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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Consolidated Water Company Ltd | NASDAQ:CWCO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.24 | 0.92% | 26.26 | 25.25 | 27.88 | 26.799 | 26.1101 | 26.32 | 85,433 | 22:30:00 |
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
CAYMAN
ISLANDS
|
|
98-0619652
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
|
|
|
Regatta
Office Park
|
|
|
Windward Three, 4th Floor, West Bay Road
|
|
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P.O. Box
1114
|
|
|
Grand Cayman, KY1-1102, Cayman Islands
|
|
N/A
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class:
|
|
Name of each exchange on which registered:
|
Common Stock, $0.60 Par Value
|
|
The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Section
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Description
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Page
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Cautionary Note Regarding Forward-Looking Statements
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3
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||
PART I
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4
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Item 1.
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Business
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4
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Item 1A.
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Risk Factors
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19
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Item 1B.
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Unresolved Staff Comments
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25
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Item 2.
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Properties
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25
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Item 3.
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Legal Proceedings
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28
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Item 4.
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Mine Safety Disclosure
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28
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PART II
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|
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29
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
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29
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Item 6.
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Selected Financial Data
|
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32
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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32
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Item 7A.
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Quantitative and Qualitative Disclosure about Market Risk
|
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45
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Item 8.
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Financial Statements and Supplementary Data
|
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46
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
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86
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Item 9A.
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Controls and Procedures
|
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86
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PART III
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87
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Item 10.
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Directors, Executive Officers and Corporate Governance
|
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87
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Item 11.
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Executive Compensation
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87
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
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88
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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88
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Item 14.
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Principal Accounting Fees and Services
|
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88
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PART IV
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88
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Item 15.
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Exhibits, Financial Statement Schedules
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88
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SIGNATURES
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93
|
2 | ||
|
3 | ||
|
|
•
|
Retail Water Operations.
We produce and supply water to end-users, including residential, commercial and government customers in the Cayman Islands under an exclusive retail license issued by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. We also have a retail water operation under development in Bali, Indonesia to sell water to resort properties. In 2013, our retail water operations generated approximately 36% of our consolidated revenues, substantially all of which were generated by our Grand Cayman operations.
|
|
•
|
Bulk Water Operations.
We produce and supply water to government-owned distributors in the Cayman Islands, Belize and the Bahamas. In 2013, our bulk water operations generated approximately 63% of our consolidated revenues.
|
|
•
|
Services Operations.
We provide engineering and management services for desalination projects, including designing and constructing desalination plants and managing and operating desalination plants owned by other companies. In 2013, our services operations generated approximately 1% of our consolidated revenues. We also own 99.9% of a Mexican company, N.S.C. Agua, S.A. de C.V., (“NSC”) that we formed to develop a project encompassing the construction and operation of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water system and the U.S. border. This project is in the development stage and NSC does not presently generate any revenues.
|
|
•
|
Affiliate Operations.
We own 50% of the voting rights and 43.5% of the equity rights of Ocean Conversion (BVI) Ltd. (“OC-BVI”), which produces and supplies bulk water to the British Virgin Islands Water and Sewerage Department.
|
Location
|
|
Plants
|
|
Capacity
(1)
|
|
Cayman Islands
|
|
7
|
|
9.1
|
|
Bahamas
|
|
3
|
|
15.2
|
|
Belize
|
|
1
|
|
0.6
|
|
British Virgin Islands
|
|
2
|
|
0.8
|
|
Bali, Indonesia
|
|
1
|
|
0.3
|
|
Total
|
|
14
|
|
26.0
|
|
(1)
|
In millions of gallons per day.
|
|
•
|
inadequate sources of fresh water.
|
|
•
|
favorable regulatory and tax environments.
|
|
•
|
a large proportion of tourist properties (which historically have generated higher volume sales than residential properties).
|
|
•
|
growing populations and economies.
|
4 | ||
|
5 | ||
|
|
•
|
Cayman Water Company Limited (“Cayman Water”)
.
Cayman Water operates under an exclusive retail license granted by the Cayman Islands government to provide water to customers within a prescribed service area on Grand Cayman that includes the Seven Mile Beach and West Bay areas, two of the three most populated areas in the Cayman Islands. The only non-government owned public water utility on Grand Cayman, Cayman Water owns and operates three desalination plants.
|
6 | ||
|
|
•
|
Ocean Conversion (Cayman) Limited (“OC-Cayman”).
OC-Cayman provides bulk water under various licenses and agreements to the Water Authority-Cayman, a government-owned utility and regulatory agency, which distributes the water to properties located outside our exclusive retail license service area in Grand Cayman. OC-Cayman operates three desalination plants owned by the Water Authority-Cayman.
|
|
|
|
|
•
|
Consolidated Water (Bahamas) Limited (“CW-Bahamas”).
We own a 90.9% equity interest in CW-Bahamas, which provides bulk water under long-term contracts to the Water and Sewerage Corporation of The Bahamas, a government agency. CW-Bahamas owns and operates our largest desalination plant and two other desalination plants. CW-Bahamas pays fees to two of our other subsidiaries for certain administrative services.
|
|
|
|
|
•
|
Consolidated Water (Belize) Limited (“CW-Belize”).
CW-Belize owns and operates one desalination plant and has an exclusive contract to provide bulk water to Belize Water Services Ltd., a water distributor that serves residential, commercial and tourist properties in Ambergris Caye, Belize.
|
|
|
|
|
•
|
Aquilex, Inc.
This subsidiary, a United States company, provides financial, engineering and supply chain management support services to our subsidiaries and affiliates.
|
|
|
|
|
•
|
Ocean Conversion (BVI) Ltd. (“OC-BVI”).
We own 50% of the voting stock of our affiliate, OC-BVI, a British Virgin Islands company, which sells bulk water to the Government of the British Virgin Islands Water and Sewerage Department. We own an overall 43.5% equity interest in OC-BVI’s profits and certain profit sharing rights that raise our effective interest in OC-BVI’s profits to approximately 45%. OC-BVI also pays our subsidiary DesalCo Limited fees for certain engineering and administrative services. We account for our investment in OC-BVI under the equity method of accounting.
|
|
|
|
|
•
|
DesalCo Limited (“DesalCo”).
A Cayman Islands company, DesalCo provides management, engineering and construction services for desalination projects.
|
|
|
|
|
•
|
Consolidated Water (Bermuda) Limited (“CW-Bermuda”)
.
In January 2007, our affiliate, Consolidated Water (Bermuda) Limited (“CW-Bermuda”) entered into a design, build, sale and operating agreement with the Government of Bermuda for a desalination plant to be built in two phases at Tynes Bay along the northern coast of Bermuda. Under the agreement, CW-Bermuda constructed and operated the plant from the second quarter of 2009 through the expiration of the agreement on June 30, 2011. We do not expect to receive any future fees or revenues from CW-Bermuda.
|
|
|
|
|
•
|
Consolidated Water Cooperatief, U.A. (“CW-Coop”)
and
N.S.C. Agua, S.A. de C.V. (“NSC”).
CW-Coop is a wholly-owned Netherlands subsidiary organized in 2010. CW-Coop owns a 99.9% interest in NSC, a Mexican company. NSC has been formed to pursue a project encompassing the construction, ownership and operation of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipeline to deliver water to the Mexican potable water system and the U.S. border. The project is currently in the development stage and NSC does not generate any operating revenues.
|
|
|
|
|
•
|
Consolidated Water (Asia) Pte. Limited (“CW-Asia”) and PT Consolidated Water Bali (“CW-Bali”).
During 2012 we formed CW-Asia, a 95% owned Singapore company and CW-Bali, an Indonesian company, which is 95% owned by CW-Asia. During 2013, CW-Bali completed construction of a 250,000 gallon per day desalination plant and is presently engaged in expanding the capacity of this plant by an additional 500,000 gallons per day.
We expect that this plant will provide water to resort properties in the Nusa Dua area of Bali, Indonesia.
|
7 | ||
|
8 | ||
|
9 | ||
|
10 | ||
|
11 | ||
|
|
•
|
extend the agreement for an additional five years at a rate to be negotiated;
|
|
•
|
exercise a right of first refusal to purchase any materials, equipment and facilities that CW-Bahamas intends to remove from the Windsor plant site, and negotiate a purchase price with CW-Bahamas; or
|
|
•
|
require CW-Bahamas to remove all materials, equipment and facilities from the site.
|
|
•
|
extend the agreement for an additional five years at a rate to be negotiated;
|
|
•
|
exercise a right of first refusal to purchase any materials, equipment and facilities that CW-Bahamas intends to remove from the site, and negotiate a purchase price with CW-Bahamas; or
|
|
•
|
require CW-Bahamas to remove all materials, equipment and facilities from the site.
|
12 | ||
|
13 | ||
|
14 | ||
|
|
•
|
We do not pay import duty or taxes on reverse osmosis 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. We have been advised by the Government of the Cayman Islands that we will not receive any duty concessions in our new retail water license; and
|
|
•
|
OC-Cayman pays full customs duties in respect of all plants that it operates for the Water Authority-Cayman.
|
15 | ||
|
16 | ||
|
17 | ||
|
18 | ||
|
19 | ||
|
20 | ||
|
21 | ||
|
22 | ||
|
|
•
|
regulatory risks, including government relations difficulties, local regulations, currency controls and fluctuations in currency exchange rates;
|
|
•
|
receiving and maintaining necessary permits, licenses and approvals;
|
|
•
|
political instability, reliance on local economies, environmental problems, shortages of materials, immigration restrictions and limited skilled labor;
|
|
•
|
risks related to development of new operations, including inaccurate assessment of 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.
