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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
CAYMAN ISLANDS | N/A | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
Regatta Office Park | ||
Windward Three, 4th Floor, West Bay Road | ||
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, $.60 Par Value | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Yeso Noþ
Yeso Noþ
Large accelerated filero | Accelerated filerþ | Non-accelerated filero | Smaller reporting companyo |
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ITEM 1. | BUSINESS |
• | 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 government to provide water in two of the most populated and rapidly developing areas in the Cayman Islands. In 2008, our retail water operations generated approximately 34% of our consolidated revenues. | ||
• | Bulk Water Operations.We produce and supply water to government-owned distributors in the Cayman Islands, Belize and the Bahamas. In 2008, our bulk water operations generated approximately 46% 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 2008, our services operations generated approximately 20% of our consolidated revenues. | ||
• | Affiliate Operations.Our affiliate, Ocean Conversion (BVI) Ltd. (“OC-BVI”), produces and supplies bulk water to the British Virgin Islands Water and Sewerage Department. We account for our interests in OC-BVI using the equity method of accounting and do not consolidate OC-BVI’s operating results in our financial statements. Our affiliate, Consolidated Water (Bermuda) Limited, is presently constructing a plant in two phases to be sold to the Bermuda government. The first phase of this plant was completed and began operating at the end of 2008 and we expect that the second phase will be completed during the first half of 2009. We expect to manage this plant on behalf of the Bermuda government for a period of not less than 12 months from completion of its construction. |
Location | Plants | Capacity(1) | ||||||
Cayman Islands | 6 | 7.8 | ||||||
Bahamas | 3 | 10.4 | ||||||
Belize | 1 | 0.6 | ||||||
British Virgin Islands | 3 | 2.4 | (2) | |||||
Bermuda | 1 | 0.6 | ||||||
Total | 14 | 21.8 | ||||||
(1) | In millions of U.S. gallons per day. | |
(2) | Owned and operated by OC-BVI. |
• | little or no naturally occurring fresh water; |
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• | limited regulations and taxes allowing for higher returns; | ||
• | a large proportion of tourist properties, which historically have generated higher volume sales than residential properties; and | ||
• | growing population and tourism levels. |
![](https://capedge.com/proxy/10-K/0000950144-09-002283/g18050g1805001.gif)
• | Cayman Water Company Limited (“Cayman Water”).In 1998, we established Cayman Water, which 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 |
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public water utility on Grand Cayman, Cayman Water owns and operates three desalination plants on Grand Cayman. | |||
• | Ocean Conversion (Cayman) Limited (“OC-Cayman”).We acquired OC-Cayman which 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’ operates our largest desalination plant. CW-Bahamas pays fees to two of our other subsidiaries for certain administrative services. | ||
• | Consolidated Water (Belize) Limited (“CW-Belize”).In 2000, we acquired CW-Belize, (formerly Belize Water Limited), which 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.In 2005, we established Aquilex, Inc., a United States company, which 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 on a month-to-month basis to the Government of The British Virgin Islands Water and Sewage 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 fees for certain engineering and administrative services. | ||
• | DesalCo Limited (“DesalCo”).We acquired DesalCo, a Cayman Islands company, which 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 and sale 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, will construct the plant and operate it for a minimum of 12 months after its commissioning. We have entered into a management services agreement with CW-Bermuda for the design, construction and operation of the Tynes Bay plant, under which we receive fees for direct services, purchasing activities and proprietary technology. We are loaning CW-Bermuda the funds to construct the plant and we will manage the plant’s operations on its behalf. The first phase of the construction of the Tynes Bay plant was completed in late 2008 and we expect the second phase to be completed by mid 2009. Although we own only 40% of the common shares of CW-Bermuda, we consolidate its results in our consolidated financial statements as we are its primary financial beneficiary. |
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2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Number of Customer Connections | 4,600 | 4,600 | 4,300 | 3,800 | 3,600 | |||||||||||||||
Volume of Water Sold (U.S. Gallons, In Thousands): | ||||||||||||||||||||
Commercial | 534,614 | 554,087 | 562,702 | 427,439 | 451,609 | |||||||||||||||
Residential | 211,090 | 202,988 | 173,665 | 157,924 | 122,699 | |||||||||||||||
Government | 25,967 | 45,623 | 12,789 | 8,929 | 7,584 | |||||||||||||||
Total | 771,671 | 802,698 | 749,156 | 594,292 | 581,892 | |||||||||||||||
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(U.S. Gallons, In Thousands)
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
First Quarter | 203,899 | 215,044 | 207,572 | 145,295 | 174,983 | |||||||||||||||
Second Quarter | 213,679 | 219,191 | 211,772 | 158,474 | 174,454 | |||||||||||||||
Third Quarter | 194,971 | 187,796 | 174,490 | 136,784 | 122,557 | |||||||||||||||
Fourth Quarter | 159,122 | 180,667 | 155,322 | 153,739 | 109,898 | |||||||||||||||
Total | 771,671 | 802,698 | 749,156 | 594,292 | 581,892 | |||||||||||||||
2008 | 2007 | 2006 | ||||||||||
Average Sales Price Per 1,000 U.S. Gallons | $ | 28.99 | $ | 27.69 | $ | 27.48 | ||||||
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• | extend the term for an additional five years at a reduced rate specified in the agreement; | ||
• | exercise a right of first refusal to purchase any materials, equipment and facilities that 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. |
• | extend the term for an additional five years at a reduced rate specified in the agreement; | ||
• | exercise a right of first refusal to purchase any materials, equipment and facilities that 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. |
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(U.S. Gallons, In Thousands)
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
First Quarter | 1,066,238 | 1,101,720 | 585,297 | 441,498 | 438,851 | |||||||||||||||
Second Quarter | 1,088,372 | 1,079,858 | 684,452 | 456,625 | 458,455 | |||||||||||||||
Third Quarter | 1,046,255 | 1,070,677 | 1,040,096 | 442,404 | 424,665 | |||||||||||||||
Fourth Quarter | 1,043,686 | 1,112,370 | 1,044,701 | 506,892 | 424,434 | |||||||||||||||
Total | 4,244,551 | 4,364,625 | 3,354,546 | 1,847,419 | 1,746,405 | |||||||||||||||
2008 | 2007 | 2006 | ||||||||||
Average Sales Price Per 1,000 U.S. Gallons | $ | 7.10 | $ | 5.57 | $ | 5.99 | ||||||
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• | 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; and | ||
• | OC-Cayman pays all customs duties up to 10% with respect to materials and supplies imported for the Red Gate plant and is reimbursed amounts in excess of this percentage by the Water Authority-Cayman. OC-Cayman pays full customs duties in respect of all other plants that it operates for the Water Authority-Cayman. |
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• | regulatory risks, including government relations difficulties, local regulations and currency controls; | ||
• | receiving and maintaining necessary permits, licenses and approvals; | ||
• | risks related to operating in foreign countries, including 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. |
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• | restricting foreign ownership of 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. |
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ITEM 2. | PROPERTIES |
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ITEM 3. | LEGAL PROCEEDINGS |
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ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
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ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
High | Low | |||||||
First Quarter 2008 | $ | 28.78 | $ | 18.00 | ||||
Second Quarter 2008 | 24.95 | 15.92 | ||||||
Third Quarter 2008 | 23.20 | 16.00 | ||||||
Fourth Quarter 2008 | 15.12 | 8.64 | ||||||
First Quarter 2007 | $ | 27.75 | $ | 23.71 | ||||
Second Quarter 2007 | 30.03 | 23.61 | ||||||
Third Quarter 2007 | 36.10 | 27.70 | ||||||
Fourth Quarter 2007 | 34.38 | 24.60 |
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First Quarter 2008 | $ | 0.1300 | Per Share | ||
Second Quarter 2008 | 0.0650 | Per Share | |||
Third Quarter 2008 | 0.0650 | Per Share | |||
Fourth Quarter 2008 | 0.0650 | Per Share | |||
First Quarter 2007 | $ | 0.0650 | Per Share | ||
Second Quarter 2007 | 0.0650 | Per Share | |||
Third Quarter 2007 | 0.0650 | Per Share | |||
Fourth Quarter 2007 | — | Per Share |
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ITEM 6. | SELECTED FINANCIAL DATA |
Year Ended December 31, | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Statement of Income Data: | ||||||||||||||||||||
Revenue | $ | 65,678,959 | $ | 54,076,865 | $ | 42,607,330 | $ | 28,365,680 | $ | 24,789,502 | ||||||||||
Net Income | 7,209,716 | 11,387,651 | 7,521,126 | 5,514,258 | 6,197,383 | |||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Total Assets | 154,656,574 | 149,330,884 | 138,961,343 | 88,365,191 | 70,825,049 | |||||||||||||||
Long Term Debt Obligations | 22,358,340 | 23,500,593 | 24,654,660 | 19,378,212 | 12,856,226 | |||||||||||||||
Redeemable Preferred Stock | 10,420 | 12,650 | 14,983 | 19,382 | 16,705 | |||||||||||||||
Dividends Declared Per Share | $ | 0.325 | $ | 0.195 | $ | 0.24 | $ | 0.24 | $ | 0.23 | ||||||||||
Basic Earnings Per Share | $ | 0.50 | $ | 0.79 | $ | 0.60 | $ | 0.47 | $ | 0.54 | ||||||||||
Weighted Average Number of Shares | 14,519,847 | 14,404,732 | 12,440,195 | 11,767,573 | 11,474,264 | |||||||||||||||
Diluted Earnings Per Share | $ | 0.50 | $ | 0.79 | $ | 0.59 | $ | 0.45 | $ | 0.53 | ||||||||||
Weighted Average Number of Shares | 14,538,971 | 14,495,364 | 12,737,486 | 12,161,407 | 11,759,010 |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Comparative Operations | ||||||||||||||||||||
2008 | 2007 | |||||||||||||||||||
Location | Plants | Capacity(1) | Location | Plants | Capacity(1) | |||||||||||||||
Cayman Islands | 6 | 7.8 | Cayman Islands | 6 | 7.6 | |||||||||||||||
Bahamas | 3 | 10.4 | Bahamas | 3 | 10.4 | |||||||||||||||
Belize | 1 | 0.6 | Belize | 1 | 0.6 | |||||||||||||||
British Virgin Islands | 3 | 2.4 | (2) | British Virgin Islands | 2 | 1.7 | (2) | |||||||||||||
Bermuda | 1 | 0.6 | Bermuda | — | — | |||||||||||||||
Total | 14 | 21.8 | Total | 12 | 20.3 | |||||||||||||||
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(1) | In millions of U.S. gallons per day. | |
(2) | Owned and operated by our affiliate OC-BVI. The 2007 capacity does not include OC-BVI’s 700,000 U.S. gallons per day plant at Bar Bay, Tortola that was operationally ready in December 2008 and began generating revenues in January 2009. |
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• | 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. |
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Year Ended December 31, 2008 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenues (1) | $ | 14,291,562 | $ | 17,842,585 | $ | 17,204,593 | $ | 16,340,219 | ||||||||
Gross profit | 4,536,058 | 4,907,175 | 4,625,261 | 4,565,349 | ||||||||||||
Net income | 1,673,867 | 1,979,623 | 1,780,017 | 1,776,209 | ||||||||||||
Diluted earnings per share | 0.12 | 0.14 | 0.12 | 0.12 |
Year Ended December 31, 2007 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenues (1) | $ | 13,991,106 | $ | 13,105,877 | $ | 13,145,719 | $ | 13,834,163 | ||||||||
Gross profit | 5,303,355 | 4,484,296 | 4,320,275 | 4,576,300 | ||||||||||||
Net income | 3,587,478 | 2,621,537 | 2,509,164 | 2,669,472 | ||||||||||||
Diluted earnings per share | 0.25 | 0.18 | 0.17 | 0.18 |
(1) | During the fourth quarter of 2008 we reclassified to revenues certain amounts charged to our customers for increases in energy costs. Such amounts had previously been reflected in our consolidated results of operations as a reduction of the energy component of our cost of revenues (see Note 2 of Notes to Consolidated Financial Statements). The impact of these reclassifications on the amounts of revenue previously reported in our Quarterly Reports on Form 10-Q is as follows: |
Year Ended December 31, 2008 | ||||||||||||||||
First | Second | Third | ||||||||||||||
Quarter | Quarter | Quarter | ||||||||||||||
Revenues, as reported | $ | 12,735,729 | $ | 16,037,848 | $ | 15,221,783 | ||||||||||
Reclassification of energy recovery | 1,555,833 | 1,804,737 | 1,982,810 | |||||||||||||
Revenues, as adjusted | $ | 14,291,562 | $ | 17,842,585 | $ | 17,204,593 | ||||||||||
Year Ended December 31, 2007 | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Revenues, as reported | $ | 12,734,610 | $ | 11,964,380 | $ | 11,919,463 | $ | 12,531,394 | ||||||||
Reclassification of energy recovery | 1,256,496 | 1,141,497 | 1,226,256 | 1,302,769 | ||||||||||||
Revenues, as adjusted | $ | 13,991,106 | $ | 13,105,877 | $ | 13,145,719 | $ | 13,834,163 | ||||||||
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• | Persuasive evidence of an arrangement exists. | ||
• | Delivery has occurred or services have been rendered. | ||
• | The seller’s price to the buyer is fixed and determinable; and | ||
• | Collectibility is reasonably assured. |
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Total | 2009 | 2010-2012 | 2013-2015 | 2016 and Thereafter | ||||||||||||||||
Secured 5.95% bonds(1)(2) | $ | 16,306,309 | $ | 2,104,040 | $ | 6,312,120 | $ | 7,890,150 | $ | — | ||||||||||
Series A bonds(1) | 14,875,000 | 750,000 | 2,250,000 | 11,875,000 | — | |||||||||||||||
Employment agreements | 2,158,050 | 1,141,650 | 1,016,400 | — | — | |||||||||||||||
Operating leases | 699,213 | 312,624 | 386,589 | — | — | |||||||||||||||
Other | 306,810 | 196,810 | 60,000 | — | 50,000 |
(1) | Includes interest costs to be incurred. | |
(2) | Secured 5.95% bonds are shown gross of discount. |
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ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Page | ||
CONSOLIDATED WATER CO. LTD. | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | 49 | |
50 | ||
51 | ||
52 | ||
53 | ||
54 | ||
55 | ||
OCEAN CONVERSION (BVI) LTD | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | ||
77 | ||
78 | ||
79 | ||
80 | ||
81 | ||
82 |
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Consolidated Water Co. Ltd.
