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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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CAYMAN
ISLANDS
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98-0619652
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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Regatta
Office Park
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Windward Three, 4th Floor, West Bay Road
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P.O. Box
1114
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Grand Cayman, KY1-1102, Cayman Islands
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N/A
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, $0.60 Par Value
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The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Section
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Description
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Page
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Cautionary Note Regarding Forward-Looking Statements
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3
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PART I
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4
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Item 1.
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Business
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4
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Item 1A.
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Risk Factors
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19
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Item 1B.
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Unresolved Staff Comments
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25
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Item 2.
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Properties
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25
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Item 3.
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Legal Proceedings
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28
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Item 4.
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Mine Safety Disclosure
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28
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PART II
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29
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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29
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Item 6.
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Selected Financial Data
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32
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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32
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Item 7A.
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Quantitative and Qualitative Disclosure about Market Risk
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45
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Item 8.
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Financial Statements and Supplementary Data
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46
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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86
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Item 9A.
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Controls and Procedures
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86
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PART III
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87
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Item 10.
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Directors, Executive Officers and Corporate Governance
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87
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Item 11.
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Executive Compensation
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87
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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88
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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88
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Item 14.
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Principal Accounting Fees and Services
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88
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PART IV
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88
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Item 15.
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Exhibits, Financial Statement Schedules
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88
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SIGNATURES
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93
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2 | ||
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3 | ||
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•
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Retail Water Operations.
We produce and supply water to end-users, including residential, commercial and government customers in the Cayman Islands under an exclusive retail license issued by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. We also have a retail water operation under development in Bali, Indonesia to sell water to resort properties. In 2013, our retail water operations generated approximately 36% of our consolidated revenues, substantially all of which were generated by our Grand Cayman operations.
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|
•
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Bulk Water Operations.
We produce and supply water to government-owned distributors in the Cayman Islands, Belize and the Bahamas. In 2013, our bulk water operations generated approximately 63% of our consolidated revenues.
|
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•
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Services Operations.
We provide engineering and management services for desalination projects, including designing and constructing desalination plants and managing and operating desalination plants owned by other companies. In 2013, our services operations generated approximately 1% of our consolidated revenues. We also own 99.9% of a Mexican company, N.S.C. Agua, S.A. de C.V., (“NSC”) that we formed to develop a project encompassing the construction and operation of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and an accompanying pipeline to deliver water to the Mexican potable water system and the U.S. border. This project is in the development stage and NSC does not presently generate any revenues.
|
|
•
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Affiliate Operations.
We own 50% of the voting rights and 43.5% of the equity rights of Ocean Conversion (BVI) Ltd. (“OC-BVI”), which produces and supplies bulk water to the British Virgin Islands Water and Sewerage Department.
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Location
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Plants
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Capacity
(1)
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Cayman Islands
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7
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9.1
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Bahamas
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3
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15.2
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Belize
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1
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0.6
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British Virgin Islands
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2
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0.8
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Bali, Indonesia
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1
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0.3
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Total
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14
|
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26.0
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(1)
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In millions of gallons per day.
|
|
•
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inadequate sources of fresh water.
|
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•
|
favorable regulatory and tax environments.
|
|
•
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a large proportion of tourist properties (which historically have generated higher volume sales than residential properties).
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|
•
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growing populations and economies.
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4 | ||
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5 | ||
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•
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Cayman Water Company Limited (“Cayman Water”)
.
Cayman Water operates under an exclusive retail license granted by the Cayman Islands government to provide water to customers within a prescribed service area on Grand Cayman that includes the Seven Mile Beach and West Bay areas, two of the three most populated areas in the Cayman Islands. The only non-government owned public water utility on Grand Cayman, Cayman Water owns and operates three desalination plants.
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6 | ||
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•
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Ocean Conversion (Cayman) Limited (“OC-Cayman”).
OC-Cayman provides bulk water under various licenses and agreements to the Water Authority-Cayman, a government-owned utility and regulatory agency, which distributes the water to properties located outside our exclusive retail license service area in Grand Cayman. OC-Cayman operates three desalination plants owned by the Water Authority-Cayman.
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•
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Consolidated Water (Bahamas) Limited (“CW-Bahamas”).
We own a 90.9% equity interest in CW-Bahamas, which provides bulk water under long-term contracts to the Water and Sewerage Corporation of The Bahamas, a government agency. CW-Bahamas owns and operates our largest desalination plant and two other desalination plants. CW-Bahamas pays fees to two of our other subsidiaries for certain administrative services.
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•
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Consolidated Water (Belize) Limited (“CW-Belize”).
CW-Belize owns and operates one desalination plant and has an exclusive contract to provide bulk water to Belize Water Services Ltd., a water distributor that serves residential, commercial and tourist properties in Ambergris Caye, Belize.
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|
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•
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Aquilex, Inc.
This subsidiary, a United States company, provides financial, engineering and supply chain management support services to our subsidiaries and affiliates.
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•
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Ocean Conversion (BVI) Ltd. (“OC-BVI”).
We own 50% of the voting stock of our affiliate, OC-BVI, a British Virgin Islands company, which sells bulk water to the Government of the British Virgin Islands Water and Sewerage Department. We own an overall 43.5% equity interest in OC-BVI’s profits and certain profit sharing rights that raise our effective interest in OC-BVI’s profits to approximately 45%. OC-BVI also pays our subsidiary DesalCo Limited fees for certain engineering and administrative services. We account for our investment in OC-BVI under the equity method of accounting.
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•
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DesalCo Limited (“DesalCo”).
A Cayman Islands company, DesalCo provides management, engineering and construction services for desalination projects.
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•
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Consolidated Water (Bermuda) Limited (“CW-Bermuda”)
.
In January 2007, our affiliate, Consolidated Water (Bermuda) Limited (“CW-Bermuda”) entered into a design, build, sale and operating agreement with the Government of Bermuda for a desalination plant to be built in two phases at Tynes Bay along the northern coast of Bermuda. Under the agreement, CW-Bermuda constructed and operated the plant from the second quarter of 2009 through the expiration of the agreement on June 30, 2011. We do not expect to receive any future fees or revenues from CW-Bermuda.
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•
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Consolidated Water Cooperatief, U.A. (“CW-Coop”)
and
N.S.C. Agua, S.A. de C.V. (“NSC”).
CW-Coop is a wholly-owned Netherlands subsidiary organized in 2010. CW-Coop owns a 99.9% interest in NSC, a Mexican company. NSC has been formed to pursue a project encompassing the construction, ownership and operation of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipeline to deliver water to the Mexican potable water system and the U.S. border. The project is currently in the development stage and NSC does not generate any operating revenues.
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•
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Consolidated Water (Asia) Pte. Limited (“CW-Asia”) and PT Consolidated Water Bali (“CW-Bali”).
During 2012 we formed CW-Asia, a 95% owned Singapore company and CW-Bali, an Indonesian company, which is 95% owned by CW-Asia. During 2013, CW-Bali completed construction of a 250,000 gallon per day desalination plant and is presently engaged in expanding the capacity of this plant by an additional 500,000 gallons per day.
We expect that this plant will provide water to resort properties in the Nusa Dua area of Bali, Indonesia.
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7 | ||
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8 | ||
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9 | ||
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10 | ||
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11 | ||
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•
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extend the agreement for an additional five years at a rate to be negotiated;
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•
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exercise a right of first refusal to purchase any materials, equipment and facilities that CW-Bahamas intends to remove from the Windsor plant site, and negotiate a purchase price with CW-Bahamas; or
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•
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require CW-Bahamas to remove all materials, equipment and facilities from the site.
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•
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extend the agreement for an additional five years at a rate to be negotiated;
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•
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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
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|
•
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require CW-Bahamas to remove all materials, equipment and facilities from the site.
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12 | ||
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13 | ||
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14 | ||
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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. We have been advised by the Government of the Cayman Islands that we will not receive any duty concessions in our new retail water license; and
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|
•
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OC-Cayman pays full customs duties in respect of all plants that it operates for the Water Authority-Cayman.
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15 | ||
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16 | ||
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17 | ||
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18 | ||
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19 | ||
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20 | ||
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21 | ||
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22 | ||
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•
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regulatory risks, including government relations difficulties, local regulations, currency controls and fluctuations in currency exchange rates;
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•
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receiving and maintaining necessary permits, licenses and approvals;
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•
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political instability, reliance on local economies, environmental problems, shortages of materials, immigration restrictions and limited skilled labor;
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•
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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
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•
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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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•
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restricting foreign ownership (by us);
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•
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providing for the expropriation of our assets by the government;
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•
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providing for nationalization of public utilities by the government;
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•
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providing for different water quality standards;
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•
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unilaterally changing or renegotiating our licenses and agreements;
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|
•
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restricting the transfer of U.S. currency; or
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|
•
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causing currency exchange fluctuations/devaluations or making changes in tax laws.
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23 | ||
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24 | ||
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25 | ||
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26 | ||
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27 | ||
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28 | ||
|
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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High
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Low
|
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||
First Quarter 2013
|
|
$
|
9.90
|
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$
|
7.67
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|
Second Quarter 2013
|
|
|
11.43
|
|
|
9.05
|
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Third Quarter 2013
|
|
|
14.97
|
|
|
11.10
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Fourth Quarter 2013
|
|
|
16.83
|
|
|
10.98
|
|
|
|
|
|
|
|
|
|
First Quarter 2012
|
|
$
|
9.16
|
|
$
|
7.44
|
|
Second Quarter 2012
|
|
|
8.29
|
|
|
6.99
|
|
Third Quarter 2012
|
|
|
8.70
|
|
|
7.93
|
|
Fourth Quarter 2012
|
|
|
8.29
|
|
|
6.78
|
|
29 | ||
|
|
|
2013
|
|
2012
|
|
||
First Quarter
|
|
$
|
0.075
|
|
$
|
0.075
|
|
Second Quarter
|
|
|
0.075
|
|
|
0.075
|
|
Third Quarter
|
|
|
0.075
|
|
|
0.075
|
|
Fourth Quarter
|
|
|
0.075
|
|
|
0.075
|
|
30 | ||
|
31 | ||
|
ITEM 6. |
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
63,822,131
|
|
$
|
65,450,702
|
|
$
|
55,154,492
|
|
$
|
50,708,554
|
|
$
|
58,019,517
|
|
Net Income
|
|
|
8,594,519
|
|
|
9,315,514
|
|
|
6,113,218
|
|
|
6,292,025
|
|
|
6,098,571
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
165,364,854
|
|
|
150,449,086
|
|
|
160,859,431
|
|
|
152,201,566
|
|
|
154,475,781
|
|
Long Term Debt Obligations (including current portion)
|
|
|
15,255,167
|
|
|
6,852,660
|
|
|
24,383,794
|
|
|
18,306,785
|
|
|
21,129,267
|
|
Redeemable Preferred Stock
|
|
|
22,445
|
|
|
18,159
|
|
|
13,456
|
|
|
10,070
|
|
|
10,315
|
|
Non-controlling interests
|
|
|
2,599,258
|
|
|
1,927,214
|
|
|
1,556,529
|
|
|
1,600,167
|
|
|
1,449,030
|
|
Dividends Declared Per Share
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.28
|
|
Basic Earnings Per Share
|
|
$
|
0.59
|
|
$
|
0.64
|
|
$
|
0.42
|
|
$
|
0.43
|
|
$
|
0.42
|
|
Weighted Average Number of Shares
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
|
14,547,065
|
|
|
14,535,192
|
|
Diluted Earnings Per Share
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
0.42
|
|
$
|
0.43
|
|
$
|
0.42
|
|
Weighted Average Number of Shares
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
|
14,597,894
|
|
|
14,588,144
|
|
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Comparative Operations
|
|
||||||||||
2013
|
|
2012
|
|
||||||||
Location
|
|
Plants
|
|
Capacity (*)
|
|
Location
|
|
Plants
|
|
Capacity (*)
|
|
Cayman Islands
|
|
7
|
|
9.1
|
|
Cayman Islands
|
|
8
|
|
10.2
|
|
Bahamas
|
|
3
|
|
15.2
|
|
Bahamas
|
|
3
|
|
15.2
|
|
Belize
|
|
1
|
|
0.6
|
|
Belize
|
|
1
|
|
0.6
|
|
British Virgin Islands
|
|
2
|
|
0.8
|
|
British Virgin Islands
|
|
2
|
|
0.8
|
|
Bali, Indonesia
|
|
1
|
|
0.3
|
|
|
|
|
|
|
|
|
|
14
|
|
26.0
|
|
|
|
14
|
|
26.8
|
|
(*) In millions of gallons per day. |
32 | ||
|
• | the nature of these estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and |
• | the impact of the estimates and assumptions on financial condition and results of operations is material. |
33 | ||
|
34 | ||
|
|
|
2013
|
|
|
2012
|
|
||||||||||||||||||
Method
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Retail
|
|
Bulk
|
|
Services
|
|
|||||||||||
Discounted cash flow
|
|
|
50
|
%
|
|
|
50
|
%
|
|
|
|
|
|
|
20
|
%
|
|
|
30
|
%
|
|
|
|
|
Subject company stock price
|
|
|
30
|
%
|
|
|
30
|
%
|
|
|
|
|
|
|
60
|
%
|
|
|
50
|
%
|
|
|
10
|
%
|
Guideline public company
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
Mergers and acquisitions
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
10
|
%
|
|
|
10
|
%
|
|
|
|
|
Net asset value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
Year Ended December 31, 2013
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Total revenues
|
|
$
|
16,555,197
|
|
$
|
16,569,380
|
|
$
|
15,438,581
|
|
$
|
15,258,973
|
|
Gross profit
|
|
|
6,220,507
|
|
|
6,397,521
|
|
|
5,226,885
|
|
|
5,660,966
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
3,742,003
|
|
|
2,853,850
|
|
|
908,690
|
|
|
1,089,976
|
|
Diluted earnings per share
|
|
|
0.26
|
|
|
0.19
|
|
|
0.06
|
|
|
0.07
|
|
|
|
Year Ended December 31, 2012
|
|
||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
||||
Total revenues
|
|
$
|
16,728,727
|
|
$
|
16,230,779
|
|
$
|
15,840,136
|
|
$
|
16,651,060
|
|
Gross profit
|
|
|
5,947,849
|
|
|
5,405,410
|
|
|
5,241,284
|
|
|
5,397,899
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
2,342,666
|
|
|
1,957,492
|
|
|
1,304,843
|
|
|
3,710,513
|
|
Diluted earnings per share
|
|
|
0.16
|
|
|
0.13
|
|
|
0.09
|
|
|
0.25
|
|
35 | ||
|
36 | ||
|
37 | ||
|
38 | ||
|
39 | ||
|
40 | ||
|
41 | ||
|
42 | ||
|
· | $1.0 million under the Option Agreement; |
· | $350,000 as compensation to the contractor under the EPC MOU; |
· | $17.0 million to purchase the land (a portion of which may be financed); and |
· | $6.8 million in other project development expenses. |
43 | ||
|
|
|
Total
|
|
2014
|
|
2015-2017
|
|
2018-2020
|
|
2021 and
Thereafter |
|
|||||
Secured 5.95% bonds
(1) (2)
|
|
$
|
5,465,626
|
|
$
|
5,465,626
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Land purchase commitments
|
|
|
17,028,910
|
|
|
17,028,910
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Employment agreements
|
|
|
3,009,079
|
|
|
1,752,848
|
|
|
1,256,231
|
|
|
-
|
|
|
-
|
|
Operating leases
|
|
|
5,236,147
|
|
|
566,721
|
|
|
1,002,746
|
|
|
741,576
|
|
|
2,925,104
|
|
Purchase orders
|
|
|
1,053,458
|
|
|
1,053,458
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Security deposits
|
|
|
289,392
|
|
|
114,565
|
|
|
-
|
|
|
124,827
|
|
|
50,000
|
|
Total
|
|
$
|
32,082,612
|
|
$
|
25,982,128
|
|
$
|
2,258,977
|
|
$
|
866,403
|
|
$
|
2,975,104
|
|
44 | ||
|
· | On January 31, 2013, we paid a dividend of $0.075 to shareholders of record on January 1, 2013. |
· | On April 30, 2013, we paid a dividend of $0.075 to shareholders of record on April 1, 2013. |
· | On July 31, 2013, we paid a dividend of $0.075 to shareholders of record on July 1, 2013. |
· | On October 31, 2013, we paid a dividend of $0.075 to shareholders of record on October 1, 2013. |
· | On January 31, 2014, we paid a dividend of $0.075 to shareholders of record on January 1, 2014. |
· | On February 18, 2014, our Board declared a dividend of $0.075 payable on April 30, 2014 to shareholders of record on April 1, 2014. |
45 | ||
|
|
|
Page
|
CONSOLIDATED WATER CO. LTD.
