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8-K - CURRENT REPORT - Consolidated Water Co. Ltd.v306472_8k.htm

EXHIBIT 99.1

 

For Immediate Release

 

CONSOLIDATED WATER CO. LTD.

REPORTS 2011 OPERATING RESULTS

 

GEORGE TOWN, Grand Cayman, Cayman Islands (March 15, 2012) -- Consolidated Water Co. Ltd. (NASDAQ Global Select Market: “CWCO”), which develops and operates seawater desalination plants and water distribution systems in areas of the world where naturally occurring supplies of potable water are scarce or nonexistent, today reported its operating results for the year ended December 31, 2011. The Company will host an investor conference call tomorrow – Friday, March 16, 2012 -- at 11:00 a.m. EDT (see details below).

 

Total revenues for the year ended December 31, 2011 increased 9% to approximately $55.2 million, compared with approximately $50.7 million for the year ended December 31, 2010.

 

Retail water revenues rose 7% to approximately $23.4 million (42% of total revenues) in 2011, versus approximately $21.9 million (43% of total revenues) in the previous year, reflecting a 2% increase in base rates due to an upward movement in the consumer price indices used to determine such rate adjustments, and higher energy price pass-through charges, partially offset by a 3% decline in the number of gallons of water sold by the retail segment. The decline in gallons sold during 2011 was due to the absence of water sales made in the first quarter of 2010 at bulk water rates to the Water Authority-Cayman (“WAC”) to replace water previously supplied by the Red Gate plant while such plant was under refurbishment. Excluding this water sold to the WAC, the number of gallons of water sold by the retail segment increased by approximately 3% from 2010 to 2011.

 

Bulk water revenues increased 22% to approximately $30.8 million (56% of total revenues) in 2011, compared with $25.3 million (50% of total revenues) in 2010, reflecting a 6% increase in the number of gallons of water sold and energy pass-through charges due to higher energy prices. Bulk revenues in 2011 benefited from $770,000 in revenues generated in the fourth quarter from the expansion of CW-Bahamas’ Blue Hills plant.

 

Services revenues declined 71% to approximately $1.0 million in 2011, compared with approximately $3.5 million in 2010, reflecting substantially lower plant sales revenues due to a lack of plant construction activity for third parties, the expiration of the management services contract for the Bermuda plant on June 30, 2011, and lower fees earned on the Company’s management agreement with OC-BVI (the Company’s equity investment affiliate) due to the incremental fees earned on the higher earnings generated by this affiliate in 2010.

 

Net income attributable to stockholders declined 3% to $6,113,218, or $0.42 per diluted share, for the year ended December 31, 2011, compared with net income of $6,292,025, or $0.43 per diluted share, for the year ended December 31, 2010. A modest increase in operating income during 2011 was more than offset by a reduction in OC-BVI’s earnings. During the year ended December 31, 2011, the Company recognized earnings on its investment in OC-BVI of $838,652, compared with $1,235,146 in 2010.

 

Consolidated gross profit rose 15% to approximately $19.0 million (34% of total revenues) in 2011, versus approximately $16.6 million (33% of total revenues) in 2010. Gross profit on retail revenues improved 3% to approximately $11.9 million (51% of revenues) in the most recent year, compared with approximately $11.5 million (53% of revenues) for the year ended December 31, 2010. The slight decline in retail gross profit as a percentage of retail revenues reflected the increase in energy pass-through charges and higher non-revenue water volumes during 2011. Gross profit on bulk revenues increased to approximately $6.6 million (22% of revenues) in 2011, from approximately $4.4 million (17% of revenues) in the prior year, primarily due to improved operating efficiencies and the increase in bulk segment revenues. A significant portion of the bulk segment’s production costs are relatively fixed in nature and do not increase proportionately with an increase in the volume of water sold. The services segment recorded a gross profit of approximately $0.5 million for the year ended December 31, 2011, compared with a gross profit of approximately $0.7 million in 2010. The lower gross profit for 2011 in the services segment stems primarily from the decrease in revenues discussed above.

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General and administrative expenses increased 21% to $13,651,650 in 2011, versus $11,329,648 in 2010, primarily due to (i) approximately $1,286,000 of incremental expenses related to the project development activities of the Company’s consolidated Mexico affiliate and (ii) approximately $1,045,000 in higher employee costs due to additional management bonuses, higher stock-based compensation, the hiring of additional personnel, and salary increases.

 

Interest income decreased 13% to $1,200,999 for the year ended December 31, 2011, versus $1,375,827 for the previous year. Interest expense decreased 28.0% to $1,141,744 in 2011, from $1,584,771 in 2010 as a result of $246,851 in interest capitalized for the expansion of the Blue Hills plant and the prepayment on September 30, 2010 of $1.5 million of our 7.5% bonds payable.