March 16, 2009
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December 31, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 36,261,345 | $ | 38,529,383 | ||||
Accounts receivable, net | 13,911,312 | 9,828,529 | ||||||
Inventory | 1,617,484 | 1,381,225 | ||||||
Prepaid expenses and other current assets | 1,444,445 | 1,411,231 | ||||||
Current portion of loans receivable | 768,803 | 947,854 | ||||||
Total current assets | 54,003,389 | 52,098,222 | ||||||
Property, plant and equipment, net | 58,937,980 | 59,981,514 | ||||||
Construction in progress | 6,157,958 | 4,989,779 | ||||||
Costs and estimated earnings in excess of billings — construction project | 7,377,554 | — | ||||||
Inventory (non-current) | 2,971,949 | 2,268,766 | ||||||
Loans receivable | 1,560,420 | 2,329,262 | ||||||
Investment in and loan to OC-BVI | 14,371,312 | 17,501,848 | ||||||
Intangible assets, net | 2,144,162 | 2,881,900 | ||||||
Goodwill | 3,587,754 | 3,587,754 | ||||||
Other assets | 3,544,096 | 3,691,839 | ||||||
Total assets | $ | 154,656,574 | $ | 149,330,884 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and other current liabilities | $ | 7,310,327 | $ | 4,996,728 | ||||
Dividends payable | 1,006,414 | 60,719 | ||||||
Current portion of long term debt | 1,229,071 | 1,142,255 | ||||||
Total current liabilities | 9,545,812 | 6,199,702 | ||||||
Long term debt | 21,129,269 | 22,358,338 | ||||||
Other liabilities | 430,717 | 476,136 | ||||||
Minority interest in subsidiary | 1,353,177 | 1,392,254 | ||||||
Total liabilities | 32,458,975 | 30,426,430 | ||||||
Stockholders’ equity | ||||||||
Controlling interests: | ||||||||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; | ||||||||
issued and outstanding 17,366 and 21,082 shares, respectively | 10,420 | 12,650 | ||||||
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; | ||||||||
issued and outstanding 14,529,360 and 14,507,486 shares, respectively | 8,717,616 | 8,704,492 | ||||||
Class B common stock, $0.60 par value. Authorized 145,000 shares; | ||||||||
none issued or outstanding | — | — | ||||||
Additional paid-in capital | 80,461,942 | 79,771,093 | ||||||
Retained earnings | 32,340,077 | 29,853,720 | ||||||
121,530,055 | 118,341,955 | |||||||
Non-controlling interests | 667,544 | 562,499 | ||||||
Total stockholders’ equity | 122,197,599 | 118,904,454 | ||||||
Total liabilities and stockholders’ equity | $ | 154,656,574 | $ | 149,330,884 | ||||
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Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Retail water revenues | $ | 22,369,806 | $ | 22,225,765 | $ | 20,589,187 | ||||||
Bulk water revenues | 30,121,536 | 24,320,392 | 20,095,870 | |||||||||
Services revenues | 13,187,617 | 7,530,708 | 1,922,273 | |||||||||
Total revenues | 65,678,959 | 54,076,865 | 42,607,330 | |||||||||
Cost of retail revenues | 10,566,747 | 9,930,936 | 9,221,610 | |||||||||
Cost of bulk revenues | 25,557,832 | 20,078,758 | 16,671,122 | |||||||||
Cost of services revenues | 10,920,537 | 5,382,945 | 1,100,792 | |||||||||
Total cost of revenues | 47,045,116 | 35,392,639 | 26,993,524 | |||||||||
Gross profit | 18,633,843 | 18,684,226 | 15,613,806 | |||||||||
General and administrative expenses | 8,789,185 | 9,478,308 | 8,432,073 | |||||||||
Income from operations | 9,844,658 | 9,205,918 | 7,181,733 | |||||||||
Other income (expense): | ||||||||||||
Interest income | 1,393,691 | 1,911,303 | 304,945 | |||||||||
Interest expense | (1,755,969 | ) | (1,856,277 | ) | (1,886,518 | ) | ||||||
Profit sharing in income from OC-BVI | — | 651,981 | 507,849 | |||||||||
Other income | 138,915 | 263,912 | 241,338 | |||||||||
Loss on early extinguishment of debt | — | — | (240,728 | ) | ||||||||
Equity in earnings (loss) of OC-BVI | (2,345,612 | ) | 1,662,613 | 1,402,249 | ||||||||
Other income (expense), net | (2,568,975 | ) | 2,633,532 | 329,135 | ||||||||
Income before non-controlling and minority interests | 7,275,683 | 11,839,450 | 7,510,868 | |||||||||
Income (loss) attributable to non-controlling and minority interests | 65,967 | 451,799 | (10,258 | ) | ||||||||
Net income | $ | 7,209,716 | $ | 11,387,651 | $ | 7,521,126 | ||||||
Basic earnings per common share | $ | 0.50 | $ | 0.79 | $ | 0.60 | ||||||
Diluted earnings per common share | $ | 0.50 | $ | 0.79 | $ | 0.59 | ||||||
Dividends declared per common share | $ | 0.325 | $ | 0.195 | $ | 0.24 | ||||||
Weighted average number of common shares used in the determination of: | ||||||||||||
Basic earnings per share | 14,519,847 | 14,404,732 | 12,440,195 | |||||||||
Diluted earnings per share | 14,538,971 | 14,495,364 | 12,737,486 | |||||||||
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Redeemable | Additional | Total | ||||||||||||||||||||||||||||||
preferred stock | Common stock | paid-in | Retained | Non-controlling | stockholders’ | |||||||||||||||||||||||||||
Shares | Dollars | Shares | Dollars | capital | earnings | interest | equity | |||||||||||||||||||||||||
Balance as of December 31, 2005 | 32,304 | $ | 19,382 | 12,181,778 | $ | 7,309,066 | $ | 35,367,037 | $ | 16,867,594 | $ | — | $ | 59,563,079 | ||||||||||||||||||
Public offering of common shares, net of issuance costs | — | — | 1,725,000 | 1,035,000 | 39,104,899 | — | — | 40,139,899 | ||||||||||||||||||||||||
Issue of share capital | (12,244 | ) | (7,346 | ) | 12,244 | 7,346 | — | — | — | — | ||||||||||||||||||||||
Conversion of preferred shares | 4,911 | 2,947 | 213,838 | 128,304 | 1,458,606 | — | — | 1,589,857 | ||||||||||||||||||||||||
Net income | — | — | — | — | — | 7,521,126 | — | 7,521,126 | ||||||||||||||||||||||||
Dividends declared | — | — | — | — | — | (3,110,474 | ) | — | (3,110,474 | ) | ||||||||||||||||||||||
Issue of options and share grants | — | — | — | — | 141,168 | — | — | 141,168 | ||||||||||||||||||||||||
�� | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2006 | 24,971 | 14,983 | 14,132,860 | 8,479,716 | 76,071,710 | 21,278,246 | — | 105,844,655 | ||||||||||||||||||||||||
Conversion of preferred shares | (5,698 | ) | (3,418 | ) | 5,698 | 3,418 | — | — | — | — | ||||||||||||||||||||||
Issue of share capital | 1,809 | 1,085 | 368,928 | 221,358 | 3,666,117 | — | — | 3,888,560 | ||||||||||||||||||||||||
Net income | — | — | — | — | — | 11,387,651 | — | 11,387,651 | ||||||||||||||||||||||||
Dividends declared | — | — | — | — | — | (2,812,177 | ) | — | (2,812,177 | ) | ||||||||||||||||||||||
Issue of options | — | — | — | — | 33,266 | — | — | 33,266 | ||||||||||||||||||||||||
Capital contributions | — | — | — | — | — | — | 7,200 | 7,200 | ||||||||||||||||||||||||
Net income of non-controlling interests | — | — | — | — | — | — | 555,299 | 555,299 | ||||||||||||||||||||||||
Balance as of December 31, 2007 | 21,082 | 12,650 | 14,507,486 | 8,704,492 | 79,771,093 | 29,853,720 | 562,499 | 118,904,454 | ||||||||||||||||||||||||
Issue of share capital | 1,735 | 1,041 | 16,423 | 9,853 | 447,995 | — | — | 458,889 | ||||||||||||||||||||||||
Conversion of preferred shares | (5,451 | ) | (3,271 | ) | 5,451 | 3,271 | — | — | — | — | ||||||||||||||||||||||
Net income | — | — | — | — | — | 7,209,716 | — | 7,209,716 | ||||||||||||||||||||||||
Dividends declared | — | — | — | — | — | (4,723,359 | ) | — | (4,723,359 | ) | ||||||||||||||||||||||
Issue of options | — | — | — | — | 242,854 | — | — | 242,854 | ||||||||||||||||||||||||
Net income of non-controlling interests | — | — | — | — | — | — | 105,045 | 105,045 | ||||||||||||||||||||||||
Balance as of December 31, 2008 | 17,366 | $ | 10,420 | 14,529,360 | $ | 8,717,616 | $ | 80,461,942 | $ | 32,340,077 | $ | 667,544 | $ | 122,197,599 | ||||||||||||||||||
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Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Cash flows provided by operating activities | ||||||||||||
Net income | $ | 7,209,716 | $ | 11,387,651 | $ | 7,521,126 | ||||||
Add (deduct) items not affecting cash | ||||||||||||
Depreciation and amortization | 6,582,499 | 5,921,871 | 4,777,868 | |||||||||
Stock compensation on share and option grants | 445,285 | 125,843 | 372,425 | |||||||||
Loss on early extinguishment of debt | — | — | 240,728 | |||||||||
Net (profit)/loss on disposal of fixed assets | 285,206 | (807,781 | ) | 433,834 | ||||||||
Equity in loss (earnings) of OC-BVI | 2,505,536 | (2,253,619 | ) | (1,910,098 | ) | |||||||
Minority interest (recovery) | (39,077 | ) | (103,499 | ) | (10,258 | ) | ||||||
Expense attributable to non-controlling interests | 105,045 | 562,499 | — | |||||||||
Increase in accounts receivable and costs and estimated earnings in excess of billings | (11,460,337 | ) | (3,734,635 | ) | (571,743 | ) | ||||||
(Increase) in inventory | (939,442 | ) | (855,099 | ) | (762,683 | ) | ||||||
(Increase) decrease in prepaid expenses and other assets | 640,994 | (906,700 | ) | (336,626 | ) | |||||||
(Decrease) increase in accounts payable and other liabilities | 2,524,638 | (123,921 | ) | 1,819,452 | ||||||||
Net cash provided by operating activities | 7,860,063 | 9,212,610 | 11,574,025 | |||||||||
Cash flows provided by (used in) investing activities | ||||||||||||
Additions to property, plant and equipment and construction in progress | (6,640,135 | ) | (7,756,533 | ) | (25,887,620 | ) | ||||||
Distribution of income from affiliate | — | 222,475 | 757,500 | |||||||||
Proceeds from sale of minority interest in subsidiary, net | — | — | 652,756 | |||||||||
Loans to affiliate | — | — | (2,200,000 | ) | ||||||||
Collections of loans receivable | 1,572,893 | 1,019,163 | 770,276 | |||||||||
Net cash provided by (used in) investing activities | (5,067,242 | ) | (6,514,895 | ) | (25,907,088 | ) | ||||||
Cash flows provided by (used in) financing activities | ||||||||||||
Dividends paid | (3,777,664 | ) | (3,721,538 | ) | (3,110,473 | ) | ||||||
Net proceeds from issuance of common shares | — | — | 40,139,899 | |||||||||
Net proceeds from issuance of 5.95% bonds | — | — | 14,445,720 | |||||||||
Proceeds from issuance of redeemable preference shares | — | 9,564 | 18,191 | |||||||||