|
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
47
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
48
|
Consolidated Statements of Income for the Years Ended December 31, 2013, 2012 and 2011
|
|
49
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2013, 2012 and 2011
|
|
50
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
|
51
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
|
52
|
Notes to Consolidated Financial Statements
|
|
53
|
Schedule II, Valuation and Qualifying Accounts, is omitted because the information is included in the financial statements and notes.
|
|
|
|
|
|
OCEAN CONVERSION (BVI) LTD.
|
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
74
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
|
75
|
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011
|
|
76
|
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2013, 2012 and 2011
|
|
77
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011
|
|
78
|
Notes to Consolidated Financial Statements
|
|
79
|
46 | ||
|
47 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
Marketable securities
|
|
|
8,587,475
|
|
|
8,570,338
|
|
Accounts receivable, net
|
|
|
18,859,560
|
|
|
12,516,466
|
|
Inventory
|
|
|
1,383,135
|
|
|
1,757,601
|
|
Prepaid expenses and other current assets
|
|
|
3,435,127
|
|
|
2,709,185
|
|
Current portion of loans receivable
|
|
|
1,691,102
|
|
|
1,812,532
|
|
Total current assets
|
|
|
67,582,915
|
|
|
61,258,777
|
|
Property, plant and equipment, net
|
|
|
58,602,886
|
|
|
58,993,406
|
|
Construction in progress
|
|
|
1,450,417
|
|
|
2,612,800
|
|
Inventory, non-current
|
|
|
4,204,089
|
|
|
3,970,241
|
|
Loans receivable
|
|
|
7,337,177
|
|
|
9,028,279
|
|
Investment in OC-BVI
|
|
|
6,623,448
|
|
|
6,925,346
|
|
Intangible assets, net
|
|
|
1,096,488
|
|
|
1,455,015
|
|
Goodwill
|
|
|
3,499,037
|
|
|
3,499,037
|
|
Investment in land
|
|
|
12,175,566
|
|
|
-
|
|
Other assets
|
|
|
2,792,831
|
|
|
2,706,185
|
|
Total assets
|
|
$
|
165,364,854
|
|
$
|
150,449,086
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and other current liabilities
|
|
$
|
7,157,896
|
|
$
|
5,883,666
|
|
Dividends payable
|
|
|
1,164,026
|
|
|
1,158,967
|
|
Current portion of long term debt
|
|
|
5,205,167
|
|
|
1,647,493
|
|
Land purchase obligation
|
|
|
10,050,000
|
|
|
-
|
|
Total current liabilities
|
|
|
23,577,089
|
|
|
8,690,126
|
|
Long term debt
|
|
|
-
|
|
|
5,205,167
|
|
Other liabilities
|
|
|
289,392
|
|
|
435,413
|
|
Total liabilities
|
|
|
23,866,481
|
|
|
14,330,706
|
|
Commitments and contigencies
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Consolidated Water Co. Ltd. stockholders' equity
|
|
|
|
|
|
|
|
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares;
issued and outstanding 37,408 and 30,265 shares, respectively |
|
|
22,445
|
|
|
18,159
|
|
Class A common stock, $0.60 par value. Authorized 24,655,000 shares;
issued and outstanding 14,686,197 and 14,593,011 shares, respectively |
|
|
8,811,718
|
|
|
8,755,807
|
|
Class B common stock, $0.60 par value. Authorized 145,000 shares;
none issued or outstanding |
|
|
-
|
|
|
-
|
|
Additional paid-in capital
|
|
|
83,381,387
|
|
|
82,467,421
|
|
Retained earnings
|
|
|
47,155,548
|
|
|
42,965,179
|
|
Cumulative translation adjustment
|
|
|
(471,983)
|
|
|
(15,400)
|
|
Total Consolidated Water Co. Ltd. stockholders' equity
|
|
|
138,899,115
|
|
|
134,191,166
|
|
Non-controlling interests
|
|
|
2,599,258
|
|
|
1,927,214
|
|
Total equity
|
|
|
141,498,373
|
|
|
136,118,380
|
|
Total liabilities and equity
|
|
$
|
165,364,854
|
|
$
|
150,449,086
|
|
48 | ||
|
|
|
Year Ended December 31,
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Retail water revenues
|
|
$
|
23,018,498
|
|
$
|
24,222,895
|
|
$
|
23,356,338
|
|
Bulk water revenues
|
|
|
39,960,220
|
|
|
40,758,182
|
|
|
30,757,874
|
|
Services revenues
|
|
|
843,413
|
|
|
469,625
|
|
|
1,040,280
|
|
Total revenues
|
|
|
63,822,131
|
|
|
65,450,702
|
|
|
55,154,492
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of retail revenues
|
|
|
11,023,096
|
|
|
11,548,255
|
|
|
11,496,598
|
|
Cost of bulk revenues
|
|
|
28,212,896
|
|
|
31,679,887
|
|
|
24,127,488
|
|
Cost of services revenues
|
|
|
1,080,260
|
|
|
230,118
|
|
|
508,339
|
|
Total cost of revenues
|
|
|
40,316,252
|
|
|
43,458,260
|
|
|
36,132,425
|
|
Gross profit
|
|
|
23,505,879
|
|
|
21,992,442
|
|
|
19,022,067
|
|
General and administrative expenses
|
|
|
15,844,303
|
|
|
14,542,817
|
|
|
13,651,650
|
|
Impairment losses
|
|
|
-
|
|
|
521,444
|
|
|
-
|
|
Income from operations
|
|
|
7,661,576
|
|
|
6,928,181
|
|
|
5,370,417
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
826,570
|
|
|
835,941
|
|
|
1,200,999
|
|
Interest expense
|
|
|
(484,057)
|
|
|
(876,971)
|
|
|
(1,141,744)
|
|
Profit sharing income from OC-BVI
|
|
|
357,636
|
|
|
343,454
|
|
|
-
|
|
Equity in earnings of OC-BVI
|
|
|
979,716
|
|
|
2,121,319
|
|
|
838,652
|
|
Impairment of investment in OC-BVI
|
|
|
(200,000)
|
|
|
-
|
|
|
-
|
|
Other
|
|
|
7,048
|
|
|
272,085
|
|
|
283,656
|
|
Other income (expense), net
|
|
|
1,486,913
|
|
|
2,695,828
|
|
|
1,181,563
|
|
Net income
|
|
|
9,148,489
|
|
|
9,624,009
|
|
|
6,551,980
|
|
Income attributable to non-controlling interests
|
|
|
553,970
|
|
|
308,495
|
|
|
438,762
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
8,594,519
|
|
$
|
9,315,514
|
|
$
|
6,113,218
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.59
|
|
$
|
0.64
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
$
|
0.58
|
|
$
|
0.64
|
|
$
|
0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.30
|
|
$
|
0.30
|
|
$
|
0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares used in the determination of:
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
Diluted earnings per share
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
49 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
9,148,489
|
|
$
|
9,624,009
|
|
$
|
6,551,980
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(480,614)
|
|
|
(16,210)
|
|
|
-
|
|
Total other comprehensive income (loss)
|
|
|
(480,614)
|
|
|
(16,210)
|
|
|
-
|
|
Comprehensive income
|
|
|
8,667,875
|
|
|
9,607,799
|
|
|
6,551,980
|
|
Comprehensive income attributable to the non-controlling interest
|
|
|
529,939
|
|
|
307,685
|
|
|
438,762
|
|
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders
|
|
$
|
8,137,936
|
|
$
|
9,300,114
|
|
$
|
6,113,218
|
|
50 | ||
|
|
|
Redeemable
|
|
|
|
Additional
|
|
|
|
Cumulative
|
|
Non-
|
|
Total
|
|
|||||||||||
|
|
preferred stock
|
|
Common stock
|
|
paid-in
|
|
Retained
|
|
translation
|
|
controlling
|
|
stockholders’
|
|
|||||||||||
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
capital
|
|
earnings
|
|
adjustment
|
|
interests
|
|
equity
|
|
|||||||
Balance as of December 31, 2010
|
|
16,784
|
|
$
|
10,070
|
|
14,555,393
|
|
$
|
8,733,236
|
|
$
|
81,349,944
|
|
$
|
36,289,706
|
|
$
|
-
|
|
$
|
1,600,167
|
|
$
|
127,983,123
|
|
Issue of share capital
|
|
8,345
|
|
|
5,007
|
|
11,158
|
|
|
6,694
|
|
|
99,284
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
110,985
|
|
Conversion of preferred stock
|
|
(2,145)
|
|
|
(1,287)
|
|
2,145
|
|
|
1,287
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(557)
|
|
|
(334)
|
|
-
|
|
|
-
|
|
|
(4,665)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,999)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
6,113,218
|
|
|
-
|
|
|
438,762
|
|
|
6,551,980
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,371,981)
|
|
|
-
|
|
|
(482,400)
|
|
|
(4,854,381)
|
|
Issue of options and preferred stock
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
494,648
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
494,648
|
|
Balance as of December 31, 2011
|
|
22,427
|
|
|
13,456
|
|
14,568,696
|
|
|
8,741,217
|
|
|
81,939,211
|
|
|
38,030,943
|
|
|
-
|
|
|
1,556,529
|
|
|
130,281,356
|
|
Issue of share capital
|
|
11,417
|
|
|
6,850
|
|
21,686
|
|
|
13,013
|
|
|
164,391
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
184,254
|
|
Conversion of preferred stock
|
|
(2,629)
|
|
|
(1,577)
|
|
2,629
|
|
|
1,577
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(950)
|
|
|
(570)
|
|
-
|
|
|
-
|
|
|
(7,219)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(7,789)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9,315,514
|
|
|
-
|
|
|
308,495
|
|
|
9,624,009
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,381,278)
|
|
|
-
|
|
|
(72,000)
|
|
|
(4,453,278)
|
|
Capital contribution
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
135,000
|
|
|
135,000
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(15,400)
|
|
|
(810)
|
|
|
(16,210)
|
|
Stock-based compensation
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
371,038
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
371,038
|
|
Balance as of December 31, 2012
|
|
30,265
|
|
|
18,159
|
|
14,593,011
|
|
|
8,755,807
|
|
|
82,467,421
|
|
|
42,965,179
|
|
|
(15,400)
|
|
|
1,927,214
|
|
|
136,118,380
|
|
Issue of share capital
|
|
10,180
|
|
|
6,108
|
|
25,111
|
|
|
15,067
|
|
|
196,698
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
217,873
|
|
Conversion of preferred stock
|
|
(4,720)
|
|
|
(2,832)
|
|
4,720
|
|
|
2,832
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Buyback of preferred stock
|
|
(521)
|
|
|
(313)
|
|
-
|
|
|
-
|
|
|
(3,952)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,265)
|
|
Net income
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,594,519
|
|
|
-
|
|
|
553,970
|
|
|
9,148,489
|
|
Exercise of options
|
|
2,204
|
|
|
1,323
|
|
63,355
|
|
|
38,012
|
|
|
474,747
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
514,082
