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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

March 27, 2024

(Date of earliest event reported)

CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands, B.W.I.

0-25248

98-0619652

(State or Other Jurisdiction of

(Commission File No.)

(IRS Employer Identification No.)

Incorporation)

Regatta Office Park

Windward Three, 4th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

(345) 945-4277

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

   

Trading Symbol(s)

   

Name of each exchange on which registered

Class A common stock, $0.60 par value

CWCO

The Nasdaq Global Select Market

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

Emerging growth company  ☐

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

Item 2.02. Results of Operations and Financial Condition.

On March 27, 2024, Consolidated Water Co. Ltd. (the “Company”) issued a press release announcing its results of operations for the year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this report.

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Title

99.1

Press release issued by the Company on March 27, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

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

CONSOLIDATED WATER CO. LTD.

By:

/s/ David W. Sasnett

Name:

David W. Sasnett

Title:

Executive Vice President & Chief Financial Officer

Date: March 28, 2024

3

EX-99.1 2 cwco-20240327xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Consolidated Water Reports 2023 Revenue up 92% to $180.2 Million, Net Income of $30.7 Million or $1.93 per Diluted Share

GEORGE TOWN, Grand Cayman, Cayman Islands, March 27, 2024 -- Consolidated Water Co. Ltd. (NASDAQ Global Select Market: CWCO), a leading designer, builder and operator of advanced water supply and treatment plants, reported results for the full year ended December 31, 2023. All comparisons are to the same prior year period unless otherwise noted. The company will hold a conference call at 11:00 a.m. Eastern time tomorrow to discuss the results (see dial-in information below).

2023 Financial Highlights

Total revenue up 92% to $180.2 million.
Retail revenue up 16% to $30.2 million.
Bulk revenue increased 5% to $34.6 million.
Services revenue increased 240% to $98.0 million, with recurring services revenue generated from operations and maintenance contracts up 37% to $19.4 million.
Manufacturing revenue increased 177% to $17.5 million. 
Net income from continuing operations attributable to company stockholders was $30.7 million or $1.93 per diluted share, as compared to $8.2 million or $0.54 per diluted share in 2022.
Cash and cash equivalents totaled $42.6 million and working capital was $88.8 million as of December 31, 2023.

2023 Operational Highlights

Recognized $64.0 million in revenue on the construction of a $81 million water treatment plant in Goodyear, Arizona, being completed by our subsidiary, PERC Water Corporation (PERC). The project was certified substantially complete in January 2024 and the remaining work on the plant will be completed by June 2024.
Volume of retail water sold increased 15%, primarily due to the greater return of tourist activity in Grand Cayman.
Began construction of a new 2.6 million gallon per day Red Gate desalination plant in Grand Cayman, and recognized total design and construction revenue of $8.2 million in 2023.
Began piloting, design and permitting for a $204 million project to design, construct, operate and maintain a seawater desalination plant in Hawaii announced in June 2023.
Acquired remaining 39% interest of PERC to become the 100% owner of the company’s subsidiary that designs, constructs, operates and manages water infrastructure facilities in the Southwestern U.S.


Acquired Ramey Environmental Compliance (REC) in the fourth quarter, creating a new channel for PERC to expand its presence in water-stressed regions in Colorado.

Dividend Increase

In August 2023, the company increased its quarterly dividend by 11.8% to $0.095 per share beginning in the fourth quarter of 2023.

Management Commentary

“In 2023, our strong revenue and earnings growth made it the best-performing year ever for Consolidated Water,” stated company CEO, Rick McTaggart. “This is a fitting achievement in the year that we celebrated our 50th year in business.

“In fact, revenue was up across all four of our business segments, with total gross profit doubling to $61.9 million and gross margin up 211 basis points to 34.4%. We believe this margin expansion was primarily the result of our focus on quality projects and cost control.

“Over the past year, we have seen tourism recover and water use increase for our Cayman Islands retail and bulk water segments. We also recognized revenue from the design and construction of the 2.6 million gallon per day Red Gate seawater desalination plant we are building for the Water Authority of the Cayman Islands. This contributed significantly to the year-over-year increase in our services segment.

“Our operating results in 2023 benefited from an extraordinary level of design and construction revenue from the Arizona and Cayman projects, both of which are winding down this quarter. Other segments in our business, however, also generated increased revenues, which we expect to continue through 2024. Based on our schedule for the Hawaii project, we expect to complete piloting, design and permitting, and commence construction of that plant in the third quarter of 2025, at which time we will begin to recognize the majority of the $150 million in design-build revenue from that important project over the two-year construction period.