Proceeds from exercises of stock options | — | 3,535,042 | 1,244,280 | |||||||||
Borrowings under line of credit | — | — | 5,659,608 | |||||||||
Line of credit repayment | — | — | (5,659,608 | ) | ||||||||
Principal repayments of long term debt | (1,283,195 | ) | (1,302,099 | ) | (13,049,444 | ) | ||||||
Net cash provided by (used in) financing activities | (5,060,859 | ) | (1,479,031 | ) | 39,688,173 | |||||||
Net (decrease)/increase in cash and cash equivalents | (2,268,038 | ) | 1,218,684 | 25,355,110 | ||||||||
Cash and cash equivalents at beginning of year | 38,529,383 | 37,310,699 | 11,955,589 | |||||||||
Cash and cash equivalents at end of year | $ | 36,261,345 | $ | 38,529,383 | $ | 37,310,699 | ||||||
Supplemental disclosure of cash flow information | ||||||||||||
Interest paid in cash (net of capitalized interest of $nil, $nil and $375,000 in 2008, 2007 and 2006, respectively) | $ | 1,570,878 | $ | 1,845,426 | $ | 1,427,908 | ||||||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
55
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Buildings | 5 to 40 years | |
Plant and equipment | 4 to 40 years | |
Distribution system | 3 to 40 years | |
Office furniture, fixtures and equipment | 3 to 10 years | |
Vehicles | 3 to 10 years | |
Leasehold improvements | Shorter of 5 years or operating lease term outstanding | |
Lab equipment | 5 to 10 years |
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57
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Year Ended December 31, | ||||||||
2007 | 2006 | |||||||
Revenues, as reported | $ | 49,149,847 | $ | 38,229,208 | ||||
Reclassification of energy recovery | 4,927,018 | 4,378,122 | ||||||
Revenues, as adjusted | $ | 54,076,865 | $ | 42,607,330 | ||||
Year Ended December 31, | ||||||||
2007 | 2006 | |||||||
Cost of revenues, as reported | $ | 30,465,621 | $ | 22,615,402 | ||||
Reclassification of energy recovery | 4,927,018 | 4,378,122 | ||||||
Cost of revenues, as adjusted | $ | 35,392,639 | $ | 26,993,524 | ||||
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December 31, | ||||||||
2008 | 2007 | |||||||
Bank accounts | ||||||||
United States dollar | $ | 1,368,077 | $ | 1,387,158 | ||||
Cayman Islands dollar | 2,080,811 | 3,079,161 | ||||||
Bahamian dollar | 3,159,781 | 534 | ||||||
Belize dollar | 701,253 | 452,827 | ||||||
Barbadian dollar | 217,826 | 554,594 | ||||||
Bermudian dollar | 768,895 | 344,246 | ||||||
8,296,643 | 5,818,520 | |||||||
Short term deposits | ||||||||
United States dollar | 23,824,358 | 30,000,000 | ||||||
Call Deposit — United States dollar | 4,140,344 | 2,710,863 | ||||||
27,964,702 | 32,710,863 | |||||||
Total cash and cash equivalents | $ | 36,261,345 | $ | 38,529,383 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Trade accounts receivable | $ | 12,414,380 | $ | 8,397,990 | ||||
Revenues earned in excess of amounts billed | 826,776 | 988,394 | ||||||
Receivable from affiliate | 439,010 | 660,156 | ||||||
Other accounts receivable | 346,578 | 146,860 | ||||||
14,026,744 | 10,193,400 | |||||||
Allowance for doubtful accounts | (115,432 | ) | (364,871 | ) | ||||
$ | 13,911,312 | $ | 9,828,529 | |||||
December 31, | ||||||||
2008 | 2007 | |||||||
Opening allowance for doubtful accounts | $ | 364,871 | $ | 162,121 | ||||
Provision for doubtful accounts | (249,439 | ) | 278,092 | |||||
Accounts written off during the year | — | (75,342 | ) | |||||
Ending allowance for doubtful accounts | $ | 115,432 | $ | 364,871 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Water stock | $ | 38,627 | $ | 41,933 | ||||
Consumables stock | 716,428 | 482,482 | ||||||
Spare parts stock | 3,834,378 | 3,125,576 | ||||||
Total inventory | 4,589,433 | 3,649,991 | ||||||
Less current portion | 1,617,484 | 1,381,225 | ||||||
Inventory (non-current) | $ | 2,971,949 | $ | 2,268,766 | ||||
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December 31, | ||||||||
2008 | 2007 | |||||||
Due from the Water Authority-Cayman: | ||||||||
Original loan of $1,216,000, non-interest bearing, in monthly installments of $14,476 to November 30, 2008. Loan secured by Red Gate plant, machinery and equipment | $ | — | $ | 159,238 | ||||
Due from the Water Authority-Cayman: Two loans originally aggregating $1,738,000, bearing interest at 5% per annum, receivable in combined monthly installments of principal and interest of $24,565 to March 2014, and secured by North Sound Road, machinery and equipment | 1,358,651 | 1,579,467 | ||||||
Due from the Water Authority-Cayman: Two non-interest bearing loans originally aggregating $3,129,000, receivable in monthly installments of $37,250 to November 2009, and secured by North Sound Road plant, machinery and equipment | 560,862 | 856,750 | ||||||
Due from the Water Authority-Cayman: Two loans originally aggregating $897,000, bearing interest at 5% per annum, receivable in combined monthly installments of principal and interest of $12,678 to January 2013, and secured by Lower Valley plant, machinery and equipment | 409,710 | 681,661 | ||||||
Total loans receivable | 2,329,223 | 3,277,116 | ||||||
Less current portion | 768,803 | 947,854 | ||||||
Loans receivable, excluding current portion | $ | 1,560,420 | $ | 2,329,262 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Land | $ | 2,515,810 | $ | 2,515,810 | ||||
Buildings | 13,164,488 | 11,861,214 | ||||||
Plant and equipment | 47,109,425 | 44,723,010 | ||||||
Distribution system | 20,335,700 | 19,743,075 | ||||||
Office furniture, fixtures and equipment | 2,003,088 | 1,817,214 | ||||||
Vehicles | 1,079,398 | 1,026,566 | ||||||
Leasehold improvements | 202,592 | 202,592 | ||||||
Lab equipment | 28,890 | 28,855 | ||||||
86,439,391 | 81,918,336 | |||||||
Less accumulated depreciation | 27,501,411 | 21,936,822 | ||||||
Property, plant and equipment, net | $ | 58,937,980 | $ | 59,981,514 | ||||
Construction in progress | $ | 6,157,958 | $ | 4,989,779 | ||||
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December 31, | ||||||||
2008 | 2007 | |||||||
Current assets | $ | 15,073,265 | $ | 8,366,227 | ||||
Non-current assets | 11,463,739 | 11,574,429 | ||||||
Total assets | $ | 26,537,004 | $ | 19,940,656 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Current liabilities | $ | 16,933,449 | $ | 2,697,453 | ||||
Non-current liabilities | 3,224,384 | 5,500,256 | ||||||
Total liabilities | $ | 20,157,833 | $ | 8,197,709 | ||||
Year Ended December 31, | ||||||||
2008 | 2007 | |||||||
Water sales | $ | 137,666 | $ | 9,326,435 | ||||
Cost of water sales | $ | 4,160,394 | $ | 3,280,833 | ||||
Income (loss) from operations | $ | (5,069,040 | ) | $ | 3,559,324 | |||
Net income (loss) | $ | (5,236,276 | ) | $ | 3,914,000 | |||
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December 31, | ||||||||
2008 | 2007 | |||||||
Equity investment (including profit sharing rights) | $ | 12,121,312 | $ | 14,626,848 | ||||
Loan receivable — Bar Bay plant construction | 2,250,000 | 2,875,000 | ||||||
$ | 14,371,312 | $ | 17,501,848 | |||||
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(a) | The Company attributed $856,356 to an intangible asset which represents the fair value of a Management Services Agreement which has no expiration term. Management of the Company has determined that this intangible asset has an indefinite life and therefore it is not being amortized. | |
(b) | The Company attributed $337,149 to an intangible asset, the DWEER™ Distribution Agreement between DesalCo Limited and DWEER Technology Limited, which expires on October 31, 2009. Under this agreement, DesalCo Limited was granted an exclusive right, within certain geographical areas in the Caribbean, Central and South America, to distribute certain patented equipment which can increase the operational efficiency of reverse osmosis seawater desalination plants. The estimated fair value attributable to the intangible asset of the DWEER™ Distribution Agreement is being amortized over the term of the underlying agreement and has a weighted average remaining useful life of 0.9 years. | |
(c) | The Company attributed $4,385,496 to intangible assets, which represents the fair value of three Water Production and Supply Agreements between Ocean Conversion (Cayman) Limited and the Government of the Cayman Islands, dated April 25, 1994, June 18, 1997 and December 31, 2001. Under these agreements, Ocean Conversion (Cayman) Limited built reverse osmosis seawater desalination plants for the Government of the Cayman Islands. Ocean Conversion (Cayman) Limited operates the plants until the expiration of the agreement term, as extended, at which time the plant operations will be transferred to the Government of the Cayman Islands for no consideration. The carrying amounts attributable to the intangible assets of the Water Production and Supply Agreements are being amortized over the term of the agreements, which are approximately 6, 3 and 7 years, respectively, and have a weighted average remaining useful life of 0.9 years. | |
(d) | On September 17, 2003, the Company signed an agreement with its Belize customer for the provision of water from a seawater desalination plant for an initial term of 23 years. The new agreement was effective on June 1, 2004 after certain conditions precedent were met or waived. The carrying amount of the Belize Water Production |
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and Supply Agreement is being amortized over the term of the agreement and has a weighted average remaining useful life of 17.1 years. |
December 31, | ||||||||
2008 | 2007 | |||||||
Cost | ||||||||
Non-amortizable intangible asset management service agreement | $ | 856,356 | $ | 856,356 | ||||
Amortizable intangible assets DWEER™ distribution agreement | 337,149 | 337,149 | ||||||
Cayman water production and supply agreements | 4,385,496 | 4,385,496 | ||||||
Belize water production and supply agreement | 1,522,419 | 1,522,419 | ||||||
7,101,420 | 7,101,420 | |||||||
Accumulated amortization | ||||||||
DWEER™ distribution agreement | (292,065 | ) | (242,702 | ) | ||||