|
|
Dividends declared
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(4,404,150)
|
|
|
-
|
|
|
-
|
|
|
(4,404,150)
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(456,583)
|
|
|
(24,031)
|
|
|
(480,614)
|
|
Capital contribution
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
142,105
|
|
|
142,105
|
|
Stock-based compensation
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
246,473
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
246,473
|
|
Balance as of December 31, 2013
|
|
37,408
|
|
$
|
22,445
|
|
14,686,197
|
|
$
|
8,811,718
|
|
$
|
83,381,387
|
|
$
|
47,155,548
|
|
$
|
(471,983)
|
|
$
|
2,599,258
|
|
$
|
141,498,373
|
|
51 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,148,489
|
|
$
|
9,624,009
|
|
$
|
6,551,980
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,472,116
|
|
|
7,728,568
|
|
|
5,998,319
|
|
Provision for doubtful accounts
|
|
|
32,933
|
|
|
62,909
|
|
|
-
|
|
Compensation expense relating to stock and stock option grants
|
|
|
381,976
|
|
|
453,686
|
|
|
566,593
|
|
Net (gain) loss on disposal of fixed assets
|
|
|
14,562
|
|
|
(12,082)
|
|
|
15,195
|
|
Foreign currency transaction adjustment
|
|
|
244,225
|
|
|
-
|
|
|
-
|
|
Profit sharing and equity from earnings of OC-BVI
|
|
|
(1,337,352)
|
|
|
(2,464,773)
|
|
|
(588,331)
|
|
Impairment losses
|
|
|
200,000
|
|
|
521,444
|
|
|
-
|
|
Unrealized (gain) loss on marketable securities
|
|
|
(17,137)
|
|
|
(73,966)
|
|
|
3,628
|
|
Change in:
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
|
-
|
|
|
-
|
|
|
(8,500,000)
|
|
Accounts receivable
|
|
|
(6,387,463)
|
|
|
(4,092,859)
|
|
|
3,709,123
|
|
Inventory
|
|
|
(65,637)
|
|
|
(922,840)
|
|
|
(239,386)
|
|
Prepaid expenses and other assets
|
|
|
(930,839)
|
|
|
(679,794)
|
|
|
609,037
|
|
Accounts payable and other liabilities
|
|
|
1,987,661
|
|
|
1,412,524
|
|
|
420,601
|
|
Net cash provided by operating activities
|
|
|
8,743,534
|
|
|
11,556,826
|
|
|
8,546,759
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Additions to property, plant and equipment and construction in progress
|
|
|
(4,315,389)
|
|
|
(4,574,173)
|
|
|
(14,057,876)
|
|
Proceeds from sale of equipment
|
|
|
13,740
|
|
|
-
|
|
|
-
|
|
Distribution of earnings from OC-BVI
|
|
|
1,439,250
|
|
|
2,287,650
|
|
|
202,631
|
|
Collections on loans receivable
|
|
|
1,812,533
|
|
|
1,753,771
|
|
|
1,733,746
|
|
Collections on loan receivable from OC-BVI
|
|
|
-
|
|
|
-
|
|
|
1,450,000
|
|
Payment for investment in land
|
|
|
(2,125,566)
|
|
|
-
|
|
|
-
|
|
Payment for NSC option agreement
|
|
|
-
|
|
|
(300,000)
|
|
|
-
|
|
Release of previously restricted cash balances
|
|
|
-
|
|
|
7,500,000
|
|
|
(7,500,000)
|
|
Net cash provided by (used in) investing activities
|
|
|
(3,175,432)
|
|
|
6,667,248
|
|
|
(18,171,499)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
(4,399,091)
|
|
|
(4,450,392)
|
|
|
(4,850,914)
|
|
Issuance (repurchase) of redeemable preferred stock, net
|
|
|
9,313
|
|
|
1,154
|
|
|
1,542
|
|
Proceeds received from exercise of stock options
|
|
|
500,505
|
|
|
-
|
|
|
-
|
|
Principal repayments of long term debt
|
|
|
(1,724,025)
|
|
|
(10,125,150)
|
|
|
(1,531,946)
|
|
Capital contribution from non-controlling interest
|
|
|
142,105
|
|
|
135,000
|
|
|
-
|
|
Borrowings (repayment) of non-revolving credit facility
|
|
|
-
|
|
|
(7,500,000)
|
|
|
7,500,000
|
|
Net cash provided by (used in) financing activities
|
|
|
(5,471,193)
|
|
|
(21,939,388)
|
|
|
1,118,682
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(363,048)
|
|
|
(16,210)
|
|
|
-
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(266,139)
|
|
|
(3,731,524)
|
|
|
(8,506,058)
|
|
Cash and cash equivalents at beginning of period
|
|
|
33,892,655
|
|
|
37,624,179
|
|
|
46,130,237
|
|
Cash and cash equivalents at end of period
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
$
|
37,624,179
|
|
52 | ||
|
53 | ||
|
Buildings
|
|
5
to
40
years
|
Plant and equipment
|
|
4
to
40
years
|
Distribution system
|
|
3
to
40
years
|
Office furniture, fixtures and equipment
|
|
3
to
10
years
|
Vehicles
|
|
3
to
10
years
|
Leasehold improvements
|
|
Shorter of 5 years or lease term
|
Lab equipment
|
|
5
to
10
years
|
54 | ||
|
|
|
2013
|
|
2012
|
|
||||||||
Method
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Discounted cash flow
|
|
50
|
%
|
50
|
%
|
|
|
20
|
%
|
30
|
%
|
|
|
Subject company stock price
|
|
30
|
%
|
30
|
%
|
|
|
60
|
%
|
50
|
%
|
10
|
%
|
Guideline public company
|
|
10
|
%
|
10
|
%
|
|
|
10
|
%
|
10
|
%
|
|
|
Mergers and acquisitions
|
|
10
|
%
|
10
|
%
|
|
|
10
|
%
|
10
|
%
|
|
|
Net asset value
|
|
|
|
|
|
|
|
|
|
|
|
90
|
%
|
|
|
100
|
%
|
100
|
%
|
|
|
100
|
%
|
100
|
%
|
100
|
%
|
55 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Bank accounts:
|
|
|
|
|
|
|
|
United States dollar
|
|
$
|
10,484,207
|
|
$
|
7,139,591
|
|
Cayman Islands dollar
|
|
|
5,275,615
|
|
|
10,907,483
|
|
Bahamian dollar
|
|
|
3,090,021
|
|
|
13,308,338
|
|
Belize dollar
|
|
|
3,055,990
|
|
|
2,007,243
|
|
Bermudian dollar
|
|
|
6,759
|
|
|
11,930
|
|
Mexican Peso
|
|
|
11,227
|
|
|
14,198
|
|
Euro
|
|
|
22,731
|
|
|
14,264
|
|
Singapore dollar
|
|
|
27,644
|
|
|
8,190
|
|
Indonesian Rupiah
|
|
|
84,058
|
|
|
112,442
|
|
|
|
|
22,058,252
|
|
|
33,523,679
|
|
|
|
|
|
|
|
|
|
Short term deposits:
|
|
|
|
|
|
|
|
United States dollar
|
|
|
527,580
|
|
|
368,976
|
|
Bahamian dollar
|
|
|
11,040,684
|
|
|
-
|
|
|
|
|
11,568,264
|
|
|
368,976
|
|
Total cash and cash equivalents
|
|
$
|
33,626,516
|
|
$
|
33,892,655
|
|
56 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Trade accounts receivable
|
|
$
|
18,666,283
|
|
$
|
12,098,566
|
|
Receivable from affiliate
|
|
|
53,867
|
|
|
110,544
|
|
Other accounts receivable
|
|
|
362,453
|
|
|
530,399
|
|
|
|
|
19,082,603
|
|
|
12,739,509
|
|
Allowance for doubtful accounts
|
|
|
(223,043)
|
|
|
(223,043)
|
|
|
|
$
|
18,859,560
|
|
$
|
12,516,466
|
|
|
|
Year ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Opening allowance for doubtful accounts
|
|
$
|
223,043
|
|
$
|
160,134
|
|
Provision for doubtful accounts
|
|
|
32,933
|
|
|
62,909
|
|
Accounts written off during the year
|
|
|
(32,933)
|
|
|
-
|
|
Ending allowance for doubtful accounts
|
|
$
|
223,043
|
|
$
|
223,043
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Water stock
|
|
$
|
28,222
|
|
$
|
32,515
|
|
Consumables stock
|
|
|
224,584
|
|
|
276,568
|
|
Spare parts stock
|
|
|
5,334,418
|
|
|
5,418,759
|
|
Total inventory
|
|
|
5,587,224
|
|
|
5,727,842
|
|
Less current portion
|
|
|
1,383,135
|
|
|
1,757,601
|
|
Inventory (non-current)
|
|
$
|
4,204,089
|
|
$
|
3,970,241
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
All loans receivable are due from the Water Authority Cayman and consisted of:
|
|
|
|
|
|
|
|
Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to May 2019, and secured by the machinery and equipment of the North Side Water Works plant.
|
|
$
|
6,912,337
|
|
$
|
7,925,386
|
|
Two loans originally aggregating $1,738,000, bearing interest at 5% per annum, receivable in aggregate monthly installments of $24,565 to March 2014, and secured by the machinery and equipment of the North Sound plant.
|
|
|
73,084
|
|
|
356,474
|
|
Two loans originally aggregating $3,671,039, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $54,513 to June 2017, and secured by the machinery and equipment of the Red Gate plant.
|
|
|
2,042,858
|
|
|
2,546,325
|
|
Two loans originally aggregating $897,000, bearing interest at 5% per annum, receivable in aggregate monthly installments of $12,678 to January 2013, and secured by the machinery and equipment of the Lower Valley plant.
|
|
|
-
|
|
|
12,626
|
|
Total loans receivable
|
|
|
9,028,279
|
|
|
10,840,811
|
|
Less current portion
|
|
|
1,691,102
|
|
|
1,812,532
|
|
Loans receivable, excluding current portion
|
|
$
|
7,337,177
|
|
$
|
9,028,279
|
|
57 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Land
|
|
$
|
3,223,361
|
|
$
|
3,223,361
|
|
Buildings
|
|
|
18,054,305
|
|
|
17,751,797
|
|
Plant and equipment
|
|
|
60,416,031
|
|
|
57,635,523
|
|
Distribution system
|
|
|
24,974,214
|
|
|
24,213,390
|
|
Office furniture, fixtures and equipment
|
|
|
2,825,009
|
|
|
2,644,900
|
|
Vehicles
|
|
|
1,237,736
|
|
|
1,182,782
|
|
Leasehold improvements
|
|
|
235,930
|
|
|
228,007
|
|
Lab equipment
|
|
|
29,871
|
|
|
19,192
|
|
|
|
|
110,996,457
|
|
|
106,898,952
|
|
Less accumulated depreciation
|
|
|
52,393,571
|
|
|
47,905,546
|
|
Property, plant and equipment, net
|
|
$
|
58,602,886
|
|
$
|
58,993,406
|
|
Construction in progress
|
|
$
|
1,450,417
|
|
$
|
2,612,800
|
|
58 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Current assets
|
|
$
|
3,422,328
|
|
$
|
3,033,939
|
|
Non-current assets
|
|
|
5,923,387
|
|
|
6,730,121
|
|
Total assets
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Current liabilities
|
|
$
|
717,890
|
|
$
|
937,965
|
|
Non-current liabilities
|
|
|
1,688,850
|
|
|
1,743,077
|
|
Total liabilities
|
|
$
|
2,406,740
|
|
$
|
2,681,042
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
(1)
|
|
|||
Revenues
|
|
$
|
4,711,091
|
|
$
|
4,371,520
|
|
$
|
3,925,108
|
|
Gross Profit
|
|
$
|
1,824,271
|
|
$
|
1,545,568
|
|
$
|
1,453,878
|
|
Income from operations
|
|
$
|
866,528
|
|
$
|
496,755
|
|
$
|
833,056
|
|
Other income (expense), net (2)
|
|
$
|
1,411,931
|
|
$
|
4,410,425
|
|
$
|
1,123,310
|
|
Net income attributable to controlling interests
|
|
$
|
2,250,667
|
|
$
|
4,873,236
|
|
$
|
1,926,597
|
|
|
(1)
|
The Company reclassified $1.0 million presented as revenues in 2011 to Other income Court award Baughers Bay dispute, to conform to the current year’s presentation.
