UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(AMENDMENT NO. 2)
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: 0-25248
CONSOLIDATED WATER CO. LTD.
----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS N/A
--------------------------------------------- -------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
TRAFALGAR PLACE, WEST BAY ROAD, P.O. BOX
1114 GT, GRAND CAYMAN, B.W.I. N/A
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (345) 945-4277
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As at June 25, 2003, there were 4,275,568 of the registrant's ordinary shares of
common stock, with CI$ 1.00 par value, outstanding.
TABLE OF CONTENTS
Section Description Page
------- ----------- ----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as at March 31, 2003
and December 31, 2002...................................................... 1
Condensed Consolidated Statements of Income for the
three months ended March 31, 2003 and 2002................................. 2
Condensed Consolidated Statements of Cash Flows for each of the
three months ended March 31, 2003 and 2002................................. 3
Notes to Condensed Consolidated Financial Statements.......................... 4
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................................. 12
SIGNATURE .............................................................................. 13
CERTIFICATION Section 302 Certifications .................................................. 14
EXPLANATORY NOTE
This quarterly report on Form 10-Q/A is being filed to amend Item 1. "Financial
Statements." Accordingly, pursuant to Rule 12b-15 under the Securities Act of
1934, as amended, this Form 10-Q/A contains the complete text of Item 1.
"Financial Statements."
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
MARCH 31, DECEMBER 31,
2003 2002
(UNAUDITED)
------------ ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 3,723,974 568,304
Accounts receivable 2,770,139 1,406,947
Inventory 946,429 388,131
Prepaid expenses and other assets 448,934 370,429
Deferred expenditures 1,300,401 887,856
Current portion of loans receivable 1,080,127 --
----------- -----------
TOTAL CURRENT ASSETS 10,270,004 3,621,667
Loans receivable 4,045,385 --
Property, plant and equipment, net 21,062,174 20,253,646
Investments in affiliates (Note 4) 13,349,712 12,450
Intangible assets (Note 6) 6,301,893 1,619,874
Goodwill 2,673,733 --
----------- -----------
TOTAL ASSETS $57,702,901 $25,507,637
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Dividends payable 469,514 508,444
Accounts payable and other liabilities 1,949,295 1,143,850
Current portion of long term debt (Note 7) 12,298,653 518,275
----------- -----------
TOTAL CURRENT LIABILITIES 14,717,462 2,170,569
Long term debt (Note 7) 18,322,857 2,074,609
Security deposits and other liabilities 136,235 136,235
----------- -----------
TOTAL LIABILITIES 33,176,554 4,381,413
----------- -----------
STOCKHOLDERS' EQUITY
Redeemable preferred stock, $1.20 par value. Authorized 100,000 shares;
issued and outstanding 18,914 shares as at March 31, 2003
and 19,740 shares at as December 31, 2002 22,697 23,688
Class A common stock, $1.20 par value. Authorized 9,870,000 shares;
issued and outstanding 4,239,959 shares as at March 31, 2003 and
3,993,419 shares at as December 31, 2002 5,087,951 4,792,103
Class B common stock, $1.20 par value. Authorized 30,000 shares;
issued and outstanding nil shares as at March 31, 2003 and nil
shares as at December 31, 2002 -- --
Stock and options earned but not issued 60,270 424,841
Additional paid-in capital 10,253,420 7,354,395
Retained earnings 9,102,009 8,531,197
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 24,526,347 21,126,224
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $57,702,901 $25,507,637
=========== ===========
The accompanying information and notes are an
integral part of these condensed consolidated financial statements.