“The sustained robust operational performance and revenue expansion of our PERC subsidiary has continued to bolster our top and bottom lines. Given its strong operational footprint in the Southwestern U.S., a region grappling with critical water scarcity exacerbated by unprecedented drought conditions, PERC is poised for further expansion and advancement in this fundamental segment of our business.

“In our U.S. desalination business, we commenced work in the fourth quarter on site investigations, engineering, permitting and public outreach for our contract to design, construct, operate and maintain a 1.7 MGD seawater desalination plant in Oahu, Hawaii. This project includes a two-year development phase, two-year construction phase and 20-year operating phase, with two potential 5-year operating phase extensions at the client’s option.

“We see opportunities to grow our US-based O&M business as well as our design-build business by building upon our successes this past year. Bidding activity for O&M contracts and design-build projects— particularly in California where PERC’s presence is strong—has been robust and we hope to obtain some of this new work.

2


“Our strong 2023 results certainly set the bar higher in terms of our future growth outlook. However, we remain optimistic about our growth prospects. Our exceptional operational performance over the past several years has reaffirmed our belief that our highly efficient and aesthetically pleasing treatment plant designs, world-class operating and maintenance capabilities, and our innovative project delivery models are superior to our competitors.”

2023 Financial Summary

Revenue totaled $180.2 million, up 92% compared to $94.1 million in 2022. The increase was primarily driven by increases of $4.2 million in the retail segment, $1.6 million in the bulk segment, $69.1 million in the services segment and $11.2 million in the manufacturing segment.

Retail revenue increased primarily due to a 15% increase in the volume of water sold. The volume of water sold in the Cayman Water license area increased by 14% and the remaining 1% increase in the volume of water sold was due to sales by Cayman Water directly to the Water Authority Cayman in the first quarter of 2023. Retail revenue also increased as the result of higher energy costs that increased the energy pass-through component of the company’s retail water rates.

The increase in bulk segment revenue was due to an increase of 6% in the volume of water sold by CW-Bahamas and higher energy costs, which increased the energy pass-through component of the company’s bulk water rates.

The increase in services segment revenue was primarily due to plant construction revenue increasing 566% to $77.3 million. The company recognized approximately $64.0 million in revenue for the construction of the water treatment plant in Goodyear, Arizona, and recognized $8.2 million in revenue for the design and construction of the Red Gate plant in Grand Cayman, Cayman Islands.

Revenue generated under operations and maintenance contracts totaled $19.4 million in the full year of 2023, up 37% from $14.2 million in 2022.

The increase in manufacturing segment revenue was due to higher project activity.

Gross profit for the full year of 2023 was $61.9 million or 34.4% of total revenue, up 104% from $30.4 million or 32.3% of total revenue in 2022.

Net income from continuing operations attributable to stockholders for the full year of 2023 was $30.7 million or $1.93 per diluted share, compared to net income of $8.2 million or $0.54 per diluted share in 2022.

Net income attributable to Consolidated Water stockholders for the full year of 2023, which includes the results of discontinued operations, was $29.6 million or $1.86 per diluted share, up from net income of $5.9 million or $0.38 per diluted share in 2022.

Cash and cash equivalents totaled $42.6 million as of December 31, 2023, with working capital of $88.8 million, debt of $0.4 million, and stockholders’ equity totaling $186.8 million.

3


Full Year Segment Results

 

Year Ended December 31, 2023

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Revenue

$

30,158,051

$

34,595,058

$

97,966,650

$

17,491,474

    

$

180,211,233

Cost of revenue

 

13,891,229

 

24,128,132

 

66,797,762

 

13,467,005

 

118,284,128

Gross profit

 

16,266,822

 

10,466,926

 

31,168,888

 

4,024,469

 

61,927,105

General and administrative expenses

 

16,905,010

 

1,737,264

 

4,271,808

 

1,838,284

 

24,752,366

Gain (loss) on asset dispositions and impairments, net

 

(22,065)

 

12,720

 

 

2,233

 

(7,112)

Income (loss) from operations

$

(660,253)

$

8,742,382

$

26,897,080

$

2,188,418

 

37,167,627

Other income, net

 

  

 

  

 

 

  

828,313

Income before income taxes

 

  

 

  

 

  

 

  

 

37,995,940

Provision for income taxes

 

  

 

  

 

  

 

  

 

6,750,014

Net income from continuing operations

 

  

 

  

 

  

 

  

 

31,245,926

Income from continuing operations attributable to non-controlling interests

 

  

 

  

 

  

 

