlement sum of $1,932,905 towards claims for loss and damage to property and loss of profits.
This amount was recorded as an Insurance claim receivable on the December 31, 2004 balance sheet
and is part of the gain of $591,404.
7. Inventory
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Water stock |
$ | 44,624 | $ | 33,659 | ||||
Consumables stock |
318,945 | 194,307 | ||||||
Spare parts stock |
1,668,640 | 1,401,382 | ||||||
| $ | 2,032,209 | $ | 1,629,348 | |||||
8. Loans receivable
As part of the acquisition of Ocean Conversion (Cayman) Limited, the following loans receivable
were acquired. Management estimates these loans to be fully collectible and as such no impairment
allowance has been provided at December 31, 2005.
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Due from Water Authority Cayman: Original loan of $1,216,000,
non-interest bearing, in monthly installments of $14,476
to November 30, 2008. Loan secured by Red Gate plant, machinery
and equipment. |
$ | 506,667 | $ | 680,381 | ||||
Due from Water Authority Cayman: Two loans originally aggregating
$1,819,920, bearing interest at 5% per annum, receivable in combined
monthly installments of principal and interest of $25,721 to March 2005, and
secured by Lower Valley plant, machinery and equipment. |
— | 76,529 | ||||||
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
8. Loans receivable (continued)
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Due from Water Authority Cayman: Two loans originally aggregating
$1,168,600, bearing interest at 5% per annum, receivable in combined
monthly installments of principal and interest of $16,516 to March 2006, and
secured by Lower Valley plant, machinery and equipment. |
49,140 | 239,686 | ||||||
Due from Water Authority Cayman: Two non-interest bearing loans
originally aggregating $3,129,000, receivable in monthly installments of
$37,250 to November 2009, and secured by North Sound Road plant,
machinery and equipment. |
1,750,750 | 2,197,750 | ||||||
Due from affiliate: loan bearing interest at LIBOR plus 3.5%.
Interest is payable quarterly and the principal is due June 1, 2007. |
800,000 | — | ||||||
Total loans receivable |
3,106,557 | 3,194,346 | ||||||
Less current portion |
669,855 | 924,020 | ||||||
Loans receivable, excluding current portion |
$ | 2,436,702 | $ | 2,270,326 | ||||
9. Property, plant and equipment and construction in progress
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Cost |
||||||||
Land |
$ | 475,679 | $ | 475,679 | ||||
Buildings |
4,388,100 | 4,373,382 | ||||||
Plant and equipment |
20,279,578 | 14,209,510 | ||||||
Distribution system |
18,560,540 | 18,278,146 | ||||||
Office furniture, fixtures and equipment |
1,272,159 | 551,911 | ||||||
Vehicles |
812,609 | 556,825 | ||||||
Leasehold improvements |
186,387 | — | ||||||
Lab equipment |
21,700 | 20,877 | ||||||
| 45,996,752 | 38,466,330 | |||||||
Less accumulated depreciation |
13,329,137 | 11,247,741 | ||||||
Property, plant and equipment, net |
$ | 32,667,615 | $ | 27,218,589 | ||||
Construction in progress |
$ | 12,172,402 | $ | 1,642,813 | ||||
At December 31, 2005, the Company had outstanding non-project capital commitments of approximately
$2.5 million (2004: $780,000). It is the Company’s policy to maintain adequate insurance for loss
or damage to all fixed assets that may be susceptible to loss. The Company does not insure its
underground distribution system, which cost approximately $10.0 million. (2004: $9.9 million).
62
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. Investment in affiliates
As part of the acquisition described in Note 3, the Company acquired 50% and 100% of the
outstanding voting common shares and non-voting common shares, respectively, of Ocean Conversion
(BVI) Ltd. On May 9, 2003, the Company sold 100% of its non-voting shares in Ocean Conversion
(BVI) Ltd. to Sage Water Holdings (BVI) Limited for $2,120,250. The Company now owns 50% of the
voting common shares of Ocean Conversion (BVI) Ltd., representing a 43.5% interest in the company.
The Company’s investment in Ocean Conversion (BVI) Ltd. is accounted for using the equity method of
accounting.
The excess cost over the Company’s share of fair value net assets acquired of Ocean Conversion
(BVI) Ltd. is $6,654,362, which is considered equity-method goodwill. In accordance with SFAS No.
142, this equity-method goodwill is not being amortized, but is analyzed for impairment. At
December 31, 2005 and 2004, management believes there is no impairment of this equity-method
goodwill.
Summarized financial information of Ocean Conversion (BVI) Ltd. is presented as follows:
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Current assets |
$ | 4,736,398 | $ | 4,552,059 | ||||
Non-current assets |
5,226,212 | 4,189,764 | ||||||
Total assets |
$ | 9,962,610 | $ | 8,741,823 | ||||
Current liabilities |
$ | 1,369,094 | $ | 1,085,589 | ||||
Non-current liabilities |
2,341,979 | 1,682,604 | ||||||
Total liabilities |
$ | 3,711,073 | $ | 2,768,193 | ||||
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Water sales |
$ | 7,715,827 | $ | 6,872,366 | ||||
Cost of water sales |
$ | 3,003,920 | $ | 2,475,304 | ||||
Income from operations |
$ | 2,893,678 | $ | 2,754,200 | ||||
Net income |
$ | 3,019,328 | $ | 2,771,198 | ||||
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. Intangible assets
Effective February 1, 2003, the Company acquired 100% of the outstanding voting common shares of
DesalCo Limited, its wholly-owned subsidiary DesalCo (Barbados) Ltd., and Ocean Conversion (Cayman)
Limited. A portion of the purchase price was allocated to the following identifiable intangible
assets.
(a) As part of the acquisition of DesalCo Limited, the Company originally attributed $726,902 to an
intangible asset which was adjusted in 2004 by $129,454 for a total balance of $856,356. This
represents the fair value of a Management Services Agreement originally dated December 4, 2000,
under which DesalCo Limited provides management and engineering services to Ocean Conversion (BVI)
Ltd., an affiliated company. The original agreement was amended on February 7, 2003 such that
there is no expiration term. Management of the Company has determined that this intangible asset
has an indefinite life, and therefore it is not being amortized.
(b) As part of the acquisition of DesalCo Limited, the Company attributed $337,149 to another
intangible asset, the DWEER™ Distribution Agreement between DesalCo Limited and DWEER Technology
Limited, which expires on October 31, 2009. Under this agreement, DesalCo Limited was granted an
exclusive right, within certain geographical areas in the Caribbean, Central and South America, to
distribute certain patented equipment which can increase the operational efficiency of reverse
osmosis seawater desalination plants. The estimated fair value attributable to the intangible
asset of the DWEER™ Distribution Agreement is being amortized over the remaining term of the
seven-year agreement and has a weighted average useful life of 6.83 years.
(c) As part of the acquisition of DesalCo Limited, the Company attributed $104,050 to an intangible
asset which represents the fair value of an operations agreement between Sandy Lane Properties Ltd.
and DesalCo (Barbados) Limited, a wholly owned subsidiary of DesalCo Limited. Under the terms of
the agreement, DesalCo (Barbados) Limited provides operations and maintenance services for a
seawater reverse osmosis desalination plant. The carrying amount attributable to the intangible
asset of the operations agreement is being amortized over the remaining term of the five-year
agreement and has a weighted average useful life of 3.0 years.
(d) As part of the acquisition of Ocean Conversion (Cayman) Limited, the Company originally
attributed $4,598,785 to intangible assets, which was adjusted in 2004 by $213,289 for a total
balance of $4,385,496. This represents the fair value of three Water Production and Supply
Agreements between Ocean Conversion (Cayman) Limited and the Government of the Cayman Islands,
dated April 25, 1994, June 18, 1997 and December 31, 2001. Under these agreements, Ocean
Conversion (Cayman) Limited built reverse osmosis seawater desalination plants for the Government
of the Cayman Islands. Ocean Conversion (Cayman) Limited operates the plants until the expiration
of the agreement term, as extended, at which time the plant operations will be transferred to the
Government of the Cayman Islands for no consideration. The carrying amounts attributable to the
intangible assets of the Water Production and Supply Agreements are being amortized over the
remaining term of the agreements, which are approximately 6, 3 and 7 years, respectively, and have
a weighted average useful life of 5.8 years.
(e) On September 17, 2003, the Company signed a new agreement with its Belize customer for the
provision of water from a seawater desalination plant for an initial term of 23 years. The new
agreement was effective on June 1, 2004 after certain conditions precedent were met or waived.
The carrying amount of the Belize Water Production and Supply Agreement was revalued in 2003 to its
fair market value upon signing of the new agreement. The revised carrying amount which was
previously being amortized over its weighed average useful life of 10.75 years is now being
amortized over the term of the new 23-year agreement and now has a weighted average useful life of
23.0 years.
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11. Intangible assets (continued)
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Cost |
||||||||
Non-amortizable intangible asset
Management service agreement |
$ | 856,356 | $ | 856,356 | ||||
Amortizable intangible assets
DWEERTM distribution agreement |
337,149 | 337,149 | ||||||
Operations agreement with Sandy Lane |
104,050 | 104,050 | ||||||
Cayman water production and supply agreements |
4,385,496 | 4,385,496 | ||||||
Belize water production and supply agreement |
1,522,419 | 1,522,419 | ||||||
| 7,205,470 | 7,205,470 | |||||||
Accumulated amortization |
||||||||
DWEERTM distribution agreement |
(143,976 | ) | (94,613 | ) | ||||
Operations agreement with Sandy Lane |
(101,160 | ) | (66,476 | ) | ||||
Cayman water production and supply agreements |
(2,274,488 | ) | (1,494,847 | ) | ||||
Belize water production and supply agreement |
(194,345 | ) | (128,153 | ) | ||||
| (2,713,969 | ) | (1,784,089 | ) | |||||
Intangible assets, net |
$ | 4,491,501 | $ | 5,421,381 | ||||
Amortization for each of the next five years is as follows:
2006 |
$ | 820,943 | ||||||
2007 |
788,659 | |||||||
2008 |
639,249 | |||||||
2009 |
234,855 | |||||||
2010 |
154,327 | |||||||
Thereafter |
997,112 |
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Goodwill
As of January 1, 2002, the Company adopted SFAS No. 142 “Goodwill and Other Intangible Assets”, and
in accordance with this statement goodwill is not amortized, but is analyzed for impairment
annually.
The carrying amount of goodwill allocated to the reporting units for the years ended December 31,
2005 and 2004 are as follows:
| Retail | Bulk | Services | ||||||||||||||
| Segment | Segment | Segment | Total | |||||||||||||
Balance as of December 31, 2003 |
$ | 1,170,511 | $ | 2,136,524 | $ | 88,717 | $ | 3,395,752 | ||||||||
Goodwill acquired during the year |
— | 172,622 | — | 172,622 | ||||||||||||
Balance as of December 31, 2004 |
1,170,511 | 2,309,146 | 88,717 | 3,568,374 | ||||||||||||
Goodwill acquired during the year |
— | — | — | — | ||||||||||||
Balance as of December 31, 2005 |
$ | 1,170,511 | $ | 2,309,146 | $ | 88,717 | $ | 3,568,374 | ||||||||
In 2004, goodwill and intangible assets were adjusted by $172,622 due to a revaluation of the fair
market value of those assets.
The reporting segments are tested for impairment in the fourth quarter by comparing the fair value
of the reporting segments to the carrying value. The fair value is determined using discounted
cash flow methodology based on management’s best estimates for each segment. At December 31, 2005,
the Company’s impairment tests resulted in no impairment loss.
13. Dividends
Quarterly interim dividends were declared in respect of Class A common stock and redeemable
preferred stock as follows:
| 2005 | 2004 | 2003 | ||||||||||
March 31 |
$ | 0.0575 | $ | 0.0575 | $ | 0.0525 | ||||||
June 30 |
0.0600 | 0.0575 | 0.0525 | |||||||||
September 30 |
0.0600 | 0.0575 | 0.0525 | |||||||||
December 31 |
0.0600 | 0.0575 | 0.0525 | |||||||||
Dividends as stated have been adjusted for a 2 for 1 stock split in August, 2005.
Interim dividends for the first three quarters were paid during each respective year. The Board of
Directors declares the interim dividend for the fourth quarter in October of each year. These
quarterly interim dividends are subject to no further ratification and consequently the fourth
quarter interim dividends have been recorded as a liability in each respective year. Included in
dividends payable at December 31, 2005 are unclaimed dividends of $120,574 (2004: $120,174).
On August 25, 2005, the Company’s common stock began trading on a post-split 2 for 1 basis. The
stock split reduced the par value of the Company’s common stock to $0.60 from $1.20. The record
date was August 17, 2005. Certain prior year amounts have been adjusted to conform to the current
year’s presentation post-split. These adjustments have no impact on the net income of the Company.
66
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Long term debt
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Scotiabank $20,000,000 term loan bearing interest at an
annually adjusted floating rate of LIBOR plus 1.5% to 3.0%,
depending on the ratio of the Company’s consolidated debt to its
consolidated earnings before interest, taxes and depreciation;
payable in quarterly installments of $714,286 plus interest; due
February 6, 2010 (6.11% at December 31, 2005 and 3.68% at
December 31, 2004). |
$ | 12,142,858 | $ | 15,000,000 | ||||
Scotiabank $1,428,000 term loan bearing interest at 3-month
LIBOR plus 1.5%; payable in semi-annual installments of
$240,000 plus Interest; due December 31, 2007 (6.03% at
December 31, 2005 and 3.61% at December 31, 2004). |
228,000 | 708,000 | ||||||
Royal Bank of Canada loan bearing interest at LIBOR plus
1.75%; payable in quarterly installments of principal and
interest; due in 2007 (6.16% at December 31, 2005 and
3.11% at December 31, 2004). |
251,633 | 527,215 | ||||||
Royal Bank of Canada loan bearing interest at Nassau Prime
Lending Rate plus 1.5%; payable in quarterly installments of
principal and Interest; due in 2007 (7.00% at December 31, 2005
and 7.50% at December 31, 2004). |
228,051 | 354,155 | ||||||
Series A bonds bearing interest at the annual fixed rate of
7.5%; payable quarterly and maturing on June 30, 2015. |
10,000,000 | — | ||||||
Total long term debt |
22,850,542 | 16,589,370 | ||||||
Less current portion |
3,472,330 | 3,733,144 | ||||||
Long term debt, excluding current portion |
$ | 19,378,212 | $ | 12,856,226 | ||||
In addition to these facilities, as at December 31, 2005, the Company has available but unused
lines of credit with Scotiabank for $2,000,000, bearing interest at the floating base rate as
established by Cayman Islands Class A licensed banks from time to time, and with Royal Bank of
Canada for $500,000, bearing interest at the Nassau Prime Lending Rate plus 1.0%.
67
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. Long term debt (continued)
The Company has collateralized all borrowings under the Scotiabank term loan due February 6, 2010
and the $2,000,000 unused line of credit by providing Scotiabank with a first debenture over fixed
and floating assets, a first legal charge over land and buildings, a security interest in all
insurance policies and claims, a reimbursement agreement for standby letters of credit, a pledge of
capital stock of each subsidiary and guarantees and negative pledges from each company where a
majority interest exists.
The assets of Waterfields Company Limited have collateralized the two Royal Bank of Canada loans.
On July 1, 2005, Waterfields sold $10,000,000 Series A bonds solely to Bahamian citizens and
permanent resident investors in the Bahamas. The bonds mature on June 30, 2015, at which time the
outstanding principal amount must be paid in full. The bonds accrue interest at the annual fixed
rate of 7.5% of the outstanding principal amount and interest payments are payable to the
bondholders each year in March, June, September and December. Waterfields has the option to redeem
the bonds in whole or in part without penalty commencing after June 30, 2008.
The Company is in compliance with restrictive covenants associated with all its long term debt.
The aggregate capital repayment obligations over the next five years are as follows:
2006 |
$ | 3,472,330 | ||
2007 |
2,949,641 | |||
2008 |
2,857,144 | |||
2009 |
2,857,144 | |||
2010 |
714,283 | |||
Thereafter |
10,000,000 |
15. Share capital and additional paid in capital and stock split
Redeemable preferred stock (“preferred shares”) is issued under the Company’s Employee Share
Incentive Plan as discussed in Note 21 and carries the same voting and dividend rights as ordinary
shares of common stock (“ordinary share”). Preferred shares vest over four years and convert to
common stock on a share for share basis on the fourth anniversary of each grant date. Preferred
shares are only redeemable with the Company’s agreement. Upon liquidation, preferred shares rank
in preferred to the ordinary shares to the extent of the par value of the preferred shares and any
related additional paid in capital.
The Company has an Option Deed in place which is designed to deter coercive takeover tactics.
Pursuant to this plan, holders of ordinary shares and preferred shares were granted options which
entitle them to purchase 1/100 of a share of Class ‘B’ stock at an exercise price of $50.00 if a
person or group acquires or commences a tender offer for 20% or more of the Company’s ordinary
shares. Option holders (other than the acquiring person or group) will also be entitled to buy, for
the $37.50 exercise price, ordinary shares with a then market value of $100.00 in the event a
person or group actually acquires 20% or more of the Company’s ordinary shares. Options may be
redeemed at $0.01 under certain circumstances. 120,000 of the Company’s authorized but unissued
ordinary shares have been reserved for issue as Class ‘B’ stock. The Class ‘B’ stock has priority
over ordinary shares with respect to dividend and voting rights. No Class ‘B’ stock options have
been exercised or redeemed up to December 31,2005.
On August 25, 2005, the Company’s common stock began trading on a post-split 2 for 1 basis. The
stock split reduced the par value of the Company’s common stock to $0.60 from $1.20. The record
date was August 17, 2005. Certain prior year amounts have been adjusted to conform to the current
year’s presentation post-split. These adjustments have no impact on the net income of the Company.
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16. Expenses
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Cost of water sales consist of the following: |
||||||||||||
Water purchases |
$ | 93,433 | $ | 76,399 | $ | 263,586 | ||||||
Depreciation |
2,033,464 | 1,945,476 | 1,586,217 | |||||||||
Amortization of intangible assets |
929,880 | 926,739 | 954,804 | |||||||||
Employee costs |
2,857,676 | 2,906,249 | 2,351,727 | |||||||||
Fuel oil |
2,244,204 | 1,536,780 | 639,434 | |||||||||
Royalties |
930,602 | 868,324 | 781,632 | |||||||||
Electricity |
3,015,037 | 2,586,723 | 2,499,695 | |||||||||
Insurance |
670,339 | 516,133 | 403,944 | |||||||||
Maintenance |
2,063,985 | 1,712,673 | 1,209,391 | |||||||||
Other direct costs |
994,188 | 596,217 | 550,018 | |||||||||
| $ | 15,832,808 | $ | 13,671,713 | $ | 11,240,448 | |||||||
General and administrative expenses
consist of the following: |
||||||||||||
Employee costs |
$ | 2,230,891 | $ | 2,475,511 | $ | 1,904,454 | ||||||
Depreciation |
104,911 | 122,932 | 112,923 | |||||||||
Professional fees |
1,328,272 | 961,851 | 341,246 | |||||||||
Insurance |
368,172 | 287,068 | 234,968 | |||||||||
Directors’ fees and expenses |
515,546 | 348,439 | 164,794 | |||||||||
Maintenance |
84,914 | 28,086 | 165,864 | |||||||||
Other indirect costs |
1,512,505 | 914,295 | 851,108 | |||||||||
| $ | 6,145,211 | $ | 5,138,182 | $ | 3,775,357 | |||||||
69
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Earnings per share
Basic earnings per common share (“EPS”) is calculated by dividing net income available to common
stockholders by the weighted average number of common shares outstanding during the period. The
computation of diluted EPS assumes the issuance of common shares for all potential common shares
outstanding during the reporting period. In addition, the dilutive effect of stock options is
considered in earnings per common share calculations, if dilutive, using the treasury stock method.