|
|
(2)
|
Other income (expense), net, includes $2.0 million, $4.7 million and $1.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, in award amounts received under the Court ruling for the Baughers Bay litigation.
|
59 | ||
|
60 | ||
|
61 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cost
|
|
|
|
|
|
|
|
Intangible asset management service agreement
|
|
$
|
856,356
|
|
$
|
856,356
|
|
Belize water production and supply agreement
|
|
|
1,522,419
|
|
|
1,522,419
|
|
Usufruct option
|
|
|
300,000
|
|
|
300,000
|
|
|
|
|
2,678,775
|
|
|
2,678,775
|
|
Accumulated amortization
|
|
|
|
|
|
|
|
Intangible asset management service agreement
|
|
|
(570,904)
|
|
|
(428,569)
|
|
Belize water production and supply agreement
|
|
|
(723,883)
|
|
|
(657,691)
|
|
Usufruct option
|
|
|
(287,500)
|
|
|
(137,500)
|
|
|
|
|
(1,582,287)
|
|
|
(1,223,760)
|
|
Intangible assets, net
|
|
$
|
1,096,488
|
|
$
|
1,455,015
|
|
2014
|
|
|
221,418
|
|
2015
|
|
|
208,918
|
|
2016
|
|
|
66,192
|
|
2017
|
|
|
66,192
|
|
2018
|
|
|
66,192
|
|
Thereafter
|
|
|
467,576
|
|
|
|
$
|
1,096,488
|
|
62 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
First Quarter
|
|
$
|
0.075
|
|
$
|
0.075
|
|
$
|
0.075
|
|
Second Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
Third Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
Fourth Quarter
|
|
|
0.075
|
|
|
0.075
|
|
|
0.075
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Fixed rate bonds bearing interest at a rate of 5.95%; maturing on August 4, 2016; repayable in quarterly installments of $526,010; secured through an inter-creditor agreement with the Republic Bank & Trust by substantially all of the Company’s assets. Redeemable in full at any time after August 4, 2009 at a premium of 1.5% of the outstanding principal and accrued interest on the bonds on the date of redemption.
|
|
$
|
5,301,328
|
|
$
|
7,025,353
|
|
Total debt
|
|
|
5,301,328
|
|
|
7,025,353
|
|
Less discount
|
|
|
96,161
|
|
|
172,693
|
|
Less current portion
|
|
|
5,205,167
|
|
|
1,647,493
|
|
Long term debt, excluding current portion
|
|
$
|
-
|
|
$
|
5,205,167
|
|
63 | ||
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cost of revenues consist of:
|
|
|
|
|
|
|
|
|
|
|
Electricity
|
|
$
|
13,634,617
|
|
$
|
14,473,583
|
|
$
|
12,622,788
|
|
Depreciation
|
|
|
4,822,967
|
|
|
6,959,912
|
|
|
5,537,098
|
|
Fuel oil
|
|
|
10,106,409
|
|
|
10,078,724
|
|
|
7,195,692
|
|
Employee costs
|
|
|
4,422,093
|
|
|
4,423,899
|
|
|
4,276,682
|
|
Maintenance
|
|
|
2,332,893
|
|
|
2,849,453
|
|
|
2,140,776
|
|
Royalties
|
|
|
1,357,988
|
|
|
1,451,672
|
|
|
1,406,160
|
|
Insurance
|
|
|
1,499,201
|
|
|
1,625,733
|
|
|
1,545,771
|
|
Other
|
|
|
2,140,084
|
|
|
1,595,284
|
|
|
1,407,458
|
|
|
|
$
|
40,316,252
|
|
$
|
43,458,260
|
|
$
|
36,132,425
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist of:
|
|
|
|
|
|
|
|
|
|
|
Employee costs
|
|
$
|
6,218,948
|
|
$
|
5,751,142
|
|
$
|
5,265,360
|
|
Insurance
|
|
|
969,370
|
|
|
968,662
|
|
|
965,003
|
|
Professional fees
|
|
|
1,798,939
|
|
|
2,097,294
|
|
|
3,112,678
|
|
Directors’ fees and expenses
|
|
|
853,478
|
|
|
608,429
|
|
|
551,132
|
|
Depreciation
|
|
|
290,622
|
|
|
421,851
|
|
|
252,303
|
|
Other
|
|
|
5,712,946
|
|
|
4,695,439
|
|
|
3,505,174
|
|
|
|
$
|
15,844,303
|
|
$
|
14,542,817
|
|
$
|
13,651,650
|
|
|
|
Year ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net income attributable to Consolidated Water Co. Ltd. Common stockholders
|
|
$
|
8,594,519
|
|
$
|
9,315,514
|
|
$
|
6,113,218
|
|
Less: preferred stock dividends
|
|
|
(11,222)
|
|
|
(9,080)
|
|
|
(7,040)
|
|
Net income available to common shares in the determination of basic earnings per common share
|
|
$
|
8,583,297
|
|
$
|
9,306,434
|
|
$
|
6,106,178
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
14,633,884
|
|
|
14,578,518
|
|
|
14,560,259
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of preferred shares outstanding during the period
|
|
|
34,827
|
|
|
27,057
|
|
|
19,892
|
|
Potential dilutive effect of unexercised options
|
|
|
35,169
|
|
|
573
|
|
|
15,862
|
|
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
|
|
|
14,703,880
|
|
|
14,606,148
|
|
|
14,596,013
|
|
64 | ||
|
|
|
Year ended December 31, 2013
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
23,018,498
|
|
$
|
39,960,220
|
|
$
|
843,413
|
|
$
|
63,822,131
|
|
Cost of revenues
|
|
|
11,023,096
|
|
|
28,212,896
|
|
|
1,080,260
|
|
|
40,316,252
|
|
Gross profit
|
|
|
11,995,402
|
|
|
11,747,324
|
|
|
(236,847)
|
|
|
23,505,879
|
|
General and administrative expenses
|
|
|
10,812,877
|
|
|
1,643,869
|
|
|
3,387,557
|
|
|
15,844,303
|
|
Income (loss) from operations
|
|
|
1,182,525
|
|
|
10,103,455
|
|
|
(3,624,404)
|
|
|
7,661,576
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
1,486,913
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
9,148,489
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
553,970
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
8,594,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment, net
|
|
$
|
26,339,461
|
|
$
|
31,736,774
|
|
$
|
526,651
|
|
$
|
58,602,886
|
|
Construction in progress
|
|
|
1,181,628
|
|
|
98,807
|
|
|
169,982
|
|
|
1,450,417
|
|
Goodwill
|
|
|
1,170,511
|
|
|
2,328,526
|
|
|
-
|
|
|
3,499,037
|
|
Total assets
|
|
|
115,659,023
|
|
|
42,094,311
|
|
|
7,611,520
|
|
|
165,364,854
|
|
|
|
Year ended December 31, 2012
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
24,222,895
|
|
$
|
40,758,182
|
|
$
|
469,625
|
|
$
|
65,450,702
|
|
Cost of revenues
|
|
|
11,548,255
|
|
|
31,679,887
|
|
|
230,118
|
|
|
43,458,260
|
|
Gross profit
|
|
|
12,674,640
|
|
|
9,078,295
|
|
|
239,507
|
|
|
21,992,442
|
|
General and administrative expenses
|
|
|
11,304,528
|
|
|
1,384,527
|
|
|
1,853,762
|
|
|
14,542,817
|
|
Impairment losses
|
|
|
-
|
|
|
432,727
|
|
|
88,717
|
|
|
521,444
|
|
Income (loss) from operations
|
|
|
1,370,112
|
|
|
7,261,041
|
|
|
(1,702,972)
|
|
|
6,928,181
|
|
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
2,695,828
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
9,624,009
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
308,495
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
9,315,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property plant and equipment, net
|
|
$
|
24,021,301
|
|
$
|
34,308,805
|
|
$
|
663,300
|
|
$
|
58,993,406
|
|
Construction in progress
|
|
|
2,342,248
|
|
|
270,552
|
|
|
-
|
|
|
2,612,800
|
|
Goodwill
|
|
|
1,170,511
|
|
|
2,328,526
|
|
|
-
|
|
|
3,499,037
|
|
Total assets
|
|
|
63,649,696
|
|
|
83,177,550
|
|
|
3,621,840
|
|
|
150,449,086
|
|
65 | ||
|
|
|
Year ended December 31, 2011
|
|
||||||||||
|
|
Retail
|
|
Bulk
|
|
Services
|
|
Total
|
|
||||
Revenues
|
|
$
|
23,356,338
|
|
$
|
30,757,874
|
|
$
|
1,040,280
|
|
$
|
55,154,492
|
|
Cost of revenues
|
|
|
11,496,598
|
|
|
24,127,488
|
|
|
508,339
|
|
|
36,132,425
|
|
Gross profit
|
|
|
11,859,740
|
|
|
6,630,386
|
|
|
531,941
|
|
|
19,022,067
|
|
General and administrative expenses
|
|
|
9,102,291
|
|
|
1,285,121
|
|
|
3,264,238
|
|
|
13,651,650
|
|
Income (loss) from operations
|
|
|
2,757,449
|
|
|
5,345,265
|
|
|
(2,732,297)
|
|
|
5,370,417
|
|
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
1,181,563
|
|
Consolidated net income
|
|
|
|
|
|
|
|
|
|
|
|
6,551,980
|
|
Income attributable to non-controlling interests
|
|
|
|
|
|
|
|
|
|
|
|
438,762
|
|
Net income attributable to Consolidated Water Co. Ltd. stockholders
|
|
|
|
|
|
|
|
|
|
|
$
|
6,113,218
|
|
|
|
Year ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Cayman Islands
|
|
$
|
31,164,165
|
|
|
$
|
33,661,440
|
|
|
$
|
32,223,536
|
|
Bahamas
|
|
|
29,192,529
|
|
|
|
28,996,724
|
|
|
|
19,825,070
|
|
Indonesia
|
|
|
144,030
|
|
|
|
-
|
|
|
|
-
|
|
Belize
|
|
|
2,536,780
|
|
|
|
2,322,913
|
|
|
|
2,065,606
|
|
Bermuda
|
|
|
-
|
|
|
|
-
|
|
|
|
722,774
|
|
Revenues earned from management services agreement with OC-BVI
|
|
|
784,627
|
|
|
|
469,625
|
|
|
|
317,506
|
|
|
|
$
|
63,822,131
|
|
|
$
|
65,450,702
|
|
|
$
|
55,154,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues earned from major customers were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
Revenues earned from the Water and Sewerage Corporation ("WSC")
|
|
$
|
28,861,195
|
|
|
$
|
28,765,529
|
|
|
$
|
19,610,650
|
|
Percentage of total revenues from the WSC
|
|
|
45
|
%
|
|
|
44
|
%
|
|
|
36
|
%
|
Revenues earned from the Water Authority - Cayman ("WAC")
|
|
$
|
8,230,912
|
|
|
$
|
9,438,545
|
|
|
$
|
8,867,198
|
|
Percentage of total revenues from the WAC
|
|
|
13
|
%
|
|
|
14
|
%
|
|
|
16
|
%
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Cayman Islands
|
|
$
|
23,907,080
|
|
$
|
24,004,499
|
|
Bahamas
|
|
|
31,907,625
|
|
|
33,710,233
|
|
Belize
|
|
|
1,046,184
|
|
|
1,134,721
|
|
All other countries
|
|
|
1,741,997
|
|
|
143,953
|
|
|
|
$
|
58,602,886
|
|
$
|
58,993,406
|
|
66 | ||
|
2014
|
|
$
|
566,721
|
|
2015
|
|
|
461,147
|
|
2016
|
|
|
294,408
|
|
2017
|
|
|
247,192
|
|
2018
|
|
|
247,192
|
|
Thereafter
|
|
|
3,419,487
|
|
|
|
$
|
5,236,147
|
|
67 | ||
|
68 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
Risk free interest rate
|
|
0.47
|
%
|
0.26
|
%
|
1.33
|
%
|
Expected option life (years)
|
|
1.7
|
|
1.5
|
|
3.4
|
|
Expected volatility
|
|
27.87
|
%
|
43.43
|
%
|
68.18
|
%
|
Expected dividend yield
|
|
2.71
|
%
|
3.78
|
%
|
2.89
|
%
|
|
|
Options
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (1) |
|
|||
Outstanding at beginning of period
|
|
315,654
|
|
$
|
13.56
|
|
|
|
|
|
|
|
Granted
|
|
16,780
|
|
|
8.24
|
|
|
|
|
|
|
|
Exercised
|
|
(65,559)
|
|
|
7.90
|
|
|
|
|
|
|
|
Forfeited/expired
|
|
(42,531)
|
|
|
24.14
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2013
|
|
224,344
|
|
$
|
12.82
|
|
1.80
|
years
|
|
$
|
772,522
|
|
Exercisable as of December 31, 2013
|
|
154,211
|
|
$
|
13.94
|
|
1.28
|
years
|
|
$
|
510,184
|
|
|
(1)
|
The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $
14.10
on the Nasdaq Global Select Market on December 31, 2013, exceeds the exercise price of the option.