1
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Expressed in United States Dollars)
THREE MONTHS THREE MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2003 2002
--------------- ---------------
Retail water sales 2,818,953 2,858,899
Bulk water sales 1,005,140 325,906
Service revenue 194,632 --
----------- -----------
TOTAL REVENUE 4,018,725 3,184,805
----------- -----------
Retail cost of sales (1,219,878) (1,421,687)
Bulk cost of sales (736,469) (244,765)
Service cost of sales (117,692) --
----------- -----------
TOTAL COST OF SALES (2,074,039) (1,666,452)
GROSS PROFIT 1,944,686 1,518,353
General and administrative expenses (926,635) (579,356)
----------- -----------
INCOME FROM OPERATIONS 1,018,051 938,997
----------- -----------
Other income (expenses):
Interest income 5,522 6,432
Interest expense (293,383) (20,867)
Other income 101,372 1,938
Equity in earnings of affiliates 192,429 --
----------- -----------
5,940 (12,497)
----------- -----------
NET INCOME BEFORE INCOME TAXES 1,023,991 926,500
----------- -----------
Income taxes (5,993) --
----------- -----------
NET INCOME $ 1,017,998 $ 926,500
=========== ===========
BASIC EARNINGS PER SHARE $ 0.25 $ 0.24
=========== ===========
DILUTED EARNINGS PER SHARE $ 0.24 $ 0.23
=========== ===========
DIVIDENDS DECLARED PER SHARE $ 0.105 $ 0.105
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON STOCK USED IN THE
DETERMINATION OF:
Basic earnings per share 4,121,698 3,923,209
=========== ===========
Diluted earnings per share 4,251,195 4,054,949
=========== ===========
The accompanying information and notes are an
integral part of these condensed consolidated financial statements.
2
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Expressed in United States Dollars)
THREE MONTHS THREE MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2003 2002
--------------- ---------------
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES $ 1,166,841 $ 590,025
------------ -----------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Purchase of property, plant and equipment (241,663) (1,681,993)
Business combinations, net of cash acquired (11,885,839) --
Investment in affiliate (12,069,998) --
Collections from loans receivable 178,759 --
------------ -----------
Net cash used in investing activities (24,018,741) (1,681,993)
------------ -----------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from new credit facility 28,056,126 1,500,000
Deferred expenditures (412,545) --
Dividends paid (486,111) (397,520)
Proceeds from issuance of common stock 537,600 162,835
Principal payments of long term debt (1,687,500) (12,500)
Proceeds from bank loans -- 500,000
------------ -----------
Net cash provided by financing activities 26,007,570 1,752,815
------------ -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,155,670 660,847
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 568,304 516,446
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,723,974 $ 1,177,293
============ ===========
Interest paid in cash $ 230,321 $ 16,317
Interest received in cash $ 5,522 $ 6,463
The accompanying information and notes are an
integral part of these condensed consolidated financial statements.
3
CONSOLIDATED WATER CO. LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. PRESENTATION OF FINANCIAL INFORMATION
The accompanying unaudited Condensed Consolidated Financial Statements were
prepared in accordance with the instructions for Form 10-Q and, therefore, do
not include all disclosures necessary for a complete presentation of financial
condition, results of operations, and cash flows in conformity with accounting
principles generally accepted in the United States of America. All adjustments
that are, in the opinion of management, of a normal recurring nature and are
necessary for a fair presentation of the interim financial statements, have been
included. The results of operations for the period ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the entire fiscal
year or any other interim period.
The accompanying consolidated financial statements of the Company should be read
in conjunction with the consolidated financial statements and notes included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2002.
2. PRINCIPLES OF CONSOLIDATION
The accompanying unaudited Condensed Consolidated Financial Statements include
the accounts of Belize Water Limited, DesalCo Limited, its wholly owned
subsidiary DesalCo (Barbados) Limited, and Ocean Conversion (Cayman) Limited.
All significant intercompany balances and transactions have been eliminated in
consolidation.
3. ACQUISITIONS
Effective February 1, 2003, the Company acquired 100% of the outstanding voting
common shares of DesalCo Limited, its wholly owned subsidiary DesalCo (Barbados)
Limited and Ocean Conversion (Cayman) Limited. The total consideration paid was
$28,298,555, comprised of $25,500,000 in cash and 185,714 ordinary shares of the
Company and $506,122 in cost related to the acquisitions.
These acquisitions provide the Company with a reverse osmosis plant design,
construction and facility management and engineering services firm, as well as
facilities and contracts to supply additional potable water services in the
Cayman Islands, Bahamas and Barbados and investments in desalination companies
in the British Virgin Islands.
4
CONSOLIDATED WATER CO. LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
3. ACQUISITIONS (CONTINUED)
The following table summarizes the estimated fair values of assets acquired and
liabilities assumed at February 1, 2003. The Company is in the process of
finalizing the allocations of purchase price and is subject to refinement:
Current assets 4,940,343
Property, plant and equipment 949,800
Investments in affiliates 13,023,539
Intangible assets 4,868,861
Goodwill 2,673,733
Other assets 4,224,145
-----------
Total assets acquired 30,680,421
-----------
Current liabilities 1,201,870
Long term debt and liabilities 1,179,996
-----------
Total liabilities assumed 2,381,866
-----------
Net assets acquired $28,298,555
===========
The goodwill represents the excess of costs over fair value of assets of
businesses acquired. Goodwill and any intangible assets acquired in a business
combination accounted for using the purchase method and determined to have an
indefinite useful life are not amortized, but instead tested for impairment at
least annually in accordance with the provisions of SFAS No. 142. Intangible
assets with useful lives are amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 144, "Accounting for Impairment or Disposal of
Long-Lived Assets".