 

“We were pleased with our ability to achieve a level of net income attributable to common stockholders comparable to that of the prior year while incurring an incremental $1.3 million in expenses for our Mexico joint venture and experiencing a 32% decline in earnings from our OC-BVI affiliate,” stated Rick McTaggart, Chief Executive Officer of Consolidated Water Co. Ltd. “The performance of our bulk water segment was particularly gratifying given our recent efforts to improve these operations. Margins in the Bahamas increased because of a strict cost-control program, efficiency gains resulting from various operational improvement programs that we have implemented over the past four years and increased water production. In November, we commissioned a 67% expansion in the capacity of our Blue Hills plant in Nassau. This expansion contributed $770,000 to our revenue during the fourth quarter of 2011, while allowing the island of New Providence to eliminate its dependence upon the expensive barging of fresh water from Andros Island. We expect the increased revenue resulting from higher production at the Blue Hills plant to have a positive impact upon the performance of our Bahamas subsidiary in 2012 and future years.”

 

“In our retail market on Grand Cayman Island, we continue to produce and distribute water under the terms of our previous license agreement, which, although it formally expired in July 2010, has been extended through June 30, 2012,” noted Mr. McTaggart.  “While the government has not requested further retail license negotiations since our last meeting in February 2011, we believe the lack of recent license negotiations results from government’s focus on other matters, including the government’s publicly acknowledged intention to privatize certain government-owned assets, including the Water Authority-Cayman. Although we cannot state with any certainty when our retail license negotiations will be completed, we are confident that our Company and the Government can ultimately reach an agreement on terms satisfactory to both parties."

 

“We strengthened our management team in September, in anticipation of future growth opportunities, when John Tonner joined our Company as Chief Operating Officer. John has acquired extensive practical and engineering expertise involving all commercially viable desalination processes during a career in the industry that spans more than 25 years. His experience and knowledge not only enhances our existing operations, but he represents an extremely valuable addition to our new market assessment capabilities.”

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“I am pleased to report that we have negotiated an agreement with one of the other shareholders in our Mexican joint venture, NSC Agua S.A. de C.V. (“NSC”), and we now control 75% of the shares of NSC,” continued Mr. McTaggart. “With the resolution of certain internal NSC issues that delayed the project, we are again moving forward with the development of a proposed 100 million US gallon-per-day seawater desalination plant in Rosarito, Baja California, Mexico. We are enthusiastic about this project and its prospects for success given the growing need for water on both sides of the US-Mexico border. Recent natural events, including the earthquake in Mexicali in April 2010 and increasingly frequent droughts on the Colorado River system, have highlighted the fragility of existing water resources and heightened interest in seawater desalination as a permanent solution to water problems in the region.”

 

“Looking forward, we have deployed full-time engineering and management assets to Asia, where we are currently pursuing several new projects in markets that have characteristics similar to our traditional Caribbean market, including tourism-based economies, stable political and economic environments and limited supplies of potable water. We expect some of these projects to materialize soon and hope to initiate business in Asia by the end of 2012,” concluded Mr. McTaggart.

 

Investor Conference Call

 

The Company will host a conference call at 11:00 a.m. EDT tomorrow – Friday, March 16, 2012. Shareholders and other interested parties may participate in the conference call by dialing 877-317-6789 (international/local participants dial 412-317-6789) and requesting participation in the “Consolidated Water Conference Call” a few minutes before 11:00 a.m. EDT on March 16, 2012. A replay of the conference call will be available one hour after the call by dialing 877-344-7529 (international/local participants dial 412-317-0088) and entering the conference ID# 10011339, and on the Company’s website at www.cwco.com, through March 26, 2012.

 

CWCO-E

 

About Consolidated Water Co. Ltd.

 

Consolidated Water Co. Ltd. develops and operates seawater desalination plants and water distribution systems in areas of the world where naturally occurring supplies of potable water are scarce or nonexistent. The Company operates water production and/or distribution facilities in the Cayman Islands, Belize, the British Virgin Islands and The Commonwealth of The Bahamas.

 

Consolidated Water Co. Ltd. is headquartered in George Town, Grand Cayman, in the Cayman Islands. The Company’s ordinary (common) stock is traded on the NASDAQ Global Select Market under the symbol “CWCO”. Additional information on the Company is available on its website at http://www.cwco.com.

 

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This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “intend”, “expect”, “should” 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, continued acceptance of our products and services in the marketplace, changes in our relationships with the Governments of the jurisdictions in which it operates, the manner in which the disputed issues between OC-BVI and the BVI Government are resolved, the outcome of our negotiations with the Cayman Government regarding a new retail license agreement, our ability to successfully secure contracts for water projects, including the project under development in Rosarito, Baja California, Mexico, our ability to develop and operate such projects profitably, and our ability to manage growth and other risks detailed in our periodic report filings with the Securities and Exchange Commission(“SEC”). The staff of the Division of Corporation Finance of the SEC (the "Staff") has recently inquired through the comment letter process as to what consideration we have given to recognizing an impairment of our goodwill. We have responded to the Staff that we do not believe our goodwill has been impaired and the Staff is considering our position.  For additional information regarding this matter, see our Form 10-K filed with the SEC on March 15, 2012.