|
69 | ||
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Options granted with an exercise price below market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Employees preferred stock
|
|
$
|
4.65
|
|
$
|
1.28
|
|
$
|
1.47
|
|
Overall weighted average
|
|
$
|
4.65
|
|
$
|
1.28
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted with an exercise price at market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Management common stock
|
|
$
|
-
|
|
$
|
-
|
|
$
|
4.45
|
|
Other employees common stock
|
|
$
|
3.18
|
|
$
|
3.28
|
|
$
|
4.17
|
|
Overall weighted average
|
|
$
|
3.18
|
|
$
|
3.28
|
|
$
|
4.44
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted with an exercise price above market price on the date of grant:
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Other employees
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Overall weighted average
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intrinsic value of options exercised
|
|
$
|
190,212
|
|
$
|
1,799
|
|
$
|
1,325
|
|
70 | ||
|
|
|
December 31, 2013
|
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
$
|
8,587,475
|
|
$
|
-
|
|
$
|
-
|
|
$
|
8,587,475
|
|
Nonrecurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in affiliate
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,623,448
|
|
$
|
6,623,448
|
|
|
|
December 31, 2012
|
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
$
|
8,570,338
|
|
$
|
-
|
|
$
|
-
|
|
$
|
8,570,338
|
|
Nonrecurring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in affiliate
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,925,346
|
|
$
|
6,925,346
|
|
71 | ||
|
Balance as of December 31, 2012
|
|
$
|
6,925,346
|
|
Profit sharing and equity from earnings of OC-BVI
|
|
|
1,337,352
|
|
Distribution of earnings from OC-BVI
|
|
|
(1,439,250)
|
|
Impairment of Investment in OC-BVI (See Note 8)
|
|
|
(200,000)
|
|
Balance as of December 31, 2013
|
|
$
|
6,623,448
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Interest paid in cash, net of capitalized interest of $246,851 in 2011
|
|
$
|
380,014
|
|
$
|
670,042
|
|
$
|
962,744
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
Transfers from (to) inventory to (from) property plant and equipment, net
|
|
$
|
181,875
|
|
$
|
508,107
|
|
$
|
(100,000)
|
|
Issuance of 25,111, 21,686 and 11,158, respectively, of common stock for
services rendered |
|
$
|
217,826
|
|
$
|
175,313
|
|
$
|
104,443
|
|
Issuance of 10,180, 10,033 and 7,455, respectively, of redeemable
preferred stock for services rendered |
|
$
|
110,249
|
|
$
|
77,856
|
|
$
|
65,902
|
|
Conversion (on a one-to-one basis) of 4,720, 2,629 and 2,145,
respectively, of redeemable preferred stock to common stock |
|
$
|
2,832
|
|
$
|
1,577
|
|
$
|
1,287
|
|
Dividends declared but not paid
|
|
$
|
1,104,271
|
|
$
|
1,096,746
|
|
$
|
1,094,334
|
|
Obligation incurred for investment in land
|
|
$
|
10,050,000
|
|
$
|
-
|
|
$
|
-
|
|
72 | ||
|
73 | ||
|
74 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
456,927
|
|
$
|
1,009,942
|
|
Accounts receivable
|
|
|
2,751,830
|
|
|
1,797,093
|
|
Inventory
|
|
|
65,391
|
|
|
126,689
|
|
Prepaid expenses and other assets
|
|
|
148,180
|
|
|
100,215
|
|
Total current assets
|
|
|
3,422,328
|
|
|
3,033,939
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
5,244,526
|
|
|
6,033,423
|
|
Inventory non-current
|
|
|
216,361
|
|
|
204,198
|
|
Other assets
|
|
|
462,500
|
|
|
492,500
|
|
Total assets
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Accounts payable and other liabilities
|
|
$
|
717,887
|
|
$
|
937,965
|
|
Total current liabilities
|
|
|
717,887
|
|
|
937,965
|
|
|
|
|
|
|
|
|
|
Profit sharing obligation
|
|
|
1,688,850
|
|
|
1,743,077
|
|
Total liabilities
|
|
|
2,406,737
|
|
|
2,681,042
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Class A, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding
555,000 shares |
|
|
555,000
|
|
|
555,000
|
|
Class B, voting shares, $1 par value. Authorized 600,000 shares: issued and outstanding
555,000 shares |
|
|
555,000
|
|
|
555,000
|
|
Class C, non-voting shares, $1 par value. Authorized 600,000 shares: issued and
outstanding 165,000 shares |
|
|
165,000
|
|
|
165,000
|
|
Additional paid-in capital
|
|
|
225,659
|
|
|
225,659
|
|
Retained earnings
|
|
|
5,315,632
|
|
|
5,487,465
|
|
Total OC-BVI stockholders’ equity
|
|
|
6,816,291
|
|
|
6,988,124
|
|
Non-controlling interest
|
|
|
122,687
|
|
|
94,894
|
|
Total equity
|
|
|
6,938,978
|
|
|
7,083,018
|
|
Total liabilities and equity
|
|
$
|
9,345,715
|
|
$
|
9,764,060
|
|
75 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Revenues
|
|
$
|
4,711,091
|
|
$
|
4,371,520
|
|
$
|
3,925,108
|
|
Cost of revenues
|
|
|
2,886,820
|
|
|
2,825,952
|
|
|
2,471,230
|
|
Gross profit
|
|
|
1,824,271
|
|
|
1,545,568
|
|
|
1,453,878
|
|
General and administrative expenses
|
|
|
957,743
|
|
|
1,048,813
|
|
|
620,822
|
|
Income from operations
|
|
|
866,528
|
|
|
496,755
|
|
|
833,056
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
-
|
|
|
117,918
|
|
|
159,097
|
|
Interest expense
|
|
|
-
|
|
|
-
|
|
|
(35,787)
|
|
Profit sharing expense
|
|
|
(715,273)
|
|
|
(686,908)
|
|
|
-
|
|
Court award - Baughers Bay dispute
|
|
|
2,000,000
|
|
|
4,688,321
|
|
|
1,000,000
|
|
Other income
|
|
|
127,205
|
|
|
291,094
|
|
|
-
|
|
Other income (expense), net
|
|
|
1,411,932
|
|
|
4,410,425
|
|
|
1,123,310
|
|
Net income
|
|
|
2,278,460
|
|
|
4,907,180
|
|
|
1,956,366
|
|
Income attributable to non-controlling interests
|
|
|
27,793
|
|
|
33,944
|
|
|
29,769
|
|
Net income attributable to controlling interests
|
|
$
|
2,250,667
|
|
$
|
4,873,236
|
|
$
|
1,926,597
|
|
76 | ||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
Non-
|
|
Total
|
|
|||
|
|
Common
|
|
paid-in
|
|
Retained
|
|
controlling
|
|
stockholders'
|
|
||||||||
|
|
Shares
|
|
Dollars
|
|
capital
|
|
earnings
|
|
interest
|
|
equity
|
|
||||||
Balance as of December 31, 2010
|
|
|
1,275,000
|
|
$
|
1,275,000
|
|
$
|
225,659
|
|
$
|
2,879,195
|
|
$
|
31,181
|
|
$
|
4,411,035
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,926,597
|
|
|
29,769
|
|
|
1,956,366
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(532,313)
|
|
|
-
|
|
|
(532,313)
|
|
Balance as of December 31, 2011
|
|
|
1,275,000
|
|
|
1,275,000
|
|
|
225,659
|
|
|
4,273,479
|
|
|
60,950
|
|
|
5,835,088
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,873,236
|
|
|
33,944
|
|
|
4,907,180
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(3,659,250)
|
|
|
-
|
|
|
(3,659,250)
|
|
Balance as of December 31, 2012
|
|
|
1,275,000
|
|
|
1,275,000
|
|
|
225,659
|
|
|
5,487,465
|
|
|
94,894
|
|
|
7,083,018
|
|
Net income
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,250,667
|
|
|
27,793
|
|
|
2,278,460
|
|
Dividends declared
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,422,500)
|
|
|
-
|
|
|
(2,422,500)
|
|
Balance as of December 31, 2013
|
|
|
1,275,000
|
|
$
|
1,275,000
|
|
$
|
225,659
|
|
$
|
5,315,632
|
|
$
|
122,687
|
|
$
|
6,938,978
|
|
77 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
2,278,460
|
|
$
|
4,907,180
|
|
$
|
1,956,366
|
|
Add (deduct) items not affecting cash
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
790,785
|
|
|
789,706
|
|
|
787,502
|
|
Profit sharing
|
|
|
715,273
|
|
|
686,908
|
|
|
-
|
|
(Increase) decrease in accounts receivable
|
|
|
(954,737)
|
|
|
196,146
|
|
|
(927,718)
|
|
(Increase) decrease in inventory
|
|
|
49,135
|
|
|
56,151
|
|
|
45,554
|
|
(Increase) decrease in prepaid expenses and other assets
|
|
|
(17,965)
|
|
|
38,346
|
|
|
21,225
|
|
Increase (decrease) in accounts payable and other liabilities
|
|
|
(220,078)
|
|
|
(1,057,694)
|
|
|
66,742
|
|
Net cash provided by operating activities
|
|
|
2,640,873
|
|
|
5,616,743
|
|
|
1,949,671
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(1,888)
|
|
|
(12,185)
|
|
|
(23,545)
|
|
Net cash (used in) investing activities
|
|
|
(1,888)
|
|
|
(12,185)
|
|
|
(23,545)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Profit sharing rights paid
|
|
|
(769,500)
|
|
|
(1,192,725)
|
|
|
(138,712)
|
|
Principal repayments of long term debt
|
|
|
-
|
|
|
-
|
|
|
(1,450,000)
|
|
Dividends paid
|
|
|
(2,422,500)
|
|
|
(3,742,500)
|
|
|
(449,063)
|
|
Net cash (used in) financing activities
|
|
|
(3,192,000)
|
|
|
(4,935,225)
|
|
|
(2,037,775)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(553,015)
|
|
|
669,333
|
|
|
(111,649)
|
|
Cash and cash equivalents at the beginning of the year
|
|
|
1,009,942
|
|
|
340,609
|
|
|
452,258
|
|
Cash and cash equivalents at the end of the year
|
|
$
|
456,927
|
|
$
|
1,009,942
|
|
$
|
340,609
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid in cash
|
|
$
|
-
|
|
$
|
-
|
|
$
|
39,616
|
|
Non-cash transactions
|
|
|
|
|
|
|
|
|
|
|
Transfers from inventory to property, plant and equipment, net
|
|
$
|
-
|
|
$
|
8,852
|
|
$
|
-
|
|
78 | ||
|
Plant and equipment
|
|
4 to 14 years
|
Office furniture, fixtures and equipment
|
|
3 to 10 years
|
Vehicles
|
|
3 to 10 years
|
Lab equipment
|
|
5 to 10 years
|
79 | ||
|
80 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Consumables stock
|
|
$
|
23,466
|
|
$
|
22,279
|
|
Spare parts inventory
|
|
|
258,286
|
|
|
308,608
|
|
Total inventory
|
|
|
281,752
|
|
|
330,887
|
|
Less current portion
|
|
|
65,391
|
|
|
126,689
|
|
Inventory (non-current)
|
|
$
|
216,361
|
|
$
|
204,198
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Buildings
|
|
$
|
3,599,824
|
|
$
|
3,599,824
|
|
Plant and equipment
|
|
|
5,712,027
|
|
|
5,720,879
|
|
Office furniture, fixtures and equipment
|
|
|
36,789
|
|
|
36,402
|
|
Vehicles
|
|
|
45,928
|
|
|
71,328
|
|
Tools & test equipment
|
|
|
9,622
|
|
|
21,259
|
|
|
|
|
9,404,190
|
|
|
9,449,692
|
|
Accumulated depreciation
|
|
|
(4,159,664)
|
|
|
(3,416,269)
|
|
Property, plant and equipment, net
|
|
$
|
5,244,526
|
|
$
|
6,033,423
|
|
81 | ||
|
2014
|
|
$
|
23,662
|
|
2015
|
|
|
23,662
|
|
2016
|
|
|
23,662
|
|
2017
|
|
|
23,662
|
|
2018
|
|
|
23,662
|
|
Thereafter
|
|
|
205,635
|
|
|
|
$
|
323,945
|
|
82 | ||
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Cost of water sales consist of:
|
|
|
|
|
|
|
|
|
|
|
Fuel oil
|
|
$
|
55,024
|
|
$
|
42,747
|
|
$
|
79,089
|
|
Electricity
|
|
|
1,173,660
|
|
|
1,161,957
|
|
|
982,025
|
|
Maintenance
|
|
|
109,782
|
|
|
180,960
|
|
|
66,279
|
|
Depreciation
|
|
|
789,342
|
|
|
787,897
|
|
|
787,334
|
|
Employee costs
|
|
|
385,943
|
|
|
229,910
|
|
|
206,306
|
|
Insurance
|
|
|
72,974
|
|
|
73,210
|
|
|
66,268
|
|
Other
|
|
|
300,095
|
|
|
349,271
|
|
|
283,929
|
|
|
|
$
|
2,886,820
|
|
$
|
2,825,952
|
|
$
|
2,471,230
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses consist of:
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
$
|
627,725
|
|
$
|
626,153
|
|
$
|
367,593
|
|
Directors fees and expenses
|
|
|
78,735
|
|
|
158,242
|
|
|
48,750
|
|
Professional fees
|
|
|
18,900
|
|
|
112,221
|
|
|
18,900
|
|
Employee costs
|
|
|
65,301
|
|
|
65,482
|
|
|
59,253
|
|
Depreciation
|
|
|
1,443
|
|
|
1,809
|
|
|
168
|
|
Other
|
|
|
165,639
|
|
|
84,906
|
|
|
126,158
|
|
|
|
$
|
957,743
|
|
$
|
1,048,813
|
|
$
|
620,822
|
|
83 | ||
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Opening balance
|
|
$
|
1,743,077
|
|
$
|
2,218,519
|
|
Additions
|
|
|
715,273
|
|
|
686,908
|
|
Distributions paid and accrued
|
|
|
(769,500)
|
|
|
(1,162,350)
|
|
Ending balance
|
|
$
|
1,688,850
|
|
$
|
1,743,077
|
|
84 | ||
|
85 | ||
|
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES |
(a) | Management’s Annual Report on Internal Control Over Financial Reporting |
• | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
• | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
• | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
86 | ||
|
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. | EXECUTIVE COMPENSATION |
87 | ||
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
ITEM 15. | EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
88 | ||
|
Number
|
|
Exhibit Description
|
|
|
|
3.1
|
|