|
|
•
|
restricting foreign ownership (by us);
|
|
•
|
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;
|
|
•
|
unilaterally changing or renegotiating our licenses and agreements;
|
|
•
|
restricting the transfer of U.S. currency; or
|
|
•
|
causing currency exchange fluctuations/devaluations or making changes in tax laws.
|
23 | ||
|
24 | ||
|
25 | ||
|
26 | ||
|
27 | ||
|
28 | ||
|
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
|
|
High
|
|
Low
|
|
||
First Quarter 2013
|
|
$
|
9.90
|
|
$
|
7.67
|
|
Second Quarter 2013
|
|
|
11.43
|
|
|
9.05
|
|
Third Quarter 2013
|
|
|
14.97
|
|
|
11.10
|
|
Fourth Quarter 2013
|
|
|
16.83
|
|
|
10.98
|
|
|
|
|
|
|
|
|
|
First Quarter 2012
|
|
$
|
9.16
|
|
$
|
7.44
|
|
Second Quarter 2012
|
|
|
8.29
|
|
|
6.99
|
|
Third Quarter 2012
|
|
|
8.70
|
|
|
7.93
|
|
Fourth Quarter 2012
|
|
|
8.29
|
|
|
6.78
|
|
29 | ||
|
|
|
2013
|
|
2012
|
|
||
First Quarter
|
|
$
|
0.075
|
|
$
|
0.075
|
|
Second Quarter
|
|
|
0.075
|
|
|
0.075
|
|
Third Quarter
|
|
|
0.075
|
|
|
0.075
|
|
Fourth Quarter
|
|
|
0.075
|
|
|
0.075
|
|
30 | ||
|
31 | ||
|
ITEM 6. |
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
63,822,131
|
|
$
|
65,450,702
|
|
$
|
55,154,492
|
|
$
|
50,708,554
|
|
$
|
58,019,517
|
|
Net Income
|
|
|
8,594,519
|
|
|
9,315,514
|
|
|
6,113,218
|
|
|
6,292,025
|
|
|
6,098,571
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
165,364,854
|
|
|
150,449,086
|
|
|
160,859,431
|
|
|
152,201,566
|
|
|
154,475,781
|
|
Long Term Debt Obligations (including current portion)
|
|
|
15,255,167
|
|
|
6,852,660
|
|
|
24,383,794
|
|
|
18,306,785
|
|
|
21,129,267
|
|
Redeemable Preferred Stock
|
|
|
22,445
|
|
|
18,159
|
|
|
13,456
|
|
|
10,070
|
|
|
10,315
|
|
Non-controlling interests
|
|
|
2,599,258
|
|
|
1,927,214
|
|
|
1,556,529
|
|
|
1,600,167
|
|
|
1,449,030
|
|
Dividends Declared Per Share
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.28
|
|
Basic Earnings Per Share
|
|
$
|
0.59
|
|
$
|
0.64
|
|
$
|
0.42
|
|
$
|
0.43
|
|
$
|
0.42
|
|
Weighted Average Number of Shares
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
|
14,547,065
|
|
|
14,535,192
|
|
Diluted Earnings Per Share
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
0.42
|
|
$
|
0.43
|
|
$
|
0.42
|
|
Weighted Average Number of Shares
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
|
14,597,894
|
|
|
14,588,144
|
|
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Comparative Operations
|
|
||||||||||
2013
|
|
2012
|
|
||||||||
Location
|
|
Plants
|
|
Capacity (*)
|
|
Location
|
|
Plants
|
|
Capacity (*)
|
|
Cayman Islands
|
|
7
|
|
9.1
|
|
Cayman Islands
|
|
8
|
|
10.2
|
|
Bahamas
|
|
3
|
|
15.2
|
|
Bahamas
|
|
3
|
|
15.2
|
|
Belize
|
|
1
|
|
0.6
|
|
Belize
|
|
1
|
|
0.6
|
|
British Virgin Islands
|
|
2
|
|
0.8
|
|
British Virgin Islands
|
|
2
|
|
0.8
|
|
Bali, Indonesia
|
|
1
|
|
0.3
|
|
|
|
|
|
|
|
|
|
14
|
|
26.0
|
|
|
|
14
|
|
26.8
|
|
(*) In millions of gallons per day. |
32 | ||
|
• | the nature of these estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and |
• | the impact of the estimates and assumptions on financial condition and results of operations is material. |
33 | ||
|
34 | ||
|
|
|
2013
|
|
|
2012
|
|
||||||||||||||||||
Method
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Retail
|
|
Bulk
|
|
Services
|
|
|||||||||||
Discounted cash flow
|
|
|
50
|
%
|
|
|
50
|
%
|
|
|
|
|
|
|
20
|
%
|
|
|
30
|
%
|
|
|
|
|
Subject company stock price
|
|
|
30
|
%
|
|
|
30
|
%
|
|
|
|
|
|
|
60
|
%
|
|
|
50
|
%
|
|
|
10
|
%
|
Guideline public company
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
Mergers and acquisitions
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
Net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
Year Ended December 31, 2013
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Total revenues
|
|
$
|
16,555,197
|
|
$
|
16,569,380
|
|
$
|
15,438,581
|
|
$
|
15,258,973
|
|
Gross profit
|
|
|
6,220,507
|
|
|
6,397,521
|
|
|
5,226,885
|
|
|
5,660,966
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
3,742,003
|
|
|
2,853,850
|
|
|
908,690
|
|
|
1,089,976
|
|
Diluted earnings per share
|
|
|
0.26
|
|
|
0.19
|
|
|
0.06
|
|
|
0.07
|
|
|
|
Year Ended December 31, 2012
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Total revenues
|
|
$
|
16,728,727
|
|
$
|
16,230,779
|
|
$
|
15,840,136
|
|
$
|
16,651,060
|
|
Gross profit
|
|
|
5,947,849
|
|
|
5,405,410
|
|
|
5,241,284
|
|
|
5,397,899
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
2,342,666
|
|
|
1,957,492
|
|
|
1,304,843
|
|
|
3,710,513
|
|
Diluted earnings per share
|
|
|
0.16
|
|
|
0.13
|
|
|
0.09
|
|
|
0.25
|
|
35 | ||
|
36 | ||
|
37 | ||
|
38 | ||
|
39 | ||
|
40 | ||
|
41 | ||
|
42 | ||
|
· | $1.0 million under the Option Agreement; |
· | $350,000 as compensation to the contractor under the EPC MOU; |
· | $17.0 million to purchase the land (a portion of which may be financed); and |
· | $6.8 million in other project development expenses. |
43 | ||
|
|
|
Total
|
|
2014
|
|
2015-2017
|
|
2018-2020
|
|
2021 and
Thereafter |
|
|||||
Secured 5.95% bonds
(1) (2)
|
|
$
|
5,465,626
|
|
$
|
5,465,626
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Land purchase commitments
|
|
|
17,028,910
|
|
|
17,028,910
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Employment agreements
|
|
|
3,009,079
|
|
|
1,752,848
|
|
|
1,256,231
|
|
|
-
|
|
|
-
|
|
Operating leases
|
|
|
5,236,147
|
|
|
566,721
|
|
|
1,002,746
|
|
|
741,576
|
|
|
2,925,104
|
|
Purchase orders
|
|
|
1,053,458
|
|
|
1,053,458
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Security deposits
|
|
|
289,392
|
|
|
114,565
|
|
|
-
|
|
|
124,827
|
|
|
50,000
|
|
Total
|
|
$
|
32,082,612
|
|
$
|
25,982,128
|
|
$
|
2,258,977
|
|
$
|
866,403
|
|
$
|
2,975,104
|
|
44 | ||
|
· | On January 31, 2013, we paid a dividend of $0.075 to shareholders of record on January 1, 2013. |
· | On April 30, 2013, we paid a dividend of $0.075 to shareholders of record on April 1, 2013. |
· | On July 31, 2013, we paid a dividend of $0.075 to shareholders of record on July 1, 2013. |
· | On October 31, 2013, we paid a dividend of $0.075 to shareholders of record on October 1, 2013. |
· | On January 31, 2014, we paid a dividend of $0.075 to shareholders of record on January 1, 2014. |
· | On February 18, 2014, our Board declared a dividend of $0.075 payable on April 30, 2014 to shareholders of record on April 1, 2014. |
45 | ||
|
|
|
Page
|
CONSOLIDATED WATER CO. LTD.
|
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
47
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
48
|
Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011
|
|
49
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2012 and 2011
|
|
50
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
|
51
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
|
52
|
Notes to Consolidated Financial Statements
|
|
53
|
Schedule II, Valuation and Qualifying Accounts, is omitted because the information is included in the financial statements and notes.
|
|
|
|
|
|
OCEAN CONVERSION (BVI) LTD.