Cayman water production and supply agreements | (4,272,271 | ) | (3,650,088 | ) | ||||
Belize water production and supply agreement | (392,922 | ) | (326,730 | ) | ||||
(4,957,259 | ) | (4,219,520 | ) | |||||
Intangible assets, net | $ | 2,144,162 | $ | 2,881,900 | ||||
2009 | $ | 224,501 | ||
2010 | 66,192 | |||
2011 | 66,192 | |||
2012 | 66,192 | |||
2013 | 66,192 | |||
Thereafter | 798,536 |
2008 | 2007 | 2006 | ||||||||||
First Quarter | $ | 0.130 | $ | 0.065 | $ | 0.060 | ||||||
Second Quarter | 0.065 | 0.065 | 0.060 | |||||||||
Third Quarter | 0.065 | 0.065 | 0.060 | |||||||||
Fourth Quarter | 0.065 | — | 0.060 |
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December 31, | ||||||||
2008 | 2007 | |||||||
Fixed rate bonds bearing interest at a rate of 5.95%; 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. | $ | 12,987,799 | $ | 14,270,995 | ||||
Series A bonds bearing interest at the annual fixed rate of 7.5%, payable quarterly; maturing on June 30, 2015. | 10,000,000 | 10,000,000 | ||||||
Total long term debt | 22,987,799 | 24,270,995 | ||||||
Less discount | 629,459 | 770,402 | ||||||
Less current portion | 1,229,071 | 1,142,255 | ||||||
Long term debt, excluding current portion | $ | 21,129,269 | $ | 22,358,338 | ||||
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2009 | $ | 1,361,265 | ||
2010 | 1,444,086 | |||
2011 | 1,531,945 | |||
2012 | 1,625,150 | |||
2013 | 1,724,025 | |||
Thereafter | 15,301,328 | |||
$ | 22,987,799 | |||
Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Cost of revenues consist of: | ||||||||||||
Water purchases | $ | — | $ | 52,020 | $ | 167,839 | ||||||
Depreciation | 5,380,061 | 4,581,375 | 3,490,929 | |||||||||
Amortization of intangible assets | 737,737 | 788,659 | 820,943 | |||||||||
Employee costs | 4,230,387 | 3,866,813 | 3,383,892 | |||||||||
Fuel oil | 9,279,123 | 6,404,945 | 4,565,862 | |||||||||
Royalties | 1,367,369 | 1,407,367 | 1,256,257 | |||||||||
Electricity | 10,352,763 | 8,688,021 | 7,396,433 | |||||||||
Insurance | 1,131,826 | 1,243,136 | 840,201 | |||||||||
Maintenance | 2,284,690 | 2,339,341 | 3,135,004 | |||||||||
Cost of plant sales | 9,949,693 | 4,547,122 | — | |||||||||
Other | 2,331,467 | 1,473,840 | 1,936,164 | |||||||||
$ | 47,045,116 | $ | 35,392,639 | $ | 26,993,524 | |||||||
General and administrative expenses consist of: | ||||||||||||
Employee costs | $ | 3,941,357 | $ | 4,316,922 | $ | 3,680,386 | ||||||
Depreciation | 308,699 | 316,574 | 282,267 | |||||||||
Professional fees | 774,095 | 1,173,090 | 1,172,685 | |||||||||
Insurance | 863,239 | 696,953 | 537,011 | |||||||||
Directors’ fees and expenses | 715,591 | 761,443 | 622,750 | |||||||||
Maintenance | 48,686 | 56,959 | 105,909 | |||||||||
Other | 2,137,518 | 2,156,367 | 2,031,065 | |||||||||
$ | 8,789,185 | $ | 9,478,308 | $ | 8,432,073 | |||||||
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2008 | 2007 | 2006 | ||||||||||
Net income | $ | 7,209,716 | $ | 11,387,651 | $ | 7,521,126 | ||||||
Less: Dividends paid and earnings attributable on preferred shares | (4,696 | ) | (5,509 | ) | (6,461 | ) | ||||||
Net income available to common shares in the determination of basic earnings per common share | $ | 7,205,020 | $ | 11,382,142 | $ | 7,514,665 | ||||||
Weighted average number of common shares in the determination of basic earnings per common share | 14,519,847 | 14,404,732 | 12,440,195 | |||||||||
Plus: | ||||||||||||
Weighted average number of preferred shares outstanding during the year | 19,124 | 22,488 | 28,502 | |||||||||
Potential dilutive effect of unexercised options | — | 68,144 | 268,789 | |||||||||
Weighted average number of shares used for determining diluted earnings per common share | 14,538,971 | 14,495,364 | 12,737,486 | |||||||||
As of and for the year ended December 31, 2008 | ||||||||||||||||
Retail | Bulk | Services | Total | |||||||||||||
Revenues | $ | 22,369,806 | $ | 30,121,536 | $ | 13,187,617 | $ | 65,678,959 | ||||||||
Cost of revenues | 10,566,747 | 25,557,832 | 10,920,537 | 47,045,116 | ||||||||||||
Gross profit | 11,803,059 | 4,563,704 | 2,267,080 | 18,633,843 | ||||||||||||
General and administrative expenses | 7,150,449 | 1,379,597 | 259,139 | 8,789,185 | ||||||||||||
Income from operations | 4,652,610 | 3,184,107 | 2,007,941 | 9,844,658 | ||||||||||||
Other income (expense), net | (2,568,975 | ) | ||||||||||||||
Income before non-controlling and minority interests | 7,275,683 | |||||||||||||||
Income (loss) attributable to non-controlling and minority interests | 65,967 | |||||||||||||||
Net income | $ | 7,209,716 | ||||||||||||||
As of December 31, 2008: | ||||||||||||||||
Property plant and equipment, net | $ | 22,526,675 | $ | 34,607,482 | $ | 1,803,823 | $ | 58,937,980 | ||||||||
Construction in progress | 5,305,733 | 852,225 | — | 6,157,958 | ||||||||||||
Total assets | 82,965,267 | 66,567,564 | 5,123,743 | 154,656,574 |
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As of and for the year ended December 31, 2007 | ||||||||||||||||
Retail | Bulk | Services | Total | |||||||||||||
Revenues | $ | 22,225,765 | $ | 24,320,392 | $ | 7,530,708 | $ | 54,076,865 | ||||||||
Cost of revenues | 9,930,936 | 20,078,758 | 5,382,945 | 35,392,639 | ||||||||||||
Gross profit | 12,294,829 | 4,241,634 | 2,147,763 | 18,684,226 | ||||||||||||
General and administrative expenses | 7,822,592 | 1,437,896 | 217,820 | 9,478,308 | ||||||||||||
Income from operations | 4,472,237 | 2,803,738 | 1,929,943 | 9,205,918 | ||||||||||||
Other income (expense), net | 2,633,532 | |||||||||||||||
Income before non-controlling and minority interests | 11,839,450 | |||||||||||||||
Income (loss) attributable to non-controlling and minority interests | 451,799 | |||||||||||||||
Net income | $ | 11,387,651 | ||||||||||||||
As of December 31, 2007: | ||||||||||||||||
Property plant and equipment, net | $ | 23,102,174 | $ | 34,619,902 | $ | 2,259,438 | $ | 59,981,514 | ||||||||
Construction in progress | 3,273,108 | 1,716,671 | — | 4,989,779 | ||||||||||||
Total assets | 89,064,139 | 54,585,753 | 5,680,992 | 149,330,884 |
As of and for the year ended December 31, 2006 | ||||||||||||||||
Retail | Bulk | Services | Total | |||||||||||||
Revenues | $ | 20,589,187 | $ | 20,095,870 | $ | 1,922,273 | $ | 42,607,330 | ||||||||
Cost of revenues | 9,221,610 | 16,671,122 | 1,100,792 | 26,993,524 | ||||||||||||
Gross profit | 11,367,577 | 3,424,748 | 821,481 | 15,613,806 | ||||||||||||
General and administrative expenses | 7,086,511 | 1,232,435 | 113,127 | 8,432,073 | ||||||||||||
Income from operations | 4,281,066 | 2,192,313 | 708,354 | 7,181,733 | ||||||||||||
Other income (expense), net | 329,135 | |||||||||||||||
Income before non-controlling and minority interests | 7,510,868 | |||||||||||||||
Income (loss) attributable to non-controlling and minority interests | (10,258 | ) | ||||||||||||||
Net income | $ | 7,521,126 | ||||||||||||||
As of December 31, 2006: | ||||||||||||||||
Property plant and equipment, net | $ | 20,812,109 | $ | 36,850,558 | $ | 2,566,691 | $ | 60,229,358 | ||||||||
Construction in progress | 1,990,079 | 1,121,762 | 227,170.00 | 3,339,011 | ||||||||||||
Total assets | 97,097,587 | 36,075,509 | 5,788,247 | 138,961,343 |
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2009 | $ | 312,624 | ||
2010 | 314,634 | |||
2011 | 71,955 | |||
2012 | — |
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2008 | 2007 | 2006 | ||||||||||
Risk free interest rate | 2.87 | % | 4.82 | % | 5.05 | % | ||||||
Expected option life | 3.5 years | 2.0 years | 2.9 years | |||||||||
Expected volatility | 57.16 | % | 37.44 | % | 33.66 | % | ||||||
Expected dividend yield | 1.51 | % | 0.91 | % | 0.90 | % |
Weighted Average | ||||||||||||||||
Remaining | ||||||||||||||||
Weighted Average | Contractual Life | Aggregate Intrinsic | ||||||||||||||
Options | Exercise Price | (Years) | Value (1) | |||||||||||||
Outstanding at beginning of year | 21,465 | $ | 19.20 | |||||||||||||
Granted | 104,584 | 29.04 | ||||||||||||||
Exercised | (6,160 | ) | 10.55 | |||||||||||||
Forfeited | (1,774 | ) | 23.62 | |||||||||||||
Outstanding at end of year | 118,115 | $ | 28.30 | 3.66 years | $ | — | ||||||||||
Exercisable at end of year | — | $ | — | — | $ | — | ||||||||||
(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 $12.50 in the Nasdaq Global Select Market on December 31, 2008, exceeds the exercise price of the option. |
2008 | 2007 | 2006 | ||||||||||
Options granted with an exercise price below market price on the date of grant: | ||||||||||||
Employees — preferred share options | $ | — | $ | 6.65 | $ | 15.93 | ||||||
Overall weighted average | $ | — | $ | 6.65 | $ | 15.93 | ||||||
Options granted with an exercise price at market price on the date of grant: | ||||||||||||
Management employees | $ | — | $ | — | $ | — | ||||||
Employees — common share options | $ | 6.82 | $ | 10.49 | $ | 8.08 | ||||||
Overall weighted average | $ | 6.82 | $ | 10.49 | $ | 8.08 | ||||||
Options granted with an exercise price above market price on the date of grant: | ||||||||||||
Management employees | $ | 4.43 | $ | — | $ | — | ||||||
Employees — preferred share options | $ | 0.02 | $ | — | $ | — | ||||||
Overall weighted average | $ | 4.35 | $ | — | $ | — | ||||||
Total intrinsic value of options exercised | $ | 12,012 | $ | 5,082,472 | $ | 4,252,174 |
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2008 | 2007 | 2006 | ||||||||||
Note received for plant facility sold | $ | — | $ | 1,738,000 | $ | 897,000 | ||||||
Issuance of 11,450, 11,346 and 2,135 respectively, of common shares for services rendered | 286,462 | 251,377 | 43,326 | |||||||||
Issuance of 1,774, 2,600 and 3,587, respectively, of redeemable preferred shares for services rendered | 30,158 | 47,856 | 130,078 | |||||||||
Conversion of 5,451, 5,698 and 12,244, respectively of redeemable preferred shares to common shares | 3,271 | 3,419 | 7,346 | |||||||||
Dividends declared but not paid | 945,695 | — | 849,470 |
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Ocean Conversion (BVI) Ltd.