Amended and Restated Memorandum of Association of Consolidated Water Co. Ltd. dated May 14, 2008 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed June 6, 2008, Commission File No. 0-25248)
|
|
|
|
3.2
|
|
Amended and Restated Articles of Association of Consolidated Water Co. Ltd. dated May 10, 2006 (incorporated by reference to Exhibit 4.2 filed as part of our Form F-3 filed October 12, 2006, Commission File No. 333-137970)
|
|
|
|
3.3
|
|
Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 11, 2007 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 14, 2007, Commission File No. 0-25248)
|
|
|
|
3.4
|
|
Amendment to Articles of Association of Consolidated Water Co. Ltd. dated May 26, 2009 (incorporated by reference to Exhibit 3.1 filed as part of our Form 8-K filed May 27, 2009, Commission File No. 0-25248)
|
|
|
|
4.1
|
|
Option Deed, dated August 6, 1997, between Cayman Water Company Limited and American Stock Transfer & Trust Company (incorporated herein by reference to the exhibit filed on our Form 6-K, dated August 7, 1997, Commission File No. 0-25248)
|
|
|
|
4.2
|
|
Deed of Amendment of Option Deed dated August 8, 2005 (incorporated herein by reference to Exhibit 4.2 filed as a part of our Form 8-K dated August 11, 2005, Commission File No. 0-25248)
|
|
|
|
4.3
|
|
Second Deed of Amendment of Option Deed, dated September 27, 2005 (incorporated herein by reference to the exhibit filed as a part of our Form 8-K dated October 3, 2005, Commission File No. 0-25248)
|
|
|
|
4.4
|
|
Third Deed of Amendment to Option Deed, dated May 30, 2007 (incorporated herein by reference to Exhibit 4.3 filed as part of our Form 8-K filed June 1, 2007, Commission File No. 0-25248)
|
|
|
|
10.1.1
|
|
License Agreement dated July 11, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248)
|
|
|
|
10.1.2
|
|
First Amendment to License Agreement dated September 18, 1990 between Cayman Water Company Limited and the Government of the Cayman Islands. (incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248)
|
|
|
|
10.1.3
|
|
Second Amendment to License Agreement dated February 14, 1991 between Cayman Water Company Limited and the Government of the Cayman Islands. (incorporated herein by reference to the exhibit filed as a part of our Form 20-F dated December 7, 1994, Commission File No. 0-25248)
|
|
|
|
10.1.4
|
|
Third Amendment to a License to Produce Potable Water dated August 15, 2001 between Consolidated Water Co. Ltd. by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.4 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.1.5
|
|
Fourth Amendment to a License to Produce Potable Water dated February 1, 2003 between Consolidated Water Co. Ltd. by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No. 0-25248)
|
|
|
|
10.1.6
|
|
Amendment to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10 filed as a part of our Form 8-K filed July 23, 2010, Commission File No. 0-25248)
|
|
|
|
10.1.7
|
|
Amendment to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 10-Q for the second quarter ended June 30, 2012, Commission File No. 0-25248)
|
|
|
|
10.1.8
|
|
Amendment to License Agreement dated December 31, 2012 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed March 4, 2013, Commission File No. 0-25248)
|
|
|
|
10.1.9 |
|
Amendment to License Agreement dated April 24, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited.
|
|
|
|
10.1.10 |
|
Amendment to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited.
|
89 | ||
|
10.2
|
|
Water Supply Agreement dated December 18, 2000 between Consolidated Water Co. Ltd. and South Bimini International Ltd. (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 10-K for the fiscal year ended December 31, 2000, Commission File No. 0-25248)
|
|
|
|
10.3.1*
|
|
Employment contract dated December 5, 2003 between Frederick McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.18 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248)
|
|
|
|
10.3.2*
|
|
Amendment of Engagement Agreement dated September 14, 2007 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed September 19, 2007, Commission File No. 0-25248)
|
|
|
|
10.3.3*
|
|
Third Amendment of Engagement Agreement dated September 9, 2009 between Frederick W. McTaggart and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed September 9, 2009, Commission File No. 0-25248)
|
|
|
|
10.4.1*
|
|
Engagement Agreement dated May 22, 2006 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed May 26, 2006, Commission File No. 0-25248)
|
|
|
|
10.4.2*
|
|
Amended and restated Engagement Agreement dated March 29, 2007 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed April 14, 2007, Commission File No. 0-25248)
|
|
|
|
10.4.3*
|
|
Engagement Agreement dated January 15, 2008 between David Sasnett and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as part of our Form 8-K filed January 22, 2008, Commission File No. 0-25248)
|
|
|
|
10.5*
|
|
Employment contract dated January 11, 2008 between Gregory McTaggart and Consolidated Water Co. Ltd.
|
|
|
|
10.6*
|
|
Employment contract dated January 14, 2008 between Ramjeet Jerrybandan and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.11 filed as part of our Form 10-K for the fiscal year ended December 31, 2008, Commission File No. 0-25248)
|
|
|
|
10.7*
|
|
Employment contract dated January 16, 2008 between Gerard Pereira and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 10-K for the fiscal year ended December 31, 2008, Commission File No. 0-25248)
|
|
|
|
10.8*
|
|
Engagement Agreement dated July 12, 2011 between John Tonner and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 5, 2011, Commission File No. 0-25248).
|
|
|
|
10.9
|
|
Specimen Service Agreement between Cayman Water Company Limited and consumers (incorporated herein by reference to the exhibit filed as part of our Registration Statement on Form F-1 dated March 26, 1996)
|
|
|
|
10.10*
|
|
Summary Share Grant Plan for Directors (incorporated herein by reference to Exhibit 10.24 filed as part of our Registration Statement on Form F-2 dated May 17, 2000, Commission File No. 333-35356)
|
|
|
|
10.11*
|
|
Employee Share Option Plan (incorporated herein by reference to Exhibit 10.26 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.12*
|
|
2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 filled as part of our Form 10-Q for the fiscal quarter ended September 30, 2008, Commission File No. 0-25248)
|
|
|
|
10.13
|
|
Purchase and Sale Agreement, dated December 10, 2001, among Consolidated Water Co. Ltd., Cayman Hotel and Golf Inc., Ellesmere Britannia Limited and Hyatt Britannia Corporation Ltd. (incorporated herein by reference to Exhibit 10.30 filed as part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.14
|
|
Agreement dated February 1, 2002 between Consolidated Water Co. Ltd. and Cayman Hotel and Golf Inc. (incorporated herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.15
|
|
Lease dated December 10, 2001 between Cayman Hotel and Golf Inc. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.52 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
90 | ||
|
10.16.1
|
|
Lease dated April 27, 1993 signed July 18, 2001 between Government of Belize and Belize Water Limited (incorporated herein by reference to Exhibit 10.53 filed as a part of our Form 10-K for the fiscal year ended December 31, 2001, Commission File No. 0-25248)
|
|
|
|
10.16.2
|
|
Amended lease dated April 27, 1993 signed January 2, 2004 between Government of Belize and Belize Water Limited (incorporated herein by reference to Exhibit 10.36 filed as a part of our Form 10-K for the fiscal year ended December 31, 2003, Commission File No. 0-25248)
|
|
|
|
10.17
|
|
Loan Agreement dated February 7, 2003 between Consolidated Water Co. Ltd. and Scotiabank (Cayman Islands) Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K dated February 13, 2003, Commission File No. 0-25248)
|
|
|
|
10.18.1
|
|
Loan Agreement dated May 25, 2005 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 99.1 filed as a part of our Form 8-K dated June 1, 2005, Commission File No. 0-25248)
|
|
|
|
10.18.2
|
|
Debenture Agreement dated August 24, 2007 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.3
|
|
Amending Debenture Agreement dated March 14, 2008 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.4
|
|
Second Amending Debenture Agreement dated February 18, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co. Ltd.
|
|
|
|
10.18.5
|
|
Amending Loan Agreement dated August 20, 2009 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co.
|
|
|
|
10.18.6
|
|
Amending Loan Agreement dated February 10, 2010 between Ocean Conversion (BVI), Ltd. and Consolidated Water Co.
|
|
|
|
10.19
|
|
Trust Deed dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.20
|
|
Subscription Agreement dated August 4, 2006 between Consolidated Water Co. Ltd. and Scotiatrust and Merchant Bank Trinidad & Tobago Limited (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.21
|
|
Deed of Second Debenture dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.22
|
|
Deed of Second Collateral Debenture dated August 4, 2006 between Cayman Water Company Limited and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.6 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.23
|
|
Equitable Charge of Shares dated August 4, 2006 between Consolidated Water Co. Ltd. and Dextra Bank & Trust Co. Ltd. (incorporated herein by reference to Exhibit 10.7 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.24
|
|
Intercreditor Deed dated August 4, 2006 among Scotiabank & Trust (Cayman) Ltd., Dextra Bank & Trust Co. Ltd., Consolidated Water Co. Ltd. and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.8 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.25
|
|
Cayman Islands Collateral Charge, West Bay Beach South Property, Block 12D, Parcel 79REM1/2 (incorporated herein by reference to Exhibit 10.9 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
91 | ||
|
10.26
|
|
Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 40 (incorporated herein by reference to Exhibit 10.10 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.27
|
|
Cayman Islands Collateral Charge, West Bay Beach North, Block 11D, Parcel 8 (incorporated herein by reference to Exhibit 10.11 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.28
|
|
Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 8 (incorporated herein by reference to Exhibit 10.12 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.29
|
|
Cayman Islands Collateral Charge, West Bay North East, Block 9A, Parcel 469 (incorporated herein by reference to Exhibit 10.13 filed as a part of our Form 8-K filed August 9, 2006, File No. 0-25248)
|
|
|
|
10.30
|
|
Loan Agreement dated as of October 4, 2006, by and between Royal Bank of Canada and Consolidated Water (Bahamas) Ltd. (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed October 6, 2006, File No. 0-25248)
|
|
|
|
10.31.1
|
|
Form of Agreement for Desalinated Water Supply dated May 2005 among Water and Sewerage Corporation, Consolidated Water Co. Ltd. and Consolidated Water (Bahamas) Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.31.2
|
|
Letter of Acceptance dated January 25, 2011 (effective January 31, 2011) between Water and Sewerage Corporation and Consolidated Water Co. Ltd. (incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.31.3
|
|
Proposal letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by reference to Exhibit 10.3 filed as a part of our Form 8-K filed February 4, 2011, File No. 0-25248)
|
|
|
|
10.32.1 |
|
N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
|
|
10.32.2 |
|
Appendix to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013.
|
|
|
|
10.32.3 |
|
Exhibit Index to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
||
10.32.4 |
|
Exhibits to N.S.C. Agua S.A. de C.V. agreement for the purchase of 12 hectares of land dated May 16, 2013. |
|
|
|
21.1
|
|
Subsidiaries of the Registrant
|
|
|
|
23.1
|
|
Consent of Marcum LLP Consolidated Water Co. Ltd.
|
|
|
|
23.2
|
|
Consent of Marcum LLP Ocean Conversion (BVI) Ltd.