|
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
74
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
75
|
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011
|
|
76
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
|
77
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
|
78
|
Notes to Consolidated Financial Statements
|
|
79
|
46 | ||
|
47 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
Marketable securities
|
|
|
8,587,475
|
|
|
8,570,338
|
|
Accounts receivable, net
|
|
|
18,859,560
|
|
|
12,516,466
|
|
Inventory
|
|
|
1,383,135
|
|
|
1,757,601
|
|
Prepaid expenses and other current assets
|
|
|
3,435,127
|
|
|
2,709,185
|
|
Current portion of loans receivable
|
|
|
1,691,102
|
|
|
1,812,532
|
|
Total current assets
|
|
|
67,582,915
|
|
|
61,258,777
|
|
Property, plant and equipment, net
|
|
|
58,602,886
|
|
|
58,993,406
|
|
Construction in progress
|
|
|
1,450,417
|
|
|
2,612,800
|
|
Inventory, non-current
|
|
|
4,204,089
|
|
|
3,970,241
|
|
Loans receivable
|
|
|
7,337,177
|
|
|
9,028,279
|
|
Investment in OC-BVI
|
|
|
6,623,448
|
|
|
6,925,346
|
|
Intangible assets, net
|
|
|
1,096,488
|
|
|
1,455,015
|
|
Goodwill
|
|
|
3,499,037
|
|
|
3,499,037
|
|
Investment in land
|
|
|
12,175,566
|
|
|
-
|
|
Other assets
|
|
|
2,792,831
|
|
|
2,706,185
|
|
Total assets
|
|
$
|
165,364,854
|
|
$
|
150,449,086
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities
|
|
$
|
7,157,896
|
|
$
|
5,883,666
|
|
Dividends payable
|
|
|
1,164,026
|
|
|
1,158,967
|
|
Current portion of long term debt
|
|
|
5,205,167
|
|
|
1,647,493
|
|
Land purchase obligation
|
|
|
10,050,000
|
|
|
-
|
|
Total current liabilities
|
|
|
23,577,089
|
|
|
8,690,126
|
|
Long term debt
|
|
|
-
|
|
|
5,205,167
|
|
Other liabilities
|
|
|
289,392
|
|
|
435,413
|
|
Total liabilities
|
|
|
23,866,481
|
|
|
14,330,706
|
|
Commitments and contigencies
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Consolidated Water Co. Ltd. stockholders' equity
|
|
|
|
|
|
|
|
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares;
issued and outstanding 37,408 and 30,265 shares, respectively |
|
|
22,445
|
|
|
18,159
|
|
Class A common stock, $0.60 par value. Authorized 24,655,000 shares;
issued and outstanding 14,686,197 and 14,593,011 shares, respectively |
|
|
8,811,718
|
|
|
8,755,807
|
|
Class B common stock, $0.60 par value. Authorized 145,000 shares;
none issued or outstanding |
|
|
-
|
|
|
-
|
|
Additional paid-in capital
|
|
|
83,381,387
|
|
|
82,467,421
|
|
Retained earnings
|
|
|
47,155,548
|
|
|
42,965,179
|
|
Cumulative translation adjustment
|
|
|
(471,983)
|
|
|
(15,400)
|
|
Total Consolidated Water Co. Ltd. stockholders' equity
|
|
|
138,899,115
|
|
|
134,191,166
|
|
Non-controlling interests
|
|
|
2,599,258
|
|
|
1,927,214
|
|
Total equity
|
|
|
141,498,373
|
|
|
136,118,380
|
|
Total liabilities and equity
|
|
$
|
165,364,854
|
|
$
|
150,449,086
|
|
48 | ||
|
|
|
Year Ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Retail water revenues
|
|
$
|
23,018,498
|
|
$
|
24,222,895
|
|
$
|
23,356,338
|
|
Bulk water revenues
|
|
|
39,960,220
|
|
|
40,758,182
|
|
|
30,757,874
|
|
Services revenues
|
|
|
843,413
|
|
|
469,625
|
|
|
1,040,280
|
|
Total revenues
|
|
|
63,822,131
|
|
|
65,450,702
|
|
|
55,154,492
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of retail revenues
|
|
|
11,023,096
|
|
|
11,548,255
|
|
|
11,496,598
|
|
Cost of bulk revenues
|
|
|
28,212,896
|
|
|
31,679,887
|
|
|
24,127,488
|
|
Cost of services revenues
|
|
|
1,080,260
|
|
|
230,118
|
|
|
508,339
|
|
Total cost of revenues
|
|
|
40,316,252
|
|
|
43,458,260
|
|
|
36,132,425
|
|
Gross profit
|
|
|
23,505,879
|
|
|
21,992,442
|
|
|
19,022,067
|
|
General and administrative expenses
|
|
|
15,844,303
|
|
|
14,542,817
|
|
|
13,651,650
|
|
Impairment losses
|
|
|
-
|
|
|
521,444
|
|
|
-
|
|
Income from operations
|
|
|
7,661,576
|
|
|
6,928,181
|
|
|
5,370,417
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
826,570
|
|
|
835,941
|
|
|
1,200,999
|
|
Interest expense
|
|
|
(484,057)
|
|
|
(876,971)
|
|
|
(1,141,744)
|
|
Profit sharing income from OC-BVI
|
|
|
357,636
|
|
|
343,454
|
|
|
-
|
|
Equity in earnings of OC-BVI
|
|
|
979,716
|
|
|
2,121,319
|
|
|
838,652
|
|
Impairment of investment in OC-BVI
|
|
|
(200,000)
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
7,048
|
|
|
272,085
|
|
|
283,656
|
|
Other income (expense), net
|
|
|
1,486,913
|
|
|
2,695,828
|
|
|
1,181,563
|
|
Net income
|
|
|
9,148,489
|
|
|
9,624,009
|
|
|
6,551,980
|
|
Income attributable to non-controlling interests
|
|
|
553,970
|
|
|
308,495
|
|
|
438,762
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
8,594,519
|
|
$
|
9,315,514
|
|
$
|
6,113,218
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.59
|
|
$
|
0.64
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in the determination of:
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
Diluted earnings per share
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
49 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
9,148,489
|
|
$
|
9,624,009
|
|
$
|
6,551,980
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(480,614)
|
|
|
(16,210)
|
|
|
-
|
|
Total other comprehensive income (loss)
|
|
|
(480,614)
|
|
|
(16,210)
|
|
|
-
|
|
Comprehensive income
|
|
|
8,667,875
|
|
|
9,607,799
|
|
|
6,551,980
|
|
Comprehensive income attributable to the non-controlling interest
|
|
|
529,939
|
|
|
307,685
|
|
|
438,762
|
|
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
8,137,936
|
|
$
|
9,300,114
|
|
$
|
6,113,218
|
|
50 | ||
|
|
|
Redeemable
|
|
|
|
Additional
|
|
|
|
Cumulative
|
|
Non-
|
|
Total
|
|
|||||||||||
|
|
preferred stock
|
|
Common stock
|
|
paid-in
|
|
Retained
|
|
translation
|
|
controlling
|
|
stockholders’
|
|
|||||||||||
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
capital
|
|
earnings
|
|
adjustment
|
|
interests
|
|
equity
|
|
|||||||
Balance as of December 31, 2010
|
|
16,784
|
|
$
|
10,070
|
|
14,555,393
|
|
$
|
8,733,236
|
|
$
|
81,349,944
|
|
$
|
36,289,706
|
|
$
|
-
|
|
$
|
1,600,167
|
|
$
|
127,983,123
|
|
Issue of share capital
|
|
8,345
|
|
|
5,007
|
|
11,158
|
|
|
6,694
|
|
|
99,284
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
110,985
|
|
Conversion of preferred stock
|
|
(2,145)
|
|
|
(1,287)
|
|
2,145
|
|
|
1,287
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(557)
|
|
|
(334)
|
|
-
|
|
|
-
|
|
|
(4,665)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,999)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,113,218
|
|
|
-
|
|
|
438,762
|
|
|
6,551,980
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,371,981)
|
|
|
-
|
|
|
(482,400)
|
|
|
(4,854,381)
|
|
Issue of options and preferred stock
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
494,648
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
494,648
|
|
Balance as of December 31, 2011
|
|
22,427
|
|
|
13,456
|
|
14,568,696
|
|
|
8,741,217
|
|
|
81,939,211
|
|
|
38,030,943
|
|
|
-
|
|
|
1,556,529
|
|
|
130,281,356
|
|
Issue of share capital
|
|
11,417
|
|
|
6,850
|
|
21,686
|
|
|
13,013
|
|
|
164,391
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
184,254
|
|
Conversion of preferred stock
|
|
(2,629)
|
|
|
(1,577)
|
|
2,629
|
|
|
1,577
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(950)
|
|
|
(570)
|
|
-
|
|
|
-
|
|
|
(7,219)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,789)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9,315,514
|
|
|
-
|
|
|
308,495
|
|
|
9,624,009
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,381,278)
|
|
|
-
|
|
|
(72,000)
|
|
|
(4,453,278)
|
|
Capital contribution
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
135,000
|
|
|
135,000
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(15,400)
|
|
|
(810)
|
|
|
(16,210)
|
|
Stock-based compensation
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
371,038
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
371,038
|
|
Balance as of December 31, 2012
|
|
30,265
|
|
|
18,159
|
|
14,593,011
|
|
|
8,755,807
|
|
|
82,467,421
|
|
|
42,965,179
|
|
|
(15,400)
|