  

 

573,791

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

 

30,672,135

Loss from discontinued operations

 

  

 

  

 

  

 

  

 

(1,086,744)

Net income attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

$

29,585,391

 

Year Ended December 31, 2022

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Revenue

$

25,954,013

$

32,991,066

$

28,835,428

$

6,324,465

$

94,104,972

Cost of revenue

 

12,548,763

 

23,032,212

 

22,973,634

 

5,195,240

 

63,749,849

Gross profit

 

13,405,250

 

9,958,854

 

5,861,794

 

1,129,225

 

30,355,123

General and administrative expenses

 

14,552,866

 

1,570,732

 

3,461,294

 

1,485,342

 

21,070,234

Gain (loss) on asset dispositions and impairments, net

 

(39,397)

 

5,607

 

23,717

 

(2,631)

 

(12,704)

Income (loss) from operations

$

(1,187,013)

$

8,393,729

$

2,424,217

$

(358,748)

 

9,272,185

Other income, net

 

  

 

  

 

  

 

  

 

464,810

Income before income taxes

 

  

 

  

 

  

 

  

 

9,736,995

Provision for income taxes

396,739

Net income from continuing operations

 

  

 

  

 

  

 

  

 

9,340,256

Income from continuing operations attributable to non-controlling interests

 

  

 

  

 

  

 

  

 

1,112,913

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

 

8,227,343

Loss from discontinued operations

 

  

 

  

 

  

 

  

 

(2,371,049)

Net income attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

$

5,856,294

4



Revenue earned by major geographic region was:

Year ended December 31, 

    

2023

    

2022

Cayman Islands

$

41,728,340

$

30,375,985

The Bahamas

 

31,221,633

 

29,943,615

United States

 

106,768,621

 

33,338,466

Revenue earned from management services agreement with OC-BVI

 

492,639

 

446,906

$

180,211,233

$

94,104,972

Annual General Meeting of Shareholders

The company has set May 28, 2024 as the date of its Annual General Meeting of Shareholders to be held at 3:00 p.m. Cayman Islands time (4:00 p.m. EDT) at the Grand Cayman Marriott Resort, Seven Mile Beach, Grand Cayman, Cayman Islands. Holders of record of the company’s stock as of March 28, 2024 will be entitled to vote at the meeting.

Conference Call

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

Date: Thursday, March 28, 2024

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

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

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

Conference ID: 6785971

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

A replay of the call will be available after 1:00 p.m. Eastern time on the same day through April 4, 2024, as well as available for replay via the Investors section of the Consolidated Water website at www.cwco.com.

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

International replay number: 1-412-317-0088

Replay ID: 6785971

About Consolidated Water Co. Ltd.

Consolidated Water Co. Ltd. develops and operates advanced water supply and treatment plants and water distribution systems. The company designs, constructs and operates seawater desalination facilities in the Cayman Islands, The Bahamas and the British Virgin Islands, and designs, constructs and operates water treatment and reuse facilities in the United States. The company recently entered the U.S. desalination market with a contract to design, constructs, operate and maintain a seawater desalination plant in Hawaii.

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The company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. For more information, visit cwco.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe", "estimate", "project", "intend", "expect", "should", "will" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to (i) continued acceptance of the company's products and services in the marketplace; (ii) changes in its relationships with the governments of the jurisdictions in which it operates; (iii) the outcome of its negotiations with the Cayman government regarding a new retail license agreement; (iv) the collection of its delinquent accounts receivable in the Bahamas; and (v) various other risks, as detailed in the company's periodic report filings with the Securities and Exchange Commission (“SEC”). For more information about risks and uncertainties associated with the company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting the company’s Secretary at the company’s executive offices or at the “Investors – SEC Filings” page of the company’s website at http://ir.cwco.com/docs. Except as otherwise required by law, the company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:
David W. Sasnett
Executive Vice President and CFO
Tel (954) 509-8200
Email Contact

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

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

6


CONSOLIDATED WATER CO. LTD.