The following summarizes information related to the computation of basic and diluted earnings per
share for the three years ended December 31, 2005
| 2005 | 2004 | 2003 | ||||||||||
Net income |
$ | 5,514,258 | $ | 6,197,383 | $ | 4,177,081 | ||||||
Less: |
||||||||||||
Dividends paid and earnings attributable on
preferred shares |
(9,128 | ) | (7,751 | ) | (5,706 | ) | ||||||
Net income available to common shares in the
determination of basic earnings per ordinary share |
$ | 5,505,130 | $ | 6,189,632 | $ | 4,171,375 | ||||||
Weighted average number of common shares
in the determination of basic earnings per
ordinary share |
11,767,573 | 11,474,264 | 9,834,366 | |||||||||
Plus: |
||||||||||||
Weighted average number of preferred
shares outstanding during the year |
27,757 | 27,148 | 39,208 | |||||||||
Potential dilutive effect of unexercised options |
366,077 | 257,598 | 201,486 | |||||||||
Weighted average number of shares used for
determining diluted earnings per ordinary share |
12,161,407 | 11,759,010 | 10,075,060 | |||||||||
18. Segment information
Due to acquisitions, management changed the Company’s internal organizational structure to
effectively assimilate the business activities of the acquired companies. Consequently, management
no longer considers it appropriate to report separate business segments based on geographical
location. Under Statement of Financial Accounting Standards No. 131, “Disclosure about Segments of
an Enterprise and Related Information”, management now considers; (i) the operations to supply
water to retail customers, (ii) the operations to supply water to bulk customers, and (iii) the
provision of engineering and management services, as separate business segments.
Included in our Bulk segment is our proportional share of results of operations, property, plant
and equipment and total assets of Ocean Conversion (BVI) Ltd. An adjustment has been made in
Reconciliation to adjust the Company’s interest in its investment under the equity method of
accounting.
Also included in Reconciliation are corporate expenses that do not directly relate to any specific
operating segment.
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CONSOLIDATED WATE CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Segment information (continued)
| At December 31 and for the year then ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | Bulk | Services | Reconciliation | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||||||||||||||||||||||||||||||
Water sales |
13,372,103 | 12,089,491 | 10,918,151 | 15,083,138 | 13,294,615 | 9,130,741 | 1,090,664 | 888,848 | 1,090,293 | (3,358,700 | ) | (2,991,541 | ) | (2,084,980 | ) | 26,187,205 | 23,281,413 | 19,054,205 | ||||||||||||||||||||||||||||||||||||||||||
Other income
(expense) |
138,493 | 217,140 | (297,793 | ) | (633,203 | ) | (590,985 | ) | (420,445 | ) | (116,426 | ) | (90,075 | ) | (51,694 | ) | 1,886,294 | 1,680,790 | 952,680 | 1,275,158 | 1,216,870 | 182,748 | ||||||||||||||||||||||||||||||||||||||
Other income includes: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest revenue |
95,404 | 15,796 | 11,597 | 201,088 | 90,596 | 89,679 | — | — | 197 | (88,117 | ) | (24,832 | ) | (19,139 | ) | 208,375 | 81,560 | 82,334 | ||||||||||||||||||||||||||||||||||||||||||
Interest expense |
112 | — | 422,510 | 441,493 | 349,693 | 368,462 | 120,566 | 88,532 | 99,281 | 323,457 | 244,519 | 273,384 | 885,628 | 682,744 | 1,163,637 | |||||||||||||||||||||||||||||||||||||||||||||
Cost of water sales |
5,369,550 | 5,250,372 | 4,972,300 | 11,139,715 | 8,878,939 | 6,484,560 | 631,149 | 623,116 | 491,593 | (1,307,606 | ) | (1,080,714 | ) | (708,005 | ) | 15,832,808 | 13,671,713 | 11,240,448 | ||||||||||||||||||||||||||||||||||||||||||
General and
Administrative |
5,320,301 | 4,300,916 | 2,684,216 | 1,144,402 | 1,123,086 | 1,166,640 | 52,867 | 50,929 | 194,425 | (372,359 | ) | (336,749 | ) | (269,924 | ) | 6,145,211 | 5,138,182 | 3,775,357 | ||||||||||||||||||||||||||||||||||||||||||
Net insurance
recovery |
— | 591,404 | — | — | — | — | — | — | — | — | — | — | — | 591,404 | — | |||||||||||||||||||||||||||||||||||||||||||||
Cost of water sales
and general and
administrative
expenses include: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation |
946,926 | 841,562 | 1,077,609 | 1,506,851 | 1,542,093 | 835,315 | 9,767 | 8,439 | 5,105 | (307,066 | ) | (312,619 | ) | (218,889 | ) | 2,156,478 | 2,079,475 | 1,699,140 | ||||||||||||||||||||||||||||||||||||||||||
Amortization |
— | — | — | 845,834 | 842,693 | 877,761 | 84,046 | 84,046 | 77,043 | — | — | — | 929,880 | 926,739 | 954,804 | |||||||||||||||||||||||||||||||||||||||||||||
Income tax
expense/(benefit) |
— | — | — | — | — | — | 2,146 | (30,150 | ) | (23,743 | ) | — | — | — | 2,146 | (30,150 | ) | (23,743 | ) | |||||||||||||||||||||||||||||||||||||||||
Net income |
2,820,745 | 3,346,747 | 2,963,842 | 2,187,170 | 2,645,635 | 1,038,772 | 292,368 | 94,578 | 328,838 | 213,975 | 110,423 | (154,371 | ) | 5,514,258 | 6,197,383 | 4,177,081 | ||||||||||||||||||||||||||||||||||||||||||||
Property, plant and
equipment, net |
20,640,807 | 18,090,702 | 19,164,702 | 10,610,163 | 10,835,142 | 11,657,108 | 2,809,874 | 11,998 | 14,095 | (1,393,229 | ) | (1,719,253 | ) | (1,802,112 | ) | 32,667,615 | 27,218,589 | 29,033,793, | ||||||||||||||||||||||||||||||||||||||||||
Construction in
progress |
166,924 | 890,849 | 536,485 | 12,887,219 | 850,636 | 297,662 | — | 5,879 | — | (881,741 | ) | (104,551 | ) | (205,643 | ) | 12,172,402 | 1,642,813 | 628,504 | ||||||||||||||||||||||||||||||||||||||||||
Total assets |
54,209,101 | 48,205,461 | 45,028,169 | 33,839,026 | 22,734,565 | 22,224,004 | 4,653,788 | 3,696,868 | 4,255,510 | (4,336,724 | ) | (3,811,845 | ) | (2,945,557 | ) | 88,365,191 | 70,825,049 | 68,562,126 | ||||||||||||||||||||||||||||||||||||||||||
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CONSOLIDATED WATE CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. Segment information (continued)
Revenues from the Cayman Island operations were $19,931,745 in 2005 (2004: $17,514,609 and 2003:
$15,541,455). Revenues from all foreign country operations were $6,255,460 in 2005 (2004:
$5,766,804 and 2003: $3,512,750). Included in the revenues from foreign countries is $4,735,016 in
2005 (2004: $4,374,135 and 2003: $1,869,077) from the operations in Bahamas, $1,109,743 in 2005
(2004: $990,039 and 2003: $1,245,744) from our operations in Belize and $410,701 in 2005 (2004:
$402,631 and 2003: $397,929) from our operations in Barbados.
For the year ended December 31, 2005, revenues in the amount of $6,020,125 (2004: $5,066,004 and
2003: $4,022,544) were earned from one customer and revenues in the amount of $4,594,570 in 2005
(2004: $4,247,031 and 2003: $1,777,698) were earned from another customer. These revenues are
included in the Bulk segment.
During the year ended December 31, 2005, revenues which were earned in the Service segment from the
Bulk segment through various management service agreements and an engineering service agreement
amounted to $1,357,784 (2004: $867,995 and 2003: $1,038,435). Any intercompany amounts included in
this amount have been eliminated in accordance with the basis of consolidation.
At December 31, 2005 and 2004, property, plant and equipment located in the Cayman Islands was
$22,803,620 and $18,588,073, respectively. Property, plant and equipment in all the foreign country
operations was $9,863,995 and $10,273,329 at December 31, 2005 and 2004, respectively. Included in
property, plant and equipment from foreign operations is $7,830,973 in 2005 and $8,509,679 in 2004,
from the operations in Bahamas and $1,109,743 in 2005 and $1,756,381 in 2004 from our operations in
Belize.
19. Related party transactions
On May 25, 2005, the Company entered into a loan agreement with an affiliate of the Company, OCBVI
pursuant to which the Company has agreed to loan up to $3.0 million for the design and construction
of a 500,000 Imperial gallon per day seawater desalination plant in Tortola, British Virgin
Islands.
On May 25, 2005, OCBVI entered into a twenty five year lease agreement with Bar Bay Estate Holdings
Limited (“Bar Bay”), a private company incorporated in the Territory of the British Virgin Islands,
pursuant to which OCBVI agreed to lease from Bar Bay approximately 50,000 square feet of land on
Tortola, British Virgin Islands on which the above mentioned seawater desalination plant and wells
will be constructed. Under the terms of the lease agreement, a lease premium payment of $750,000
was made on June 10, 2005, annual lease and easement payments of $15,020 are due annually and
royalty payments of 2.87% of annual sales are payable quarterly.
A Director of Sage Water Holdings (BVI) Limited, the latter which currently owns 100% of the
non-voting stock, 50% of the voting common stock and 50% of the profit sharing rights of OCBVI, is
also a Director of OCBVI and holds 50% of the outstanding shares of Bar Bay.
A professional service firm, of which a director is an ex-partner, provided professional services
during the year ended December 31, 2005 for which it charged $6,383 (2004:$29,730;2003: $200,685).
As at December 31, 2005, the amounts receivable from Ocean Conversion (BVI) Ltd. relating to
revenue earned of $679,963 (2004: $486,271) was $180,196 (2004: $232,971).
20. Commitments
The Company leased a premise in the Cayman Islands for a period of three years from February 1,
2005 to January 31, 2008 at approximately $119,000 per annum. On March 4, 2005, the Company
exercised its right to terminate this lease and this lease was terminated on March 26, 2005.
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CONSOLIDATED WATE CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. Commitments (continued)
On April 1, 2005, the Company signed a lease for approximately 5,451 square feet of office space at
the Regatta Business Park, West Bay Road, Grand Cayman, Cayman Islands. The term of the lease is
three years at $196,240 per annum and upon expiration may be renewed at our option for a further
three-year period.
On July 25, 2005, the Company entered into a lease agreement with KTR Quorum LLC (“KTR”), pursuant
to which it’s wholly owned subsidiary Aquilex, Inc. agreed to lease from KTR approximately 7,142
square feet of office and warehouse space in Deerfield Beach, Florida for a period of five years.
The aggregate total of the monthly rental payments over the five-year period will be approximately
$492,000.
Aquilex has been formed to provide financial, engineering and supply chain management support
services to certain operating segments of the Company.
The Company is obligated to supply water, where feasible, to customers in the Cayman Islands within
its licence area in accordance with the terms of the licence. Royalties are paid to the Government
of the Cayman Islands at the rate of 7.5% of gross water sales.
The Company has six water supply agreements under which it is required to provide minimum water
quantities.
As part of the acquisition of the Company’s interests in Ocean Conversion (Cayman) Limited, with
the approval of Scotiabank (Cayman Islands) Ltd., the Company has guaranteed the performance of
Ocean Conversion (Cayman) Limited to the Cayman Islands government, pursuant to the water supply
contract with the Water Authority-Cayman dated April 25, 1994, as amended.
The Company has guaranteed to Scotiabank 50% of the Ocean Conversion (BVI) Ltd. loan in the
original amount of $880,056. At December 31, 2005 the outstanding balance of this loan was
$255,000 and is collateralized by other assets of Ocean Conversion (BVI) Ltd.
On May 25, 2005, the Company entered into a loan agreement with an affiliate of the Company, OCBVI
pursuant to which the Company has agreed to loan up to $3.0 million for the design and construction
of a 500,000 Imperial gallon per day seawater desalination plant in Tortola, British Virgin
Islands.
As a result of the Company’s acquisition of interests in Waterfields Company Limited, it guaranteed
the performance of Waterfields Company Limited to the Water & Sewerage Corporation of the Bahamas
in relation to the water supply contract between Waterfields Company Limited and the Water &
Sewerage Corporation.
Through performance and operation bonds, the Royal Bank of Canada, Nassau, has made guarantees in
the amount of $3,910,775 to WSC that the Company shall duly perform and observe all terms and
provisions pursuant to contracts between the parties. In the event of default, the Royal Bank of
Canada, Nassau, shall satisfy and discharge any damages sustained by WSC up to the guaranteed
amount. The Company has guaranteed reimbursement to the bank for any payments made thereon.
21. Stock compensation
The Company has various stock compensation plans that form part of employees’ remuneration. Stock
compensation expense of $256,032 in 2005 (2004: $155,388; 2003: $138,750) is recorded in accordance
with APB Opinion No. 25 and included within employee costs. Had compensation cost for the
Company’s stock based compensation plans been determined on the fair value at the grant dates for
award under those plans consistent with the method of SFAS 123, the Company’s net income and
earnings per shares would have been the pro forma amounts below:
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CONSOLIDATED WATE CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. Stock compensation (continued)
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Net income — as reported |
$ | 5,514,258 | $ | 6,197,383 | $ | 4,177,081 | ||||||
Net income — pro forma |
$ | 5,439,982 | $ | 6,136,425 | $ | 3,365,684 | ||||||
Earnings per share: |
||||||||||||
Basic — as reported |
$ | 0.47 | $ | 0.54 | $ | 0.42 | ||||||
Basic — pro forma |
$ | 0.46 | $ | 0.53 | $ | 0.34 | ||||||
Diluted — as reported |
$ | 0.45 | $ | 0.53 | $ | 0.41 | ||||||
Diluted — pro forma |
$ | 0.45 | $ | 0.52 | $ | 0.33 | ||||||
In calculating the fair value for these options under SFAS 123 the Black-Scholes model was used
with the following weighted average assumptions:
| 2005 | 2004 | 2003 | ||||||||||
Exercise price |
$ | 19.52 | $ | 12.14 | $ | 9.80 | ||||||
Grant date market value |
$ | 15.42 | $ | 10.15 | $ | 9.75 | ||||||
Risk free interest rate |
3.79 | % | 2.65 | % | 2.37 | % | ||||||
Expected life |
2.49 years | 2.82 years | 3.22 years | |||||||||
Expected volatility |
30.81 | % | 36.28 | % | 35.55 | % | ||||||
Expected dividend yield |
1.22 | % | 1.90 | % | 2.16 | % | ||||||
Employee Share Incentive Plan (Preferred Shares)
The Company awards preferred shares for $nil consideration under the Employee Share Incentive Plan as part of compensation for certain eligible employee, excluding Directors and Officers, that require future services as a condition to the delivery of ordinary shares. In addition, options are granted to purchase preferred shares at a fixed price, determined annually, which will typically represent a discount to the market value of the common stock. In consideration for preferred shares, the Company issues shares of common stock on a share for share basis. Under the plan, the conversion is conditional on the grantee’s satisfying requirements outlined in the award agreements. Preferred shares are only redeemable with the Company’s approval.
The Company awards preferred shares for $nil consideration under the Employee Share Incentive Plan as part of compensation for certain eligible employee, excluding Directors and Officers, that require future services as a condition to the delivery of ordinary shares. In addition, options are granted to purchase preferred shares at a fixed price, determined annually, which will typically represent a discount to the market value of the common stock. In consideration for preferred shares, the Company issues shares of common stock on a share for share basis. Under the plan, the conversion is conditional on the grantee’s satisfying requirements outlined in the award agreements. Preferred shares are only redeemable with the Company’s approval.
The details of preferred shares and preferred share options granted and exercised under the
Employee Share Incentive Plan are as follows:
| Year of | Options | Options | ||||||||||||||||||
| Grant | Granted | Strike Price | Exercised | Expired | ||||||||||||||||
Preferred shares |
2003 | 5,986 | $nil | N/A | N/A | |||||||||||||||
| 2004 | 3,920 | $nil | N/A | N/A | ||||||||||||||||
| 2005 | 5,544 | $nil | N/A | N/A | ||||||||||||||||
Preferred share options |
2003 | 5,986 | $ | 4.48 | 1,688 | 4,298 | ||||||||||||||
| 2004 | 3,920 | $ | 6.73 | 1,528 | 2,392 | |||||||||||||||
| 2005 | 5,544 | $ | 9.16 | 3,100 | 2,444 | |||||||||||||||
Each employee’s option to purchase preferred shares must be exercised within 30 days of the grant
date, which is the 90th day after the date of the auditor’s opinion on the financial
statements for the relevant year.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. Stock compensation (continued)
Employee Share Option Plan (Common Stock Options)
In 2001, the Company introduced an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase ordinary shares. The price at which the option may be exercised will be the closing market price on the grant date, which is the 90th day after the date of the auditor’s opinion on the financial statements for the relevant year. The number of options each employee is granted is equal to five times the sum of (i) the number of preferred shares which that employee receives for $nil consideration and (ii) the number of preferred share options which that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the thirtieth day after the fourth anniversary of the grant date.
In 2001, the Company introduced an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase ordinary shares. The price at which the option may be exercised will be the closing market price on the grant date, which is the 90th day after the date of the auditor’s opinion on the financial statements for the relevant year. The number of options each employee is granted is equal to five times the sum of (i) the number of preferred shares which that employee receives for $nil consideration and (ii) the number of preferred share options which that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the thirtieth day after the fourth anniversary of the grant date.
Non-Executive Directors’ Share Plan
In 1999, the Company introduced a stock grant plan, which forms part of Directors’ remuneration. Under the plan, Directors receive a combination of cash and common stock in consideration of remuneration for their participation in Board meetings. All Directors are eligible except Executive Officers, who are covered by individual employment contracts, and the Government elected board member. The number of common stock granted is calculated with reference to a strike price that is set on October 1 of the year preceding the grant. Stock granted during the year ended December 31, 2005 totaled 8,970 (2004: 9,260) at a strike price of $11.98 (2004: $8.88).
In 1999, the Company introduced a stock grant plan, which forms part of Directors’ remuneration. Under the plan, Directors receive a combination of cash and common stock in consideration of remuneration for their participation in Board meetings. All Directors are eligible except Executive Officers, who are covered by individual employment contracts, and the Government elected board member. The number of common stock granted is calculated with reference to a strike price that is set on October 1 of the year preceding the grant. Stock granted during the year ended December 31, 2005 totaled 8,970 (2004: 9,260) at a strike price of $11.98 (2004: $8.88).
Directors and Senior Management Stock Compensation
Effective January 1, 2004, the option plan for senior management was amended as part of renegotiations of employee contracts. The amended contracts terminated the stock option plans for all years commencing from January 1, 2004. The 2003 stock option exercise price was set at the market price on December 31, 2003.
Effective January 1, 2004, the option plan for senior management was amended as part of renegotiations of employee contracts. The amended contracts terminated the stock option plans for all years commencing from January 1, 2004. The 2003 stock option exercise price was set at the market price on December 31, 2003.