|
|
1,927,214
|
|
|
136,118,380
|
|
Issue of share capital
|
|
10,180
|
|
|
6,108
|
|
25,111
|
|
|
15,067
|
|
|
196,698
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
217,873
|
|
Conversion of preferred stock
|
|
(4,720)
|
|
|
(2,832)
|
|
4,720
|
|
|
2,832
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(521)
|
|
|
(313)
|
|
-
|
|
|
-
|
|
|
(3,952)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,265)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,594,519
|
|
|
-
|
|
|
553,970
|
|
|
9,148,489
|
|
Exercise of options
|
|
2,204
|
|
|
1,323
|
|
63,355
|
|
|
38,012
|
|
|
474,747
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
514,082
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,404,150)
|
|
|
-
|
|
|
-
|
|
|
(4,404,150)
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(456,583)
|
|
|
(24,031)
|
|
|
(480,614)
|
|
Capital contribution
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
142,105
|
|
|
142,105
|
|
Stock-based compensation
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
246,473
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
246,473
|
|
Balance as of December 31, 2013
|
|
37,408
|
|
$
|
22,445
|
|
14,686,197
|
|
$
|
8,811,718
|
|
$
|
83,381,387
|
|
$
|
47,155,548
|
|
$
|
(471,983)
|
|
$
|
2,599,258
|
|
$
|
141,498,373
|
|
51 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,148,489
|
|
$
|
9,624,009
|
|
$
|
6,551,980
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,472,116
|
|
|
7,728,568
|
|
|
5,998,319
|
|
Provision for doubtful accounts
|
|
|
32,933
|
|
|
62,909
|
|
|
-
|
|
Compensation expense relating to stock and stock option grants
|
|
|
381,976
|
|
|
453,686
|
|
|
566,593
|
|
Net (gain) loss on disposal of fixed assets
|
|
|
14,562
|
|
|
(12,082)
|
|
|
15,195
|
|
Foreign currency transaction adjustment
|
|
|
244,225
|
|
|
-
|
|
|
-
|
|
Profit sharing and equity from earnings of OC-BVI
|
|
|
(1,337,352)
|
|
|
(2,464,773)
|
|
|
(588,331)
|
|
Impairment losses
|
|
|
200,000
|
|
|
521,444
|
|
|
-
|
|
Unrealized (gain) loss on marketable securities
|
|
|
(17,137)
|
|
|
(73,966)
|
|
|
3,628
|
|
Change in:
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
|
-
|
|
|
-
|
|
|
(8,500,000)
|
|
Accounts receivable
|
|
|
(6,387,463)
|
|
|
(4,092,859)
|
|
|
3,709,123
|
|
Inventory
|
|
|
(65,637)
|
|
|
(922,840)
|
|
|
(239,386)
|
|
Prepaid expenses and other assets
|
|
|
(930,839)
|
|
|
(679,794)
|
|
|
609,037
|
|
Accounts payable and other liabilities
|
|
|
1,987,661
|
|
|
1,412,524
|
|
|
420,601
|
|
Net cash provided by operating activities
|
|
|
8,743,534
|
|
|
11,556,826
|
|
|
8,546,759
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment and construction in progress
|
|
|
(4,315,389)
|
|
|
(4,574,173)
|
|
|
(14,057,876)
|
|
Proceeds from sale of equipment
|
|
|
13,740
|
|
|
-
|
|
|
-
|
|
Distribution of earnings from OC-BVI
|
|
|
1,439,250
|
|
|
2,287,650
|
|
|
202,631
|
|
Collections on loans receivable
|
|
|
1,812,533
|
|
|
1,753,771
|
|
|
1,733,746
|
|
Collections on loan receivable from OC-BVI
|
|
|
-
|
|
|
-
|
|
|
1,450,000
|
|
Payment for investment in land
|
|
|
(2,125,566)
|
|
|
-
|
|
|
-
|
|
Payment for NSC option agreement
|
|
|
-
|
|
|
(300,000)
|
|
|
-
|
|
Release of previously restricted cash balances
|
|
|
-
|
|
|
7,500,000
|
|
|
(7,500,000)
|
|
Net cash provided by (used in) investing activities
|
|
|
(3,175,432)
|
|
|
6,667,248
|
|
|
(18,171,499)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
(4,399,091)
|
|
|
(4,450,392)
|
|
|
(4,850,914)
|
|
Issuance (repurchase) of redeemable preferred stock, net
|
|
|
9,313
|
|
|
1,154
|
|
|
1,542
|
|
Proceeds received from exercise of stock options
|
|
|
500,505
|
|
|
-
|
|
|
-
|
|
Principal repayments of long term debt
|
|
|
(1,724,025)
|
|
|
(10,125,150)
|
|
|
(1,531,946)
|
|
Capital contribution from non-controlling interest
|
|
|
142,105
|
|
|
135,000
|
|
|
-
|
|
Borrowings (repayment) of non-revolving credit facility
|
|
|
-
|
|
|
(7,500,000)
|
|
|
7,500,000
|
|
Net cash provided by (used in) financing activities
|
|
|
(5,471,193)
|
|
|
(21,939,388)
|
|
|
1,118,682
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(363,048)
|
|
|
(16,210)
|
|
|
-
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(266,139)
|
|
|
(3,731,524)
|
|
|
(8,506,058)
|
|
Cash and cash equivalents at beginning of period
|
|
|
33,892,655
|
|
|
37,624,179
|
|
|
46,130,237
|
|
Cash and cash equivalents at end of period
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
$
|
37,624,179
|
|
52 | ||
|
53 | ||
|
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 lease term
|
Lab equipment
|
|
5
to
10
years
|
54 | ||
|
|
|
2013
|
|
2012
|
|
||||||||
Method
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Discounted cash flow
|
|
50
|
%
|
50
|
%
|
|
|
20
|
%
|
30
|
%
|
|
|
Subject company stock price
|
|
30
|
%
|
30
|
%
|
|
|
60
|
%
|
50
|
%
|
10
|
%
|
Guideline public company
|
|
10
|
%
|
10
|
%
|
|
|
10
|
%
|
10
|
%
|
|
|
Mergers and acquisitions
|
|
10
|
%
|
10
|
%
|
|
|
10
|
%
|
10
|
%
|
|
|
Net asset value
|
|
|
|
|
|
|
|
|
|
|
|
90
|
%
|
|
|
100
|
%
|
100
|
%
|
|
|
100
|
%
|
100
|
%
|
100
|
%
|
55 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Bank accounts:
|
|
|
|
|
|
|
|
United States dollar
|
|
$
|
10,484,207
|
|
$
|
7,139,591
|
|
Cayman Islands dollar
|
|
|
5,275,615
|
|
|
10,907,483
|
|
Bahamian dollar
|
|
|
3,090,021
|
|
|
13,308,338
|
|
Belize dollar
|
|
|
3,055,990
|
|
|
2,007,243
|
|
Bermudian dollar
|
|
|
6,759
|
|
|
11,930
|
|
Mexican Peso
|
|
|
11,227
|
|
|
14,198
|
|
Euro
|
|
|
22,731
|
|
|
14,264
|
|
Singapore dollar
|
|
|
27,644
|
|
|
8,190
|
|
Indonesian Rupiah
|
|
|
84,058
|
|
|
112,442
|
|
|
|
|
22,058,252
|
|
|
33,523,679
|
|
|
|
|
|
|
|
|
|
Short term deposits:
|
|
|
|
|
|
|
|
United States dollar
|
|
|
527,580
|
|
|
368,976
|
|
Bahamian dollar
|
|
|
11,040,684
|
|
|
-
|
|
|
|
|
11,568,264
|
|
|
368,976
|
|
Total cash and cash equivalents
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
56 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Trade accounts receivable
|
|
$
|
18,666,283
|
|
$
|
12,098,566
|
|
Receivable from affiliate
|
|
|
53,867
|
|
|
110,544
|
|
Other accounts receivable
|
|
|
362,453
|
|
|
530,399
|
|
|
|
|
19,082,603
|
|
|
12,739,509
|
|
Allowance for doubtful accounts
|
|
|
(223,043)
|
|
|
(223,043)
|
|
|
|
$
|
18,859,560
|
|
$
|
12,516,466
|
|
|
|
Year ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Opening allowance for doubtful accounts
|
|
$
|
223,043
|
|
$
|
160,134
|
|
Provision for doubtful accounts
|
|
|
32,933
|
|
|
62,909
|
|
Accounts written off during the year
|
|
|
(32,933)
|
|
|
-
|
|
Ending allowance for doubtful accounts
|
|
$
|
223,043
|
|
$
|
223,043
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Water stock
|
|
$
|
28,222
|
|
$
|
32,515
|
|
Consumables stock
|
|
|
224,584
|
|
|
276,568
|
|
Spare parts stock
|
|
|
5,334,418
|
|
|
5,418,759
|
|
Total inventory
|
|
|
5,587,224
|
|
|
5,727,842
|
|
Less current portion
|
|
|
1,383,135
|
|
|
1,757,601
|
|
Inventory (non-current)
|
|
$
|
4,204,089
|
|
$
|
3,970,241
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
All loans receivable are due from the Water Authority Cayman and consisted of:
|
|
|
|
|
|
|
|
Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to May 2019, and secured by the machinery and equipment of the North Side Water Works plant.
|
|
$
|
6,912,337
|
|
$
|
7,925,386
|
|
Two loans originally aggregating $1,738,000, bearing interest at 5% per annum, receivable in aggregate monthly installments of $24,565 to March 2014, and secured by the machinery and equipment of the North Sound plant.
|
|
|
73,084
|
|
|
356,474
|
|
Two loans originally aggregating $3,671,039, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $54,513 to June 2017, and secured by the machinery and equipment of the Red Gate plant.
|
|
|
2,042,858
|
|
|
2,546,325
|
|
Two loans originally aggregating $897,000, bearing interest at 5% per annum, receivable in aggregate monthly installments of $12,678 to January 2013, and secured by the machinery and equipment of the Lower Valley plant.