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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* | Indicates a management contract or compensatory plan. |
| Portions of these Exhibits have been omitted pursuant to a request for confidential treatment. |
92 | ||
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CONSOLIDATED WATER CO. LTD.
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By:
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/s/ Wilmer F. Pergande
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Wilmer F. Pergande
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Chairman of the Board of Directors
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Signature
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Title
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Date
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By:
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/s/ Wilmer F. Pergande
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Chairman of the Board of Directors
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March 17, 2014
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Wilmer F. Pergande
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By:
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/s/ Frederick W. McTaggart
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Director, Chief Executive Officer and President
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March 17, 2014
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Frederick W. McTaggart
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(Principal Executive Officer)
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By:
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/s/ David W. Sasnett
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Director, Executive Vice President & Chief Financial Officer
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March 17, 2014
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David W. Sasnett
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(Principal Financial and Accounting Officer)
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By:
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/s/ Brian E. Butler
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Director
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March 17, 2014
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Brian E. Butler
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By:
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Director
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March 17, 2014
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Carson
K. Ebanks
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By:
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/s/ Richard L. Finlay
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Director
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March 17, 2014
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Richard L. Finlay
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By:
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/s/ Clarence B. Flowers, Jr.
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Director
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March 17, 2014
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Clarence B. Flowers, Jr.
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By:
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/s/ Leonard J. Sokolow
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Director
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March 17, 2014
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Leonard J. Sokolow
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By:
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/s/ Raymond Whittaker
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Director
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March 17, 2014
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Raymond Whittaker
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93 | ||
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EXHIBIT 10.1.9
THE GOVERNMENT OF THE CAYMAN ISLANDS
An Amendment to a Licence dated 11 th July 1990
to Produce Potable Water from Seawater
granted to
Cayman Water Company Limited
on 24 th of April 2013
AMENDMENT TO A LICENCE DATED 11 JULY 1990 TO PRODUCE
POTABLE WATER FROM SEAWATER
granted to
CAYMAN WATER COMPANY LIMITED
by
THE GOVERNMENT OF THE CAYMAN ISLANDS
The Water (Production and Supply) Law 1979
(Law 15 of 1979)
THIS AMENDMENT to the Licence (as defined below) is made on the 24 th day of April 2013 by The Governor of the Cayman Islands (the “Governor”) and Cayman Water Company Limited, a company duly incorporated under the laws of the Cayman Islands whose registered office is situated at Fourth Floor, Windward Three, Regatta Business Park, West Bay Road, PO Box 1114, Grand Cayman KY1 -1102, Cayman Islands (the “Company”).
WHEREAS
(1) | On 11 July 1990 the Governor granted a licence, under Section 3 of the Water (Production and Supply) Law 1979, to the Company granting it the exclusive right within the Licence Area to process Seawater to Water for sale and to distribute and sell Water by means of pipes. |
(2) | The licence has been amended by four (4) amendments, dated 18 September 1990, 14 February 1991, 15 August 2001 and 01 February 2003 (the aforesaid licence, as so amended, being herein referred to as the “Licence”). |
(3) | On 9 June 2008, the Company exercised its right to enter into negotiations for the grant of a Licence for a further term. |
(4) | The Term of the Licence ended on 10 July 2010 before the negotiations for the licence renewal could be finalized. |
(5) | The Governor has granted previous extensions of the term of the Licence, as defined by Clause 4 of the Licence, to allow the negotiations for the licence renewal to continue without affecting the provisions of water production and supply services in the Licensed Area. |
1 |
(6) | The Parties wish to extend the Term of the Licence in order to facilitate the ongoing negotiations and the Judicial Review proceedings. |
NOW THIS DEED WITNESSES as follows:
1). | The term of the Licence, as defined by Clause 4 of the Licence, is hereby extended until 30 September 2013. |
THE terms and definitions as contained in this Amendment and not otherwise defined shall have the same meanings as those contained within the Licence and the Licence shall hereafter be read and construed in accordance with the variations effected by this Amendment.
SAVE as varied by this Amendment, the Licence shall continue in full force and effect.
IN WITNESS WHEREOF the parties have caused this Amendment to be executed by their authorized officers.
2 |
The public seal of the Government of the Cayman Islands was affixed in the presence of |
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His Excellency the Governor, Mr Duncan
Taylor CBE
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Signed by the Water Authority in the presence of | By: | ||
CHAIRMAN | |||
By: | |||
WITNESS | BOARD MEMBER | ||
Signed on behalf of Cayman Water Company Limited in the presence of | By: | ||
DIRECTOR | |||
By: | |||
WITNESS TRACEY EBANKS | DIRECTOR |
3 |
EXHIBIT 10.1.10
THE GOVERNMENT OF THE CAYMAN ISLANDS
An Amendment to a Licence dated 11 th July 1990
to Produce Potable Water from Seawater
granted to
Cayman Water Company Limited
on 6 th of November 2013
AMENDMENT TO A LICENCE DATED 11 JULY 1990 TO PRODUCE
POTABLE WATER FROM SEAWATER
granted to
CAYMAN WATER COMPANY LIMITED
by
THE GOVERNMENT OF THE CAYMAN ISLANDS
The Water (Production and Supply) Law 1979
(Law 15 of 1979)
THIS AMENDMENT to the Licence (as defined below) is made on the 6 th day of November 2013 by The Governor of the Cayman Islands (the “Governor”) and Cayman Water Company Limited, a company duly incorporated under the laws of the Cayman Islands whose registered office is situated at Fourth Floor, Windward Three, Regatta Business Park, West Bay Road, PO Box 1114, Grand Cayman KY1 -1102, Cayman Islands (the “Company”).
WHEREAS
(1) | On 11 July 1990 the Governor granted a licence, under Section 3 of the Water (Production and Supply) Law 1979, to the Company granting it the exclusive right within the Licence Area to process Seawater to Water for sale and to distribute and sell Water by means of pipes. |
(2) | The licence has been amended by four (4) amendments, dated 18 September 1990, 14 February 1991, 15 August 2001 and 01 February 2003 (the aforesaid licence, as so amended, being herein referred to as the “Licence”). |
(3) | On 9 June 2008, the Company exercised its right to enter into negotiations for the grant of a Licence for a further term. |
(4) | The Term of the Licence ended on 10 July 2010 before the negotiations for the licence renewal could be finalized. |
(5) | The Governor has granted previous extensions of the term of the Licence, as defined by Clause 4 of the Licence, to allow the negotiations for the licence renewal to continue without affecting the provisions of water production and supply services in the Licensed Area. |
1 |
(6) | The Parties wish to extend the Term of the Licence in order to facilitate the on-going negotiations and the Judicial Review proceedings. |
NOW THIS DEED WITNESSES as follows:
1). | The term of the Licence, as defined by Clause 4 of the Licence, is hereby extended until 30 June 2014. |
THE terms and definitions as contained in this Amendment and not otherwise defined shall have the same meanings as those contained within the Licence and the Licence shall hereafter be read and construed in accordance with the variations effected by this Amendment.
SAVE as varied by this Amendment, the Licence shall continue in full force and effect.
IN WITNESS WHEREOF the parties have caused this Amendment to be executed by their authorized officers.
2 |
The public seal of the Government of the Cayman Islands was affixed in the presence of | |||
Her Excellency the Governor, Mrs. Helen Kilpatrick, CB | |||
Signed by the Water Authority in the presence of | By: | ||
CHAIRMAN | |||
By: | |||
WITNESS | BOARD MEMBER | ||
Signed on behalf of Cayman Water Company Limited in the presence of | By: | ||
DIRECTOR | |||
By: | |||
WITNESS TRACEY EBANKS | DIRECTOR |
3 |
EXHIBIT 10.32.1
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— VOLÚME NUMBER 184 (ONE HUNDRED AND EIGHTY FOUR).————————-
— PUBLIC INSTRUMENT NUMBER 5,520 (FIVE THOUSAND FIVE HUNDRED AND TWENTY). ——————————————————————————————
— In the city of Tijuana, State of Baja California, on the thirteenth day of the month of May of the year two thousand and thirteen, before me RAMÓN ANDRÉS GRACIANO DUEÑAS, Notary Public Number Eighteen in practice, residing herein , attest the appearance: —————————————————————-
— On one part Mrs. LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ, in their own behalf, as the seller, hereinafter known as “THE SELLERS”; -
— On the other part Mr. DAVID WARREN SASNETT, representing the commercial entity known as N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE , as buyer, hereinafter known as “THE BUYER” and by reason of not knowing the Spanish language he is accompanied by JORGE ALEJANDRO LEÓN ORANTES BAENA, as his translator ; ———————————————————————
— Mr. MIGUEL ÁNGEL GARCÍA GÓMEZ , as spouse of Mrs. LOURDES VALDIVIA LOMELÍ , also appears in order to express his consent in the operation matter of this public instrument; ———————————————————————————
— Likewise, Messrs. ENRIQUE ESQUIVEL HAROS, ERNESTO CRUZ TRONCOSO SANCHEZ and JORGE GONZALEZ HERRERA, President, Secretary and Treasurer, respectively, of the acting Land Commissioner, representing Ejido Mazatlan of the city of Playas de Rosarito, Baja California, to consent this operation, particularly for the effects of the provisions stated in clause second of this instrument, as well as to be considered jointly and severally obligated with the SELLERS in accordance with clauses sixth and seventh hereto, and to whom hereinabove shall be referred to as “EJIDO MAZATLÁN” and, they stated :—————————————————————
— That they appear to execute an AGREEMENT TO PURCHASE WITH MORTGAGE GUARANTEE, under the terms referred to in the following statements and clauses: —
———————————— STATEMENTS ——————————————
— Mrs. LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ, herein state under oath : ———————————————————————
Pág. 1 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— ONE.- That under public instrument number 5,335 (five thousand three hundred and thirty five) dated march eighth of the year two thousand and thirteen, issued under volume number 178 (one hundred and seventy eight) of the archives of this notary office, first hard copy version that was duly recorded on the twelfth day of that same month and year before the Public Registry of Property and Commerce at Playas de Rosarito, Baja California, under file number 6’032,845 (six million thirty two thousand eight hundred and forty five), Civil Section, they acquired by inheritance from their mother Mrs. Rosenda Lomelí Luna, in joint proprietorship in equal parts, fraction lot 33-1 (thirty three hyphen one), same that results from the subdivision of parcel number 33 Z-1 P 2/5 (thirty three Zee hyphen one P two diagonal five), no block number, in Ejido Mazatlan, in the city of Playas de Rosarito, Baja California , that shall be matter of this purchase operation, which shall be hereinafter known as the “Property”, same that has a surface of 120,000.00 M² (one hundred and twenty thousand) square meters and the following measurements and boundaries: To the Northeast, in 184.622 (one hundred and eight four point six hundred and twenty two) meters, with an expropriation from the Federal Electricity Commission, plus 4.638 (four point six three eight) meters, with fraction 33-4 (thirty three hyphen four), plus 154.720 (one hundred and fifty four point seven hundred and twenty) meters, with parcel number 32 (thirty two) and plus 351.963 (three hundred and fifty one point nine hundred and sixty three) meters, with parcel number 32 (thirty two); to the Southeast, in 551.276 (five hundred and fifty one point two hundred and seventy six) meters, with fraction 33-2 (thirty three hyphen two), plus 15.240 (fifteen point two hundred and forty) meters, with fraction 33-3 (thirty three hyphen three) and plus 0.194 (zero point one hundred and ninety four) meters, with expropriation from Corett (Commission to Regulate the Land Possession); to the Southwest, in 4.750 (four point seven hundred and fifty) meters, with fraction 33-3 (thirty three hyphen three); and to the Northwest, in 12.043 (twelve point zero forty three) meters, with fraction 33-3 (thirty three hyphen three), plus 15.015 (fifteen point zero fifteen) meters with the same boundary as the previous one, plus 40.274 (forty point two hundred and seventy four) meters, with the same boundary as the previous one plus, 19.781 (nineteen point seven hundred and eighty one) meters, with the same boundary as the prior ones, plus 44.835 (forty four point eight hundred and thirty five) meters, with Corett expropriation (Commission to Regulate the Land Possession), plus 14.682 (fourteen point six hundred and eighty two) meters, with fraction 33-4 (thirty three hyphen four), plus 0.116 (zero point one hundred and sixteen) meters, with Corett expropriation (Commission to Regulate the Land Possession), plus 16.319 (sixteen point three hundred and nineteen) meters, with expropriation from Corett (Commission to Regulate the Land Possession), plus 14.781 (fourteen point seven hundred and eighty one) meters, with fraction 33-5 (thirty three hyphen five) and plus 90.193 (ninety point one hundred and ninety three) meters, with expropriation from Corett (Commission to Regulate the Land Possession). A photocopy of the public instrument mentioned above in this statement is hereto attached to the ledger of this instrument, under Exhibit “A” . —————————-