The following table summarizes information about the Company’s stock option plans as of December
31, 2005, 2004 and 2003, and changes during the years ended on those dates.
| 2005 | 2004 | 2003 | ||||||||||||||||||||||
| Exercise | Exercise | Exercise | ||||||||||||||||||||||
| Shares | price | Shares | price | Shares | price | |||||||||||||||||||
Outstanding at beginning of year |
848,402 | $ | 7.51 | 958,836 | $ | 6.98 | 789,060 | $ | 5.01 | |||||||||||||||
Granted |
13,974 | $ | 15.42 | 12,400 | $ | 10.15 | 366,980 | $ | 9.75 | |||||||||||||||
Exercised |
(250,622 | ) | $ | 5.35 | (120,442 | ) | $ | 3.59 | ( 192,906 | ) | $ | 4.26 | ||||||||||||
Forfeited |
(11,104 | ) | $ | 5.61 | (2,392 | ) | $ | 6.73 | (4,298 | ) | $ | 4.48 | ||||||||||||
Outstanding at end of year |
600,650 | $ | 8.63 | 848,402 | $ | 7.51 | 958,836 | $ | 6.98 | |||||||||||||||
Exercisable at end of year |
526,860 | $ | 8.52 | 737,832 | $ | 7.64 | 856,746 | $ | 7.07 | |||||||||||||||
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. Stock compensation (continued)
The following table summarizes the weighted average grant date fair value of options during the
year:
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Options granted with an exercise price below market price on the date of grant: |
||||||||||||
Employees — preferred shares |
$ | 10.35 | $ | 6.26 | $ | 2.74 | ||||||
Overall weighted average |
$ | 10.35 | $ | 6.26 | $ | 2.74 | ||||||
Options granted with an exercise price at market price on the date of grant: |
||||||||||||
Management employees |
$ | — | $ | — | $ | 2.35 | ||||||
Employees — ordinary share options |
$ | 5.39 | $ | 3.33 | $ | 2.06 | ||||||
Overall weighted average |
$ | 5.39 | $ | 3.33 | $ | 2.33 | ||||||
Summary of options outstanding at December 31, 2005
At December 31, 2005, the range of exercise prices on outstanding options was $5.97 — $10.03.
Accordingly the following information is presented on options outstanding, which are all
exercisable, at December 31,2005:
| Exercise | ||
| prices from | ||
| $5.97 - $10.03 | ||
Number of options outstanding at December 31, 2005 |
526,860 | |
Weighted average exercise price |
$ 8.52 | |
Weighted average remaining contractual price |
0.75 years |
The weighted average fair value per share under SFAS No. 123 for shares granted during the year
below market price on the date of grant follows:
| 2005 | 2004 | 2003 | ||||||||||||||||||||||
| Exercise | Exercise | Exercise | ||||||||||||||||||||||
| Number | price | Number | price | Number | price | |||||||||||||||||||
Overall weighted average |
14,484 | $ | 18.43 | 12,572 | $ | 11.56 | 22,934 | $ | 7.26 | |||||||||||||||
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22. Taxation
Under current laws of the Cayman Islands, there are no income, estate, corporation, capital gains
or other taxes payable by the Company on its Cayman Islands operations.
Under the current laws of Belize, the Company has received a tax exemption with respect to its
Belize operations. The exemption expires in January 2006 and there is no certainty it will be
renewed. However, if not renewed there would be no impact to the Company as any taxes paid will be
passed through to the customer through a rate change.
Under current laws of The Commonwealth of The Bahamas, there are no income, corporation, capital
gains or other taxes payable by the Company. The Company is required to pay an annual business
license fee, the calculation of which is based on the preceding year’s financial statements, and
such fees are payable between January and April of the subsequent year.
Under the current laws of Barbados, the Company’s Barbados operations are subject to a 40% Barbados
corporate tax and all dividend payments and non-tax treaty supplier payments are subject to a
Barbados withholding tax of 15%. As at December 31, 2005 and 2004, the Company has not recorded
any deferred tax asset or liability as management believes that such items would be, if any,
immaterial to the financial statements.
A substantial majority of the net income of the Company is currently not subject to taxation. The
overall net tax expense is less than 1%, which is attributable to continuing operations in
Barbados. There are no significant permanent reconciling items.
For the year ended December 31, 2005, total income before income taxes and minority interest was
$5,484,344.
Income before income taxes for domestic operations was $2,947,295 in 2005 (2004: $4,245,866 and
2003: $3,018,542) and income before taxes for all the foreign country operations was $2,569,109 in
2005 (2004: $1,981,667 and 2003: $1,182,282).
23. Pension benefits
Staff pension plans are offered to all employees in the Cayman Islands. The plans are administered
by third party pension plan providers and are defined contribution plans whereby the Company
matches the contribution of the first 5% of each participating employee’s salary up to $72,000.
The total amount recognized as an expense under the plan during the year ended December 31, 2005
was $146,241 (2004: $145,234; 2003: $119,800).
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24. Financial instruments
Credit risk:
The Company is not exposed to significant credit risk on the vast majority of customer accounts as the policy is to cease supply of water to customers’ accounts that are more than 45 days overdue. The Company’s exposure to credit risk is concentrated on receivables from its Bulk water customers. The balances from these customers are current or an allowance has been made for collection as at December 31, 2005. Management does not anticipate any losses on these concentrations.
The Company is not exposed to significant credit risk on the vast majority of customer accounts as the policy is to cease supply of water to customers’ accounts that are more than 45 days overdue. The Company’s exposure to credit risk is concentrated on receivables from its Bulk water customers. The balances from these customers are current or an allowance has been made for collection as at December 31, 2005. Management does not anticipate any losses on these concentrations.
Interest rate risk:
The interest rates and terms of the Company’s loans are presented in Note 14 of these financial statements. The Company is subject to interest rate risk to the extent that the LIBOR or Nassau Prime Lending rates change.
The interest rates and terms of the Company’s loans are presented in Note 14 of these financial statements. The Company is subject to interest rate risk to the extent that the LIBOR or Nassau Prime Lending rates change.
Foreign exchange risk:
All relevant foreign currencies have fixed exchange rates to the United States dollar as detailed under the foreign currency accounting policy note. If any of these fixed exchange rates become floating exchange rates, the Company’s results of operations could be adversely affected.
All relevant foreign currencies have fixed exchange rates to the United States dollar as detailed under the foreign currency accounting policy note. If any of these fixed exchange rates become floating exchange rates, the Company’s results of operations could be adversely affected.
Fair values:
At December 31, 2005 and 2004, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other liabilities and dividends payable approximate fair values due to the short term maturities of these assets and liabilities. Management considers that the carrying amounts for loans receivable and long term debt due to Scotiabank, the Royal Bank of Canada and Series A bond holders at December 31, 2005 approximate their fair value.
At December 31, 2005 and 2004, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other liabilities and dividends payable approximate fair values due to the short term maturities of these assets and liabilities. Management considers that the carrying amounts for loans receivable and long term debt due to Scotiabank, the Royal Bank of Canada and Series A bond holders at December 31, 2005 approximate their fair value.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
25. Non-cash transactions
The Company executed the following non-cash transactions:
| 2005 | 2004 | 2003 | ||||||||||
Redemption of preferred shares and issue of
replacement common shares at $nil consideration |
$ | 2,509 | $ | 2,866 | $ | 11,974 | ||||||
Preferred shares issued to employees at $nil
consideration |
$ | 3,326 | $ | 2,352 | $ | 3,592 | ||||||
Redemption of preferred shares at $nil consideration |
— | — | (162 | ) | ||||||||
Common stock issued under the Non-executive
Directors Share Plan at $nil consideration |
150,716 | 95,568 | 102,602 | |||||||||
Common stock issued under senior management
employment agreements in lieu of cash bonuses |
145,040 | — | — | |||||||||
Common stock issued under senior management
employment agreements at $nil consideration |
— | — | 28,715 | |||||||||
Additional paid in capital from exercise of stock
options |
52,744 | — | 37,500 | |||||||||
| $ | 351,826 | $ | 97,920 | $ | 172,247 | |||||||
Addition of common stock and additional paid-in
capital from issuance of shares in the acquisition |
$ | — | $ | — | $ | 2,291,711 | ||||||
Dividends declared but not paid |
$ | 828,709 | $ | 783,854 | $ | 686,118 | ||||||
26. Impact of recent accounting standards pronouncements
The Financial Accounting Standards Board issued one interpretation and three standards that
affect the Company. A summary of this interpretation and these standards are given below:
In December 2004, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46R,
“Consolidation of Variable Interest Entities” which replaces FASB Interpretation No. 46. This
interpretation addresses the consolidation by business enterprises of variable interest entities,
which have one or more of the characteristics defined in the Interpretation. Application of this
Interpretation is required in financial statements of public entities that have interests in
variable interest entities for periods ending after December 15, 2003. Application by public
entities is required in financial statements for periods ending after March 15, 2004. The
interpretation is intended to achieve more consistent application of consolidated policies to
variable interest entities or disclose information about variable interest entities in which
consolidation does not occur to help users assess the enterprises risks. The application of this
Interpretation did not have a material effect on the Company’s financial statements.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
26. Impact of recent accounting standards pronouncements (continued)
In December 2004, the FASB revised SFAS No. 123, “Accounting for Stock Based Compensation”, with
the issuance of SFAS No. 123 (revised 2004), “Share-Based Payment”. SFAS No. 123R eliminates the
alternative to use Opinion 25’s intrinsic value method of accounting and requires the Company to
measure the cost of employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the reward. That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award. The Company is
required to adopt SFAS No. 123R in the first quarter of 2006. The application of this standard is
not expected to have a material effect on the Company’s financial statements.
In March 2005, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 47,
“Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No.
143” (“FIN 47”). This Interpretation is not expected to have an effect on the Company’s financial
statements.
In May 2005, the FASB issued SFAS No. 154, “Accounting for Changes and Error Corrections”, a
replacement of APB Opinion No. 20 and SFAS No.3. The application of this standard is not expected
to have an effect on the Company’s financial statements.
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial
Instruments — an amendment of FASB Statements No. 133 and 140”. The application of this standard
is not expected to have an effect on the Company’s financial statements.
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Report of Independent Registered Public Accounting Firm
The Board of Directors
Ocean Conversion (BVI) Ltd.
Ocean Conversion (BVI) Ltd.
We have audited the accompanying consolidated balance sheet of Ocean Conversion (BVI) Ltd. and its
subsidiary (the “Company”) as of December 31, 2005,
and the related consolidated statements of
income, stockholders’ equity and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal controls over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material aspects, the financial position of Ocean Conversion (BVI) Ltd. and subsidiary as of
December 31, 2005, and the results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of America.
Rachlin Cohen & Holtz LLP
Fort Lauderdale, Florida
March 8, 2006
Fort Lauderdale, Florida
March 8, 2006
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Independent Auditors’ Report
The Board of Directors
Ocean Conversion (BVI) Ltd.:
Ocean Conversion (BVI) Ltd.:
We have audited the accompanying consolidated balance sheets of Ocean Conversion (BVI) Ltd. and its
subsidiary (the “Company”) as of December 31, 2004 and 2003 and the related consolidated statements
of income, stockholders’ equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards as established by
the Auditing Standards Board (United States) and in accordance with the auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged to perform, an
audit of its internal controls over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express
no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material aspects, the financial position of Ocean Conversion (BVI) Ltd. and its subsidiary as at
December 31, 2004 and 2003, and the results of their operations and cash flows for the years then
ended, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG
George Town, Cayman Islands
April 15, 2005
April 15, 2005
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OCEAN CONVERSION (BVI) LTD.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 and 2004
(Expressed in United States Dollars)
| 2005 | 2004 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 944,574 | $ | 1,291,121 | ||||
Accounts receivable |
3,418,922 | 2,874,989 | ||||||
Deferred fees |
3,837 | 11,401 | ||||||
Inventory |
344,348 | 349,826 | ||||||
Prepaid expenses and other assets |
24,717 | 24,722 | ||||||
Total current assets |
4,736,398 | 4,552,059 | ||||||
Property, plant and equipment, net |
3,200,618 | 3,949,583 | ||||||
Construction in progress |
2,025,594 | 240,181 | ||||||
Total assets |
$ | 9,962,610 | $ | 8,741,823 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable and other liabilities |
$ | 1,114,094 | $ | 835,589 | ||||
Current portion of long term debt |
255,000 | 250,000 | ||||||
Total current liabilities |
1,369,094 | 1,085,589 | ||||||
Profit sharing provision |
1,508,714 | 1,409,078 | ||||||
Long term
debt, including $800,000 to affiliates in 2005 |
800,000 | 255,000 | ||||||
Minority interest in JVD Ocean Desalination Ltd. |
33,265 | 18,526 | ||||||
Total liabilities |
3,711,073 | 2,768,193 | ||||||
Commitments |
— | — | ||||||
Stockholders’ equity |
||||||||
Class A, voting shares, $1 par value. Authorized 600,000 shares: |
||||||||
issued and outstanding 555,000 shares in 2005 and 2004 |
555,000 | 555,000 | ||||||
Class B, voting shares, $1 par value. Authorized 600,000 shares: |
||||||||
issued and outstanding 555,000 shares in 2005 and 2004 |
555,000 | 555,000 | ||||||
Class C, non-voting shares, $1 par value. Authorized 600,000 shares: |
||||||||
issued and outstanding 165,000 in 2005 and 2004 |
165,000 | 165,000 | ||||||
Additional paid-in capital |
225,659 | 225,659 | ||||||
Retained earnings |
4,750,878 | 4,472,971 | ||||||
Total stockholders’ equity |
6,251,537 | 5,973,630 | ||||||
Total liabilities and stockholders’ equity |
$ | 9,962,610 | $ | 8,741,823 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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OCEAN CONVERSION (BVI) LTD.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2005, 2004 and 2003
(Expressed in United States Dollars)
| 2005 | 2004 | 2003 | ||||||||||
Water sales |
$ | 7,715,827 | $ | 6,872,366 | $ | 4,819,605 | ||||||
Cost of water sales |
(3,003,920 | ) | (2,475,304 | ) | (2,110,066 | ) | ||||||
Gross profit |
4,711,907 | 4,397,062 | 2,709,539 | |||||||||
General and administrative expenses |
(1,818,229 | ) | (1,642,862 | ) | (1,046,186 | ) | ||||||
Income from operations |
2,893,678 | 2,754,200 | 1,663,353 | |||||||||
Other income (expense) |
||||||||||||
Interest income |
202,428 | 57,081 | 103,225 | |||||||||
Interest expense |
(62,150 | ) | (31,557 | ) | (28,378 | ) | ||||||
Other income |
111 | — | — | |||||||||
| 140,389 | 25,524 | 74,847 | ||||||||||
Income before minority interest |
3,034,067 | 2,779,724 | 1,738,200 | |||||||||
Minority interest |
(14,739 | ) | (8,526 | ) | — | |||||||
Net income |
$ | 3,019,328 | $ | 2,771,198 | $ | 1,738,200 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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OCEAN CONVERSION (BVI) LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2005, 2004 and 2003
(Expressed in United States Dollars)
| Additional | Total | |||||||||||||||||||
| Common stock | paid-in | Retained | stockholders’ | |||||||||||||||||
| Shares | Dollars | capital | earnings | equity | ||||||||||||||||
Balance at January 1, 2003 |
1,230,000 | $ | 1,230,000 | $ | 165,200 | $ | 2,704,823 | $ | 4,100,023 | |||||||||||
Issuance of Class C stock |
45,000 | 45,000 | 60,459 | — | 105,459 | |||||||||||||||
Net income |
— | — | — | 1,738,200 | 1,738,200 | |||||||||||||||
Dividends declared |
— | — | — | (1,593,750 | ) | (1,593,750 | ) | |||||||||||||
Balance at December 31, 2003 |
1,275,000 | 1,275,000 | 225,659 | 2,849,273 | 4,349,932 | |||||||||||||||
Net income |
— | — | — | 2,771,198 | 2,771,198 | |||||||||||||||
Dividends declared |
— | — | — | (1,147,500 | ) | (1,147,500 | ) | |||||||||||||
Balance at December 31, 2004 |
1,275,000 | 1,275,000 | 225,659 | 4,472,971 | 5,973,630 | |||||||||||||||
Net income |
— | — | — | 3,019,328 | 3,019,328 | |||||||||||||||
Dividends declared |
— | — | — | (2,741,421 | ) | (2,741,421 | ) | |||||||||||||
Balance at December 31, 2005 |
1,275,000 | $ | 1,275,000 | $ | 225,659 | $ | 4,750,878 | $ | 6,251,537 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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OCEAN CONVERSION (BVI) LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 and 2003
(Expressed in United States Dollars)
| 2005 | 2004 | 2003 | ||||||||||
Cash flows from operating activities |
||||||||||||
Net income |
$ | 3,019,328 | $ | 2,771,198 | $ | 1,738,200 | ||||||
Add/(deduct) items not affecting cash |
||||||||||||
Depreciation |
713,687 | 719,163 | 502,666 | |||||||||
Amortization of bank fees |
7,564 | 7,567 | — | |||||||||
Profit sharing |
970,386 | 868,515 | 527,393 | |||||||||
Minority interest |
14,739 | 8,526 | — | |||||||||
(Increase) decrease in accounts receivable |
(543,934 | ) | (2,178,171 | ) | 1,606,496 | |||||||
(Increase) decrease in inventory |
5,478 | (132,221 | ) | (38,779 | ) | |||||||
(Increase) decrease in other assets |
5 | — | (18,974 | ) | ||||||||
Increase in accounts payable and other
liabilities |
278,506 | 78,856 | 466,116 | |||||||||
Net cash provided by operating activities |
4,465,759 | 2,143,433 | 4,783,118 | |||||||||
Cash flows from investing activities |
||||||||||||
Purchase of property, plant and equipment |
(17,010 | ) | (212,362 | ) | (1,055,174 | ) | ||||||
Expenditures for construction in progress |
(1,785,413 | ) | (84,217 | ) | (451,665 | ) | ||||||
Proceeds from sale of assets |
52,288 | — | — | |||||||||
Net cash used in investing activities |
(1,750,135 | ) | (296,579 | ) | (1,506,839 | ) | ||||||
Cash flows from financing activities |
||||||||||||
Profit sharing rights paid |
(870,750 | ) | (364,500 | ) | (506,250 | ) | ||||||
Minority interest from affiliate |
— | 10,000 | — | |||||||||
Proceeds from long term debt |
800,000 | — | 880,000 | |||||||||
Principal repayments of long term debt |
(250,000 | ) | (250,000 | ) | (1,125,000 | ) | ||||||
Dividends paid |
(2,741,421 | ) | (1,147,500 | ) | (1,593,750 | ) | ||||||
Net cash used in financing activities |
(3,062,171 | ) | (1,752,000 | ) | (2,345,000 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
(346,547 | ) | 94,854 | 931,279 | ||||||||
Cash and cash equivalents at the beginning of the year |
1,291,121 | 1,196,267 | 264,988 | |||||||||
Cash and cash equivalents at the end of the year |
$ | 944,574 | $ | 1,291,121 | $ | 1,196,267 | ||||||
Interest paid in cash |
$ | 19,088 | $ | 20,659 | $ | 28,378 | ||||||
Interest received in cash |
$ | 184,389 | $ | 11,013 | $ | 103,225 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
86
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Principal activity
Ocean Conversion (BVI) Ltd. (“OCVBI”) was incorporated in the British Virgin Islands under the
Companies Act, Cap 285, on May 14, 1990 and is engaged in the production and sale of potable water
to the Government of the British Virgin Islands (the “Government”). The Company has an agreement
with the Government, its sole customer, to produce and supply a guaranteed quantity and quality of
potable water. This agreement provides for specific penalties should the Company not be able to
provide the guaranteed quantity of water.
On January 24, 1992, OCVBI amended the original agreement with the Government to allow for the
expansion of its plant in order to increase its production capacity from 360,000 imperial gallons
of water to 510,000 imperial gallons per day. Under this agreement, the Government had the option
to purchase the facility in May 1999 at a cost of $1,420,000 or renew the agreement for a period of
seven years. The Government did not exercise its option to purchase the plant but advised OCVBI of
its desire to continue the agreement on a month-to-month basis until a new agreement is negotiated.
JVD Ocean Desalination Ltd. (“JVD”), a majority owned affiliate of OCBVI, was incorporated on
January 2, 2003 and began producing potable water for the Government on July 10, 2003. On February
5, 2005, JVD executed a contract with the Government of the British Virgin Islands with the
agreement that all water delivered before the contract was signed would be invoiced upon signing of
the contract. During 2003, neither the amount of water delivered nor the expenses incurred were
material to the financial statements. These amounts have been recorded in the consolidated
financial statements of OCBVI along with the portion relating to the minority interests.