|
|
|
-
|
|
|
12,626
|
|
Total loans receivable
|
|
|
9,028,279
|
|
|
10,840,811
|
|
Less current portion
|
|
|
1,691,102
|
|
|
1,812,532
|
|
Loans receivable, excluding current portion
|
|
$
|
7,337,177
|
|
$
|
9,028,279
|
|
57 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Land
|
|
$
|
3,223,361
|
|
$
|
3,223,361
|
|
Buildings
|
|
|
18,054,305
|
|
|
17,751,797
|
|
Plant and equipment
|
|
|
60,416,031
|
|
|
57,635,523
|
|
Distribution system
|
|
|
24,974,214
|
|
|
24,213,390
|
|
Office furniture, fixtures and equipment
|
|
|
2,825,009
|
|
|
2,644,900
|
|
Vehicles
|
|
|
1,237,736
|
|
|
1,182,782
|
|
Leasehold improvements
|
|
|
235,930
|
|
|
228,007
|
|
Lab equipment
|
|
|
29,871
|
|
|
19,192
|
|
|
|
|
110,996,457
|
|
|
106,898,952
|
|
Less accumulated depreciation
|
|
|
52,393,571
|
|
|
47,905,546
|
|
Property, plant and equipment, net
|
|
$
|
58,602,886
|
|
$
|
58,993,406
|
|
Construction in progress
|
|
$
|
1,450,417
|
|
$
|
2,612,800
|
|
58 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Current assets
|
|
$
|
3,422,328
|
|
$
|
3,033,939
|
|
Non-current assets
|
|
|
5,923,387
|
|
|
6,730,121
|
|
Total assets
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Current liabilities
|
|
$
|
717,890
|
|
$
|
937,965
|
|
Non-current liabilities
|
|
|
1,688,850
|
|
|
1,743,077
|
|
Total liabilities
|
|
$
|
2,406,740
|
|
$
|
2,681,042
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
(1)
|
|
|||
Revenues
|
|
$
|
4,711,091
|
|
$
|
4,371,520
|
|
$
|
3,925,108
|
|
Gross Profit
|
|
$
|
1,824,271
|
|
$
|
1,545,568
|
|
$
|
1,453,878
|
|
Income from operations
|
|
$
|
866,528
|
|
$
|
496,755
|
|
$
|
833,056
|
|
Other income (expense), net (2)
|
|
$
|
1,411,931
|
|
$
|
4,410,425
|
|
$
|
1,123,310
|
|
Net income attributable to controlling interests
|
|
$
|
2,250,667
|
|
$
|
4,873,236
|
|
$
|
1,926,597
|
|
|
(1)
|
The Company reclassified $1.0 million presented as revenues in 2011 to Other income Court award Baughers Bay dispute, to conform to the current year’s presentation.
|
|
(2)
|
Other income (expense), net, includes $2.0 million, $4.7 million and $1.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, in award amounts received under the Court ruling for the Baughers Bay litigation.
|
59 | ||
|
60 | ||
|
61 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cost
|
|
|
|
|
|
|
|
Intangible asset management service agreement
|
|
$
|
856,356
|
|
$
|
856,356
|
|
Belize water production and supply agreement
|
|
|
1,522,419
|
|
|
1,522,419
|
|
Usufruct option
|
|
|
300,000
|
|
|
300,000
|
|
|
|
|
2,678,775
|
|
|
2,678,775
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
Intangible asset management service agreement
|
|
|
(570,904)
|
|
|
(428,569)
|
|
Belize water production and supply agreement
|
|
|
(723,883)
|
|
|
(657,691)
|
|
Usufruct option
|
|
|
(287,500)
|
|
|
(137,500)
|
|
|
|
|
(1,582,287)
|
|
|
(1,223,760)
|
|
Intangible assets, net
|
|
$
|
1,096,488
|
|
$
|
1,455,015
|
|
2014
|
|
|
221,418
|
|
2015
|
|
|
208,918
|
|
2016
|
|
|
66,192
|
|
2017
|
|
|
66,192
|
|
2018
|
|
|
66,192
|
|
Thereafter
|
|
|
467,576
|
|
|
|
$
|
1,096,488
|
|
62 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
First Quarter
|
|
$
|
0.075
|
|
$
|
0.075
|
|
$
|
0.075
|
|
Second Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
Third Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
Fourth Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Fixed rate bonds bearing interest at a rate of 5.95%; maturing on August 4, 2016; repayable in quarterly installments of $526,010; secured through an inter-creditor agreement with the Republic Bank & Trust by substantially all of the Company’s assets. Redeemable in full at any time after August 4, 2009 at a premium of 1.5% of the outstanding principal and accrued interest on the bonds on the date of redemption.
|
|
$
|
5,301,328
|
|
$
|
7,025,353
|
|
Total debt
|
|
|
5,301,328
|
|
|
7,025,353
|
|
Less discount
|
|
|
96,161
|
|
|
172,693
|
|
Less current portion
|
|
|
5,205,167
|
|
|
1,647,493
|
|
Long term debt, excluding current portion
|
|
$
|
-
|
|
$
|
5,205,167
|
|
63 | ||
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cost of revenues consist of:
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
13,634,617
|
|
$
|
14,473,583
|
|
$
|
12,622,788
|
|
Depreciation
|
|
|
4,822,967
|
|
|
6,959,912
|
|
|
5,537,098
|
|
Fuel oil
|
|
|
10,106,409
|
|
|
10,078,724
|
|
|
7,195,692
|
|
Employee costs
|
|
|
4,422,093
|
|
|
4,423,899
|
|
|
4,276,682
|
|
Maintenance
|
|
|
2,332,893
|
|
|
2,849,453
|
|
|
2,140,776
|
|
Royalties
|
|
|
1,357,988
|
|
|
1,451,672
|
|
|
1,406,160
|
|
Insurance
|
|
|
1,499,201
|
|
|
1,625,733
|
|
|
1,545,771
|
|
Other
|
|
|
2,140,084
|
|
|
1,595,284
|
|
|
1,407,458
|
|
|
|
$
|
40,316,252
|
|
$
|
43,458,260
|
|
$
|
36,132,425
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist of:
|
|
|
|
|
|
|
|
|
|
|
Employee costs
|
|
$
|
6,218,948
|
|
$
|
5,751,142
|
|
$
|
5,265,360
|
|
Insurance
|
|
|
969,370
|
|
|
968,662
|
|
|
965,003
|
|
Professional fees
|
|
|
1,798,939
|
|
|
2,097,294
|
|
|
3,112,678
|
|
Directors’ fees and expenses
|
|
|
853,478
|
|
|
608,429
|
|
|
551,132
|
|
Depreciation
|
|
|
290,622
|
|
|
421,851
|
|
|
252,303
|
|
Other
|
|
|
5,712,946
|
|
|
4,695,439
|
|
|
3,505,174
|
|
|
|
$
|
15,844,303
|
|
$
|
14,542,817
|
|
$
|
13,651,650
|
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net income attributable to Consolidated Water Co. Ltd. Common stockholders
|
|
$
|
8,594,519
|
|
$
|
9,315,514
|
|
$
|
6,113,218
|
|
Less: preferred stock dividends
|
|
|
(11,222)
|
|
|
(9,080)
|
|
|
(7,040)
|
|
Net income available to common shares in the determination of basic earnings per common share
|
|
$
|
8,583,297
|
|
$
|
9,306,434
|
|
$
|
6,106,178
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of preferred shares outstanding during the period
|
|
|
34,827
|
|
|
27,057
|
|
|
19,892
|
|
Potential dilutive effect of unexercised options
|
|
|
35,169
|
|
|
573
|
|
|
15,862
|
|
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
64 | ||
|
|
|
Year ended December 31, 2013
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
23,018,498
|
|
$
|
39,960,220
|
|
$
|
843,413
|
|
$
|
63,822,131
|
|
Cost of revenues
|
|
|
11,023,096
|
|
|
28,212,896
|
|
|
1,080,260
|
|
|
40,316,252
|
|
Gross profit
|
|
|
11,995,402
|
|
|
11,747,324
|
|
|
(236,847)
|
|
|
23,505,879
|
|
General and administrative expenses
|
|
|
10,812,877
|
|
|
1,643,869
|
|
|
3,387,557
|
|
|
15,844,303
|
|
Income (loss) from operations
|
|
|
1,182,525
|
|
|
10,103,455
|
|
|
(3,624,404)
|
|
|
7,661,576
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
1,486,913
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
9,148,489
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
553,970
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
8,594,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment, net
|
|
$
|
26,339,461
|
|
$
|
31,736,774
|
|
$
|
526,651
|
|
$
|
58,602,886
|
|
Construction in progress
|
|
|
1,181,628
|
|
|
98,807
|
|
|
169,982
|
|
|
1,450,417
|
|
Goodwill
|
|
|
1,170,511
|
|
|
2,328,526
|
|
|
-
|
|
|
3,499,037
|
|
Total assets
|
|
|
115,659,023
|
|
|
42,094,311
|
|
|
7,611,520
|
|
|
165,364,854
|
|
|
|
Year ended December 31, 2012
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
24,222,895
|
|
$
|
40,758,182
|
|
$
|
469,625
|
|
$
|
65,450,702
|
|
Cost of revenues
|
|
|
11,548,255
|
|
|
31,679,887
|
|
|
230,118
|
|
|
43,458,260
|
|
Gross profit
|
|
|
12,674,640
|
|
|
9,078,295
|
|
|
239,507
|
|
|
21,992,442
|
|
General and administrative expenses
|
|
|
11,304,528
|
|
|
1,384,527
|
|
|
1,853,762
|
|
|
14,542,817
|
|
Impairment losses
|
|
|
-
|
|
|
432,727
|
|
|
88,717
|
|
|
521,444
|
|
Income (loss) from operations
|
|
|
1,370,112
|
|
|
7,261,041
|
|
|
(1,702,972)
|
|
|
6,928,181
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
2,695,828
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
9,624,009
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
308,495
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
9,315,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment, net
|
|
$
|
24,021,301
|
|
$
|
34,308,805
|
|
$
|
663,300
|
|
$
|
58,993,406
|
|
Construction in progress
|
|
|
2,342,248
|
|
|
270,552
|
|
|
-
|
|
|
2,612,800
|
|
Goodwill
|
|
|
1,170,511
|
|
|
2,328,526
|
|
|
-
|
|
|
3,499,037
|
|
Total assets
|
|
|
63,649,696
|
|
|
83,177,550
|
|
|
3,621,840
|
|
|
150,449,086
|
|
65 | ||
|
|
|
Year ended December 31, 2011
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
23,356,338
|
|
$
|
30,757,874
|
|
$
|
1,040,280
|
|
$
|
55,154,492
|
|
Cost of revenues
|
|
|
11,496,598
|
|
|
24,127,488
|
|
|
508,339
|
|
|
36,132,425
|
|
Gross profit
|
|
|
11,859,740
|
|
|
6,630,386
|
|