The results of operations of the acquired companies are included in the
consolidated statements of operations from February 1, 2003. Unaudited pro forma
consolidated results of operations of Consolidated Water Co. Ltd., DesalCo
Limited, DesalCo (Barbados) Limited, Ocean Conversion (Cayman) Limited, and an
equity interest in Ocean Conversion (BVI) Ltd., had the companies been acquired
at January 1, 2003 would be as follows:
THREE MONTHS THREE MONTHS
ENDED MARCH 31, ENDED MARCH 31,
2003 2002
--------------- ---------------
Pro forma revenue $ 4,450,629 $ 4,591,160
Pro forma net income $ 1,185,041 $ 1,147,888
Pro forma earnings per share
Basic $ 0.29 $ 0.28
Diluted $ 0.28 $ 0.27
5
CONSOLIDATED WATER CO. LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
4. INVESTMENTS IN AFFILIATES
As part of the acquisition described in Note 3, the Company also acquired 50% of
the outstanding voting common shares of Ocean Conversion (BVI) Ltd, 12.7% of the
outstanding voting common shares of Waterfields Company Limited ("Waterfields")
and 100% of the non-voting shares of Ocean Conversion (BVI) Ltd.
The Company's investment in Ocean Conversion (BVI) Ltd. is accounted for by the
equity method. The investment in Waterfields has been recorded at cost.
On May 9, 2003, the Company sold 100% of its non-voting shares in Ocean
Conversion (BVI) Ltd., to Sage Water Holdings (BVI), Ltd. for approximately $2.1
million. The Company acquired these shares as part of the transactions described
above.
The following table compares the carrying values and equity in net assets of our
investments in affiliates at March 31, 2003:
Carrying Value Equity in Net Assets
As at March 31, at 31 March
Investment 2003 2003 Difference
--------------------------- --------------- -------------------- ----------
Ocean Conversion (BVI) Ltd. 12,324,761 2,608,074 9,716,687
Waterfields Company Limited 1,012,501 972,631 39,870
Belize Water Services Ltd. 12,450 12,450 0
Management believes that the difference between the carrying value and our
interests in the net assets of affiliates represents goodwill. The Company will
periodically evaluate the carrying value of its investment in Ocean Conversion
(BVI) Ltd. by comparing it to the investment's fair value. If the carrying
amount of the equity investment exceeds its fair value, an impairment charge is
recognized by the difference by which the carrying amount exceeds the fair value
of the asset.
The total assets, total liabilities and net income of investments accounted for
by the equity method at March 31, 2003 and for the three months ended are
$7,219,047, $2,600,585 and $340,760, respectively.
5. SEGMENT INFORMATION
Due to the recent acquisitions, management changed the Company's internal
organizational structure to effectively assimilate the business activities of
the acquired companies. Consequently, management no longer considers it
appropriate to report separate business segments based on geographical location.
Under the Statements of Financial Accounting Standards 131, "Disclosure about
Segments of an Enterprise and Related Information", management now considers;
(i) the operations to supply water to retail customers, (ii) the operations to
supply water to bulk customers, and (iii) the provision of engineering and
management services as separate business segments. Segmented financial
information that was reported in previous periods for the Cayman Islands and the
Bahamas has been reclassified to Retail Water, and financial information for
Belize has been reclassified to Bulk Water. Services is a new business segment
created as a result of the recent acquisition.
For purposes of segment information the accounts of Ocean Conversion (BVI) Ltd.
have been proportionally consolidated into the Bulk water segment. An adjustment
has been made in reconciling items to account for the investment under the
equity method. Also included in reconciling items are corporate expenses
including interest expense that do not relate to any specific operating segment.