2. Accounting policies
Basis of preparation: The consolidated financial statements presented are prepared in accordance
with accounting principles generally accepted in the United States of America.
Basis of consolidation: The consolidated financial statements include the financial statements of
Ocean Conversion (BVI) Ltd. and its majority owned subsidiary, JVD Ocean Desalination Ltd.,
together “the Company”. All significant intercompany balances and transactions have been
eliminated.
Use of estimates: The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America requires management of the
Company to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting period.
Significant items subject to estimates and assumptions include the carrying value of property,
plant and equipment and inventory. Actual results could differ from those estimates.
Cash and cash equivalents: Cash and cash equivalents are comprised of cash at banks on call and
highly liquid deposits with an original maturity of three months or less.
Trade accounts receivable: Trade accounts receivable are recorded at the invoiced amounts based on
meter readings reduced by appropriate allowances for estimated uncollectible amounts. The allowance
for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the
Company’s existing accounts receivable balance. The Company determines the allowance based on
historical write-off experience.
Interest income: The Company earns interest income on trade accounts receivable based on the
overdue invoices from its customer. The interest is earned on an accrual basis.
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Accounting policies (continued)
Deferred fees: Deferred fees consist of the bank financing fees paid on the drawdown of the
Company’s long term debt and are being amortized on a straight line basis over the term of the
loan.
Inventory: Inventory primarily includes replacement spares and parts that are valued at the lower
of cost and net realizable value on a first-in, first-out basis.
Impairment of long-lived assets: In accordance with SFAS No. 144, long-lived assets, such as
property, plant and equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to
estimated undiscounted future cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount exceeds the fair value of the asset.
Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated
depreciation. Depreciation is calculated using a straight line method with an allowance for
estimated residual values. Rates are determined based on the estimated useful lives of the assets
as follows:
Plant and equipment |
4 to 40 years | |||
Office furniture, fixtures and equipment |
3 to 10 years | |||
Vehicles |
3 to 10 years | |||
Lab Equipment |
3 to 10 years |
Additions to property, plant and equipment consist of the cost of the contracted services, direct
labor and materials. Assets under construction are recorded as additions to property, plant and
equipment upon completion of the projects. Depreciation commences in the month of addition.
Construction in progress: The cost of borrowed funds directly attributable to the acquisition and
construction of qualifying assets, which are assets that necessarily take a substantial period of
time to be ready for their intended use, are added to the cost of those assets until such time as
the assets are substantially ready for use or sale.
Water sales and cost of water sales: The Government is billed monthly based on meter readings
performed at or near each month end and in accordance with the water sales agreement, which
stipulates minimum monthly charges for water service.
Repairs and maintenance: All repair and maintenance costs are expensed as incurred.
Comparative amounts: Certain prior year amounts have been adjusted to conform to the current
year’s presentation.
3. Cash and cash equivalents
Cash and cash equivalents are not restricted as to withdrawal or use.
4. Trade accounts receivable
Trade accounts receivable comprise receivables from our sole customer, the Government of the
British Virgin Islands. Significant concentrations of credit risk are disclosed in Note 15.
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. Inventory
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Consumables stock |
$ | 43,679 | $ | 51,239 | ||||
Spare parts stock |
300,669 | 298,587 | ||||||
Total |
$ | 344,348 | $ | 349,826 | ||||
6. Property, plant and equipment and construction in progress
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Plant and equipment |
$ | 9,416,015 | $ | 9,475,811 | ||||
Office furniture, fixtures and equipment |
37,027 | 33,182 | ||||||
Vehicles |
71,600 | 71,600 | ||||||
Lab equipment |
11,637 | 11,637 | ||||||
| 9,536,279 | 9,592,230 | |||||||
Accumulated depreciation |
(6,335,661 | ) | (5,642,647 | ) | ||||
Property, plant and equipment, net |
$ | 3,200,618 | $ | 3,949,583 | ||||
Construction in progress |
$ | 2,025,594 | $ | 240,181 | ||||
At December 31, 2005, the Company had approximately $4.0 million in capital commitments. It is the
Company’s policy to maintain adequate insurance for loss or damage to all fixed assets that in
management’s assessment may be susceptible to loss.
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. Long term debt
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Scotiabank (Cayman Islands) loan bearing interest at three month LIBOR plus
1.5% per annum, with interest calculated daily and payable quarterly. Principal
is repayable in semi-annual intallments of $125,000 through May 31, 2006. |
$ | 255,000 | $ | 505,000 | ||||
CWCO loan bearing interest at three month LIBOR plus 3.5% per annum, with
interest calculated daily and payable quarterly. Principal is due June 1, 2007. |
800,000 | — | ||||||
Total long term debt |
1,055,000 | 505,000 | ||||||
Less current portion |
(255,000 | ) | (250,000 | ) | ||||
Long term debt, excluding current portion |
$ | 800,000 | $ | 255,000 | ||||
The future minimum aggregate principal repayments of long term debt at December 31, 2005 are as follows:
2006 |
$ | 255,000 | ||
2007 |
800,000 |
Any amounts drawn under the Scotiabank facility are collateralized by a fixed and floating charge
of $1,250,000. The fixed and the floating charge covers all other assets of the Company. The
Scotiabank facility has been guaranteed equally by Consolidated Water Co. Ltd. and Sage Water
Holdings (BVI) Ltd.
At December 31, 2005, the Company is in compliance with all restrictive covenants.
On May 25, 2005, the Company entered into a loan agreement with an affiliate, Consolidated Water
Co. Ltd. (“CWCO”), pursuant to which CWCO has agreed to lend the Company up to $3.0 million for the
design and construction of a 500,000 Imperial gallon per day seawater desalination plant in
Tortola, British Virgin Islands. The loan principal is due and payable on June 1, 2007 and interest
accrues at the LIBOR rate plus 3.5% and is payable quarterly on amounts drawn down commencing July
2005. The loan can be repaid at any time without penalty and is subordinated to existing bank
indebtedness. The balance outstanding at December 31, 2005 was $800,000.
8. Commitments
The Company leases property adjacent to the Baughers Bay plant upon which it has
installed walls and pipelines necessary for the production of water.
In addition, on May 25, 2005, the Company entered into a twenty five year lease
agreement with Bar Bay Estate Holdings Limited (“Bar Bay”), a private company
incorporated in the Territory of the British Virgin Islands, pursuant to which
the Company agreed to lease from Bar Bay approximately 50,000 square feet of
land on Tortola, British Virgin Islands on which a seawater desalination plant
and wells will be constructed. Under the terms of the lease agreement, a lease
premium payment of $750,000 was made on June 10, 2005, annual lease and easement
payments of $15,020 are due annually and royalty payments of 2.87% of annual
sales, as defined in the lease agreement, are payable quarterly.
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. Commitments (continued)
Future minimum lease payments under non-cancelable operating leases at December 31, 2005 are as follows:
2006 |
$ | 33,075 | ||
2007 |
33,075 | |||
2008 |
33,075 | |||
2009 |
33,075 | |||
2010 |
33,075 | |||
Thereafter |
390,675 |
The Company leases property adjacent to the Baughers Bay plant upon which it has installed walls
and pipelines necessary for the production of water.
9. Expenses
| For the year ended December 31, | ||||||||||||
| 2005 | 2004 | 2003 | ||||||||||
Cost of water sales comprise the following: |
||||||||||||
Fuel oil |
$ | 625,316 | $ | 532,933 | $ | 356,427 | ||||||
Electricity |
529,905 | 151,726 | 324,162 | |||||||||
Maintenance |
436,104 | 296,361 | 288,697 | |||||||||
Depreciation |
712,582 | 718,611 | 502,573 | |||||||||
Employee costs |
381,613 | 468,506 | 417,861 | |||||||||
Insurance |
80,138 | 78,008 | 77,790 | |||||||||
Other direct cost |
238,262 | 229,159 | 142,556 | |||||||||
| $ | 3,003,920 | $ | 2,475,304 | $ | 2,110,066 | |||||||
General and administrative expenses comprise the following: |
||||||||||||
Profit sharing |
$ | 970,386 | $ | 868,515 | $ | 527,393 | ||||||
Management fees |
561,605 | 567,802 | 333,904 | |||||||||
Directors fees and expenses |
67,091 | 79,589 | 60,647 | |||||||||
Professional fees |
29,980 | 24,399 | 13,150 | |||||||||
Employee costs |
36,686 | 25,689 | — | |||||||||
Maintenance costs |
991 | 474 | 709 | |||||||||
Depreciation |
1,105 | 552 | 92 | |||||||||
Other indirect costs |
150,385 | 75,842 | 110,291 | |||||||||
| $ | 1,818,229 | $ | 1,642,862 | $ | 1,046,186 | |||||||
10. Related party transactions
On May 25, 2005, the Company entered into a loan agreement with an affiliate, Consolidated Water
Co. Ltd. (“CWCO”), pursuant to which CWCO has agreed to lend the Company up to $3.0 million for the
design and construction of a 500,000 Imperial gallon per day seawater desalination plant in
Tortola, British Virgin Islands. (See Note 7).
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. Related party transactions (continued)
On May 25, 2005, the Company entered into a twenty five year lease agreement with Bar Bay Estate
Holdings Limited (“Bar Bay”), a private company incorporated in the Territory of the British Virgin
Islands, pursuant to which the Company agreed to lease from Bar Bay approximately 50,000 square
feet of land on Tortola, British Virgin Islands, on which a seawater desalination plant and wells
will be constructed. Under the terms of the lease agreement, a lease premium payment of $750,000
was made on June 10, 2005, annual lease and easement payments of $15,020 are due annually and
royalty payments of 2.87% of annual sales, as defined in the lease agreement, are payable
quarterly.
A director of Sage Water Holdings (BVI) Limited, the latter which currently owns 100% of the
non-voting stock, 50% of the voting common stock and 50% of the profit sharing rights of OCBVI, is
also a Director of OCBVI and holds 50% of the outstanding shares of Bar Bay.
A professional service firm provided pension services during the year ended December 31, 2005 for
which it charged $915 in 2005 (2004: $705, 2003:$345). A principal of the service firm is also a
director of the Company.
Pursuant to an amended and restated Management Services Agreement dated December 1, 2003 between
DesalCo Ltd. (a wholly-owned subsidiary of Consolidated Water Co. Ltd.) and the Company, DesalCo
Ltd. provides the Company with management, administration, finance, operations, maintenance,
engineering and purchasing services, and is entitled to be reimbursed for all reasonable expenses
incurred on behalf of the Company. The Company incurred fees of $452,843, $442,444 and $333,904
related to this management service agreement for the years ended December 31, 2005, 2004 and 2003,
respectively, and as of December 31, 2005 had accounts payable of $812,140 (2004: $497,846) due to
DesalCo Ltd.
Pursuant to a Management Services Memorandum effected January 1, 2004 between the Class B Directors
who at any point in time represent Sage Water Holdings Limited, and the Company, the Class B
directors provide the Company with delegated operational matters, general management of local
business matters, donation, sponsorship and public relations activities, and are entitled to an
annual fixed fee of $60,000 and a profit sharing bonus equal to 1% of the Company’s income before
depreciation, interest (income and expense), and other expenses not directly related to the
operation of the Company. The Company incurred fees of $108,762, $125,358 and $nil related to this
management service memorandum for the years ended December 31, 2005, 2004 and 2003, respectively
and as at December 31, 2005 had accounts payable of $9,026 (2004: $9,878) due to Sage Water
Holdings Ltd.
As at December 31, 2005, the Company had accounts payable of $21,183 (2004: $53,225) related to the
reimbursement of expenses from Consolidated Water Co. Ltd., Ocean Conversion (Cayman) Limited and
DesalCo (Barbados) Limited.
11. Profit sharing provision
| December 31, | ||||||||
| 2005 | 2004 | |||||||
Opening balance |
$ | 1,409,078 | $ | 905,063 | ||||
Additions |
970,386 | 868,515 | ||||||
Distributions |
(870,750 | ) | (364,500 | ) | ||||
| $ | 1,508,714 | $ | 1,409,078 | |||||
In 1993, the Company and its existing shareholders at that time, entered into two Share Repurchase
and Profit Sharing Agreements (the “Agreements”) to repurchase 225,000 shares each from those
shareholders (the “Parties”), whose shares were issued in exchange for guarantees of the Company’s
long term debt. The
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. Profit sharing provision (continued)
Agreements were subsequently approved by special resolution at an Extraordinary Meeting of all the
Company’s shareholders.
Under the terms of the Agreements, the Company, in exchange for the above-mentioned shares, granted
the Parties, profit sharing rights in the Company’s profits for as long as the Company remains in
business as a going concern. The Agreement states that where the Company has profits available for
the payment of dividends and pays a dividend from there, a distribution shall be made to each of
the Parties equal to 202,500 (2004: 202,500) times the dividend per share received by the remaining
shareholders and paid concurrently with such dividend. The factor of 202,500 (2004: 202,500) shall
be subject to amendment by the same proportion and at the same time as changes take place or
adjustments are made in respect of the remaining shareholders.
The current shareholders and an affiliate of a current shareholder have acquired these profit
sharing rights. The Company has made an allowance at December 31, 2005 for the maximum profit
shares payable to the Parties if all retained earnings were to be distributed as dividends and
profit shares.
12. Taxation
Under the terms of the water sale agreements with the Government, the Company is exempt from all
non-employee taxation in the British Virgin Islands.
13. Non-cash transaction
During the year ended December 31, 2003, 45,000 Class C non-voting shares were issued in exchange
for cancellation of an equal portion of profit sharing rights.
14. Pension plan
Effective December 1, 2003, the Company established the MWM Global Retirement Plan (the “Plan”).
The Plan is a defined contribution plan whereby the Company will contribute 5% of each
participating employee’s salary to the Plan. The total amount recognized as an expense under the
plan during the year ended December 31, 2005 was $9,621 (2004: $6,776 and 2003:$nil).
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OCEAN CONVERSION (BVI) LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. Financial instruments
Credit risk:
Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and intercompany loans receivable. The Company’s cash is placed with high credit quality financial institutions. The accounts receivable are due from the Company’s sole customer, the Government (Note 1). As a result, the Company is subject to credit risk to the extent of any non-performance by the Government. The Company has a loan receivable with its majority owned subsidiary, JVD Ocean Desalination Ltd. in the event of non-payment, the Company is subject to credit risk for to the extent of our investment in JVD Ocean Desalination Ltd.
Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable and intercompany loans receivable. The Company’s cash is placed with high credit quality financial institutions. The accounts receivable are due from the Company’s sole customer, the Government (Note 1). As a result, the Company is subject to credit risk to the extent of any non-performance by the Government. The Company has a loan receivable with its majority owned subsidiary, JVD Ocean Desalination Ltd. in the event of non-payment, the Company is subject to credit risk for to the extent of our investment in JVD Ocean Desalination Ltd.
Interest rate risk:
The interest rates and terms of the Company’s loans are presented in Note 7 of these consolidated financial statements. The Company is subject to interest rate risk to the extent that the LIBOR rate may fluctuate.
The interest rates and terms of the Company’s loans are presented in Note 7 of these consolidated financial statements. The Company is subject to interest rate risk to the extent that the LIBOR rate may fluctuate.
Fair values:
At December 31, 2005 and 2004, the carrying amounts of cash and cash equivalents, accounts
receivable, prepaid expenses and other assets, accounts payable and other liabilities approximate
fair values due to the short term maturities of these assets and liabilities. Management considers
that the carrying amount for long-term debt approximates fair value.
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ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
On August 15, 2005, KPMG informed the Audit Committee of the Company that KPMG did not wish to
stand for re-appointment as independent accountants for the Company and its affiliates for the
fiscal year ended December 31, 2005.
The reports of KPMG on the consolidated financial statements of the Company for the years
ended December 31, 2003 and 2004, contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with its audits for each of the two fiscal years ended December 31, 2003 and
2004, and through August 15, 2005, there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference thereto in their report on the consolidated financial statements for such years.
During the fiscal years ended December 31, 2003 and 2004, and through August 15, 2005, there
were no reportable events (as outlined in Item 304(a)(1)(v) of Regulation S-K), other than as
follows:
In Item 9A in the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, the
Company reported five significant control deficiencies that when combined resulted in a material
weakness in internal control over financial reporting. KPMG’s report
on this material weakness is included in the attached Form 10-K. As a result of this material weakness KPMG’s
report included an adverse opinion on the effectiveness of internal control over financial
reporting for the year ended December 31, 2004.
On October 28, 2005, the Audit Committee of the Company retained Rachlin Cohen & Holtz LLP as
independent accountants for the Company for the fiscal year ending December 31, 2005.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as of the end of the period covered by this Annual Report, the Company’s
management conducted an evaluation with the participation of the Company’s Chief Executive Officer
and Chief Financial Officer (collectively, the “Certifying Officers”) regarding the effectiveness
of the design and operation of the Company’s disclosure controls and procedures (as defined in
Rules13a-15(e) and 15d-15(e) under the Exchange Act). The Company’s management with the
participation of the Certifying Officers also conducted an evaluation of the Company’s internal
control over financial reporting.
Based on this evaluation and in accordance with the requirements of Auditing Standard No. 2 of
the Public Company Accounting Oversight Board, the Chief Executive Officer and Chief Financial
Officer conclude that the Company’s disclosure controls and procedures were effective and that the
Company maintained effective control over financial reporting as of December 31, 2005.
The Chief Executive Officer and Chief Financial Officer also conclude, and herein report in
accordance with Auditing Standard No. 4 of the Public Company Accounting Oversight Board, that the
material weakness reported as of December 31, 2004 has been remediated.
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A significant deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company’s ability to initiate, authorize, record, process or report external
financial data reliably in accordance with generally accepted accounting principles such that there
is more than a remote likelihood that a misstatement of the company’s annual or interim financial
statements that is more than inconsequential will not be prevented or detected. A material weakness
is a significant deficiency, or combination of significant deficiencies, that results in more than
a remote likelihood that a material misstatement of a company’s annual or interim financial
statements will not be prevented or detected. The control
deficiencies identified in 2004 by the Company’s
management and the Certifying Officers which in combination resulted in a material weakness were:
(a) improper tracking of fixed assets and accumulated depreciation, including work-in-progress
accounts, (b) insufficient personnel resources with appropriate accounting expertise, (c) improper
tracking and review of inventory, (d) improper review of intercompany eliminations, and (e)
insufficient documentation of system access controls around the financial management information
system.
The Company’s management, including the Certifying Officers, does not expect that the
Company’s disclosure controls and procedures will prevent all error and all improper conduct. A
control system, no matter how well conceived and operated, can provide only reasonable, not
absolute assurance that the objectives of the control system are met. Further, a design of a
control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues
and instances of improper conduct, if any, have been detected. These inherent limitations include
the realities that judgments and decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more persons, or by management override of the
control. Further, the design of any system of controls is also based in part upon assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations and a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.
The Company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles, and includes those policies and procedures that:
| • | pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | ||
| • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and, that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and | ||
| • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
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The Company’s management, including the Certifying Officers, assessed as of December 31, 2005,
the effectiveness of the Company’s internal control over financial reporting. In making this
assessment, management used the criteria set forth in the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
As of December 31, 2005, the Company’s management, including the Certifying Officers, has
concluded that the Company maintained effective internal control over financial reporting.
Management’s assessment of the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2005 has been audited by Rachlin Cohen & Holtz LLP, an independent
registered public accounting firm, as stated in their report which is
included on page 98 of this
Annual Report.