|
531,941
|
|
|
19,022,067
|
|
General and administrative expenses
|
|
|
9,102,291
|
|
|
1,285,121
|
|
|
3,264,238
|
|
|
13,651,650
|
|
Income (loss) from operations
|
|
|
2,757,449
|
|
|
5,345,265
|
|
|
(2,732,297)
|
|
|
5,370,417
|
|
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
1,181,563
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
6,551,980
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
438,762
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
6,113,218
|
|
|
|
Year ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Cayman Islands
|
|
$
|
31,164,165
|
|
|
$
|
33,661,440
|
|
|
$
|
32,223,536
|
|
Bahamas
|
|
|
29,192,529
|
|
|
|
28,996,724
|
|
|
|
19,825,070
|
|
Indonesia
|
|
|
144,030
|
|
|
|
-
|
|
|
|
-
|
|
Belize
|
|
|
2,536,780
|
|
|
|
2,322,913
|
|
|
|
2,065,606
|
|
Bermuda
|
|
|
-
|
|
|
|
-
|
|
|
|
722,774
|
|
Revenues earned from management services agreement with OC-BVI
|
|
|
784,627
|
|
|
|
469,625
|
|
|
|
317,506
|
|
|
|
$
|
63,822,131
|
|
|
$
|
65,450,702
|
|
|
$
|
55,154,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues earned from major customers were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenues earned from the Water and Sewerage Corporation ("WSC")
|
|
$
|
28,861,195
|
|
|
$
|
28,765,529
|
|
|
$
|
19,610,650
|
|
Percentage of total revenues from the WSC
|
|
|
45
|
%
|
|
|
44
|
%
|
|
|
36
|
%
|
Revenues earned from the Water Authority - Cayman ("WAC")
|
|
$
|
8,230,912
|
|
|
$
|
9,438,545
|
|
|
$
|
8,867,198
|
|
Percentage of total revenues from the WAC
|
|
|
13
|
%
|
|
|
14
|
%
|
|
|
16
|
%
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cayman Islands
|
|
$
|
23,907,080
|
|
$
|
24,004,499
|
|
Bahamas
|
|
|
31,907,625
|
|
|
33,710,233
|
|
Belize
|
|
|
1,046,184
|
|
|
1,134,721
|
|
All other countries
|
|
|
1,741,997
|
|
|
143,953
|
|
|
|
$
|
58,602,886
|
|
$
|
58,993,406
|
|
66 | ||
|
2014
|
|
$
|
566,721
|
|
2015
|
|
|
461,147
|
|
2016
|
|
|
294,408
|
|
2017
|
|
|
247,192
|
|
2018
|
|
|
247,192
|
|
Thereafter
|
|
|
3,419,487
|
|
|
|
$
|
5,236,147
|
|
67 | ||
|
68 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
Risk free interest rate
|
|
0.47
|
%
|
0.26
|
%
|
1.33
|
%
|
Expected option life (years)
|
|
1.7
|
|
1.5
|
|
3.4
|
|
Expected volatility
|
|
27.87
|
%
|
43.43
|
%
|
68.18
|
%
|
Expected dividend yield
|
|
2.71
|
%
|
3.78
|
%
|
2.89
|
%
|
|
|
Options
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (1) |
|
|||
Outstanding at beginning of period
|
|
315,654
|
|
$
|
13.56
|
|
|
|
|
|
|
|
Granted
|
|
16,780
|
|
|
8.24
|
|
|
|
|
|
|
|
Exercised
|
|
(65,559)
|
|
|
7.90
|
|
|
|
|
|
|
|
Forfeited/expired
|
|
(42,531)
|
|
|
24.14
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013
|
|
224,344
|
|
$
|
12.82
|
|
1.80
|
years
|
|
$
|
772,522
|
|
Exercisable as of December 31, 2013
|
|
154,211
|
|
$
|
13.94
|
|
1.28
|
years
|
|
$
|
510,184
|
|
|
(1)
|
The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $
14.10
on the Nasdaq Global Select Market on December 31, 2013, exceeds the exercise price of the option.
|
69 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Options granted with an exercise price below market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Employees preferred stock
|
|
$
|
4.65
|
|
$
|
1.28
|
|
$
|
1.47
|
|
Overall weighted average
|
|
$
|
4.65
|
|
$
|
1.28
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted with an exercise price at market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Management common stock
|
|
$
|
-
|
|
$
|
-
|
|
$
|
4.45
|
|
Other employees common stock
|
|
$
|
3.18
|
|
$
|
3.28
|
|
$
|
4.17
|
|
Overall weighted average
|
|
$
|
3.18
|
|
$
|
3.28
|
|
$
|
4.44
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted with an exercise price above market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Other employees
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Overall weighted average
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intrinsic value of options exercised
|
|
$
|
190,212
|
|
$
|
1,799
|
|
$
|
1,325
|
|
70 | ||
|
|
|
December 31, 2013
|
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
$
|
8,587,475
|
|
$
|
-
|
|
$
|
-
|
|
$
|
8,587,475
|
|
Nonrecurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in affiliate
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,623,448
|
|
$
|
6,623,448
|
|
|
|
December 31, 2012
|
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
$
|
8,570,338
|
|
$
|
-
|
|
$
|
-
|
|
$
|
8,570,338
|
|
Nonrecurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in affiliate
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,925,346
|
|
$
|
6,925,346
|
|
71 | ||
|
Balance as of December 31, 2012
|
|
$
|
6,925,346
|
|
Profit sharing and equity from earnings of OC-BVI
|
|
|
1,337,352
|
|
Distribution of earnings from OC-BVI
|
|
|
(1,439,250)
|
|
Impairment of Investment in OC-BVI (See Note 8)
|
|
|
(200,000)
|
|
Balance as of December 31, 2013
|
|
$
|
6,623,448
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Interest paid in cash, net of capitalized interest of $246,851 in 2011
|
|
$
|
380,014
|
|
$
|
670,042
|
|
$
|
962,744
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
Transfers from (to) inventory to (from) property plant and equipment, net
|
|
$
|
181,875
|
|
$
|
508,107
|
|
$
|
(100,000)
|
|
Issuance of 25,111, 21,686 and 11,158, respectively, of common stock for
services rendered |
|
$
|
217,826
|
|
$
|
175,313
|
|
$
|
104,443
|
|
Issuance of 10,180, 10,033 and 7,455, respectively, of redeemable
preferred stock for services rendered |
|
$
|
110,249
|
|
$
|
77,856
|
|
$
|
65,902
|
|
Conversion (on a one-to-one basis) of 4,720, 2,629 and 2,145,
respectively, of redeemable preferred stock to common stock |
|
$
|
2,832
|
|
$
|
1,577
|
|
$
|
1,287
|
|
Dividends declared but not paid
|
|
$
|
1,104,271
|
|
$
|
1,096,746
|
|
$
|
1,094,334
|
|
Obligation incurred for investment in land
|
|
$
|
10,050,000
|
|
$
|
-
|
|
$
|
-
|
|
72 | ||
|
73 | ||
|
74 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
456,927
|
|
$
|
1,009,942
|
|
Accounts receivable
|
|
|
2,751,830
|
|
|
1,797,093
|
|
Inventory
|
|
|
65,391
|
|
|
126,689
|
|
Prepaid expenses and other assets
|
|
|
148,180
|
|
|
100,215
|
|
Total current assets
|
|
|
3,422,328
|
|
|
3,033,939
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
5,244,526
|
|
|
6,033,423
|
|
Inventory non-current
|
|
|
216,361
|
|
|
204,198
|
|
Other assets
|
|
|
462,500
|
|
|
492,500
|
|
Total assets
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$
|
717,887
|
|
$
|
937,965
|
|
Total current liabilities
|
|
|
717,887
|
|
|
937,965
|
|
|
|
|
|
|
|
|
|
Profit sharing obligation
|
|
|
1,688,850
|
|
|
1,743,077
|
|
Total liabilities
|
|
|
2,406,737
|
|
|
2,681,042
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Class A, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding
555,000 shares |
|
|
555,000
|
|
|
555,000
|
|
Class B, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding
555,000 shares |
|
|
555,000
|
|
|
555,000
|
|
Class C, non-voting shares, $1 par value. Authorized 600,000 shares: issued and
outstanding 165,000 shares |
|
|
165,000
|
|
|
165,000
|
|
Additional paid-in capital
|
|
|
225,659
|
|
|
225,659
|
|
Retained earnings
|
|
|
5,315,632
|
|
|
5,487,465
|
|
Total OC-BVI stockholders’ equity
|
|
|
6,816,291
|
|
|
6,988,124
|
|
Non-controlling interest
|
|
|
122,687
|
|
|
94,894
|
|
Total equity
|
|
|
6,938,978
|
|
|
7,083,018
|
|
Total liabilities and equity
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
75 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Revenues
|
|
$
|
4,711,091
|
|
$
|
4,371,520
|
|
$
|
3,925,108
|
|
Cost of revenues
|
|
|
2,886,820
|
|
|
2,825,952
|
|
|
2,471,230
|
|
Gross profit
|
|
|
1,824,271
|
|
|
1,545,568
|
|
|
1,453,878
|
|
General and administrative expenses
|
|
|
957,743
|
|
|
1,048,813
|
|
|
620,822
|
|
Income from operations
|
|
|
866,528
|
|
|
496,755
|
|
|
833,056
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
-
|
|
|
117,918
|
|
|
159,097
|
|
Interest expense
|
|
|
-
|
|
|
-
|
|
|
(35,787)
|
|
Profit sharing expense
|
|
|
(715,273)
|
|
|
(686,908)
|
|
|
-
|
|
Court award - Baughers Bay dispute
|
|
|
2,000,000
|
|
|
4,688,321
|
|
|
1,000,000
|
|
Other income
|
|
|
127,205
|
|
|
291,094
|
|
|
-
|
|
Other income (expense), net
|
|
|
1,411,932
|
|
|
4,410,425
|
|
|
1,123,310
|
|
Net income
|
|
|
2,278,460
|
|
|
4,907,180
|
|
|
1,956,366
|
|
Income attributable to non-controlling interests
|
|
|
27,793
|
|
|
33,944
|
|
|
29,769
|
|
Net income attributable to controlling interests
|
|
$
|
2,250,667
|
|
$
|
4,873,236
|
|
$
|
1,926,597
|
|
76 | ||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
Non-
|
|
Total
|
|
|||
|
|
Common
|