March 16, 2009
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December 31, | ||||||||
2008 | 2007 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 748,566 | $ | 102,163 | ||||
Accounts receivable | 14,029,143 | 8,177,090 | ||||||
Inventory | 259,467 | 29,513 | ||||||
Prepaid expenses and other assets | 36,089 | 57,461 | ||||||
Total current assets | 15,073,265 | 8,366,227 | ||||||
Property, plant and equipment, net | 10,202,457 | 10,297,970 | ||||||
Construction in progress | 208,662 | 196,113 | ||||||
Inventory (non-current) | 410,120 | 437,846 | ||||||
Other assets | 642,500 | 642,500 | ||||||
Total assets | $ | 26,537,004 | $ | 19,940,656 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and other liabilities | $ | 1,789,256 | $ | 2,072,453 | ||||
Current portion of long term debt | 2,250,000 | 625,000 | ||||||
Deferred revenue | 12,894,193 | — | ||||||
Total current liabilities | 16,933,449 | 2,697,453 | ||||||
Long term debt | — | 2,250,000 | ||||||
Profit sharing obligation | 3,209,756 | 3,250,256 | ||||||
Minority interest in JVD Ocean Desalination Ltd. | 14,628 | — | ||||||
Total liabilities | 20,157,833 | 8,197,709 | ||||||
Commitments | ||||||||
Stockholders’ 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 | 4,878,512 | 10,242,288 | ||||||
Total stockholders’ equity | 6,379,171 | 11,742,947 | ||||||
Total liabilities and stockholders’ equity | $ | 26,537,004 | $ | 19,940,656 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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2008 | 2007 | 2006 | ||||||||||
Water sales | $ | 137,666 | $ | 9,326,435 | $ | 8,370,045 | ||||||
Cost of water sales | 4,160,394 | 3,280,833 | 3,574,002 | |||||||||
Gross profit (loss) | (4,022,728 | ) | 6,045,602 | 4,796,043 | ||||||||
General and administrative expenses | 1,046,312 | 2,486,278 | 1,873,726 | |||||||||
Income (loss) from operations | (5,069,040 | ) | 3,559,324 | 2,922,317 | ||||||||
Other income (expense) | ||||||||||||
Interest income | 7,480 | 579,373 | 363,420 | |||||||||
Interest expense | (160,827 | ) | (259,038 | ) | (114,065 | ) | ||||||
Other income | 739 | 565 | — | |||||||||
(152,608 | ) | 320,900 | 249,355 | |||||||||
Income (loss) before minority interest | (5,221,648 | ) | 3,880,224 | 3,171,672 | ||||||||
Minority interest income (expense) | (14,628 | ) | 33,776 | (512 | ) | |||||||
Net income (loss) | $ | (5,236,276 | ) | $ | 3,914,000 | $ | 3,171,160 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
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Additional | Total | |||||||||||||||||||
Common stock | paid-in | Retained | stockholders’ | |||||||||||||||||
Shares | Dollars | capital | earnings | equity | ||||||||||||||||
Balance as of December 31, 2005 | 1,275,000 | $ | 1,275,000 | $ | 225,659 | $ | 4,750,878 | $ | 6,251,537 | |||||||||||
Net income | — | — | — | 3,171,160 | 3,171,160 | |||||||||||||||
Dividends declared | — | — | — | (1,275,000 | ) | (1,275,000 | ) | |||||||||||||
Balance as of December 31, 2006 | 1,275,000 | 1,275,000 | 225,659 | 6,647,038 | 8,147,697 | |||||||||||||||
Net income | — | — | — | 3,914,000 | 3,914,000 | |||||||||||||||
Dividends declared | — | — | — | (318,750 | ) | (318,750 | ) | |||||||||||||
Balance as of December 31, 2007 | 1,275,000 | 1,275,000 | 225,659 | 10,242,288 | 11,742,947 | |||||||||||||||
Net loss | — | — | — | (5,236,276 | ) | (5,236,276 | ) | |||||||||||||
Dividends declared | — | — | — | (127,500 | ) | (127,500 | ) | |||||||||||||
Balance as of December 31, 2008 | 1,275,000 | $ | 1,275,000 | $ | 225,659 | $ | 4,878,512 | $ | 6,379,171 | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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2008 | 2007 | 2006 | ||||||||||
Cash flows from operating activities | ||||||||||||
Net income (loss) | $ | (5,236,276 | ) | $ | 3,914,000 | $ | 3,171,160 | |||||
Add(deduct) items not affecting cash | ||||||||||||
Depreciation | 251,708 | 399,442 | 403,255 | |||||||||
Amortization of bank fees | — | — | 3,837 | |||||||||
Profit sharing | — | 1,240,094 | 1,007,697 | |||||||||
Minority interest | 14,628 | (33,776 | ) | 512 | ||||||||
(Increase) decrease in accounts receivable | (5,852,053 | ) | (5,770,794 | ) | 1,012,626 | |||||||
(Increase) decrease in inventory | (202,228 | ) | (42,137 | ) | (80,874 | ) | ||||||
(Increase) decrease in other assets | 21,372 | (671,996 | ) | (3,248 | ) | |||||||
Increase (decrease) in accounts payable and accrued liabilities | (283,197 | ) | 595,269 | 363,090 | ||||||||
Increase in deferred revenue | 12,894,193 | — | — | |||||||||
Net cash provided by (used in) operating activities | 1,608,147 | (369,898 | ) | 5,878,055 | ||||||||
Cash flows from investing activities | ||||||||||||
Purchase of property, plant and equipment | (156,195 | ) | (28,232 | ) | (132,590 | ) | ||||||
Expenditures for construction in progress | (12,549 | ) | (307,812 | ) | (4,201,934 | ) | ||||||
Net cash provided by (used in) investing activities | (168,744 | ) | (336,044 | ) | (4,334,524 | ) | ||||||
Cash flows from financing activities | ||||||||||||
Profit sharing rights paid | (40,500 | ) | (101,250 | ) | (405,000 | ) | ||||||
Proceeds from long term debt | — | — | 800,000 | |||||||||
Principal repayments of long term debt | (625,000 | ) | (125,000 | ) | (255,000 | ) | ||||||
Dividends paid | (127,500 | ) | (318,750 | ) | (1,275,000 | ) | ||||||
Net cash provided by (used in) in financing activities | (793,000 | ) | (545,000 | ) | (1,135,000 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | 646,403 | (1,250,942 | ) | 408,531 | ||||||||
Cash and cash equivalents at the beginning of the year | 102,163 | 1,353,105 | 944,574 | |||||||||
Cash and cash equivalents at the end of the year | $ | 748,566 | $ | 102,163 | $ | 1,353,105 | ||||||
Interest paid in cash | $ | 245,000 | $ | 154,314 | $ | 17,851 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Plant and equipment | 4 to 40 years | |
Office furniture, fixtures and equipment | 3 to 10 years | |
Vehicles | 3 to 10 years | |
Lab equipment | 3 to 10 years |
Year Ended December 31, | |||||||||
2007 | 2006 | ||||||||
Revenue, as reported | $ | 8,955,491 | $ | 8,047,783 | |||||
Reclassification of energy recovery | 370,944 | 322,262 | |||||||
Revenue, as adjusted | $ | 9,326,435 | $ | 8,370,045 | |||||
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December 31, | ||||||||
2008 | 2007 | |||||||
Consumables stock | $ | 89,984 | $ | 83,490 | ||||
Spare parts stock | 579,603 | 383,869 | ||||||
Total inventory | 669,587 | 467,359 | ||||||
Less current portion | 259,467 | 29,513 | ||||||
Inventory (non-current) | $ | 410,120 | $ | 437,846 | ||||
December 31, | ||||||||
2008 | 2007 | |||||||
Plant and equipment | $ | 9,569,107 | $ | 9,545,707 | ||||
Office furniture, fixtures and equipment | 61,363 | 61,363 | ||||||
Vehicles | 71,600 | 71,600 | ||||||
Tools and Test Equipment | 18,431 | 18,431 | ||||||
9,720,501 | 9,697,101 | |||||||
Accumulated depreciation | (7,390,066 | ) | (7,138,358 | ) | ||||
Property, plant and equipment, net of Bar Bay plant and equipment | 2,330,435 | 2,558,743 | ||||||
Bar Bay plant and equipment | 7,872,022 | 7,739,227 | ||||||
Property, plant and equipment, net | $ | 10,202,457 | $ | 10,297,970 | ||||
Construction in progress | $ | 208,662 | $ | 196,113 | ||||
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December 31, | ||||||||
2008 | 2007 | |||||||
CWCO loan bearing interest at three month LIBOR plus 3.5% (4.935% as of December 31, 2008) per annum, with interest calculated daily and payable quarterly. The loan is payable in eight (8) quarterly principal payments of $125,000 commencing on August 31, 2007, plus a final principal payment of $2,000,000 due on August 31, 2009, plus quarterly payments of accrued interest | $ | 2,250,000 | $ | 2,875,000 | ||||
Total long term debt | 2,250,000 | 2,875,000 | ||||||
Less current portion | (2,250,000 | ) | (625,000 | ) | ||||
Long term debt, excluding current portion | $ | — | $ | 2,250,000 | ||||
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2009 | $ | 33,075 | ||
2010 | 33,075 | |||
2011 | 33,075 | |||
2012 | 33,075 | |||
2013 | 33,075 | |||
Thereafter | 291,449 |
Year Ended December 31, | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Cost of water sales consist of the following: | ||||||||||||
Fuel oil | $ | 892,442 | $ | 990,188 | $ | 658,938 | ||||||
Electricity | 1,653,487 | 702,400 | 1,142,396 | |||||||||
Maintenance | 358,190 | 278,673 | 558,653 | |||||||||
Depreciation | 250,603 | 398,336 | 402,150 | |||||||||
Employee costs | 501,894 | 469,759 | 446,126 | |||||||||
Insurance | 131,165 | 80,529 | 78,822 | |||||||||
Other direct costs | 372,613 | 360,948 | 286,917 | |||||||||
$ | 4,160,394 | $ | 3,280,833 | $ | 3,574,002 | |||||||
General and administrative expenses consist of the following: | ||||||||||||
Profit sharing | $ | — | $ | 1,240,094 | $ | 1,007,698 | ||||||
Management fees | 725,895 | 713,119 | 620,448 | |||||||||
Directors fees and expenses | 27,789 | 63,711 | 65,456 | |||||||||
Professional fees | 120,600 | 266,366 | 33,418 | |||||||||
Employee costs | 52,718 | 50,431 | 50,622 | |||||||||
Maintenance costs | 145 | 1,265 | 160 | |||||||||
Depreciation | 1,105 | 1,105 | 1,105 | |||||||||
Other indirect costs | 118,060 | 150,187 | 94,819 | |||||||||
$ | 1,046,312 | $ | 2,486,278 | $ | 1,873,726 | |||||||
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December 31, | ||||||||
2008 | 2007 | |||||||
Opening balance | $ | 3,250,256 | $ | 2,111,412 | ||||
Additions | — | 1,240,094 | ||||||
Distributions | (40,500 | ) | (101,250 | ) | ||||
Ending balance | $ | 3,209,756 | $ | 3,250,256 | ||||
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• | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | ||
• | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with 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. |
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Name | Age | Position | ||||
Jeffrey M. Parker | 64 | Director, Chairman of the Board of Directors | ||||
Frederick W. McTaggart | 46 | Director, President, Chief Executive Officer | ||||
David W. Sasnett | 52 | Director, Executive Vice President & Chief Financial Officer | ||||
Gregory S. McTaggart | 45 | Vice President of Cayman Operations | ||||
Robert B. Morrison | 55 | Vice President of Purchasing and Information Technology | ||||
Gerard J. Pereira | 38 | Vice President of Sales and Marketing | ||||