Remediation Steps to Address Prior Year Control Deficiencies
The control deficiencies identified by the Company’s management and the Certifying Officers
which in combination resulted in the prior year material weakness were: (a) improper tracking of
fixed assets and accumulated depreciation, including work-in-progress accounts, (b) insufficient
personnel resources with appropriate accounting expertise, (c) improper tracking and review of
inventory, (d) improper review of inter-company eliminations, and (e) insufficient documentation of
system access controls around the financial management information system.
Management concluded that the above deficiencies when combined together had resulted in a
material weakness in its internal control of financial reporting because the quantitative effect of
any errors resulting from these deficiencies when taken together could result in a material
misstatement of the Company’s interim and annual financial reports. Based on this evaluation and
in accordance with the requirements of Auditing Standard No. 2 of the Public Company Accounting
Oversight Board, the Chief Executive Officer and Chief Financial Officer concluded that the Company
did not maintain effective internal control over financial reporting as of December 31, 2004.
The Company remediated the identified material weakness by remediating the control
deficiencies in the Company’s internal control over financial reporting which comprised this
material weakness.
The Company implemented changes to its financial management information system that
remediated the deficiency relating to improper tracking of fixed assets and accumulated
depreciation, including work-in-progress accounts by completing the installation and staff training
for a new automated fixed asset management system by the end of the second quarter of 2005.
The Company remediated the deficiency related to U.S. accounting expertise by employing a
qualified and experienced person to assume the duties of Chief Financial Officer as of April 1,
2005 and establishing a South Florida office in the third quarter of 2005 to which corporate
accounting functions continue to be relocated and from which additional qualified accounting
personnel have been recruited.
The Company implemented changes to properly track and review inventories by enhancing its
perpetual inventory tracking system, establishing an internal training program and establishing an
ongoing interim period physical inventory count program by the end of the third quarter of 2005.
The Company remediated the deficiency with regard to how intercompany accounts were tracked
and reviewed by providing for an additional layer of expert review by the end of the second quarter
of 2005.
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In remediating the deficiency with respect to system access controls around its financial
management information system, the Company improved both the processes and the documentation with
respect to its automated systems controls throughout the 2005 year, including the creation of a
written policy manual and the establishment of an Employee Communication policy.
Changes in Internal Control Over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over
financial reporting identified in connection with the evaluation of such internal control that
occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Consolidated Water Co. Ltd
Consolidated Water Co. Ltd
We have audited management’s assessment, included in the accompanying Management’s Annual Report on
Internal Control Over Financial Reporting, that Consolidated Water Co. Ltd maintained effective
internal control over financial reporting as of December 31, 2005, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Consolidated Water Co. Ltd’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
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In our opinion, management’s assessment that Consolidated Water Co. Ltd maintained effective
internal control over financial reporting as of December 31, 2005, is fairly stated, in all
material respects, based on criteria established in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion,
Consolidated Water Co. Ltd maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2005, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the December 31, 2005 consolidated balance sheet and the related 2005
consolidated statements of income, stockholders’ equity and cash flows of Consolidated Water Co.
Ltd, and our report dated March 8, 2006 expressed an unqualified opinion.
/s/ Rachlin Cohen & Holtz LLP
Fort Lauderdale, Florida
March 8, 2006
March 8, 2006
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Consolidated Water Co. Ltd.:
Consolidated Water Co. Ltd.:
We have audited management’s assessment, included in the accompanying Management’s Annual Report on
Internal Control Over Financial Reporting, that Consolidated Water Co. Ltd. did not maintain
effective internal control over financial reporting as of December 31, 2004, because of the effect
of material weakness resulting from aggregated deficiencies relating to the improper tracking of
fixed assets and accumulated depreciation, including work-in-progress accounts, insufficient
personnel resources with appropriate accounting expertise, improper tracking of inventory and
insufficient management review of physical count worksheets to final inventory lists, and
insufficient documentation of system access controls around its financial management information
system, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Consolidated Water Co.
Ltd.’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management’s assessment and an opinion on the
effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of control deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.
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The following material weakness has been identified and included in management’s assessment: As of
December 31, 2004, the Company’s management, including the Certifying Officers, has concluded that
the Company had the following control deficiencies that when combined resulted in a material
weakness:
| a) | The Company failed to properly track fixed assets and accumulated depreciation, including work-in-progress accounts. | ||
| b) | The Company does not have sufficient personnel resources with appropriate accounting expertise. | ||
| c) | The Company did not properly track inventory and management did not sufficiently review the physical count worksheets to the final inventory lists. | ||
| d) | The Company did not sufficiently review the inter-company eliminations. | ||
| e) | The Company did not sufficiently document the system access controls around its financial management information system. |
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the December 31, 2004 consolidated financial statements of Consolidated
Water Co. Ltd. This material weakness was considered in determining the nature, timing, and extent
of audit tests applied in our audit of the 2004 consolidated financial statements, and this report
does not affect our report dated April 15, 2005, which expressed an unqualified opinion on those
consolidated financial statements.
In our opinion, management’s assessment that Consolidated Water Co. Ltd. did not maintain effective
internal control over financial reporting as of December 31, 2004, is fairly stated, in all
material respects, based on criteria established in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion,
because of the effect of the material weakness described above on the achievement of the objectives
of the control criteria, Consolidated Water Co. Ltd. has not maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We do not express an opinion or any other form of assurance on management’s statements referring to
remediation steps taken after December 31, 2004, relative to the aforementioned material weakness
in internal control over financial reporting.
/s/ KPMG
Georgetown, Cayman Islands
April 15, 2005
April 15, 2005
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Our Directors and Executive Officers
This table lists information concerning our executive officers and directors:
| Name | Age | Position | ||||
Jeffrey M. Parker
|
61 | Director, Chairman of the Board of Directors | ||||
Frederick W. McTaggart
|
43 | Director, President, Chief Executive Officer | ||||
Joseph Pivinski
|
58 | Senior Vice President & Chief Financial Officer | ||||
Kenneth R. Crowley
|
41 | Vice President of Overseas Operations | ||||
Gregory S. McTaggart
|
42 | Vice President of Cayman Operations | ||||
Robert B. Morrison
|
52 | Vice President of Purchasing and Information Technology | ||||
Gerard J. Pereira
|
35 | Vice President of Engineering | ||||
Brent J. Santha
|
35 | Vice President of Finance, Interim Chief Financial Officer and Company Secretary | ||||
William T. Andrews *
|
57 | Director | ||||
J. Bruce Bugg, Jr. *
|
51 | Director | ||||
Brian E. Butler *
|
56 | Director | ||||
Steven A. Carr *
|
55 | Director | ||||
Carson K. Ebanks *
|
50 | Director | ||||
Richard L. Finlay
|
47 | Director | ||||
Clarence B. Flowers, Jr. *
|
50 | Director | ||||
Wilmer Pergande *
|
66 | Director | ||||
David W. Sasnett *
|
49 | Director | ||||
Raymond Whittaker *
|
52 | Director | ||||
| * | The Board of Directors has determined that each of such persons is an “independent director” under the corporate governance rules of The Nasdaq Stock Market, Inc. (“Nasdaq”) |
Jeffrey M. Parker has been a director of our Company since 1980 and the Chairman of the Board
since 1982. On January 1, 2004, Mr. Parker resigned as Chief Executive Officer, a position he held
since 1994 but remained employed by the Company as Director responsible for investor relations and
business expansion and Chairman of the Board. In addition to serving as our Chairman of the Board,
Mr. Parker is a Chartered Accountant and practices as Moore Stephens (Cayman Islands) Ltd., a
member of Moore Stephens International Ltd. From 1993 to 1995, Mr. Parker served as a director of
The International Desalination Association representing the Caribbean & Latin America. Mr. Parker
received his ACA designation as a chartered accountant in England and Wales in 1967, and his FCA
designation in 1977.
Frederick W. McTaggart has been a director of our company since 1998, President since October
2000 and Chief Executive Officer since January 1, 2004. Also on January 1, 2004, Mr. McTaggart
resigned as Chief Financial Officer, a position he held since February 2001. From April 1994 to
October 2000, Mr. McTaggart was the Managing Director of the Water Authority-Cayman, the
government-owned water utility serving certain areas of the Cayman Islands. He received his B.S.
degree in Building Construction from the Georgia Institute of Technology in 1985. Mr. McTaggart is the
brother of Mr. Gregory S. McTaggart, the Vice President — Operations (Cayman Islands).
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Joseph Pivinski was appointed Senior Vice President in April 2005 and Chief Financial Officer
on June 1, 2005. From December 2003 to March 2005, Mr. Pivinski was Managing Director of P&B
Associates, CPA’s, a financial and business consulting firm. From October 1997 to December 2003,
Mr. Pivinski served as Vice President and Chief Financial Officer of Oriole Homes Corp., a publicly
traded residential real estate developer. Mr. Pivinski received his MBA in Finance from Fordham
University in 1980 and is a Certified Public Accountant.
Kenneth R. Crowley was appointed our Vice President of Overseas Operations in March 2003 and
holds a Bachelor of Science degree in Mechanical Engineering from the University of Maryland. In
1989, he joined Reliable Water Co. Ltd, the predecessor of Ocean Conversion (Cayman) Limited, as
Operations Engineer in the Canary Islands and the Cayman Islands. He was promoted to Operations
Manager in 1991. In 1998, Mr. Crowley transferred to DesalCo Limited to work on the design,
construction and operation of reverse osmosis water plants including high efficiency work exchanger
energy recovery systems in the Cayman Islands, the Bahamas, Barbados and the British Virgin Islands
with a combined capacity in excess of 9.0 million U.S. gallons per day.
Gregory S. McTaggart is our Vice President of Cayman Operations. Mr. McTaggart joined our
Company in January 1991 as our resident engineer and has served in his current capacity since 1994.
For three years before joining us, Mr. McTaggart worked for the Caribbean Utilities Company, the
electrical utility on Grand Cayman, as a mechanical engineer. Mr. McTaggart obtained his Bachelor
of Mechanical Engineering from the Georgia Institute of Technology in 1986. Mr. McTaggart is the
brother of Frederick W. McTaggart, the President, Chief Executive Officer and a director of our
company.
Robert B. Morrison was appointed Vice President of Purchasing & Information Technology in
March 2003. Mr. Morrison holds the designation Certified Professional Purchaser and has over
twenty- five years experience in the purchasing and logistics field. He joined DesalCo Limited as
Purchasing Manager in June of 1996 in which position he also employed his more than 20 years of
information technology experience as software and systems developer, network administrator and end
user support resource for PC and mainframe environments. Prior to this, Mr. Morrison was Principal
Purchasing Officer for the Ministry of Works & Engineering of the Bermuda government and Purchasing
Manager for American-Standard in Toronto, Canada.
Gerard J. Pereira was appointed Vice President of Engineering in March 2003. Mr. Pereira
obtained his BS and MS in Chemical Engineering from the University of Waterloo, Ontario, Canada and
joined Ocean Conversion (Cayman) Limited as Operations Engineer in 1995. He was promoted to
Operations Manager of Ocean Conversion (Cayman) Limited in 1998, which post he held until our
acquisition.
Brent J. Santha joined our Company as Management Accountant in January 2001 and was appointed
Vice President of Finance and Assistant Company Secretary in March 2003. In December 2003, Mr.
Santha was appointed Company Secretary. On January 1, 2004, Mr. Santha was appointed as Interim
Chief Financial Officer, a position he held until May 31, 2005. Mr. Santha is a member of the
Canadian Institute of Chartered Accountants having received his Chartered Accountant designation in
1997. Previously he was employed for six years by Johnsen Archer Chartered Accountants leaving as
Manager of Audit & Business Services.
William T. Andrews became a director of our Company upon completion of our acquisition of
DesalCo Limited in February 2003. Since 2002, he has been Managing Director of DWEER Technology
Ltd., which designs and manufactures patented high efficiency energy reduction pumping equipment
for
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seawater reverse osmosis desalination. From 1991 to 2003, Dr. Andrews has been Managing Director
of DesalCo Limited. He was formerly President of Reliable Water Inc., and Vice President of
Polymetrics Inc., focusing on seawater reverse osmosis desalination in both cases. Dr. Andrews
attended universities in England, receiving a bachelor’s degree in Physics from the University of
Newcastle-upon-Tyne, and a doctorate in Atomic Physics at Oxford University, as a Rhodes Scholar.
He is a registered Mechanical Engineer in California and Bermuda. Since 1976, Dr. Andrews has
continuously been a member of the International Desalination Association (IDA). He has been a
director of IDA since 1995, and had served as President until October 2003. He is a member of the
European Desalination Society.
J. Bruce Bugg, Jr. has been a director of our Company since 1998 and in 2003 Mr. Bugg resigned
as Vice-Chairman of the Board and member of the Executive Committee, positions he has also held
since 1998. Mr. Bugg is also, and has been since 1997, the Chairman of the board of directors and
Chief Executive Officer of Argyle Investment Co., the general partner of Argyle Partners Ltd., the
sole general partner of Argyle/Cay-Water, Ltd. From 1996 to 1997, Mr. Bugg served as Vice Chairman
of First Southwest Company and Chairman of its Investment Banking Group.
Brian E. Butler has been a director of our Company since 1983. Mr. Butler, a full time
resident of the Cayman Islands, has been the president since 1977 of Butler Property Development
Group, a consortium of property development companies specializing in luxury resort projects in the
Cayman Islands, Turks and Caicos Islands and British Columbia, Canada.
Steven A. Carr has served as a director of the Company since 1998. Mr. Carr is the President
of Carr & Associates, a private investment firm located in Bryan, Texas. Mr. Carr received his
Bachelor of Science degree from Texas A&M University in 1973 and his Master of Arts degree from the
University of Texas in 1980. From 1972 to 1994, Mr. Carr held executive positions and participated
in the ownership and management of a number of broadcast and telecommunications ventures throughout
the United States. From 1998 to 2000, Mr. Carr served as an alternate director on our board of
directors and was elected as a full director in May 2000. Mr. Carr is a director and chairman of
the Trust Committee of the First National Bank of Bryan, and a director of Waterfields Company
Limited. He is Senior Lecturer at Texas A&M University’s Mays Business School, a councilor of the
Texas A&M Research Foundation, director of the 12th Man Foundation and serves on
numerous other boards and councils.
Carson K. Ebanks became the Cayman Islands government nominated director of our Company in May
of 2001. Mr. Ebanks was the Director of Planning for the Cayman Islands from 1991 — 1997. Since
1997, he has served the Cayman Islands Government as a Permanent Secretary currently for the
Ministry of Community Services, Youth, Sports and Gender Affairs. Mr. Ebanks is a Justice of the
Peace, a Fellow of the Royal Geographic Society and a member of the American Planning Association
and a member of the Most Excellent Order of the British Empire. He holds a Bachelor of
Environmental Studies (Hons. Urban and Regional Planning — Peace and Conflict Studies Minor) from
the University of Waterloo and a Master of Arts — Planning in Community and Regional Planning from
the University of British Columbia. He is a Director of The National Housing and Community
Development Trust and a trustee of the National Gallery of the Cayman Islands. Mr. Ebanks has
served on the Boards of the Trustees for the Cayman Islands Museum, the Cayman Islands Civil
Service Co-operative Credit Union, the Housing Development Corporation, the Water Authority-Cayman
and is the Vice President of the Cayman Islands Olympic Committee.
Richard L. Finlay has served as a director of our Company since 1995. Mr. Finlay is an
attorney and notary public and has practiced law in the Cayman Islands since 1992. Prior to that,
Mr. Finlay served as Director of Legal Studies of the Cayman Islands Government from 1989 to 1992.
From 1983 to 1989, Mr. Finlay was a partner with a Canadian law firm located in Regina, Canada. Mr.
Finlay has served as the Cayman Islands’ representative to the International Company and Commercial
Law Review and is a former editor of the Cayman Islands Law Bulletin.
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Clarence B. Flowers, Jr. has been a director of our Company since 1991. Mr. Flowers is, and
has been since 1985, the principal of Orchid Development Company, a real estate developer in the
Cayman Islands. Mr. Flowers also serves as a director of C.L. Flowers & Son, which is the largest
manufacturer of wall systems in the Cayman Islands, and Cayman National Bank, a retail bank.
Wilmer Pergande has been a director of our Company since 1978. Mr. Pergande is the principal
of WF Pergande Consulting LLC currently providing consulting engineering services in the areas of
desalination, fluid dynamics and process separation technologies. He retired in 2005 as Global
Leader for Desalination and Process Equipment, GE Infrastructure, Water and Process Technologies.
Mr. Pergande previously held the position of Vice-President of Special Projects of Osmonics, Inc.
acquired by GE of Minnetonka, Minnesota. Before joining Osmonics, Mr. Pergande was the Chief
Executive Officer of Licon International, Inc., a publicly traded manufacturer of liquid processing
equipment. Previously, Mr. Pergande was the President of
Mechanical Equipment Company Inc. and held executive managerial
positions with AquaChem Inc. both companies being manufacturers of
seawater desalination equipment.
David W. Sasnett became a director of our Company in December 2004. Mr. Sasnett is currently
serving as the Chief Financial Officer of VoIP, Inc., a public company provider of communication
services utilizing voice over internet protocol technology. Mr. Sasnett is also the President of
Secure Enterprises, LLC, a marketer and distributor of consumer products, a position he has held
since co-founding that company in 2003. During 2004, Mr. Sasnett was the Vice President of Finance
and Controller for MasTec, Inc., a publicly-traded specialty contractor and infrastructure
provider. Mr. Sasnett was employed from 1994 to 2002 by Catalina Lighting, Inc. and from 1996 to
2002 served as the Chief Financial Officer of Catalina Lighting, Inc., a publicly-traded
manufacturer and distributor of residential lighting and other consumer products. After leaving
Catalina Lighting, Mr. Sasnett was employed through 2002 in an executive and consulting capacity by
Platinum Products, Inc., a privately-held consumer products importer and distributor. Mr.
Sasnett’s experience also includes more than 12 years with the accounting, auditing and consulting
firm of Deloitte & Touche, LLP.
Raymond Whittaker has served as a director of our Company since 1988. Mr. Whittaker was the
Managing Director of TransOcean Bank & Trust, Ltd., a bank and trust company located in the Cayman
Islands and a subsidiary of Johnson International, Inc., a bank holding company located in Racine,
Wisconsin from 1984 to December 2000. He is now the principal of his own company and management
firm, FCM Ltd.
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Composition of the Board of Directors
The board of directors is organized into three groups. Each group holds office for a
three-year period and re-election of the board members is staggered so that two-thirds of the board
members are not subject to re-election in any given year. The groups are organized alphabetically
as follows:
| Group 1 | Group 2 | Group 3 | ||
William T. Andrews
|
Carson K. Ebanks, JP | Wilmer Pergande | ||
J. Bruce Bugg Jr.
|
Richard Finlay | Raymond Whittaker | ||
Brian Butler
|
Clarence Flowers, Jr. | David W. Sasnett | ||
Steven A. Carr
|
Frederick McTaggart | |||
| Jeffrey M. Parker |
The directors of Group 2 were re-elected at our annual shareholders’ meeting in August 2005.
The directors in Group 3 will be proposed for re-election in 2006, Group 1 in 2007 and then Group 2
again in 2008.
Under our Cayman Islands license, which was transferred to our wholly-owned subsidiary, Cayman
Water Company Limited in July 2003, the Cayman Islands government may nominate three persons to
serve on the board of directors of Cayman Water Company Limited. We must cause one of the persons
nominated by the government to be elected as a director. In May 2001, Carson K. Ebanks, JP was
elected as the government’s nominee but remains on the board of Consolidated Water Co. Ltd.
Government has not yet nominated their director for Cayman Water Company Limited.
Governance of the Company
Pursuant to the Company’s Memorandum of Association, Articles of Association and Cayman
Islands law, the Company’s business, property and affairs are managed under the direction of the
Board of Directors. Members of the Board of Directors are kept informed of the Company’s business
through discussions with the Chief Executive Officer and other senior officers, by reviewing
materials provided to them and by participating in meetings of the Board of Directors and its
committees.