 

By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

For further information, please contact:

 

Frederick W. McTaggart, President and CEO, at (345) 945-4277 or David W. Sasnett, Executive Vice President and CFO, at (954) 509-8200 or via e-mail at info@cwco.com

or

RJ Falkner & Company, Inc., Investor Relations Counsel at (800) 377-9893 or via e-mail at info@rjfalkner.com

 

 

 

(Financial Highlights Follow)

 

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CONSOLIDATED WATER CO. LTD.

 

CONSOLIDATED BALANCE SHEETS

 

 

 

   December 31, 
   2011   2010 
ASSETS         
Current assets          
Cash and cash equivalents  $37,624,179   $46,130,237 
Restricted cash   7,500,000    - 
Marketable securities   8,496,372    - 
Accounts receivable, net   8,537,232    12,132,730 
Inventory   1,451,639    1,434,811 
Prepaid expenses and other current assets   1,880,105    2,294,747 
Current portion of loans receivable   1,843,600    1,733,799 
Total current assets   67,333,127    63,726,324 
Property, plant and equipment, net   64,185,110    55,923,731 
Construction in progress   141,204    249,300 
Inventory, non-current   3,861,470    3,538,912 
Loans receivable   10,758,873    12,602,419 
Investment in OC-BVI   6,634,598    7,812,523 
Intangible assets, net   1,501,824    1,710,737 
Goodwill   3,587,754    3,587,754 
Other assets   2,855,471    3,049,866 
Total assets  $160,859,431   $152,201,566 
           
LIABILITIES AND EQUITY          
Current liabilities          
Accounts payable and other current liabilities  $4,617,770   $4,316,125 
Dividends payable   1,156,081    1,152,614 
Current portion of long term debt   17,531,134    1,422,991 
Total current liabilities   23,304,985    6,891,730 
Long term debt   6,852,660    16,883,794 
Other liabilities   420,430    442,919 
Total liabilities   30,578,075    24,218,443 
Equity          
Consolidated Water Co. Ltd. stockholders' equity          
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 22,427 and 16,784 shares, respectively   13,456    10,070 
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,568,696 and 14,555,393 shares, respectively   8,741,217    8,733,236 
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued or outstanding   -    - 
Additional paid-in capital   81,939,211    81,349,944 
Retained earnings   38,030,943    36,289,706 
Total Consolidated Water Co. Ltd. stockholders' equity   128,724,827    126,382,956 
Non-controlling interests   1,556,529    1,600,167 
Total equity   130,281,356    127,983,123 
Total liabilities and equity  $160,859,431   $152,201,566 

 

 

 

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CONSOLIDATED WATER CO. LTD.

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

   Year Ended December 31, 
   2011   2010   2009 
             
Retail water revenues  $23,356,338   $21,864,252   $23,239,756 
Bulk water revenues   30,757,874    25,302,093    25,905,077 
Services revenues   1,040,280    3,542,209    8,874,684 
                
     Total revenues   55,154,492    50,708,554    58,019,517 
                
Cost of retail revenues   11,496,598    10,361,302    9,812,434 
Cost of bulk revenues   24,127,488    20,907,981    20,149,969 
Cost of services revenues   508,339    2,828,776    5,058,037 
                
     Total cost of revenues   36,132,425    34,098,059    35,020,440 
                
Gross profit   19,022,067    16,610,495    22,999,077 
                
General and administrative expenses   13,651,650    11,329,648    10,101,257 
                
Income from operations   5,370,417    5,280,847    12,897,820 
                
Other income (expense):               
Interest income   1,200,999    1,375,827    917,330 
Interest expense   (1,141,744)   (1,584,771)   (1,698,084)
Other income   283,656    136,113    168,584 
Equity in earnings (loss) of OC-BVI   838,652    1,235,146    (1,025,968)
Impairment of investment in OC-BVI   -    -    (4,660,000)
                
      Other income (expense), net   1,181,563    1,162,315    (6,298,138)
                
Net income   6,551,980    6,443,162    6,599,682 
Income attributable to non-controlling interests   438,762    151,137    501,111 
                
Net income attributable to Consolidated Water Co. Ltd. stockholders  $6,113,218   $6,292,025   $6,098,571 
                
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders  $0.42   $0.43   $0.42 
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders  $0.42   $0.43   $0.42 
Dividends declared per common share  $0.300   $0.300   $0.280 
                
Weighted average number of common shares used in the determination of:               
Basic earnings per share   14,560,259    14,547,065    14,535,192 
Diluted earnings per share   14,596,013    14,597,894    14,588,144 

 

 

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