6
CONSOLIDATED WATER CO. LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
5. SEGMENT INFORMATION (CONTINUED)
As at March 31 and for the three months then ended
Retail Water Bulk Water Services Reconciling items Total
---------------------- --------------------- ------------- ----------------- ----------------------
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
---------- ---------- --------- --------- ------- ---- --------- ---- ---------- ----------
Revenue 2,818,953 2,858,899 1,491,926 325,906 194,632 -- (486,786) -- 4,018,725 3,184,805
Cost of sales 1,219,878 1,421,687 914,628 244,765 117,692 -- (178,159) -- 2,074,039 1,666,452
Net income (loss) 1,010,119 880,694 84,667 45,806 (27,581) -- (49,207) -- 1,017,998 926,500
Property, plant
and equipment 18,663,008 18,289,008 4,402,610 1,500,375 32,917 -- (2,036,361) -- 21,062,174 19,789,383
7
CONSOLIDATED WATER CO. LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
6. INTANGIBLE ASSETS
Effective February 1, 2003, the Company completed acquisitions of interests in
companies described in Note 3 of these consolidated financial statements. The
Company acquired the following identifiable intangible assets as part of these
acquisitions:
(a) As part of the acquisition of DesalCo Limited the Company attributed
$650,978 to intangible assets which represents the fair value of a Management
Service Agreement dated December 4, 2000, under which DesalCo Limited provides
management and engineering services to Ocean Conversion (BVI) Ltd. Management of
the Company has determined the intangible has an indefinite life, and therefore
is not being amortized.
(b) As part of the acquisition of DesalCo Limited the Company attributed
$239,263 to intangible assets which represents the fair value of the DWEER(TM)
Distribution Agreement between DesalCo Limited and DWEER Technology Limited
dated September 24, 2002. Under this agreement DesalCo Limited was granted an
exclusive right, within certain countries in the Caribbean, Central and South
America, to distribute certain patented equipment, which can enhance the
operational efficiency of reverse osmosis seawater desalination plants. The
carrying amount of the DWEER(TM) Distribution Agreement is being amortized over
the remaining term of the seven year agreement.
(c) As part of the acquisition of Ocean Conversion (Cayman) Limited the
Company attributed $3,978,620 to intangible assets which represent the fair
value of two Water Production and Supply Agreements between Ocean Conversion
(Cayman) Limited and the Government of the Cayman Islands, dated April 25, 1994
and dated 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 amount of the Water Production and Supply Agreements
are being amortized over the remaining term of the agreements which are
approximately 5 and 13 years, respectively.
7. LONG TERM DEBT
As of March 31, 2003, the Company has drawn down $28,056,126 from the following
Scotiabank facilities:
$20,000,000 seven-year term loan bearing interest at an annually adjusted
floating rate of LIBOR plus 1.5% to 3%, depending on the ratio of the Company's
consolidated debt to its consolidated earnings before interest, taxes and
depreciation. The average interest rate for the three months ended March 31,
2003 was 4.08%. The current interest rate is 4.06%.
$8,056,126 six-month bridge term loan bearing interest on the same basis as the
seven-year term loan. The average interest rate for the three months ended March
31, 2003 was 4.08%. The present interest rate is 4.06%.
The Company has used the proceeds from these facilities to refinance its debt
with Royal Bank of Canada and to finance its recent acquisitions.
8
7. LONG TERM DEBT (CONTINUED)
Also at March 31, 2003 the Company had a $905,384 loan with the European
Investment Bank bearing interest at 3.36%. This loan will be repaid in full on
June 20, 2003 and has been classified as a current liability.
The Company is subject to certain restrictive covenants associated with its long
term debt and is in compliance with all such covenants at March 31, 2003.
8. EARNINGS PER SHARE
Basic earnings per common share ("EPS") is calculated by dividing net income
available to common stockholders by the weighted average number of common shares
outstanding during the period. The computation of diluted EPS assumes the
issuance of common shares for all dilutive-potential common shares outstanding
during the reporting period. The dilutive effect of stock options is considered
in earnings per common share calculations, if dilutive, using the treasury stock
method.
The following summarizes information related to the computation of basic and
diluted earnings per share for the three-month period ended March 31, 2003 and
2002.