The Board of Directors has determined that all of the Directors, other than Messrs. Parker,
McTaggart and Finlay, are “independent” as such term is defined by the applicable listing standards
of NASDAQ. The Board of Directors based this determination primarily on a review of the responses
of the Directors to questions regarding their employment, affiliations and family and other
relationships.
The Company typically schedules a meeting of the Board of Directors quarterly and in
conjunction with its Annual General Meeting and expects that all Directors will attend, absent a
valid reason, such as a scheduled conflict.
The Board of Directors has also adopted a Code of Business Conduct and Ethics that applies to
all of our Directors, officers (including the Chief Executive Officer and the Chief Financial
Officer) and employees. Our Code of Business Conduct and Ethics is posted on the “Investor
Relations — Corporate Governance” section of the Company’s website: http://www.cwco.com.
If, in the future, the Board of Directors amends the Code of Business Conduct and Ethics or
grants a waiver to our Chief Executive Officer, Chief Financial Officer or any future principal
accounting officer with respect to the Code of Business Conduct and Ethics, the Company will post
the amendment or a description of the waiver on the “Investor Relations-Corporate Governance”
section of the Company’s website.
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Committees of the Board of Directors
The Board of Directors has the following four committees: (1) Executive, (2) Audit, (3)
Compensation and (4) Nominations. Except for the Executive Committee, the Board of Directors has
adopted a written charter for each of the other committees. Such charters are posted on the
“Investor Relations-Corporate Governance” section of the Company’s website: http://www.cwco.com.
Executive Committee
The Board of Directors has an Executive Committee, which is comprised of Messrs. Frederick
McTaggart, Finlay, Flowers, Parker and Whittaker. The functions of the Executive Committee include
meeting on a regular basis to review the operations of the Company, ensuring that any matters,
which must be dealt with before the next Board of Directors meeting, are addressed in a timely
matter.
Compensation Committee
The Board of Directors has a Compensation Committee, which is comprised of Messrs. Ebanks,
Flowers, and Pergande.
The Compensation Committee is responsible for reviewing and approving the executive
compensation program for the Company and its subsidiaries, assessing executive performance, making
grants of salary and annual incentive compensation, and approving certain employment agreements.
The Board of Directors has adopted a written charter for the Compensation Committee. The
Compensation Committee Charter is filed as Exhibit 99.1 to our Annual Report for the fiscal year
ended December 31, 2003 (the “2003 Annual Report”), which Exhibit is incorporated herein by
reference. The Board of Directors has determined that all members of the Compensation Committee
are “independent directors,” as such term is defined under the corporate governance rules of
Nasdaq.
Audit Committee
The Board of Directors has an Audit Committee, which is comprised of Messrs. Bugg, Butler,
Carr, Sasnett and Whittaker.
The Audit Committee assists the Board of Directors in monitoring the financial reporting
process, the internal control structure and the independence and performance of the internal audit
department and the independent public accountants. Its primary duties are to serve as an
independent and objective party to monitor the Company’s financial process and internal control
system, to review and appraise the audit effort of the Company’s independent accountants and to
provide an open avenue of communications among the independent accountants, financial and senior
management and the Board of Directors. The Board of Directors has adopted a written charter for
the Audit Committee. The Audit Committee Charter is filed as Exhibit 99.2 to our 2003 Annual
Report, which Exhibit is incorporated herein by reference. During the year, the Board of Directors
examined the composition of the Audit Committee in light of Nasdaq’s corporate governance rules and
the regulations under the Securities Exchange Act of 1934 (“Exchange Act”) applicable to audit
committees. Based upon this examination, the Board of Directors has determined that all members of
the Audit Committee are “independent directors” within the meaning of Nasdaq’s rules and the
Exchange Act and the rules and regulations there under. The Board of Directors has also determined
that David W. Sasnett qualifies as an “audit committee financial expert” under the regulations of
the Exchange Act.
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Nominations Committee
The Board of Directors has a Nominations Committee, which is comprised of Messrs. Bugg, Carr
and Pergande.
The Nominations Committee makes recommendations to the Board of Directors regarding the size
and composition of the Board of Directors, establishes procedures for the nomination process,
recommends candidates for election to the Board of Directors and nominates officers for election by
the Board of Directors. The Board of Directors has determined that all members of the Nominations
Committee are “independent directors”, as such term is defined under the corporate governance rules
of Nasdaq. The Nominations Committee Charter is filed as Exhibit 99.3 to our 2003 Annual Report,
which Exhibit is incorporated herein by reference. .
To recommend a prospective nominee for the Nominations Committee’s consideration, a
shareholder may submit the candidates name and qualifications in writing to the Secretary of the
Company, Consolidated Water Co. Ltd., Regatta Office Park, Windward Three, Fourth Floor, Grand
Cayman, Cayman Islands.
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ITEM 11. EXECUTIVE COMPENSATION
The following table provides summary information concerning the annual and long-term
compensation earned by the Company’s Chief Executive Officer and each of the four other most highly
compensated executive officers of the company during the fiscal years ended December 31, 2005, 2004
and 2003:
Summary Compensation Table
| Annual Compensation | Long-Term Compensation | |||||||||||||||||||||
| Other Annual | Securities Underlying | All Other | ||||||||||||||||||||
| Name and Principal | Salary | Bonus | Compensation | Options(2) | Compensation | |||||||||||||||||
| Position | Year | ($) | ($) | ($) | (#) | ($) | ||||||||||||||||
Frederick W. McTaggart(1) |
2003 | 118,006 | 185,757 | — | 87,580 | — | ||||||||||||||||
Director, President and |
2004 | 200,000 | 200,482 | — | — | — | ||||||||||||||||
Chief Executive Officer |
2005 | 208,800 | 104,400 | — | — | — | ||||||||||||||||
Gregory S. McTaggart |
2003 | 85,932 | 36,408 | — | 63,444 | — | ||||||||||||||||
Vice President of Cayman |
2004 | 105,000 | 42,000 | — | — | — | ||||||||||||||||
Operations |
2005 | 109,620 | — | — | — | — | ||||||||||||||||
Robert B. Morrison (3) |
2003 | 115,000 | — | — | — | — | ||||||||||||||||
Vice President of |
2004 | 100,000 | 40,000 | — | — | — | ||||||||||||||||
Purchasing and IT |
2005 | 111,900 | — | — | — | — | ||||||||||||||||
Jeffrey M. Parker (1) |
2003 | 95,895 | 316,493 | — | 90,194 | — | ||||||||||||||||
Chairman of the Board of |
2004 | 165,000 | 373,840 | — | — | — | ||||||||||||||||
Directors |
2005 | 172,260 | 68,904 | — | — | — | ||||||||||||||||
Joseph Pivinski (4) |
2003 | — | — | — | — | — | ||||||||||||||||
Senior Vice President and |
2004 | — | — | — | — | — | ||||||||||||||||
Chief Financial Officer
|
2005 | 145,000 | 27,188 | — | — | — | ||||||||||||||||
| (1) | Mr. Parker and Mr. McTaggart served as the Chief Executive Officer and Chief Financial Officer, respectively, until January 2004. | |
| (2) | All options granted to Messrs. Frederick McTaggart, Gregory McTaggart and Jeffrey Parker, 2003 have an exercise price of $10.03 per share. | |
| (3) | The 2003 salaries for Mr. Morrison, who joined the Company in February 2003, due to the acquisition, have been annualized based upon a full year of employment for comparative purposes. | |
| (4) | The 2005 salary for Mr. Pivinski, who joined the Company in April 2005, has been annualized based upon a full year of employment for comparative purposes. |
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Stock Option Holdings
The following table provides information, with respect to the Chief Executive Officer and the
other named executive officers listed in the Summary Compensation Table, concerning the holding of
unexercised options at the end of fiscal year 2005:
| Number of Securities | Value of Unexercised | |||||||||||||||||||||||
| Underlying Unexercised | In-The-Money | |||||||||||||||||||||||
| Shares Acquired | Value | Options at Fiscal Year End | Options at Fiscal Year End | |||||||||||||||||||||
| on Exercise | Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||||||||||||
| (#) | ($) | (#) | (#) | ($) | ($) | |||||||||||||||||||
Frederick W. McTaggart |
57,066 | 568,948 | 140,434 | — | 1,656,142 | — | ||||||||||||||||||
Gregory S. McTaggart |
41,600 | 420,160 | 102,094 | — | 1,204,914 | — | ||||||||||||||||||
Robert B. Morrison |
— | — | — | — | — | — | ||||||||||||||||||
Jeffrey M. Parker |
57,014 | 563,868 | 142,514 | — | 1,675,297 | — | ||||||||||||||||||
Joseph Pivinski |
— | — | — | — | — | — | ||||||||||||||||||
Incentive Compensation
Employee Share Incentive Plan
Since April 8, 1987, we have maintained an employee share incentive plan for our long-term
employees who are not directors. To become eligible for the employee share incentive plan, an
employee must complete four years of service with us and then retain the shares for an additional
four years before he can transfer or sell the shares. We may, at our option, offer to exchange the
redeemable preferred shares issued to the employee for an equal number of freely tradable common
shares at any time during the four year holding period. Within the four year holding period, if an
employee ceases to be employed by our Company, our Company, at the sole discretion of the board of
directors, may redeem the shares held by that employee for less than four years at the price which
the employee originally paid for the shares.
Under the plan, employees are issued redeemable preferred shares on an annual basis at no cost
based on a formula which takes into consideration the employee’s salary and the total dividend paid
to ordinary shareholders as a percentage of the total shareholder’s equity in each year. If an
employee remains employed by us for at least four years, or a person or affiliated group of persons
acquires 30% or more of our common shares, we are obligated to exchange the redeemable preferred
shares (whether or not the redeemable preferred shares have been held for four years) for the same
number of common shares. We are also obligated to exchange the redeemable preferred shares for an
equal number of common shares if an employee’s employment with us or any of our affiliates
terminates by reason of the
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employee’s death, permanent disability or the employee reaches the age of 65 years. However, if an
employee’s employment with us or any of our affiliates terminates for any other reason, we may at
any time up to and including the first anniversary of such termination, redeem the employee’s
redeemable preferred shares for cash equal to 75% of the average of the closing market price for
our common shares on each of the first seven trading days in the month of October of the year in
which the redeemable preferred shares were issued to the employee.
Under the plan, when an employee is issued redeemable preferred shares, the employee is also
granted an option to purchase an equal number of redeemable preferred shares at approximately 75%
of the average market price of the ordinary shares. The exercise price is determined using the
average of the closing market price for our ordinary shares on each of the first seven trading days
in the month of October of the year in which the redeemable preferred shares were issued to the
employee. The grant date is determined as 90 days after the date of the auditor’s certificate on
the financial statements for the relevant year. This option expires, unless exercised by the
employee, within thirty (30) days after the date of grant. Since we adopted the employee share
incentive plan, our employees have acquired 270,458 redeemable preferred shares, of which 238,146
have been redeemed for an equal number of ordinary shares.
Employee Share Option Plan
In 2001, we established an employee share option plan for certain long-term employees who
participate in the share incentive plan. This plan was introduced in order to compensate these
employees for adjustments in the employee share incentive plan. Under the share option plan, these
employees are granted in each calendar year, as long as the employee is a participant in the
employee share incentive plan, options to purchase shares of common stock. The price at which the
option may be exercised will be the closing market price on the grant date, which is 90 days after
the date of the auditor’s certificate on the financial statements for the relevant year. The
number of options each employee is granted is equal to five times the sum of (i) the number of
redeemable preferred shares which that employee receives for $nil consideration and (ii) the number
of redeemable preferred shares options which that employee exercises in that given year. The
options may be exercised during the period commencing on the fourth anniversary of the grant date
and ending on the thirtieth day after the fourth anniversary of the grant date.
Since we adopted the employee share option plan, we have granted 45,210 options to purchase
common shares at an exercise price of $4.60 with an expiration date of August 4, 2005, 27,390
options to purchase ordinary shares at an exercise price of $7.35 with an expiration date of July
30, 2006, 29,490 options to purchase ordinary shares at an exercise price of $7.71 with an
expiration of July 29, 2007 and 8,480 options to purchase ordinary shares at an exercise price of
$11.74 with an expiration of September 3, 2008.
Non-Executive Directors’ Share Plan
In 1999, we implemented a share grant plan for our directors who are not executive officers or
serving as the Cayman Islands’ government representative on our board. Under this plan, a director
receives ordinary shares based upon the number of board and committee meetings that the director
attends during the year. On January 1, 2004, director’s fees have been increased to take into
account the increasing responsibilities and duties of our directors, however the share equivalent
portion of these fees remains unchanged. Each board meeting is worth the share equivalent of a
$1,200 fee and each committee meeting is worth the share equivalent of a $600 fee. Attendance fees
are accumulated throughout the year and then divided by the prevailing market price on October
1st, or the next trading day if October 1st falls on a non-trading day, of
the preceding year to determine the number of shares to be granted for the current year.
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As a result of the non-executive directors’ share plan, the directors, as a group, as of
December 31, 2005, are entitled to receive 1,523 ordinary shares, based upon the prevailing market
price for the ordinary shares on October 3, 2005 of $19.30.
Pension Plan
As with every employer in the Cayman Islands, we are required by the National Pension Law to
provide a pension plan for our employees in the Cayman Islands. We belong to both the Cayman
Islands Chamber Pension Plan and the Ocean Conversion Staff Pension Plan in the Cayman Islands.
The Chamber Pension Plan is a non-profit entity, which is administered by the Bank of Butterfield,
and the Ocean Conversion Staff Pension Plan has as its trustee, Colonial Private Trustee Limited
and is administered by the British Caymanian Insurance Company Ltd.
Under the Cayman Islands National Pensions Law, all employees between the ages of 18 and 60
must contribute a specified minimum percentage of their earnings to a pension plan. Until
recently, the exact percentage of contributions varied according to the age of each employee.
Since June 1, 2002, however, all employees must contribute 5% of their earnings to a pension plan.
An employee also has the option of contributing more than the prescribed minimum. Our company is
required to match the contribution of the first 5% of each participating employee’s salary to a
maximum of $72,000. Employees earning more than $72,000 are not required to make contributions on
amounts over $72,000. All contributions by our employees are collected by us and paid into the
various pension plans on a monthly basis.
Both plans are defined benefit plans, and as such the amount that an employee receives upon
retirement is directly related to the amount contributed to the plan by the employee while working.
Once an employee retires (employees become eligible for retirement at age 60 in the Cayman
Islands), an employee has the following options for receiving benefits:
| • | Receive a cash payout if the employee’s retirement savings is less than $6,000; | ||
| • | Transfer the retirement savings to a life annuity for investment by a life insurance company and payment of a regular income stream to the employee for the remainder of the employee’s life (and the employee’s spouse’s life if the employee is married at the time of retirement); or | ||
| • | Transfer the retirement savings to a Retirement Savings Arrangement account with an approved provider or bank and receive regular income payments until the account is depleted. |
Employment Agreements
Jeffrey
M. Parker–Chairman of the Board of Directors
On January 1, 2004, we entered into a three-year employment agreement with Jeffrey M. Parker,
our Chairman of the Board of Directors, with remuneration of $165,000 per annum. This agreement
supersedes all prior contracts and understandings between the parties save that benefits earned or
accrued under prior contracts shall not be extinguished or affected. This agreement is subject to
extension each year upon mutual agreement and shall be extended such that the term shall be
for three years from January 1st of the next following year. If we terminate Mr. Parker
without cause, he is entitled to twice the annual remuneration set out in this agreement, adjusted
for any annual increases received.
Under a previous employment agreement for the year ended December 31, 2003, which was amended
to adjust the exercise price of his options from the first seven trading days in the month of
October of that year to December 31st of that year, Mr. Parker was granted an option to
purchase 90,194
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common shares at an exercise price of $10.03. For the year ended December 31, 2002, Mr. Parker was
granted an option to purchase 52,318 common shares at an exercise price of $5.97 per share. All
options granted to Mr. Parker after March 1999 expire on the third anniversary of the date of the
auditor’s report on the financial statements for the year of the grant. Under the terms of his new
employment agreement Mr. Parker will no longer be granted options.
For the year ended December 31, 2003, under the terms of his previous employment agreement,
Mr. Parker was entitled to receive an annual bonus for each completed financial year during which
he served in the capacities of Chairman and Chief Executive Officer. The amount of the bonus
consisted of the following two amounts: (a) 1.5% of our net profits for that financial year, before
charging this bonus, dividends, or crediting any amounts arising from the re-valuation of our
assets and (b) 15% of the amount by which our net profits for that financial year (calculated in
the same manner as in (a) above) exceed the highest annual net profits earned by us in any prior
financial year.
For each completed fiscal year beginning with 2004, Mr. Parker will be paid a bonus calculated
as (a) 1.5% of the net profits for that financial year, before charging this bonus, dividends, or
crediting any amounts arising from the re-valuation of our assets to a maximum of 40% of Mr.
Parkers annual remuneration and (b) 15% of the amount by which our net profits for that financial
year (calculated in the same manner as in (a) above) exceed the highest annual net profits earned
by us in any prior financial year. This bonus shall be paid as to 75% in cash and 25% in common
shares of the Company valued at the market price at the close of trading of the same on December
31st of the relevant financial year.
Frederick
W. McTaggart–President and Chief Executive Officer
On January 1, 2004, we entered into a three-year employment agreement with Frederick W.
McTaggart, our President and Chief Executive Officer, with remuneration of $200,000 per annum.
This agreement supersedes all prior contracts and understandings between the parties save that
benefits earned or accrued under prior contracts shall not be extinguished or affected. This
agreement is subject to extension each year upon mutual agreement and shall be extended such
that the term shall be for three years from January 1st of the next following year. If
we terminate Mr. Frederick McTaggart without cause, he is entitled to twice the annual remuneration
set out in this agreement, adjusted for any annual increases received.
Under a previous employment agreement for the year ended December 31, 2003, which was amended
to adjust the exercise price of his options from the first seven trading days in the month of
October of that year to December 31st of that year, Mr. Frederick McTaggart was granted
an option to purchase 87,580 common shares at an exercise price of $10.03. For the year ended
December 31, 2002, Mr. Frederick McTaggart was granted an option to purchase 52,854 common shares
at an exercise price of $5.97 per share. All options granted to Mr. Frederick McTaggart expire on
the third anniversary of the date of the auditor’s report on the financial statements for the year
of the grant. Under the terms of his new employment agreement Mr. Frederick McTaggart will no
longer be granted options.
For the year ended December 31, 2003, under the terms of his employment agreement, Mr.
Frederick McTaggart was entitled to receive an annual bonus for each completed financial year
during which he served in the capacities of President and Chief Operating Officer. The bonus
consists of the following two amounts: (a) 2.5% of our net profits for that financial year, before
charging this bonus, dividends or crediting any amounts arising from the re-valuation of our assets
and (b) 5% of the amount by which our net profits for that financial year (calculated in the same
manner as in (a) above) exceed the highest annual net profits earned by us in any prior financial
year.
For each completed financial year beginning with the financial year 2004, Mr. Frederick
McTaggart will be paid a bonus calculated as (a) 2% of the net profits for that financial year,
before
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charging this bonus, dividends, or crediting any amounts arising from the re-valuation of our
assets to a maximum of 50% of Mr. Frederick McTaggart’s annual remuneration and (b) 5% of the
amount by which our net profits for that financial year (calculated in the same manner as in (a)
above) exceed the highest annual net profits earned by us in any prior financial year. This bonus
shall be paid as to 75% in cash and 25% in ordinary shares of the Company valued at the market
price at the close of trading of the same on December 31st of the relevant financial
year.