CONSOLIDATED BALANCE SHEETS

 

December 31, 

 

2023

    

2022

ASSETS

  

 

  

Current assets

  

 

  

Cash and cash equivalents

$

42,621,898

$

50,711,751

Accounts receivable, net

 

38,226,891

 

27,046,182

Inventory

 

6,044,642

 

5,727,842

Prepaid expenses and other current assets

 

4,056,370

 

5,643,279

Contract assets

 

21,553,057

 

2,913,722

Current assets of discontinued operations

 

211,517

 

531,480

Total current assets

112,714,375

 

92,574,256

Property, plant and equipment, net

 

55,882,521

 

52,529,545

Construction in progress

 

495,471

 

3,705,681

Inventory, noncurrent

 

5,045,771

 

4,550,987

Investment in OC-BVI

 

1,412,158

 

1,545,430

Goodwill

 

12,861,404

 

10,425,013

Intangible assets, net

 

3,353,185

 

2,818,888

Operating lease right-of-use assets

2,135,446

2,058,384

Other assets

 

3,407,973

 

1,669,377

Long-term assets of discontinued operations

 

21,129,288

 

21,129,288

Total assets

$

218,437,592

$

193,006,849

LIABILITIES AND EQUITY

 

  

 

  

Current liabilities

 

  

 

  

Accounts payable, accrued expenses and other current liabilities

$

11,604,369

$

8,438,315

Accounts payable - related parties

403,839

Accrued compensation

 

3,160,030

 

2,267,583

Dividends payable

 

1,572,655

 

1,375,403

Current maturities of operating leases

456,865

546,851

Current portion of long-term debt

192,034

114,964

Contract liabilities

 

6,237,011

 

8,803,921

Deferred revenue

317,017

315,825

Current liabilities of discontinued operations

 

364,665

 

389,884

Total current liabilities

 

23,904,646

 

22,656,585

Long-term debt, noncurrent

191,190

216,117

Deferred tax liabilities

 

530,780

 

560,306

Noncurrent operating leases

1,827,302

1,590,542

Other liabilities

 

153,000

 

219,110

Long-term liabilities of discontinued operations

Total liabilities

 

26,606,918

 

25,242,660

Commitments and contingencies

 

  

 

  

Equity

 

  

 

  

Consolidated Water Co. Ltd. stockholders' equity

 

  

 

  

Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 44,297 and 34,383 shares, respectively

 

26,578

 

20,630

Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,771,545 and 15,322,875 shares, respectively

 

9,462,927

 

9,193,725

Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued

 

 

Additional paid-in capital

 

92,188,887

 

89,205,159

Retained earnings

 

85,148,820

 

61,247,699

Total Consolidated Water Co. Ltd. stockholders' equity

 

186,827,212

 

159,667,213

Non-controlling interests

 

5,003,462

 

8,096,976

Total equity

 

191,830,674

 

167,764,189

Total liabilities and equity

$

218,437,592

$

193,006,849

7


CONSOLIDATED WATER CO. LTD.

CONSOLIDATED STATEMENTS OF INCOME

 

Year Ended December 31, 

 

2023

    

2022

Revenue

$

180,211,233

$

94,104,972

Cost of revenue (including related party expense of $0 and $2,694,810 in 2023 and 2022)

 

118,284,128

 

63,749,849

Gross profit

 

61,927,105

 

30,355,123

General and administrative expenses (including related party expense of $0 and $96,924 in 2023 and 2022)

 

24,752,366

 

21,070,234

Loss on asset dispositions and impairments, net

 

(7,112)

 

(12,704)

Income from operations

 

37,167,627

 

9,272,185

Other income (expense):

 

  

 

  

Interest income

 

696,408

 

447,186

Interest expense

 

(145,284)

 

(46,545)

Profit-sharing income from OC-BVI

 

46,575

 

26,325

Equity in the earnings of OC-BVI

 

123,153

 

75,900

Loss on put/call options

 

 

(128,000)

Other

 

107,461

 

89,944

Other income, net

 

828,313

 

464,810

Income before income taxes

 

37,995,940

 

9,736,995

Provision for income taxes

 

6,750,014

 

396,739

Net income from continuing operations

 

31,245,926

 

9,340,256

Income from continuing operations attributable to non-controlling interests

 

573,791

 

1,112,913

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

30,672,135

 

8,227,343

Loss from discontinued operations

(1,086,744)

(2,371,049)

Net income attributable to Consolidated Water Co. Ltd. stockholders

$

29,585,391

$

5,856,294

Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

 

  

Continuing operations

$

1.95

$

0.54

Discontinued operations

(0.07)

(0.16)

Basic earnings per share

$

1.88

$

0.38

Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

 

  

Continuing operations

$

1.93

$

0.54

Discontinued operations

(0.07)

(0.16)

Diluted earnings per share

$

1.86

$

0.38

Dividends declared per common and redeemable preferred shares

$

0.36

$

0.34

Weighted average number of common shares used in the determination of:

 

  

 

  

Basic earnings per share

 

15,739,056

 

15,290,509

Diluted earnings per share

 

15,865,897

 

15,401,653

8