|
paid-in
|
|
Retained
|
|
controlling
|
|
stockholders'
|
|
||||||||
|
|
Shares
|
|
Dollars
|
|
capital
|
|
earnings
|
|
interest
|
|
equity
|
|
||||||
Balance as of December 31, 2010
|
|
|
1,275,000
|
|
$
|
1,275,000
|
|
$
|
225,659
|
|
$
|
2,879,195
|
|
$
|
31,181
|
|
$
|
4,411,035
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,926,597
|
|
|
29,769
|
|
|
1,956,366
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(532,313)
|
|
|
-
|
|
|
(532,313)
|
|
Balance as of December 31, 2011
|
|
|
1,275,000
|
|
|
1,275,000
|
|
|
225,659
|
|
|
4,273,479
|
|
|
60,950
|
|
|
5,835,088
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,873,236
|
|
|
33,944
|
|
|
4,907,180
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(3,659,250)
|
|
|
-
|
|
|
(3,659,250)
|
|
Balance as of December 31, 2012
|
|
|
1,275,000
|
|
|
1,275,000
|
|
|
225,659
|
|
|
5,487,465
|
|
|
94,894
|
|
|
7,083,018
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,250,667
|
|
|
27,793
|
|
|
2,278,460
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,422,500)
|
|
|
-
|
|
|
(2,422,500)
|
|
Balance as of December 31, 2013
|
|
|
1,275,000
|
|
$
|
1,275,000
|
|
$
|
225,659
|
|
$
|
5,315,632
|
|
$
|
122,687
|
|
$
|
6,938,978
|
|
77 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,278,460
|
|
$
|
4,907,180
|
|
$
|
1,956,366
|
|
Add (deduct) items not affecting cash
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
790,785
|
|
|
789,706
|
|
|
787,502
|
|
Profit sharing
|
|
|
715,273
|
|
|
686,908
|
|
|
-
|
|
(Increase) decrease in accounts receivable
|
|
|
(954,737)
|
|
|
196,146
|
|
|
(927,718)
|
|
(Increase) decrease in inventory
|
|
|
49,135
|
|
|
56,151
|
|
|
45,554
|
|
(Increase) decrease in prepaid expenses and other assets
|
|
|
(17,965)
|
|
|
38,346
|
|
|
21,225
|
|
Increase (decrease) in accounts payable and other liabilities
|
|
|
(220,078)
|
|
|
(1,057,694)
|
|
|
66,742
|
|
Net cash provided by operating activities
|
|
|
2,640,873
|
|
|
5,616,743
|
|
|
1,949,671
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(1,888)
|
|
|
(12,185)
|
|
|
(23,545)
|
|
Net cash (used in) investing activities
|
|
|
(1,888)
|
|
|
(12,185)
|
|
|
(23,545)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Profit sharing rights paid
|
|
|
(769,500)
|
|
|
(1,192,725)
|
|
|
(138,712)
|
|
Principal repayments of long term debt
|
|
|
-
|
|
|
-
|
|
|
(1,450,000)
|
|
Dividends paid
|
|
|
(2,422,500)
|
|
|
(3,742,500)
|
|
|
(449,063)
|
|
Net cash (used in) financing activities
|
|
|
(3,192,000)
|
|
|
(4,935,225)
|
|
|
(2,037,775)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(553,015)
|
|
|
669,333
|
|
|
(111,649)
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
1,009,942
|
|
|
340,609
|
|
|
452,258
|
|
Cash and cash equivalents at the end of the year
|
|
$
|
456,927
|
|
$
|
1,009,942
|
|
$
|
340,609
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
-
|
|
$
|
-
|
|
$
|
39,616
|
|
Non-cash transactions
|
|
|
|
|
|
|
|
|
|
|
Transfers from inventory to property, plant and equipment, net
|
|
$
|
-
|
|
$
|
8,852
|
|
$
|
-
|
|
78 | ||
|
Plant and equipment
|
|
4 to 14 years
|
Office furniture, fixtures and equipment
|
|
3 to 10 years
|
Vehicles
|
|
3 to 10 years
|
Lab equipment
|
|
5 to 10 years
|
79 | ||
|
80 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Consumables stock
|
|
$
|
23,466
|
|
$
|
22,279
|
|
Spare parts inventory
|
|
|
258,286
|
|
|
308,608
|
|
Total inventory
|
|
|
281,752
|
|
|
330,887
|
|
Less current portion
|
|
|
65,391
|
|
|
126,689
|
|
Inventory (non-current)
|
|
$
|
216,361
|
|
$
|
204,198
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Buildings
|
|
$
|
3,599,824
|
|
$
|
3,599,824
|
|
Plant and equipment
|
|
|
5,712,027
|
|
|
5,720,879
|
|
Office furniture, fixtures and equipment
|
|
|
36,789
|
|
|
36,402
|
|
Vehicles
|
|
|
45,928
|
|
|
71,328
|
|
Tools & test equipment
|
|
|
9,622
|
|
|
21,259
|
|
|
|
|
9,404,190
|
|
|
9,449,692
|
|
Accumulated depreciation
|
|
|
(4,159,664)
|
|
|
(3,416,269)
|
|
Property, plant and equipment, net
|
|
$
|
5,244,526
|
|
$
|
6,033,423
|
|
81 | ||
|
2014
|
|
$
|
23,662
|
|
2015
|
|
|
23,662
|
|
2016
|
|
|
23,662
|
|
2017
|
|
|
23,662
|
|
2018
|
|
|
23,662
|
|
Thereafter
|
|
|
205,635
|
|
|
|
$
|
323,945
|
|
82 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cost of water sales consist of:
|
|
|
|
|
|
|
|
|
|
|
Fuel oil
|
|
$
|
55,024
|
|
$
|
42,747
|
|
$
|
79,089
|
|
Electricity
|
|
|
1,173,660
|
|
|
1,161,957
|
|
|
982,025
|
|
Maintenance
|
|
|
109,782
|
|
|
180,960
|
|
|
66,279
|
|
Depreciation
|
|
|
789,342
|
|
|
787,897
|
|
|
787,334
|
|
Employee costs
|
|
|
385,943
|
|
|
229,910
|
|
|
206,306
|
|
Insurance
|
|
|
72,974
|
|
|
73,210
|
|
|
66,268
|
|
Other
|
|
|
300,095
|
|
|
349,271
|
|
|
283,929
|
|
|
|
$
|
2,886,820
|
|
$
|
2,825,952
|
|
$
|
2,471,230
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist of:
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
$
|
627,725
|
|
$
|
626,153
|
|
$
|
367,593
|
|
Directors fees and expenses
|
|
|
78,735
|
|
|
158,242
|
|
|
48,750
|
|
Professional fees
|
|
|
18,900
|
|
|
112,221
|
|
|
18,900
|
|
Employee costs
|
|
|
65,301
|
|
|
65,482
|
|
|
59,253
|
|
Depreciation
|
|
|
1,443
|
|
|
1,809
|
|
|
168
|
|
Other
|
|
|
165,639
|
|
|
84,906
|
|
|
126,158
|
|
|
|
$
|
957,743
|
|
$
|
1,048,813
|
|
$
|
620,822
|
|
83 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Opening balance
|
|
$
|
1,743,077
|
|
$
|
2,218,519
|
|
Additions
|
|
|
715,273
|
|
|
686,908
|
|
Distributions paid and accrued
|
|
|
(769,500)
|
|
|
(1,162,350)
|
|
Ending balance
|
|
$
|
1,688,850
|
|
$
|
1,743,077
|
|
84 | ||
|
85 | ||
|
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES |
(a) | Management’s Annual Report on Internal Control Over Financial Reporting |
• | 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 in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations 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. |
86 | ||
|
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
87 | ||
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
88 | ||
|
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
Amended and Restated Memorandum of Association of Consolidated Water Co. Ltd. dated May 14, 2008 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed June 6, 2008, Commission File No. 0-25248)
|
|
|
|
3.2
|
|
Amended and Restated Articles of Association of Consolidated Water Co. Ltd. dated May 10, 2006 (incorporated by reference to Exhibit 4.2 filed as part of our Form F-3 filed October 12, 2006, Commission File No. 333-137970)
|
|
|
|
3.3
|
|
Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 11, 2007 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 14, 2007, Commission File No. 0-25248)
|
|
|
|
3.4
|
|
Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 26, 2009 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 27, 2009, Commission File No. 0-25248)
|
|
|
|
4.1
|
|
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)
|
|
|
|
4.2
|
|
Deed of Amendment of Option Deed dated August 8, 2005 (incorporated herein by reference to Exhibit 4.2 filed as a part of our Form 8-K dated August 11, 2005, Commission File No. 0-25248)
|
|
|
|
4.3
|
|
Second Deed of Amendment of Option Deed, dated September 27, 2005 (incorporated herein by reference to the exhibit filed as a part of our Form 8-K dated October 3, 2005, Commission File No. 0-25248)
|
|
|
|
4.4
|
|
Third Deed of Amendment to Option Deed, dated May 30, 2007 (incorporated herein by reference to Exhibit 4.3 filed as part of our Form 8-K filed June 1, 2007, Commission File No. 0-25248)
|
|
|
|
10.1.1
|
|
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)
|
|
|
|
10.1.2
|
|
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)
|
|
|
|
10.1.3
|
|
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)
|
|
|
|
10.1.4
|
|
Third 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 Exhibit 10.4 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.1.5
|
|
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 Exhibit 10.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 0-25248)
|
|
|
|
10.1.6
|
|
Amendment to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10 filed as a part of our Form 8-K filed July 23, 2010, Commission File No. 0-25248)
|
|
|
|
10.1.7
|
|
Amendment to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 10-Q for the second quarter ended June 30, 2012, Commission File No. 0-25248)
|
|
|
|
10.1.8
|
|
Amendment to License Agreement dated December 31, 2012 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed March 4, 2013, Commission File No. 0-25248)
|
|
|
|
10.1.9 |
|
Amendment to License Agreement dated April 24, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited.