Ramjeet Jerrybandan | 41 | Vice President of Overseas Operations | ||||
William T. Andrews | 60 | Director | ||||
Brian E. Butler * | 59 | Director | ||||
Steven A. Carr * | 58 | Director | ||||
Carson K. Ebanks * | 53 | Director | ||||
Richard L. Finlay * | 50 | Director | ||||
Clarence B. Flowers, Jr. * | 53 | Director | ||||
Wilmer F. Pergande * | 69 | Director | ||||
Leonard J. Sokolow * | 52 | Director | ||||
Raymond Whittaker * | 55 | Director |
* | The Board of Directors has determined that each of such persons is an “independent director” under the corporate governance rules of The NASDAQ Stock Market LLC (“NASDAQ”). |
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Group 1 | Group 2 | Group 3 | ||
William T. Andrews | Carson K. Ebanks | Wilmer F. Pergande | ||
Brian E. Butler | Richard L. Finlay | Raymond Whittaker | ||
Steven A. Carr | Clarence B. Flowers, Jr. | David W. Sasnett | ||
Frederick W. McTaggart | Leonard J. Sokolow | |||
Jeffrey M. Parker |
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• | base salary; | ||
• | equity-based compensation; | ||
• | incentive-based compensation; | ||
• | retirement and other benefits; and | ||
• | perquisites and other personal benefits. |
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• | the options vest one-third per year over three years beginning on the first anniversary of the date of grant; | ||
• | the options expire with regard to vested shares three years from the applicable vesting date; and | ||
• | under certain circumstances, the options are forfeited with regard to unvested shares upon separation from the Company. |
• | stock options align the interests of executives with those of our shareholders, support a pay-for-performance culture, foster employee stock ownership, and focus our management team on increasing value for our shareholders; | ||
• | stock options are performance based (i.e., all of the value received by the recipient from a stock option is based on the growth of the stock price above the option price); and | ||
• | the vesting terms for stock options create incentive for increases in shareholder value over a longer term and encourages executive retention. |
• | Receive a cash payout if the employee’s retirement savings is less than $6,000; | ||
• | Transfer the retirement savings to a life annuity for investment by a life insurance company and payment of a regular income stream to the employee for the remainder of the employee’s life (and the employee’s spouse’s life if the employee is married at the time of retirement); or | ||
• | Transfer the retirement savings to a Retirement Savings Arrangement account with an approved provider or bank and receive regular income payments until the account is depleted. |
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i. | the death of the Named Executive Officer; | ||
ii. | the Named Executive Officer being adjudicated bankrupt; | ||
iii. | the Named Executive Officer giving six month’s notice of termination; and | ||
iv. | the Named Executive Officer being unable to discharge his duties due to physical or mental illness for a period of more than 60 days. |
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• | Incentives to remain with us despite uncertainties while a transaction is under consideration or pending; and |
• | Assurance of compensation for terminated employees after a Change in Control. |
Wilmer F. Pergande
Leonard J. Sokolow
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Stock | Option | Non-Equity | ||||||||||||||||||||||||||||||
Name and Principal | Salary | Bonus | Awards | Awards | Incentive Plan | All Other | Total | |||||||||||||||||||||||||
Position | Year | ($) | ($)(1) | ($)(2) | ($(3) | Compensation($)(4) | Compensation($)(5) | ($) | ||||||||||||||||||||||||
Frederick W. McTaggart Chief Executive Officer | 2008 | 375,000 | 115,000 | — | — | — | 10,360 | 500,360 | ||||||||||||||||||||||||
2007 | 230,000 | 312,508 | — | — | — | 6,600 | 549,108 | |||||||||||||||||||||||||
2006 | 223,416 | 175,379 | — | — | — | 6,600 | 405,395 | |||||||||||||||||||||||||
David W. Sasnett (6) Executive VP & Chief | 2008 | 221,000 | 50,000 | 30,000 | 93,941 | — | 10,200 | 405,141 | ||||||||||||||||||||||||
Financial Officer | 2007 | 202,500 | 50,625 | 40,000 | — | — | 9,000 | 302,125 | ||||||||||||||||||||||||
2006 | 155,000 | 67,500 | 20,000 | — | — | 8,400 | 250,900 | |||||||||||||||||||||||||
Ramjeet Jerrybandan VP Overseas Operations | 2008 | 132,750 | 45,000 | — | 74,899 | — | 13,800 | 266,449 | ||||||||||||||||||||||||
2007 | 122,570 | 49,028 | — | — | — | 3,600 | 175,198 | |||||||||||||||||||||||||
2006 | 102,000 | 24,644 | — | — | — | 3,600 | 130,244 | |||||||||||||||||||||||||
Gregory S. McTaggart VP Cayman Operations | 2008 | 132,750 | 30,000 | — | 74,899 | — | 8,750 | 246,399 | ||||||||||||||||||||||||
2007 | 128,750 | 51,500 | — | — | — | 6,100 | 186,350 | |||||||||||||||||||||||||
2006 | 125,000 | 35,816 | — | — | — | 6,100 | 166,916 | |||||||||||||||||||||||||
Gerard J. Pereira VP Sales and Marketing | 2008 | 132,750 | 26,550 | — | 56,174 | — | 13,800 | 229,274 | ||||||||||||||||||||||||
2007 | 122,750 | 49,028 | — | — | — | 3,600 | 175,378 | |||||||||||||||||||||||||
2006 | 99,167 | 36,914 | — | — | — | 3,600 | 139,681 |
(1) | Bonus amounts have been determined pursuant to the bonus terms outlined in our Named Executive Officers’ respective employment agreements. | |
(2) | Under the terms of Mr. Sasnett’s employment agreement effective for 2007, he was entitled to receive the equivalent in value of $40,000 of our common shares annually. Such shares vest quarterly in increments of 12.5% over a two-year period beginning on the date of grant. | |
(3) | There were no option awards during 2006 and 2007 to Named Executive Officers. Options amounts have been determined pursuant to the option terms outlined in our Named Executive Officers’ respective employment agreements. | |
(4) | There was no non-equity incentive plan compensation during 2006, 2007 and 2008 to Named Executive Officers. | |
(5) | Represents (i) pension plan contributions of $3,600 for each of Frederick W. and Gregory S. McTaggart, Ramjeet Jerrybandan and Gerard Pereira, (ii) car allowance of $10,200, $9,000 and $8,400 for Mr. Sasnett for 2008, 2007 and 2006, respectively; (iii) car allowance of $10,200 for Mr. Jerrybandan and Mr. Pereira for 2008; (iv) the cost to us in the amount of $5,150, $2,500 and $2,500 for the automobile used by Gregory S. McTaggart for 2008, 2007 and 2006, respectively; and (v) the cost to us in the amount of $6,760, $3,000 and $3,000 for the automobile used by Frederick W. McTaggart for 2008, 2007 and 2006, respectively. | |
(6) | Mr. Sasnett assumed the position of Chief Financial Officer effective June 3, 2006. The 2006 information presented herein represents annualized compensation amounts paid for the period from June 2, 2006 to December 31, 2006. |
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Number of | ||||||||||||||||||||
Securities | Grant Date | |||||||||||||||||||
Underlying | Fair Value | |||||||||||||||||||
Options | Exercise | of Option | ||||||||||||||||||
Name | Grant Date | Expiration Date | Granted | Price | Award (1) | |||||||||||||||
Frederick W. McTaggart | — | — | — | — | $ | — | ||||||||||||||
David W. Sasnett | 5/14/2008 | 1/1/2014 | (2) | 22,200 | $ | 30.40 | $ | 15.45 | ||||||||||||
Ramjeet Jerrybandan | 5/14/2008 | 1/1/2014 | (2) | 17,700 | $ | 30.40 | $ | 15.45 | ||||||||||||
Gregory S. McTaggart | 5/14/2008 | 1/1/2014 | (2) | 17,700 | $ | 30.40 | $ | 15.45 | ||||||||||||
Gerard J. Pereira | 5/14/2008 | 1/1/2014 | (2) | 13,275 | $ | 30.40 | $ | 15.45 |
(2) | These options vest in equal tranches on each of January 1, 2009, 2010 and 2011 and expire three years from the applicable vesting date. |
Number of Securities | ||||||||||||||||||||
Underlying Unexercised | Option | Option | Option | |||||||||||||||||
Options at Fiscal Year End | Exercise | Grant | Expiration | |||||||||||||||||
Name | Exercisable | Unexercisable | Price | Date | Date | |||||||||||||||
Frederick W. McTaggart | — | — | — | — | — | |||||||||||||||
David W. Sasnett | 7,400 | 14,800 | (1) | $ | 30.40 | 5/14/2008 | 1/1/2014 | (2) | ||||||||||||
Ramjeet Jerrybandan | 5,900 | 11,800 | (1) | $ | 30.40 | 5/14/2008 | 1/1/2014 | (2) | ||||||||||||
Gregory S. McTaggart | 5,900 | 11,800 | (1) | $ | 30.40 | 5/14/2008 | 1/1/2014 | (2) | ||||||||||||
Gerard J. Pereira | 4,425 | 8,850 | (1) | $ | 30.40 | 5/14/2008 | 1/1/2014 | (2) |
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Option Awards | Stock Awards | |||||||||||||||
Number of | ||||||||||||||||
Shares | Number of | |||||||||||||||
Acquired on | Value Realized | Shares Acquired | Value Realized | |||||||||||||
Name | Exercise (#) | on Exercise ($) | on Vesting (#) | on Vesting ($) | ||||||||||||
Frederick W. McTaggart | — | — | — | — | ||||||||||||
David W. Sasnett | — | — | 1,268 | 22,846 | ||||||||||||
Ramjeet Jerrybandan | — | — | — | — | ||||||||||||
Gregory S. McTaggart | — | — | — | — | ||||||||||||
Gerard J. Pereira | — | — | — | — |
• | the death of the Named Executive Officer; | ||
• | the Named Executive Officer being adjudicated bankrupt; | ||
• | the Named Executive Officer giving six month’s notice of termination; and | ||
• | the Named Executive Officer being unable to discharge his duties due to physical or mental illness for a period of more than 60 days. |
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Medical | Pension Fund | Total | ||||||||||||||
Salary | Insurance | Contribution | Compensation | |||||||||||||
Name | ($) | ($) | ($) | ($) | ||||||||||||
Frederick W. McTaggart | 2,000 | 28,526 | 7,200 | 37,726 | ||||||||||||
David W. Sasnett | 1,000 | 22,080 | — | 23,080 | ||||||||||||
Ramjeet Jerrybandan | 2,000 | 9,656 | 7,200 | 18,856 | ||||||||||||
Gregory S. McTaggart | 2,000 | 9,529 | 7,200 | 18,729 | ||||||||||||
Gerard J. Pereira | 2,000 | 28,526 | 7,200 | 37,726 |
• | Incentives to remain with us despite uncertainties while a transaction is under consideration or pending; and | ||
• | Assurance of compensation for terminated employees after a Change in Control. |
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Fees | ||||||||||||
Earned or | Stock | |||||||||||
Paid in Cash | Awards | Total | ||||||||||
Name | ($) | ($)(1) | ($) | |||||||||
Jeffrey M. Parker | 39,140 | — | 39,140 | |||||||||
Frederick W. McTaggart | — | — | — | |||||||||