Joseph
Pivinski–Senior Vice President and Chief Financial Officer
On April 1, 2005, we entered into a two-year employment agreement with Joseph Pivinski as
Senior Vice President, with annual remuneration of $145,000 per annum. This agreement is subject to
extension each year if the Chief Executive Officer so determines and shall be extended for a
further term not exceeding two years. If we terminate Mr. Pivinski without cause, he is entitled to
the annual remuneration set out in this agreement, adjusted for any annual increases received.
For the year ending December 31, 2005 and for each completed financial year thereafter, Mr.
Pivinski is entitled to receive a maximum cash bonus of up to 25.0% of his annual remuneration for
the completion of certain agreed to performance goals, such bonus to be determined at the sole
discretion of the Chief Executive Officer and to be pro rated for the initial year, 2005.
Brent
J. Santha–Vice President of Finance and Company Secretary
On January 1, 2004, we entered into a two-year employment agreement with Brent J. Santha, our
Vice President of Finance, Interim Chief Financial Officer and Company Secretary, with remuneration
of $115,000 per annum while he serves as Chief Financial Officer and $100,000 thereafter while he
serves as Vice President of Finance. This agreement supersedes all prior contracts and
understandings between the parties save that benefits earned or accrued under prior contracts shall
not be extinguished or affected. This agreement is subject to extension each year if the Chief
Executive Officer so determines and shall be extended for a further term not exceeding two years.
Under a previous employment agreement for the year ended December 31, 2003, Mr. Santha was
granted an option to purchase that number of common shares which equals 0.25% of our net profit for
that year. In 2003, Mr. Santha was granted an option to purchase 20,966 ordinary shares at an
exercise price of $10.03. The exercise price of the options granted to Mr. Santha is equal to the
average of the closing market price of our common shares on the last trading day of that year. All
options granted to Mr. Santha expire on the day before the third anniversary of the date of the
auditor’s report on the financial statement for the year of the grant. Under the terms of his new
employment agreement Mr. Santha will no longer be granted options.
For the year ended December 31, 2003, under the terms of his previous employment agreement,
Mr. Santha was entitled to receive an annual bonus as determined at the discretion of the President
of our company.
For each completed financial year beginning with the financial year 2004, Mr. Santha will be
paid a bonus calculated as 2.5% of the amount by which our net profits for that financial year
(before charging this bonus, dividends, or crediting any amounts arising from the re-valuation of
our assets) exceed the highest annual net profits earned by us in any prior financial year to a
maximum of 40% of Mr. Santha’s annual remuneration. This bonus shall be paid as to in cash or, in
common shares of the Company valued at the market price at the close of trading on December 31st of
the relevant financial year (or if such day is not a trading day, at the close of trading on the
preceding trading day), or as a combination of both at the Vice President election.
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Gregory
S. McTaggart–Vice President of Cayman Operations
On January 1, 2004, we entered into a two-year employment agreement with Gregory S. McTaggart,
our Vice President of Cayman Operations, with remuneration of $105,000 per annum. This agreement
supersedes all prior contracts and understandings between the parties save that benefits earned or
accrued under prior contracts shall not be extinguished or affected. This agreement is subject to
extension each year if the Chief Executive Officer so determines and shall be extended for a
further term not exceeding two years.
Under a previous employment agreement for the year ended December 31, 2003, Mr. Gregory
McTaggart was granted an option to purchase that number of common shares which equals 0.75% of our
net profit for that year. The exercise price of the options to be granted to Mr. Gregory McTaggart
was amended on December 5, 2003 to be equal to the closing price of the Company’s ordinary shares
on December 31st of the relevant financial year. For the year ended December 31, 2003,
Mr. Gregory McTaggart was granted an option to purchase 63,444 common shares at an exercise price
of $10.03 per share. For the year ended December 31, 2002, Mr. Gregory McTaggart was granted an
option to purchase 38,650 common shares at an exercise price of $5.97 per share. All options
granted to Mr. Gregory McTaggart expire on the third anniversary of the date of the auditor’s
report on the financial statements for the year of grant. Under the terms of his new employment
agreement Mr. Gregory McTaggart will no longer be granted options.
For the year ended December 31, 2003, under the terms of his previous employment agreement,
Mr. Gregory McTaggart was entitled to receive an annual bonus for each completed financial year
during which he serves in the capacity of Vice President of Operations. The bonus consists of 2.5%
of the amount by which our net profits for that financial year (before charging this bonus,
dividends or crediting any amounts arising from the re-valuation of our assets) exceed the highest
annual net profits earned by us in any prior financial year.
For each completed financial year beginning with the financial year 2004, Mr. Gregory
McTaggart will be paid a bonus calculated as 2.5% of the amount by which our net profits for that
financial year (before charging this bonus, dividends, or crediting any amounts arising from the
re-valuation of our assets) exceed the highest annual net profits earned by us in any prior
financial year to a maximum of 40% of Mr. Gregory McTaggart’s annual remuneration. This bonus
shall be paid as to in cash or in common shares of the Company valued at the market price at the
close of trading on December 31st of the relevant financial year (or if such day is not a trading
day, at the close of trading on the preceding trading day), or as a combination of both at the Vice
President election.
Robert
B. Morrison–Vice President of Purchasing and Information Technology
On January 1, 2004, we entered into a two-year employment agreement with Robert B. Morrison,
our Vice President of Purchasing and Information Technology, with remuneration of $100,000 per
annum. This agreement supersedes all prior contracts and understandings between the parties save
that benefits earned or accrued under prior contracts shall not be extinguished or affected. This
agreement is subject to extension each year if the Chief Executive Officer so determines and shall
be extended for a further term not exceeding two years.
For each completed financial year beginning with the financial year 2004, Mr. Morrison will be
paid a bonus calculated as 2.5% of the amount by which our net profits for that financial year
(before charging this bonus, dividends, or crediting any amounts arising from the re-valuation of
our assets) exceed the highest annual net profits earned by us in any prior financial year to a
maximum of 40% of Mr. Morrison’s annual remuneration. This bonus shall be paid as to in cash or in
common shares of the Company valued at the market price at the close of trading on December 31st of
the relevant financial year (or if such day is not a trading day, at the close of trading on the preceding trading day),
or as a combination of both at the Vice President election.
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Gerard
J. Pereira–Vice President of Engineering
On January 1, 2004, we entered into a two-year employment agreement with Gerard J. Pereira,
our Vice President of Engineering, with remuneration of $100,000 per annum. This agreement
supersedes all prior contracts and understandings between the parties save that benefits earned or
accrued under prior contracts shall not be extinguished or affected. This agreement is subject to
extension each year if the Chief Executive Officer so determines and shall be extended for a
further term not exceeding two years.
For the year ended December 31, 2003, under the terms of his previous employment agreement,
Mr. Pereira was entitled to receive an annual bonus equal to 0.6% of the sum of the net profits as
at the end of each fiscal year of Ocean Conversion (BVI) Ltd. and DesalCo (Barbados) Ltd. (before
charging this bonus, dividends or crediting any amounts arising from the re-valuation of our
assets).
For each completed financial year beginning with the financial year 2004, Mr. Pereira will be
paid a bonus calculated as 2.5% of the amount by which our net profits for that financial year
(before charging this bonus, dividends, or crediting any amounts arising from the re-valuation of
our assets) exceed the highest annual net profits earned by us in any prior financial year to a
maximum of 40% of Mr. Pereira’s annual remuneration. This bonus shall be paid as to in cash or in
common shares of the Company valued at the market price at the close of trading on December 31st of
the relevant financial year (or if such day is not a trading day, at the close of trading on the
preceding trading day), or as a combination of both at the Vice President election.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions
The Compensation Committee of the Board of Directors consists of Carson K. Ebanks, Richard
L. Finlay, Clarence B. Flowers, Jr. and Wilmer Pergande. No member of the Compensation
Committee is, or at any time in the past has been, an officer or employee of the Company or any
of its subsidiaries.
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ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED
STOCKHOLDERS MATTERS
STOCKHOLDERS MATTERS
The table below sets forth the beneficial ownership of our common shares, par value CI$0.50
per share, of which 12,181,778 are outstanding as of March 10, 2006 and our redeemable preferred
shares, par value CI$0.50 per share, of which 32,304 are outstanding as of March 10, 2006 by:
| • | each person or entity that we know beneficially owns more than 5% of our common shares or redeemable preferred shares; | ||
| • | each of our executive officers and directors; and | ||
| • | all of our officers and directors as a group. |
| Identity of | Amount | Percentage of | ||||||||
| Title of Class | Person or Group (1) (2) (3) | Owned | Class | |||||||
| Common Shares | Thomas C. Barrow (1) |
740,388 | 6.1 | % | ||||||
| Common Shares | Thomson, Horstmann, &
Bryant (2) |
630,050 | 5.2 | % | ||||||
| Common Shares | Jeffrey M. Parker, Chairman of the Board of Directors, |
563,176 | 4.5 | % | ||||||
| Common Shares | Frederick W. McTaggart, Director, President and Chief Executive Officer |
200,994 | 1.6 | % | ||||||
| Common Shares | Gregory S. McTaggart, Vice President of Cayman Operations |
201,732 | 1.7 | % | ||||||
| Common Shares | Kenneth R. Crowley, Vice President of Overseas Operations |
— | * | |||||||
| Common Shares | Robert B. Morrison, Vice President of Purchasing and IT |
3,406 | * | |||||||
| Common Shares | Joseph Pivinski, Senior Vice President and Chief Financial Officer |
— | * | |||||||
| Common Shares | Gerard J. Pereira, Vice President of Engineering |
3,784 | * | |||||||
| Common Shares | Brent J. Santha, Vice President of Finance, and Company Secretary |
23,366 | * | |||||||
| Common Shares | J. Bruce Bugg, Jr., Director |
9,086 | * | |||||||
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Table of Contents
| Identity of | Amount | Percentage of | ||||||||
| Title of Class | Person or Group (1) (2) (3) | Owned | Class | |||||||
| Common Shares | William T. Andrews, Director |
875 | * | |||||||
| Common Shares | Brian E. Butler, Director |
43,744 | * | |||||||
| Common Shares | Steven A. Carr, Director |
86,250 | * | |||||||
| Common Shares | Carson K. Ebanks, Director |
— | * | |||||||
| Common Shares | Richard L. Finlay, Director |
1,403 | * | |||||||
| Common Shares | Clarence B. Flowers, Jr., Director |
300,000 | 2.5 | % | ||||||
| Common Shares | Wilmer Pergande, Director |
7,387 | * | |||||||
| Common Shares | David W. Sasnett, Director |
— | * | |||||||
| Common Shares | Raymond Whittaker, Director |
25,906 | * | |||||||
| Common Shares | Directors and Executive
Officers as a Group
(18 persons) |
1,461,109 | 12.0 | % | ||||||
| Redeemable | Margaret Julier, |
|||||||||
| Preferred Shares | Office Manager |
4,492 | 13.9 | % | ||||||
| Redeemable | William Banker |
|||||||||
| Preferred Shares | Operations Manager |
5,056 | 15.7 | % | ||||||
| Redeemable | Chet Ritch |
|||||||||
| Preferred Shares | Operations |
1,512 | 4.7 | % | ||||||
| Redeemable | Helbert Rodriquez |
|||||||||
| Preferred Shares | Operations |
1,776 | 5.5 | % | ||||||
| Redeemable | Ivan Tabora |
|||||||||
| Preferred Shares | Operations |
1,452 | 4.5 | % | ||||||
| Redeemable | Elizabeth Triana |
|||||||||
| Preferred Shares | Customer Service |
1,658 | 5.1 | % | ||||||
An asterisk (*) in the above table indicates less than one percent
118
Table of Contents
| (1) | On January 20, 2005, Javelin Opportunities LP, Javelin Opportunities Offshore, Ltd. and Javelin Partners LP (the “Javelin Entities”) jointly filed a Schedule 13G (“Schedule 13G”) with the Securities and Exchange Commission. The Schedule 13G states that Javelin Opportunities LP has sole voting and investment power over 362,400 common shares, Javelin Opportunities Offshore, Ltd. has sole voting and investment power over 351,600 shares and Javelin Partners LP has sole voting and investment power over 26,388 shares. Thomas C. Barrow is the managing member of the general partner of each of the Javelin Entities. The address of the Javelin Entities and Thomas C. Barrow is 7674 W. Lake Mead Boulevard, Suite 230, Las Vegas, NV 89128. | ||
| (2) | On January 9, 2006, Thomson Horstmann & Bryant, Inc. filed a Schedule 13G (“Schedule 13G”) with the Securities and Exchange Commission. The Schedule 13G states that Thomson Horstmann & Bryant, Inc. has sole voting power over 380,180 shares of common stock and sole dispositive power over 630,050 shares. The address of the Thomson Horstmann & Bryant, Inc. is Park 80 West, Plaza One, Saddle Brook, NJ 07663. | ||
| (3) | The address for Jeffrey Parker, Frederick McTaggart, Gregory McTaggart, Kenneth Crowley, Robert Morrison, Gerard Pereira, Brent Santha Margaret Julier, William Banker, Chet Ritch, Helbert Rodriquez, Ivan Tabora and Elizabeth Triana is as follows: c/o Consolidated Water Co. Ltd., Regatta Office Park, Windward Three, 4th Floor, P.O. Box 1114GT, Grand Cayman, Cayman Islands The address for Joseph Pivinski is Aquilex, Inc., 674 S. Military Trail, Deerfield Beach, FL 33442. The address for each of J. Bruce Bugg Jr. and Argyle/Cay-Water, Ltd. is c/o Argyle Investment Corp., 1500 Nations Bank Plaza, 300 Convent Street, San Antonio, Texas 78205. The address for William Andrews is “De Salt House”, 7 Salt Kettle Lane, Paget PG 01, Bermuda. The address for Brian Butler is P.O. Box 30864 SMB, Grand Cayman, B.W.I. The address for Steven A. Carr c/o Carr & Associates, P.O. Box 4689, Bryan, Texas 77805. The address for Caron Ebanks is Government Administration Building, Georgetown, Grand Cayman, B.W.I. The address for Richard Finlay is P.O. Box 31442 SMB, Grand Cayman, B.W.I. The address for Clarence Flowers, Jr. is P.O. Box 2581GT, Grand Cayman, B.W.I. The address for Wilmer Pergande is 3724 Bengal Road, Gulf Breeze, Florida 32561. The address for David Sasnett is 16254 SW 67 Court, Fort Lauderdale, Florida 33331. The address for Raymond Whittaker is P.O. Box 1982GT, Grand Cayman, B.W.I. |
Unless otherwise indicated, to our knowledge, the persons named in the table above have sole
voting and investment power with respect to the shares listed. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, shares issuable under
stock options exercisable within 60 days after April 15, 2005 are deemed outstanding for that
person but are not deemed outstanding for computing the percentage of ownership of any other
person. Of the 553,176 common shares owned by Mr. Parker, 143,512 are common shares underlying options granted to Mr. Parker, which may be
exercised within 60 days after March 10, 2006. Of the 200,994 common shares owned by Mr. Frederick
McTaggart, 140,434 are common shares underlying options granted to Mr. Frederick McTaggart, which
may be exercised within 60 days after March 10, 2006. Of the 201,732 common shares owned by Mr.
Gregory McTaggart, 102,120 are common shares underlying options granted to Mr. Gregory McTaggart,
which may be exercised within 60 days after March 10, 2006. Of the 3,406 common shares owned by
Mr. Morrison, 3,206 have shared investment power. Of the 23,366 common shares owned by Mr. Santha,
2,400 have shared investment power and 20,966 are common shares underlying options granted to Mr.
Santha, which may be exercised within 60 days after March 10, 2006.
119
Table of Contents
Equity Compensation Plan Information
The following table sets forth certain information as of December 31, 2005, with respect to
compensation plans (including individual compensation arrangements) under which our equity
securities are authorized for issuance under:
| • | all compensation plans previously approved by our security holders; and | ||
| • | all compensation plans not previously approved by our security holders. |
| Number of | ||||||||||||
| securities | ||||||||||||
| remaining available | ||||||||||||
| Number of | for future issuance | |||||||||||
| securities to be | under equity | |||||||||||
| issued upon | Weighted-average | compensation plans | ||||||||||
| exercise of | exercise price of | (excluding | ||||||||||
| outstanding | outstanding | securities | ||||||||||
| options, warrants | options, warrants | reflected in column | ||||||||||
| and rights | and rights | (a)) | ||||||||||
| Plan category | (a) | (b) | (c) | |||||||||
Equity compensation
plans approved by
security holders |
526,860 | $ | 8.52 | * | ||||||||
Equity compensation
plans not approved
by security holders |
73,790 | ** | $ | 9.39 | * | |||||||
Total |
600,650 | $ | 8.63 | * | ||||||||
| * | Our equity compensation plans do not have any limits on the amount of shares reserved for issuance under the plans. | |
| ** | All of the 73,790 shares are issuable pursuant to our employee stock option plan. See Note 21 to the Notes to Consolidated Financial Statements. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a discussion of the employment agreements we have with our executive officers, see Part
III, Item 11 of this Annual Report.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table shows the fees that the Company paid or accrued for the audit and other
services provided by Rachlin Cohen & Holtz LLP for the fiscal year ended December 31, 2005 and KPMG
for the fiscal year ended December 31, 2004.
| 2005 | 2004 | |||||||
Audit |
$ | 397,000 | $ | 537,819 | ||||
Audit-Related |
— | — | ||||||
Tax |
— | — | ||||||
All Other |
— | — | ||||||
Total |
$ | 397,000 | $ | 537,819 | ||||
Audit Fees: This category includes the fees for the examination of the Company’s consolidated
financial statements and internal controls, review of the Company’s Annual Report on Form 10-K and
the quarterly reviews of the interim financial statements included in the Company’s Quarterly
Reports on Form 10-Q.
Audit-Related Fees: This category consists of services that are closely related to the
financial audit process and primarily consists of review of reports filed and to be filed with the
U.S. Securities and Exchange Commission and accounting advice relating thereto.
Tax Fees: This category relates to professional services for tax compliance, tax advice, and
tax planning. No such services were provided to the Company during the years ended December 31,
2005 and 2004.
All audit services performed by Rachlin Cohen & Holtz and KPMG were approved by the Audit
Committee. The Audit Committee gives due consideration to the potential effect of non-audit
services on maintaining the auditors independence.