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31,
2003 2002
------------------ ------------------
Net income, as reported $ 1,017,998 $ 926,500
Less:
Dividends declared and earnings attributable on preference shares
(2,362) (2,950)
Net income available to holders of ordinary shares in the determination
of basic earnings per ordinary share $ 1,015,636 $ 923,550
============= =============
Weighted average number of ordinary shares in the determination of
basic earnings per ordinary share 4,121,698 3,923,209
Plus:
Weighted average number of preference shares outstanding during the
period 19,492 25,195
Potential dilutive effect of unexercised options 110,005 106,545
------------- -------------
Weighted average number of shares used for determining diluted earnings
per ordinary share 4,251,195 4,054,949
============= =============
9
9. STOCK BASED COMPENSATION
The Company currently has various stock option plans and an employee stock
purchase plans. The Company accounts for stock-based compensation plans for
employees and directors using the intrinsic value method. Under this method, the
Company records no compensation expense for stock options granted when the
exercise price of options granted is equal to or greater than the fair market
value of the Company's common stock on the date of grant.
The following table presents the effect on net income and earnings per share if
the Company had applied a fair value recognition method:
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31,
2003 2002
------------------ ------------------
Net income, as reported $ 1,017,998 $ 926,500
Add: Stock-based employee compensation expense included in reported
net income 27,870 29,700
Deduct: Total stock-based compensation expense determined under fair
value based method for all awards (9,369) (10,494)
------------- -------------
Pro forma net income $ 1,036,499 $ 945,706
============= =============
Earnings per share
Basic - as reported $ 0.25 $ 0.24
============= =============
Basic - pro forma $ 0.25 $ 0.24
============= =============
Diluted - as reported $ 0.24 $ 0.23
============= =============
Diluted - pro forma $ 0.24 $ 0.23
============= =============
10. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires the
Company to record the fair value of an asset retirement obligation as a
liability in the period in which it incurs a legal obligation associated with
the retirement of tangible long-lived assets that result from the acquisition,
construction, development, and/or normal use of the assets. The Company also
records a corresponding asset that is depreciated over the life of the asset.
Subsequent to the initial measurement of the asset retirement obligation, the
obligation will be adjusted at the end of each period to reflect the passage of
time and changes in the estimated future cash flows underlying the obligation.
The Company was required to adopt SFAS No. 143 on January 1, 2003. The Company
adopted SFAS No. 143 early during the year ended December 31, 2002. The adoption
did not have a material effect on the Company's consolidated financial
statements.
10
10. IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statements No.
123". This Statement amends FASB Statement No. 123 "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition the Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. All of the disclosure modifications required for interim
financial statements have been included in the notes to these condensed
consolidated financial statements.
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities". This
interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interest in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. For public enterprises with a variable interest
entity created before February 1, 2003 the Interpretation applies to that
enterprise no later than the beginning of the first interim or annual reporting
period beginning after June 15, 2003. The interpretation requires certain
disclosures in financial statements issued after January 31, 2003 if it is
reasonably possible that the Company will consolidate or disclose information
about variable interest entities when the Interpretation becomes effective. The
application of this Interpretation is not expected to have a material effect on
the Company's financial statements.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Exhibit Description
------- -------------------
99.1 Section 906 Certification of Chief Executive Officer of the Company
99.2 Section 906 Certification of Chief Financial Officer of the Company
(b) Reports on Form 8-K
A Current Report on Form 8-K was filed with the Securities and Exchange
Commission ("SEC") on February 13, 2003 by the Company reporting the
recent acquisitions described herein under Item 2. Acquisition or
Disposition of Assets. The financial statements and pro forma financial
information relating thereto were filed with the SEC by the Company on
April 25, 2003 in an amendment to the Form 8-K under Item 7. Financial
Statements and Exhibits.
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED WATER CO. LTD.
By: /s/ Frederick McTaggart
--------------------------------------
Frederick McTaggart
President, Chief Operating Officer and
Chief Financial Officer
Dated: June 26, 2003
13
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Consolidated Water Co. Ltd.
(the "Company") on Form 10-Q/A for the quarter ended March 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Jeffrey M.
Parker, the Chief Executive Officer of the Company, certify, pursuant to and for
purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-Q/A of the
Company;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 26, 2003
By:/s/ Jeffrey M. Parker
Name: Jeffrey M. Parker
Title: Chief Executive Officer
14
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Consolidated Water Co. Ltd.
(the "Company") on Form 10-Q/A for the quarter ended March 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof, I, Frederick
McTaggart, the Chief Financial Officer of the Company, certify, pursuant to and
for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, that:
1. I have reviewed this quarterly report on Form 10-Q/A of the
Company;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 26, 2003
By:/s/ Frederick McTaggart
Name: Frederick McTaggart
Title: Chief Financial Officer
15