David W. Sasnett | — | — | — | |||||||||
William T. Andrews | 27,600 | 6,409 | 34,009 | |||||||||
Brian E. Butler * | 29,400 | 7,310 | 36,710 | |||||||||
Steven A. Carr * | 36,700 | 10,150 | 46,850 | |||||||||
Carson K. Ebanks * | 20,200 | 4,338 | 24,538 | |||||||||
Richard L. Finlay * | 44,050 | 11,788 | 55,838 | |||||||||
Clarence B. Flowers, Jr. * | 28,000 | 6,866 | 34,866 | |||||||||
Wilmer F. Pergande * | 36,400 | 9,251 | 45,651 | |||||||||
Leonard J. Sokolow * | 48,950 | 12,245 | 61,195 | |||||||||
Raymond Whittaker * | 33,200 | 8,140 | 41,340 |
* | The Board of Directors has determined that each of such persons is an “independent director” under the corporate governance rules of NASDAQ. | |
(1) | Represents the grant date fair value computed in accordance with SFAS No. 123(R). |
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ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS |
• | each person or entity that we know beneficially owns more than 5% of our common shares or redeemable preference shares; | ||
• | each of our directors; | ||
• | our Chief Executive Officer and our Chief Financial Officer during the year ended December 31, 2008, and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2008; and | ||
• | all of our executive officers and directors as a group. |
Identity of | Amount | Percentage | ||||||||
Title of Class | Person or Group | Owned | of Class | |||||||
Common Shares | Pictet Asset Management SA (1) | 1,635,600 | 11.26 | % | ||||||
Common Shares | Invesco PowerShares Capital Management | 886,894 | 6.10 | % | ||||||
LLC (2) | ||||||||||
Common Shares | Thomson, Horstmann, & Bryant, Inc. (3) | 757,050 | 5.21 | % | ||||||
Common Shares | Jeffrey M. Parker, | 464,064 | 3.19 | % | ||||||
Director, Chairman of the | ||||||||||
Board of Directors (4) | ||||||||||
Common Shares | Frederick W. McTaggart, | 116,257 | * | |||||||
Director, President and | ||||||||||
Chief Executive Officer | ||||||||||
Common Shares | David W. Sasnett, | 11,616 | * | |||||||
Director, Executive Vice President and | ||||||||||
Chief Financial Officer (5) |
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Identity of | Amount | Percentage | ||||||||
Title of Class | Person or Group | Owned | of Class | |||||||
Common Shares | Gregory S. McTaggart, | 112,972 | * | |||||||
Vice President of Cayman | ||||||||||
Operations (6) | ||||||||||
Common Shares | Ramjeet Jerrybandan | 8,255 | * | |||||||
Vice President of Overseas Operations (7) | ||||||||||
Common Shares | Gerard J. Pereira | 12,203 | * | |||||||
Vice President of Sales and Marketing (8) | ||||||||||
Common Shares | William T. Andrews, | 3,088 | * | |||||||
Director | ||||||||||
Common Shares | Brian E. Butler, | 43,744 | * | |||||||
Director | ||||||||||
Common Shares | Steven A. Carr, | 73,549 | * | |||||||
Director (9) | ||||||||||
Common Shares | Carson K. Ebanks, | 749 | * | |||||||
Director | ||||||||||
Common Shares | Richard L. Finlay, | 13,212 | * | |||||||
Director | ||||||||||
Common Shares | Clarence B. Flowers, Jr., | 14,582 | * | |||||||
Director | ||||||||||
Common Shares | Wilmer F. Pergande, | 14,869 | * | |||||||
Director | ||||||||||
Common Shares | Leonard J. Sokolow, | 1608 | * | |||||||
Director (10) | ||||||||||
Common Shares | Raymond Whittaker, | 12,352 | * | |||||||
Director | ||||||||||
Common Shares | Directors and Executive | 903,120 | 6.21 | % | ||||||
Officers as a Group (11) | ||||||||||
Redeemable | Marinus Barendsen, | 1,300 | 7.49 | % | ||||||
Preference Shares | Former General Manager, CW-Bahamas | |||||||||
Redeemable | Robert Morrison | 1,215 | 7.00 | % | ||||||
Preference Shares | Vice President of Purchasing and IT | |||||||||
Redeemable | Gerard Pereira | 1,187 | 6.84 | % | ||||||
Preference Shares | Vice President of Sales and Marketing | |||||||||
Redeemable | Kenneth Crowley | 1,081 | 6.22 | % | ||||||
Preference Shares | Special Projects Engineer |
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Identity of | Amount | Percentage | ||||||||
Title of Class | Person or Group | Owned | of Class | |||||||
Redeemable | Gregory S. McTaggart, | 1,063 | 6.12 | % | ||||||
Preference Shares | Vice President of Cayman Operations |
* | Indicates less than 1% | |
** | Unless otherwise indicated, to our knowledge, the persons named in the table above have sole voting and investment power with respect to the shares listed. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares issuable under stock options exercisable within 60 days after March 10, 2009 are deemed outstanding for that person but are not deemed outstanding for computing the percentage of ownership of any other person. | |
(1) | On February 11, 2009, Pictet Asset Management SA filed an amended Schedule 13G (“Schedule 13G”) with Securities and Exchange Commission. The Schedule 13G states that Pictet Asset Management SA has sole voting power over 1,635,600 common shares and sole dispositive power over 1,635,600 shares. The address of Pictet Asset Management SA is 60 Route des Acacias, Geneva 73, Switzerland, CH-12 11. | |
(2) | On February 17, 2009, Invesco Ltd., on its own behalf and on behalf of its subsidiary, Invesco PowerShares Capital Management LLC, filed an amended Schedule 13G (“Schedule 13G”) with the Securities and Exchange Commission. The Schedule 13G states that on its own behalf and on behalf of its subsidiary, Invesco PowerShares Capital Management LLC has sole voting power over 886,894 common shares and sole dispositive power over 886,894 shares. The address of Invesco PowerShares Capital Management LLC is 301 West Roosevelt Road, Wheaton, IL 60187. | |
(3) | On February 13, 2009 Thomson Horstmann & Bryant, Inc. filed an amended Schedule 13G (“Schedule 13G”) with the Securities and Exchange Commission. The Schedule 13G states that Thomson Horstmann & Bryant, Inc. has sole voting power over 757,050 common shares and sole dispositive power over 757,050 shares. The address of the Thomson Horstmann & Bryant, Inc. is Park 80 West, Plaza One, Saddle Brook, NJ 07663. | |
(4) | Of the 464,064 common shares owned by Mr. Parker, all are owned by the Parker Settlement Trust (the “Trust”). Mr. Parker disclaims beneficial ownership of the shares owned by the Trust. Of the shares owned by the Trust, 215,430 have been pledged. | |
(5) | Of the 11,616 common shares beneficially owned by Mr. Sasnett, 7,400 are issuable upon exercise of stock options within 60 days of March 10, 2009. | |
(6) | Of the 112,972 common shares beneficially owned by Mr. Gregory S. McTaggart, 5,900 are issuable upon exercise of stock options within 60 days of March 10, 2009. | |
(7) | Of the 8,255 common shares beneficially owned by Mr. Jerrybandan, 5,900 are issuable upon exercise of stock options within 60 days of March 10, 2009. | |
(8) | Of the 7,778 common shares beneficially owned by Mr. Pereira, 6,778 have shared investment power and 4,425 are issuable upon exercise of stock options within 60 days of March 10, 2009. | |
(9) | Of the 73,549 common shares beneficially owned by Mr. Carr, 70,000 are in a trust, for which Mr. Carr indirectly owns the shares as co-trustee. Of the shares owned by the trust, all have been pledged. | |
(10) | Of the 1,608 common shares beneficially owned by Mr. Sokolow, all have shared investment power. | |
(11) | Of the 903,120 common shares owned by the Directors and executive officers as a group, 8,386 have shared investment power, 534,064 are indirectly owned, 23,625 are issuable upon exercise of stock options |
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within 60 days of March 10, 2009, 464,064 have been disclaimed as beneficially owned and 215,430 are pledged. |
• | all compensation plans previously approved by our security holders; and | ||
• | all compensation plans not previously approved by our security holders. |
Number of securities | ||||||||||||
Number of | remaining available for | |||||||||||
securities | future issuance under | |||||||||||
to be issued upon | Weighted-average | equity compensation | ||||||||||
exercise of | exercise price of | plans (excluding | ||||||||||
outstanding options, | outstanding options, | securities reflected in | ||||||||||
warrants and rights | warrants and rights | column (a)) | ||||||||||
Plan category | (a)** | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 118,115 | $ | 28.30 | * | ||||||||
Equity compensation plans not approved by security holders | — | $ | — | * | ||||||||
Total | 118,115 | $ | 28.30 | * |
* | Our equity compensation plans do not have any limits on the amount of shares reserved for issuance under the plans. | |
** | All of the 118,115 shares are issuable pursuant to our Employee Share Option Plan, and our Senior Management share option program. See Note 20 to the Notes to Consolidated Financial Statements. |
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2008 | 2007 | |||||||
Audit | $ | 325,800 | $ | 444,130 | ||||
Audit-Related | — | — | ||||||
Tax | 6,000 | 6,000 | ||||||
All Other | — | — | ||||||
Total | 331,800 | 450,130 | ||||||
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CONSOLIDATED WATER CO. LTD. | ||||
By: | /s/ Jeffrey M. Parker | |||
Jeffrey M. Parker | ||||
Chairman of the Board of Directors | ||||
Signature | Title | Date | |||
By: | /s/ Jeffrey M. Parker | Chairman of the Board of Directors | March 16, 2009 | ||
By: | /s/ Frederick W. McTaggart | Director, Chief Executive Officer and President (Principal Executive Officer) | March 16, 2009 | ||
By: | /s/ David W. Sasnett | Director, Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2009 | ||
By: | /s/ William T. Andrews | Director | March 16, 2009 | ||
By: | /s/ Brian E. Butler | Director | March 16, 2009 | ||
By: | /s/ Steven A. Carr | Director | March 16, 2009 | ||
By: | /s/ Carson K. Ebanks | Director | March 16, 2009 | ||
By: | /s/ Richard L. Finlay | Director | March 16, 2009 | ||
By: | /s/ Clarence B. Flowers, Jr. | Director | March 16, 2009 | ||
By: | /s/ Wilmer F. Pergande | Director | March 16, 2009 | ||
By: | /s/ Leonard J. Sokolow | Director | March 16, 2009 | ||
By: | /s/ Raymond Whittaker | Director | March 16, 2009 |
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Number | Exhibit Description | ||