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Table of Contents
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
| (a)1. Financial Statements | ||
| The Consolidated Water Co. Ltd. financial statements found in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA for the year ended December 31, 2005 are incorporated herein by reference. | ||
| Pursuant to Rule 3-09 of Regulation S-X, when either the first or third condition set forth in Rule 1-02(w), substituting 20 percent for 10 percent, is met by a 50 percent-or-less-owned person accounted for by the equity method separate financial statements shall be filed. The Ocean Conversion (BVI) Ltd. financial statements found in ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA for the year ended December 31, 2005 are incorporated herein by reference. | ||
| 2. | Financial Statement Schedules | |
| None | ||
| 3. | Exhibits |
| Exhibit | ||||
| Number | Exhibit Description | |||
| 2.1 | Share Sale Agreement dated October 4, 2002, among Consolidated Water
Co. Ltd. and William T. Andrews and Margaret D. Andrews (incorporated
herein by reference to the exhibit filed as a part of our Form 8-K
dated February 13, 2003, Commission File No. 0-25248) |
|||
| 2.2 | Agreement to Amend Share Sale Agreement dated November 29, 2002
between the Company and William T. Andrews and Margaret D. Andrews
(incorporated herein by reference to the exhibit filed as a part of
our Form 8-K dated February 13, 2003, Commission File No. 0-25248) |
|||
| 2.3 | Agreement to Amend Share Sale Agreement dated December 30, 2002
between the Company and William T. Andrews and Margaret D. Andrews
(incorporated herein by reference to the exhibit filed as a part of
our Form 8-K dated February 13, 2003, Commission File No. 0-25248) |
|||
| 2.4 | Agreement to Amend Share Sale Agreement dated January 31, 2003 between
the Company and William T. Andrews and Margaret D. Andrews
(incorporated herein by reference to the exhibit filed as a part of
our Form 8-K dated February 13, 2003, Commission File No. 0-25248) |
|||
| 2.5 | Share Sale Agreement dated October 4, 2002, among Consolidated Water
Co. Ltd., North American Mortgage & Finance Corporation and
Transcontinental Finance Corporation Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
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Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 2.6 | Agreement to Amend Share Sale Agreement dated November 29, 2002 among
the Company North-American Mortgage & Finance Corporation and
Transcontinental Finance Corporation Limited (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 2.7 | Agreement to Amend Share Sale Agreement dated December 30, 2002 among
the Company North-American Mortgage & Finance Corporation and
Transcontinental Finance Corporation Limited (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 2.8 | Agreement to Amend Share Sale Agreement dated January 31, 2003 among
the Company North-American Mortgage & Finance Corporation and
Transcontinental Finance Corporation Limited (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 2.9 | Agreement dated October 8, 2002 between Consolidated Water Co. Ltd.
and Sage Water Holdings (BVI) Limited (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 2.10 | Amending Agreement dated November 15, 2002 between the Company and
Sage Water Holdings (BVI) Limited (incorporated herein by reference to
the exhibit filed as a part of our Form 8-K dated February 13, 2003,
Commission File No. 0-25248) |
|||
| 2.11 | Amending Agreement dated December 18, 2002 between the Company and
Sage Water Holdings (BVI) Limited (incorporated herein by reference to
the exhibit filed as a part of our Form 8-K dated February 13, 2003,
Commission File No. 0-25248) |
|||
| 2.12 | Amending Agreement dated January 28, 2003 between the Company and Sage
Water Holdings (BVI) Limited (incorporated herein by reference to the
exhibit filed as a part of our Form 8-K dated February 13, 2003,
Commission File No. 0-25248) |
|||
| 2.13 | Share Sale Agreement dated December 16, 2002 between Consolidated
Water Co. Ltd. and Bacardi & Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 2.14 | Registration Rights Agreement dated February 7, 2003 between
Consolidated Water Co. Ltd. and North American Mortgage & Finance
Corporation (incorporated herein by reference to the exhibit filed as
a part of our Form 8-K dated February 13, 2003, Commission File No.
0-25248) |
|||
| 4.1 | Amended and Restated Memorandum of Association of Consolidated Water
Co. Ltd., dated December 4, 1998 (incorporated by reference to the
exhibit filed as part of our Form 20-F for the fiscal year ended
December 31, 1998, Commission File No. 0-25248) |
|||
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Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 4.2 | Amended and Restated Articles of Association of Consolidated Water Co.
Ltd., dated August 11, 2004. (incorporated by reference to the exhibit
filed as part of our Form 10-K for the fiscal year ended December 31,
1994, Commission File No. 0-25248) |
|||
| 10.1 | License Agreement, dated July 11, 1990, between Cayman Water Company
Limited and the Government of the Cayman Islands (incorporated herein
by reference to the exhibit filed as a part of our Form 20-F dated
December 7, 1994, Commission File No. 0-25248) |
|||
| 10.2 | First Amendment to License Agreement, dated September 18, 1990,
between Cayman Water Company Limited and the Government of the Cayman
Islands. (incorporated herein by reference to the exhibit filed as a
part of our Form 20-F dated December 7, 1994, Commission File No.
0-25248) |
|||
| 10.3 | Second Amendment to License Agreement, dated February 14, 1991 between
Cayman Water Company Limited and the Government of the Cayman Islands.
(incorporated herein by reference to the exhibit filed as a part of
our Form 20-F dated December 7, 1994, Commission File No. 0-25248) |
|||
| 10.4 | An Amendment to a License to Produce Potable Water, dated August 15,
2001, between Consolidated Water Co. Ltd. by the Government of the
Cayman Islands (incorporated herein by reference to the exhibit filed
as a part of our Form 10-K for the fiscal year ended December 31,
2001, Commission File No. 0-25248) |
|||
| 10.5 | Fourth Amendment to a License to Produce Potable Water, dated February
1, 2003 between Consolidated Water Co. Ltd. by the Government of the
Cayman Islands (incorporated herein by reference to the exhibit filed
as a part of our Form 10-K for the fiscal year ended December 31,
2002, Commission File No. 0-25248) |
|||
| 10.6 | Agreement, dated December 19, 2002, between Consolidated Water Co.
Ltd. (formerly Cayman Water Company Limited) and Safe Haven Ltd.
(incorporated herein by reference to the exhibit filed as a part of
our Form 10-K for the fiscal year ended December 31, 2002, Commission
File No. 0-25248) |
|||
| 10.9 | Water Supply Agreement, dated December 18, 2000, between Consolidated
Water Co. Ltd. and South Bimini International Ltd. (incorporated
herein by reference to the exhibit filed as a part of our Form 10-K
dated March 30, 2001, Commission File No. 0-25248) |
|||
| 10.10 | Employment contract dated September 30, 2003 between Peter Ribbins and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
| 10.11 | Employment contract dated December 5, 2003 between Jeffrey Parker and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
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Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.12 | Employment contract dated December 5, 2003 between Frederick McTaggart
and Consolidated Water Co. Ltd. (incorporated herein by reference to
the exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
| 10.13 | Specimen Service Agreement, between Cayman Water Company Limited and
consumers (incorporated herein by reference to the exhibit filed as
part of our Registration Statement on Form F-1 dated March 26, 1996) |
|||
| 10.14 | Summary Share Grant Plan for Directors (incorporated herein by
reference to the exhibit filed as part of our Registration Statement
on Form F-2 dated May 17, 2000, Commission File No. 333-35356) |
|||
| 10.15 | Employee Share Option Plan (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2001, Commission File No. 0-25248) |
|||
| 10.16 | Option Deed, dated August 6, 1997, between Cayman Water Company
Limited and American Stock Transfer & Trust Company (incorporated
herein by reference to the exhibit filed on our Form 6-K, dated August
7, 1997, Commission File No. 0-25248) |
|||
| 10.17 | Purchase and Sale Agreement, dated December 10, 2001, between
Consolidated Water Co. Ltd., Cayman Hotel and Golf Inc., Ellesmere
Britannia Limited and Hyatt Britannia Corporation Ltd. (incorporated
herein by reference to the exhibit filed as a part of our Form 10-K
for the fiscal year ended December 31, 2001, Commission File No.
0-25248) |
|||
| 10.18 | Agreement, dated February 1, 2002, between Consolidated Water Co. Ltd.
and Cayman Hotel and Golf Inc. (incorporated herein by reference to
the exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2001, Commission File No. 0-25248) |
|||
| 10.19 | Consulting Agreement, dated November 17, 1998, between Cayman Water
Company Limited and R.J. Falkner & Company, Inc. (incorporated herein
by reference to the exhibit filed as part of our Registration
Statement on Form F-2 dated May 17, 2000, Commission File No.
333-35356) |
|||
| 10.20 | Agreement, dated July 24, 1995, between Cayman Water Company Limited
and Galleon Beach Resort Limited (incorporated herein by reference to
the exhibit filed as part of our Registration Statement on Form F-2
dated May 17, 2000, Commission File No. 333-35356) |
|||
| 10.21 | Agreement, dated February 9, 1994, between Cayman Water Company
Limited and Widar Ltd. (incorporated herein by reference to the
exhibit filed as part of our Registration Statement on Form F-2 dated
May 17, 2000, Commission File No. 333-35356) |
|||
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Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.22 | Lease of Part, dated October 13, 2000, between Consolidated Water Co.
Ltd. and Colmar Ltd. (incorporated herein by reference to the exhibit
filed as a part of our Form 10-K dated March 30, 2001, Commission File
No. 0-25248) |
|||
| 10.23 | Lease of Part, dated March 1, 2003, between Consolidated Water Co.
Ltd. and Colmar Ltd. (incorporated herein by reference to the exhibit
filed as a part of our Form 10-K for the fiscal year ended December
31, 2003, Commission File No. 0-25248) |
|||
| 10.24 | Lease of Part, dated July 1, 2003, between Consolidated Water Co. Ltd.
and Colmar Ltd. (incorporated herein by reference to the exhibit filed
as a part of our Form 10-K for the fiscal year ended December 31,
2003, Commission File No. 0-25248) |
|||
| 10.25 | Lease, dated December 10, 2001, between Cayman Hotel and Golf Inc. and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2001, Commission File No. 0-25248) |
|||
| 10.26 | Lease, dated April 27, 1993, signed July 18, 2001 between Government
of Belize and Belize Water Limited (incorporated herein by reference
to the exhibit filed as a part of our Form 10-K for the fiscal year
ended December 31, 2001, Commission File No. 0-25248) |
|||
| 10.27 | Amended lease, dated April 27, 1993, signed January 2, 2004 between
Government of Belize and Belize Water Limited (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.28 | Loan Agreement dated February 7, 2003 between Consolidated Water Co.
Ltd. and Scotiabank (Cayman Islands) Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 8-K dated
February 13, 2003, Commission File No. 0-25248) |
|||
| 10.29 | Employment contract dated January 19, 2005 between Kenneth Crowley and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 8-K dated January 14, 2005,
Commission File No. 0-25248) |
|||
| 10.30 | Employment contract dated January 18, 2005 between Gregory McTaggart
and Consolidated Water Co. Ltd. (incorporated herein by reference to
the exhibit filed as a part of our Form 8-K dated January 14, 2005,
Commission File No. 0-25248) |
|||
| 10.31 | Employment contract dated January 17, 2005 between Robert Morrison and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 8-K dated January 14, 2005,
Commission File No. 0-25248) |
|||
| 10.32 | Employment contract dated January 14, 2005 between Gerard Pereira and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 8-K dated January 14, 2005,
Commission File No. 0-25248) |
|||
126
Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.33 | Employment contract dated February 1, 2005 between Brent Santha and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 8-K dated January 14, 2005,
Commission File No. 0-25248) |
|||
| 10.34 | Employment contract dated April 1, 2005 between Joseph Pivinski and
Consolidated Water Co. Ltd. (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2004, Commission File No. 0-25248) |
|||
| 10.35 | Distributorship Agreement dated September 24, 2002 between DWEER
Technology Ltd. and DesalCo Limited (incorporated herein by reference
to the exhibit filed as a part of our Form 10-K for the fiscal year
ended December 31, 2002, Commission File No. 0-25248) |
|||
| 10.36 | Amendment to the Distributorship Agreement dated September 24, 2002
between DWEER Technologies Ltd. and DesalCo Limited (incorporated
herein by reference to the exhibit filed as a part of our Form 10-K
for the fiscal year ended December 31, 2003, Commission File No.
0-25248) |
|||
| 10.37 | Distributorship Agreement dated February 26, 2004 between Calder AG
and DesalCo Limited (incorporated herein by reference to the exhibit
filed as a part of our Form 10-K for the fiscal year ended December
31, 2003, Commission File No. 0-25248) |
|||
| 10.38 | Employee share option notice letter dated May 26, 2003 between Abel
Castillo and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.39 | Employee share option notice letter dated May 26, 2003 between Billy
Banker and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.40 | Employee share option notice letter dated May 26, 2003 between Chet
Ritch Consolidated Water Co. Ltd. (incorporated herein by reference to
the exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
| 10.41 | Employee share option notice letter dated May 26, 2003 between David
Hooker and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.42 | Employee share option notice letter dated May 26, 2003 between
Elizabeth Triana and Consolidated Water Co. Ltd. (incorporated herein
by reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
127
Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.43 | Employee share option notice letter dated May 26, 2003 between
Helverth Rodriguez and Consolidated Water Co. Ltd. (incorporated
herein by reference to the exhibit filed as a part of our Form 10-K
for the fiscal year ended December 31, 2003, Commission File No.
0-25248) |
|||
| 10.44 | Employee share option notice letter dated May 26, 2003 between Ivan
Tabora and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.45 | Employee share option notice letter dated May 26, 2003 between Luis
Wood and Consolidated Water Co. Ltd. (incorporated herein by reference
to the exhibit filed as a part of our Form 10-K for the fiscal year
ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.46 | Employee share option notice letter dated May 26, 2003 between Maggie
Julier and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2003, Commission File No. 0-25248) |
|||
| 10.47 | Employee share option notice letter dated July 8, 2004 between Billy
Banker and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2004, Commission File No. 0-25248) |
|||
| 10.48 | Employee share option notice letter dated July 8, 2004 between Chet
Ritch Consolidated Water Co. Ltd. (incorporated herein by reference to
the exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2004, Commission File No. 0-25248) |
|||
| 10.49 | Employee share option notice letter dated July 8, 2004 between David
Hooker and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2004, Commission File No. 0-25248) |
|||
| 10.50 | Employee share option notice letter dated July 8, 2004 between
Elizabeth Triana and Consolidated Water Co. Ltd. (incorporated herein
by reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2004, Commission File No. 0-25248) |
|||
| 10.51 | Employee share option notice letter dated July 8, 2004 between
Helverth Rodriguez and Consolidated Water Co. Ltd. (incorporated
herein by reference to the exhibit filed as a part of our Form 10-K
for the fiscal year ended December 31, 2004, Commission File No.
0-25248) |
|||
| 10.52 | Employee share option notice letter dated July 8, 2004 between Ivan
Tabora and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2004, Commission File No. 0-25248) |
|||
128
Table of Contents
| Exhibit | ||||
| Number | Exhibit Description | |||
| 10.53 | Employee share option notice letter dated July 8, 2004 between Luis
Wood and Consolidated Water Co. Ltd. (incorporated herein by reference
to the exhibit filed as a part of our Form 10-K for the fiscal year
ended December 31, 2004, Commission File No. 0-25248) |
|||
| 10.54 | Employee share option notice letter dated July 8, 2004 between Maggie
Julier and Consolidated Water Co. Ltd. (incorporated herein by
reference to the exhibit filed as a part of our Form 10-K for the
fiscal year ended December 31, 2004, Commission File No. 0-25248) |
|||
| 10.55 | Employee share option notice letter dated July 18, 2005 between Billy
Banker and Consolidated Water Co. Ltd. |
|||
| 10.56 | Employee share option notice letter dated July 18, 2005 between Chet
Ritch Consolidated Water Co. Ltd. |
|||
| 10.57 | Employee share option notice letter dated July 18, 2005 between David
Hooker and Consolidated Water Co. Ltd. |
|||
| 10.58 | Employee share option notice letter dated July 18, 2005 between
Elizabeth Triana and Consolidated Water Co. Ltd. |
|||
| 10.59 | Employee share option notice letter dated July 18, 2005 between
Helverth Rodriguez and Consolidated Water Co. Ltd. |
|||
| 10.60 | Employee share option notice letter dated July 18, 2005 between Ivan
Tabora and Consolidated Water Co. Ltd. |
|||
| 10.61 | Employee share option notice letter dated July 18, 2005 between Luis
Wood and Consolidated Water Co. Ltd. |
|||
| 10.62 | Employee share option notice letter dated July 18, 2005 between Maggie
Julier and Consolidated Water Co. Ltd. |
|||
| 10.63 | Loan
Agreement dated May 25, 2005 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. |
|||
| 10.64 | Consultancy
Agreement dated January 1, 2006 between Mr. Wilmer Pergande and Consolidated Water Co. Ltd.
|
|||
| 14 | Code of Business Conduct and Ethics (incorporated herein by reference
to the exhibit filed as a part of our Form 10-K for the fiscal year
ended December 31, 2003, Commission File No. 0-25248) |
|||
| 21 | Subsidiaries of the Registrant |
|||
| 23.1 | Consent of Rachlin Cohen & Holtz LLP — Consolidated Water Co. Ltd. |
|||
| 23.2 | Consent of Rachlin Cohen & Holtz LLP — Ocean Conversion (BVI) Ltd. |
|||
| 23.3 | Consent of KPMG — Consolidated Water Co. Ltd. |
|||
| 23.4 | Consent of KPMG — Ocean Conversion (BVI) Ltd. |
|||
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|||
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|||
| 32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
| 32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
| 99.1 | Compensation Committee Charter (incorporated herein by reference to
the exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
| 99.2 | Audit Committee Charter (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
| 99.3 | Nominations Committee Charter (incorporated herein by reference to the
exhibit filed as a part of our Form 10-K for the fiscal year ended
December 31, 2003, Commission File No. 0-25248) |
|||
129
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
||||
| By: | /s/ Jeffrey M. Parker | |||
| Jeffrey M. Parker | ||||
| Chairman of the Board of Directors | ||||
Dated: March 15, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
| Signature | Title | Date | ||
| By: /s/ Jeffrey M. Parker
|
Chairman of th1e Board of Directors | March 15, 2006 | ||
| By: /s/ Frederick W. McTaggart
|
Director, Chief Executive Officer and President (Principal Executive Officer) | March 15, 2006 | ||
| By: /s/ Joseph Pivinski
|
Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) | March 15, 2006 | ||
| By: /s/ J. Bruce Bugg, Jr.
|
Director | March 15, 2006 | ||
| By: /s/ William T. Andrews
|
Director | March 15, 2006 |
130
Table of Contents
| Signature | Title | Date | ||
| By: /s/ Brian E. Butler
|
Director | March 15, 2006 | ||
| By: /s/ Steven A. Carr
|
Director | March 15, 2006 | ||
| By: /s/ Richard L. Finlay
|
Director | March 15, 2006 | ||
| By: /s/ Clarence B. Flowers, Jr.
|
Director | March 15, 2006 | ||
| By: /s/ Wilmer Pergande
|
Director | March 15, 2006 | ||
| By: /s/ David W. Sasnett
|
Director | March 15, 2006 | ||
| By: /s/ Raymond Whittaker
|
Director | March 15, 2006 | ||
| By: /s/ Carson K. Ebanks
|
Director | March 15, 2006 |
131
Table of Contents
CONSOLIDATED WATER CO. LTD.
INDEX TO EXHIBITS FILED WITH 10-K
| 10.55 | Employee share option notice letter dated July 18, 2005 between Billy
Banker and Consolidated Water Co. Ltd. |
|||
| 10.56 | Employee share option notice letter dated July 18, 2005 between Chet
Ritch Consolidated Water Co. Ltd. |
|||
| 10.57 | Employee share option notice letter dated July 18, 2005 between David
Hooker and Consolidated Water Co. Ltd. |
|||
| 10.58 | Employee share option notice letter dated July 18, 2005 between
Elizabeth Triana and Consolidated Water Co. Ltd. |
|||
| 10.59 | Employee share option notice letter dated July 18, 2005 between
Helverth Rodriguez and Consolidated Water Co. Ltd. |
|||
| 10.60 | Employee share option notice letter dated July 18, 2005 between Ivan
Tabora and Consolidated Water Co. Ltd. |
|||
| 10.61 | Employee share option notice letter dated July 18, 2005 between Luis
Wood and Consolidated Water Co. Ltd. |
|||
| 10.62 | Employee share option notice letter dated July 18, 2005 between Maggie
Julier and Consolidated Water Co. Ltd. |
|||
| 10.63 | Loan
Agreement dated May 25, 2005 between Ocean Conversion (BVI) Ltd.
and Consolidated Water Co. Ltd. |
|||
| 10.64 | Consultant
Agreement dated January 1, 2006 between Mr. Wilmer Pergande and
Consolidated Water Co. Ltd.
|
|||
| 21 | Subsidiaries of the Registrant. |
|||
| 23.1 | Consent of Rachlin Cohen & Holtz LLP — Consolidated Water Co. Ltd. |
|||
| 23.2 | Consent of Rachlin Cohen & Holtz LLP — Ocean Conversion (BVI) Ltd. |
|||
| 23.3 | Consent of KPMG — Consolidated Water Co. Ltd. |
|||
| 23.4 | Consent of KPMG — Ocean Conversion (BVI) Ltd. |
|||
| 31.1 | Certification by the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|||
| 31.2 | Certification by the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 |
|||
| 32.1 | Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 |
|||
| 32.2 | Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002 |
132