|
|
|
|
10.1.10 |
|
Amendment to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited.
|
89 | ||
|
10.2
|
|
Water Supply Agreement dated December 18, 2000 between Consolidated Water Co. Ltd. and South Bimini International Ltd. (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 10-K for the fiscal year ended December 31, 2000, Commission File No. 0-25248)
|
|
|
|
10.3.1*
|
|
Employment contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.18 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248)
|
|
|
|
10.3.2*
|
|
Amendment of Engagement Agreement dated September 14, 2007 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed September 19, 2007, Commission File No. 0-25248)
|
|
|
|
10.3.3*
|
|
Third Amendment of Engagement Agreement dated September 9, 2009 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed September 9, 2009, Commission File No. 0-25248)
|
|
|
|
10.4.1*
|
|
Engagement Agreement dated May 22, 2006 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed May 26, 2006, Commission File No. 0-25248)
|
|
|
|
10.4.2*
|
|
Amended and restated Engagement Agreement dated March 29, 2007 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed April 14, 2007, Commission File No. 0-25248)
|
|
|
|
10.4.3*
|
|
Engagement Agreement dated January 15, 2008 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed January 22, 2008, Commission File No. 0-25248)
|
|
|
|
10.5*
|
|
Employment contract dated January 11, 2008 between Gregory McTaggart and Consolidated Water Co. Ltd.
|
|
|
|
10.6*
|
|
Employment contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.11 filed as part of our Form 10-K for the fiscal year ended December 31, 2008, Commission File No. 0-25248)
|
|
|
|
10.7*
|
|
Employment contract dated January 16, 2008 between Gerard Pereira and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 10-K for the fiscal year ended December 31, 2008, Commission File No. 0-25248)
|
|
|
|
10.8*
|
|
Engagement Agreement dated July 12, 2011 between John Tonner and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 5, 2011, Commission File No. 0-25248).
|
|
|
|
10.9
|
|
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)
|
|
|
|
10.10*
|
|
Summary Share Grant Plan for Directors (incorporated herein by reference to Exhibit 10.24 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356)
|
|
|
|
10.11*
|
|
Employee Share Option Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.12*
|
|
2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal quarter ended September 30, 2008, Commission File No. 0-25248)
|
|
|
|
10.13
|
|
Purchase and Sale Agreement, dated December 10, 2001, among Consolidated Water Co. Ltd., Cayman Hotel and Golf Inc., Ellesmere Britannia Limited and Hyatt Britannia Corporation Ltd. (incorporated herein by reference to Exhibit 10.30 filed as part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.14
|
|
Agreement dated February 1, 2002 between Consolidated Water Co. Ltd. and Cayman Hotel and Golf Inc. (incorporated herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.15
|
|
Lease dated December 10, 2001 between Cayman Hotel and Golf Inc. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
90 | ||
|
10.16.1
|
|
Lease dated April 27, 1993 signed July 18, 2001 between Government of Belize and Belize Water Limited (incorporated herein by reference to Exhibit 10.53 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.16.2
|
|
Amended lease dated April 27, 1993 signed January 2, 2004 between Government of Belize and Belize Water Limited (incorporated herein by reference to Exhibit 10.36 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248)
|
|
|
|
10.17
|
|
Loan Agreement dated February 7, 2003 between Consolidated Water Co. Ltd. and Scotiabank (Cayman Islands) Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248)
|
|
|
|
10.18.1
|
|
Loan Agreement dated May 25, 2005 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 99.1 filed as a part of our Form 8-K dated June 1, 2005, Commission File No. 0-25248)
|
|
|
|
10.18.2
|
|
Debenture Agreement dated August 24, 2007 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.3
|
|
Amending Debenture Agreement dated March 14, 2008 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.4
|
|
Second Amending Debenture Agreement dated February 18, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.5
|
|
Amending Loan Agreement dated August 20, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co.
|
|
|
|
10.18.6
|
|
Amending Loan Agreement dated February 10, 2010 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co.
|
|
|
|
10.19
|
|
Trust Deed dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.20
|
|
Subscription Agreement dated August 4, 2006 between Consolidated Water Co. Ltd. and Scotiatrust and Merchant Bank Trinidad & Tobago Limited (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.21
|
|
Deed of Second Debenture dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.22
|
|
Deed of Second Collateral Debenture dated August 4, 2006 between Cayman Water Company Limited and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.6 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.23
|
|
Equitable Charge of Shares dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.7 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.24
|
|
Intercreditor Deed dated August 4, 2006 among Scotiabank & Trust (Cayman) Ltd., Dextra Bank & Trust Co. Ltd., Consolidated Water Co. Ltd. and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.8 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.25
|
|
Cayman Islands Collateral Charge, West Bay Beach South Property, Block 12D, Parcel 79REM1/2 (incorporated herein by reference to Exhibit 10.9 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
91 | ||
|
10.26
|
|
Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 40 (incorporated herein by reference to Exhibit 10.10 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.27
|
|
Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 8 (incorporated herein by reference to Exhibit 10.11 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.28
|
|
Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 8 (incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.29
|
|
Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 469 (incorporated herein by reference to Exhibit 10.13 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.30
|
|
Loan Agreement dated as of October 4, 2006, by and between Royal Bank of Canada and Consolidated Water (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed October 6, 2006, File No. 0-25248)
|
|
|
|
10.31.1
|
|
Form of Agreement for Desalinated Water Supply dated May 2005 among Water and Sewerage Corporation, Consolidated Water Co. Ltd. and Consolidated Water (Bahamas) Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.31.2
|
|
Letter of Acceptance dated January 25, 2011 (effective January 31, 2011) between Water and Sewerage Corporation and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.31.3
|
|
Proposal letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by reference to Exhibit 10.3 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.32.1 |
|
N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
|
|
10.32.2 |
|
Appendix to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013.
|
|
|
|
10.32.3 |
|
Exhibit Index to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
||
10.32.4 |
|
Exhibits to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
23.1
|
|
Consent of Marcum LLP Consolidated Water Co. Ltd.
|
|
|
|
23.2
|
|
Consent of Marcum LLP 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
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101.INS
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XBRL Instance Document
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101.SCH
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|
XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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|
XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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* | Indicates a management contract or compensatory plan. |
| Portions of these Exhibits have been omitted pursuant to a request for confidential treatment. |
92 | ||
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CONSOLIDATED WATER CO. LTD.
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By:
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/s/ Wilmer F. Pergande
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Wilmer F. Pergande
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Chairman of the Board of Directors
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Signature
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Title
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Date
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By:
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/s/ Wilmer F. Pergande
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Chairman of the Board of Directors
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March 17, 2014
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Wilmer F. Pergande
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By:
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/s/ Frederick W. McTaggart
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Director, Chief Executive Officer and President
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March 17, 2014
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Frederick W. McTaggart
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(Principal Executive Officer)
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By:
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/s/ David W. Sasnett
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Director, Executive Vice President & Chief Financial Officer
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March 17, 2014
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David W. Sasnett
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(Principal Financial and Accounting Officer)
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By:
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/s/ Brian E. Butler
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Director
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March 17, 2014
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Brian E. Butler
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By:
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Director
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March 17, 2014
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Carson
K. Ebanks
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By:
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/s/ Richard L. Finlay
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Director
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March 17, 2014
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Richard L. Finlay
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By:
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/s/ Clarence B. Flowers, Jr.
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Director
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March 17, 2014
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Clarence B. Flowers, Jr.
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By:
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/s/ Leonard J. Sokolow
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Director
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March 17, 2014
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Leonard J. Sokolow
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By:
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/s/ Raymond Whittaker
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Director
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March 17, 2014
|
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Raymond Whittaker
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93 | ||
|
1 Year Consolidated Water Chart |
1 Month Consolidated Water Chart |
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