2.1.1 | Share Sale Agreement dated October 4, 2002 among Consolidated Water Co. Ltd. and William T. Andrews and Margaret D. Andrews (incorporated herein by reference to Exhibit 2.1 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.1.2 | Agreement to Amend Share Sale Agreement dated November 29, 2002 between the Company and William T. Andrews and Margaret D. Andrews (incorporated herein by reference to Exhibit 2.2 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.1.3 | Second Agreement to Amend Share Sale Agreement dated December 30, 2002 between the Company and William T. Andrews and Margaret D. Andrews (incorporated herein by reference to Exhibit 2.3 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.1.4 | Third Agreement to Amend Share Sale Agreement dated January 31, 2003 between the Company and William T. Andrews and Margaret D. Andrews (incorporated herein by reference to Exhibit 2.4 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.1.5 | Share Sale Agreement dated October 4, 2002 among Consolidated Water Co. Ltd., North American Mortgage & Finance Corporation and Transcontinental Finance Corporation Ltd. (incorporated herein by reference to Exhibit 2.5 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.2.1 | Agreement to Amend Share Sale Agreement dated November 29, 2002 among the Company North-American Mortgage & Finance Corporation and Transcontinental Finance Corporation Limited (incorporated herein by reference to Exhibit 2.6 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.2.2 | Second Agreement to Amend Share Sale Agreement dated December 30, 2002 among the Company North-American Mortgage & Finance Corporation and Transcontinental Finance Corporation Limited (incorporated herein by reference to Exhibit 2.7 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.2.3 | Third Agreement to Amend Share Sale Agreement dated January 31, 2003 among the Company North-American Mortgage & Finance Corporation and Transcontinental Finance Corporation Limited (incorporated herein by reference to Exhibit 2.8 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.3.1 | Agreement dated October 8, 2002 between Consolidated Water Co. Ltd. and Sage Water Holdings (BVI) Limited (incorporated herein by reference to Exhibit 2.9 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.3.2 | Amending Agreement dated November 15, 2002 between the Company and Sage Water Holdings (BVI) Limited (incorporated herein by reference to Exhibit 2.10 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.3.3 | Second Amending Agreement dated December 18, 2002 between the Company and Sage Water Holdings (BVI) Limited (incorporated herein by reference to Exhibit 2.11 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.3.4 | Third Amending Agreement dated January 28, 2003 between the Company and Sage Water Holdings (BVI) Limited (incorporated herein by reference to Exhibit 2.12 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
2.4 | Share Sale Agreement dated December 16, 2002 between Consolidated Water Co. Ltd. and Bacardi & Co. Ltd. (incorporated herein by reference to Exhibit 2.14 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) |
Table of Contents
Number | Exhibit Description | ||
2.5 | Registration Rights Agreement dated February 7, 2003 between Consolidated Water Co. Ltd. and North American Mortgage & Finance Corporation (incorporated herein by reference to Exhibit 2.15 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248) | ||
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 October 12, 2006, 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) | ||
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) | ||
10.2 | Agreement dated December 19, 2002 between Consolidated Water Co. Ltd. (formerly Cayman Water Company Limited) and Safe Haven Ltd. (incorporated herein by reference to Exhibit 10.6 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 0-25248) | ||
10.3 | 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) |
Table of Contents
Number | Exhibit Description | ||
10.4* | Employment contract dated September 30, 2003 between Peter Ribbins 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, 2003, Commission File No. 0-25248) | ||
10.5.1* | Employment contract dated December 5, 2003 between Jeffrey Parker and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.16 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248) | ||
10.5.2* | Amendment of Engagement Agreement dated September 14, 2007 between Jeffrey Parker and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed September 19, 2007, Commission File No. 0-25248) | ||
10.6.1* | 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) | ||
10.6.2* | 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) | ||
10.7.1* | 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) | ||
10.7.2* | 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) | ||
10.7.3* | 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) | ||
10.8* | Employment contract dated January 18, 2005 between Gregory McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.55 filed as a part of our Form 8-K dated January 14, 2005, Commission File No. 0-25248) | ||
10.9* | Employment contract dated January 14, 2005 between Gerard Pereira and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.57 filed as a part of our Form 8-K dated January 14, 2005, Commission File No. 0-25248) | ||
10.10* | Employment contract dated January 17, 2005 between Robert Morrison and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.56 filed as a part of our Form 8-K dated January 14, 2005, Commission File No. 0-25248) | ||
10.11* | Employment contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co. Ltd. | ||
10.12* | Employment contract dated January 16, 2008 between Gerard Pereira and Consolidated Water Co. Ltd. | ||
10.13 | Consultancy Agreement dated January 1, 2006 between Mr. Wilmer F. Pergande and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.64 filed as a part of our Form 10-K for the fiscal year ended December 31, 2005, Commission File No. 0-25248) | ||
10.14 | Consulting Agreement dated November 17, 1998 between Cayman Water Company Limited and R.J. Falkner & Company, Inc. (incorporated herein by reference to Exhibit 10.30 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356) | ||
10.15 | 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) |
Table of Contents
Number | Exhibit Description | ||
10.16* | 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) | ||
10.17* | 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) | ||
10.18* | 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) | ||
10.19 | 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) | ||
10.20 | 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) | ||
10.21 | Agreement dated July 24, 1995 between Cayman Water Company Limited and Galleon Beach Resort Limited (incorporated herein by reference to Exhibit 10.33 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356) | ||
10.22 | Agreement dated February 9, 1994 between Cayman Water Company Limited and Widar Ltd. (incorporated herein by reference to Exhibit 10.33 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356) | ||
10.23 | Lease of Part dated October 13, 2000 between Consolidated Water Co. Ltd. and Colmar Ltd. (incorporated herein by reference to Exhibit 10.49 filed as a part of our Form 10-K for the year ended December 31, 2000, Commission File No. 0-25248) | ||
10.24 | Lease of Part dated March 1, 2003 between Consolidated Water Co. Ltd. and Colmar Ltd. (incorporated herein by reference to Exhibit 10.32 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248) | ||
10.25 | Lease of Part dated July 1, 2003 between Consolidated Water Co. Ltd. and Colmar Ltd. (incorporated herein by reference to Exhibit 10.33 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248) | ||
10.26 | 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) | ||
10.27.1 | 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) | ||
10.27.2 | 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) | ||
10.28 | 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) | ||
10.29.1 | Distributorship Agreement dated September 24, 2002 between DWEER Technology Ltd. and DesalCo Limited (incorporated herein by reference to Exhibit 10.58 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 0-25248) |
Table of Contents
Number | Exhibit Description | ||
10.29.2 | Amendment to the Distributorship Agreement dated September 24, 2002 between DWEER Technologies Ltd. and DesalCo Limited (incorporated herein by reference to Exhibit 10.43 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248) | ||
10.30.1 | Distributorship Agreement dated February 26, 2004 between Calder AG and DesalCo Limited (incorporated herein by reference to Exhibit 10.44 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248) | ||
10.30.2 | First Amendment to the Distributorship Agreement dated August 30, 2005 among Calder AG, DesalCo Limited and DWEER Technologies Ltd. (incorporated herein by reference to Exhibit 10.27.2 filed as part of our Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 0-25248) | ||
10.30.3 | Amended and Restated Distributorship Agreement dated August 30, 2005 between Calder AG and DesalCo Limited (incorporated herein by reference to Exhibit 10.27.3 filed as part of our Form 10-K for the fiscal year ended December 31, 2007, Commission File No. 0-25248) | ||
10.31 | 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) | ||
10.32 | 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) | ||
10.33 | 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) | ||
10.34 | 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) | ||
10.35 | 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) | ||
10.36 | 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) | ||
10.37 | 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) | ||
10.38 | 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) | ||
10.39 | 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) | ||
10.40 | 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) | ||
10.41 | 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) | ||
10.42 | 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) |
Table of Contents
Number | Exhibit Description | ||
10.43 | 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) | ||
18 | Letter regarding change in accounting principle | ||
21.1 | Subsidiaries of the Registrant | ||
23.1 | Consent of Rachlin LLP — Consolidated Water Co. Ltd. | ||
23.2 | Consent of Rachlin 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 |
* | Indicates a management contract or compensatory plan. |