— TWO.- That the Property mentioned hereinabove is recorded with city code number EM-033-001 (EM hyphen zerto three three hyphen zero zero one) and is free of liens and encumbrances, as is evidenced with the Certificate of Fiscal Encumbrance and the receipt of the annual property tax of said Property dated february sixth of two thousand and thriteen, certficate number 04-5378, documents that are exhibited before me and are duly attached to this instrument’s ledger under exhibit “B” . ——-
Pág. 2 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— THREE.- That before the State Commission of Public Services of Tijuana, the Property does not appear to bear debt, same that is evidenced with the certification duly exhibited to me, which states that the property does not currently have a potable water usage network nor sanitary system, therefore pending the payment of dues regardin connection and installation rights that correspond to same once the zoning is defined and granted by said authority, this document is attached to the ledger of this instrument as exhibit “C” .————————————————————————
— FOUR.- That they exhibit the topographic survey of said Property duly authorized by the City Land Department, office of the Urban Administration Directorate of the City of Playas de Rosarito, Baja California, of which a reduced true and correct photocopy is hereto attached to the ledger of this instrument under exhibit “D” .——————-
— FIVE.- That they also exhibit the appraisal of the mentioned Property, same that was prepared by Mr. Marcelo González Alvear, expert surveyor authorized by the City of Playas de Rosarito, Baja California, with registry number PV-023/99 (PV hyphen zero two three), and Sociedad Hipotecaria Federal (mortgage company) with number 0400663 (zero four zero zero six six three), document that I herein attach to the ledger of this instrument under exhibit “E” . The appraisal is further certified and/or validated by Unidad de Valuación de ABC Capital, Sociedad Anónima, Institución de Banca Múltiple. ————————————————————————————
— SIX.- That by writ dated march fifteen two thousand and thirteen, with return receipt dated on the nineteenth of the same month and year, the City Office of Playas de Rosarito, Baja California, was given notice of the intention to sell the Property described hereto in statement ONE of this instrument, for a price of $100.00 dollars (one hundred dollars) currency of the United States od America, per square meter, in order for said City Office to express their right of first preference same that corresponds when the Property is located within one of the areas declared as reserved for the growth of the population of said community, or within the areas that compose the corresponding declaration for reserve in accordance with the applicable plans and/or urban development programs, since with Official Letter number PM/161/2013 (PM diagonal one six one diagonal two thousand thirteen) dated april eleven of the year two thousand thirteen, the City of Playas de Rosarito, Baja California, formally notified to THE SELLERS that they did not wish to exercise the right of first preference to acquire said Property; copy with receipt stamp of the refered writ and of the original official letter that are herein attached to the ledger of this instrument under exhibits “F” y “G” , respectively. —————————————————————
Pág. 3 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— SEVEN.- That by writ dated march fifteenth of the year two thousand and thirteen with proof of receipt dated on the nineteenth day of the same month and year, the State Government of Baja California, was given due notice through the Major Clerk Office, residing in Playas de Rosarito, of the intention to purchase the Property that was described in Statement ONE of this instrument, at a price of $100.00 dollars (one hundred dollars) currency of the United States of America, per square meter, in order for the State Government to express if the property was included in the areas declared as reserved for the population growth, or within the areas composed of in the applicable plans and/or urban development programs in case to consent if they wished to exercise their right of first preference to acquire the Property, since as of Official Letter number 124/OMR/2013 (one two four diagonal OM diagonal two zero one three) dated april three, two thousand and thirteen, the Delegate of the Major Clerk Office in Playas de Rosarito, Baja California, notified the SELLERS that the State had no interest in acquiring the referred Property and that same, in accordance with the Urban Development Program of the Center for Population Growth of that city, published in the State Registrar on october nineteen, two thousand and seven, is considered urban reserve; stamped copy of referred writ and original of the official letter mentioned above are attached to the ledger of this instrument under exhibits “H” and “I” , respectively.————————————————————————
— EIGHT.- Whereas under instrument number 22,885 (twenty two thousand eight hundred and eighty five), dated march fifteen, two thousand and thirteen, issued on volume 289 (two hundred and eighty nine), from the archives of Notary Office Number One in Playas de Rosarito, Baja California, of which Luis A. Durazo Bazúa, is in charge, in which it is evidenced that the SELLERS gave notice to Ejido Poblado Mazatlán, through Messrs. Enrique Esquivel Haros, Ernesto Cruz Troncoso Sánchez and Jorge González Herrera, in their capacities as President, Secretary and Treasurer, respectively, of said Ejido, by writ and a copy of the survey duly certified by the City Land Department, notifying their will to sell fraction 33-1 (thirty three hyphen one), resulting from subdivision of Parcel 33 Z-1 P2/5 (thirty three Z hyphen one P two diagonal five) with a surface of twelve hectare located in Ejido Poblado Mazatlán, at the price and under the conditions indicated thereat, of which a copy is attached to the ledger of the instrument thereto, having evidenced further that the consent expression of the persons in the sense that they would immediately comply to the provisions stated in article eighty four of the Agricultural Act, by posting in visible places of the Ejido the corresponding notice document. Likewise by writ of april sixteen of two thousand thirteen, Ejido Poblado Mazatlán through their representatives of the Commissionary Land beforementioned, indicated to the SELLERS that the term of thirty days had lapsed observing article eighty four of the Agricultural Act and that no next of kin, fellow commoner, neighbor, that had worked at the Property for more than one year, or any other person of that Ejido community had appeared to exercise the right of preference notified in the mentioned instrument number 22,885 (twenty two thousand eight hundred and eighty five). The original deed in the beforementionend instrument and writ are duly exhibited to me and therefore attached to the ledger of this instrument under the letter “J” .—————————-
Pág. 4 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— NINE.- Mrs. ADRIANA VALDIVIA LOMELÍ, herein expresses that she is married to Jesús César Veleta Barrera, under asset separation regimen which is credited with the certified copy of the Marriage Certificate that I attest to, and is herein attached in photocopy duly compared to its original under exhibit “K” , reason for which the appearance of her spouse is not required in this act. On her part Mrs. LOURDES VALDIVIA LOMELÍ, states she is married under common property regime to Mr. MIGUEL ÁNGEL GARCÍA GÓMEZ, same that is credited with certified copy of her marriage certificate of which photocopy is herein attached under the letter “L” , reason by which Mr. Miguel Ángel García Gómez, appears hereto to the execution of this act in order to grant conformity with the contents herein.—————————————
— TEN.- That the property matter of this operation is not under litigation, nor action, suit or proceeding of any nature has been brought against the SELLERS or is related to their ownership and corresponding deed affecting their capacity to enter into this agreement and/or transfer such property onwership in favor of the BUYER; nor does such Property form part of any probate proceedings either testamentary or intestate, nor is it matter of contingency nor conflict regarding possession and exploitation of same and it has not been solicited nor affected to satisfy agricultural needs nor to be expropriated. —————————————————————————————
— ELEVEN.- The parties continue stating that the referred Property is not subject of any claim, condition, option, lease, ownership reservation, seizure, mortgage, lien, right of preference, or any other burden, restriction or limitation of ownership including the preventive recording, save for the present operation that is matter of this instrument, preventive notice that was duly filed by the undersigned notary public on may sixth, two thousand thirteen, by which on the eighth day of the same month and year, the Public Registry of Property and Commerce in the city of Playas de Rosarito, Baja California, duly issued the Certificate of Liens in which it is stated that the property is free of liens and ownership affectation, referred documents that are herein attached under exhibit “M” . ———————————————————————
— TWELVE.- Further, the SELLERS state no cause whatsoever exists for which any action, suit or proceeding by a third party should be brought, including by any authority related in part or totally to the referred Property or related to the title deed of same to the SELLERS, and that said Property is not contaminated, with hazardous materials nor residues or with any other material or residue, nor does it possess any potential contamination conditions. ————————————————————
Pág. 5 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— THIRTEEN.- That neither their mother Mrs. Rosenda Lomelí Luna (also known as Rosenda L. de Valdivia), nor their father, Mr. Bernabé Valdivia Tovar, have married other persons different that themselves, and that they did not procreate children other than the SELLERS, either together nor with any other person, therefore no other person different than them exists that may have or has a right to claim part or all the inheritance received from their mother Mrs. Rosenda Lomelí Luna, as was duly stated in Statement ONE of this instrument.———————————————————-
— Mr. DAVID WARREN SASNETT states hereby : ————————————
— FOURTEEN.- That under oath he expresses that his principal has not within the past twenty four months acquired property that is adjacent with the property herein purchased. ——————————————————————————————
— FIFTEEN.- That considering the statements from the SELLERS, his principal wishes to acquire ownership of the Property mentioned herein.. ————————-
— Messrs. ENRIQUE ESQUIVEL HAROS, ERNESTO CRUZ TRONCOSO SANCHEZ and JORGE GONZALEZ HERRERA, President, Secretary and Treasurer, respectively, of EJIDO MAZATLÁN, in Playas de Rosarito, Baja California, under oath hereby state : ——————————————————
— SIXTEEN.- That the representation under which they appear is duly evidenced in the Chapter Capacity of this present instrument. ———————————————
— SEVENTEEN.- That they appear to the execution of this act in order to express Ejido Mazatlan’s consent with its contents and the operation that is hereby formalized, particularly regarding clauses two, six and seven of this public instrument.————-
— Having expressed the above, the parties herein are subject to the following: ——
————————————— CLAUSES ———————————————
— FIRST.- LOURDES VALDIVIA LOMELÍ and ADRIANA VALDIVIA LOMELÍ , hereby SELL , in a perfect and definitive manner and convey the ownership of the Property to the commercial entity known as N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE , who purchases and acquires said Property with its own funds as is stated by its attorney in fact Mr. David Warren Sasnett, the Property identified as fraction of lot 33-1 (thirty three dash one), resulting from the subdivision of parcel number 33 Z-1 P 2/5 (thirty three Z dash one P two diagonal five), no block number, in Ejido Mazatlan, in the City of Playas de Rosarito, Baja California , with the surface, measurements and boundaries described in Statement ONE of this instrument, same that are to be considered as herein integrally transcribed, as if inserted hereto for all corresponding legal effects.-
— In the current purchase these are included: uses, customs, easements, occupation, surface and all that corresponds to rights and facts to the Property. ———————
— SECOND.- The price of the sale of the Property matter of this instrument is the amount of $12’000,000.00 dollars (twelve million dollars) currency of the United States of America, hereinafter the “Price”, that according to the exchange rate of $11.97 (eleven point ninety seven cents) currency of the United States of America, per $1.00 (one dollar) of the united states, that the parties mutually agree on, equals an amount of $143’640,000.00 (one hundred forty three million six hundred and forty pesos) Mexican currency.————————————————————————
Pág. 6 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— THE BUYER shall pay the Price to the SELLERS, in the following manner: ————
— a).- Through the payment of an amount of $250,000.00 dollars (two hundred and fifty thousand dollars) currency of the United States of America, same that the SELLERS expressly recognize hereby have been paid by the BUYER prior to the date of this act therefore the SELLERS grant hereby in favor of the BUYER, the receipt so broad as the law permits for that said amount, not reserving rights to action or right whatsoever to exercise to claim all or part of such amount, and signing this instrument as proof of the delivery, reception and severance of said payment. ———————-
— b).- The balance due of the Price therefore the amount of $11’750,000.00 dollars (eleven million seven hundred and fifty thousand dollars) currency of the United States of America, the BUYER hereby shall pay in two installments as follows: (i) At the date of execution of this instrument, an amount of $1’700,000.00 dollars (one million seven hundred thousand dollars) currency of the United States of America; and; (ii) on May fifteen, two thousand and fourteen, the amount of $10’050,000.00 dollars (ten million fifty thousand dollars),currency of the United States of America. ————————-
— c).- In this act the SELLERS expressly instruct the BUYER, for the partial payment of the Price that should be effected on the date of the execution hereto for an amount of $1’700,000.00 dollars (one million seven hundred thousand dollars) currency of the United States of America, to made to the SELLERS by 3 (three) checks made out as follows: (i) one for an amount of $350,000.00 dollars (three hundred fifty thousand dollars) currency of the United States of America to Mrs. LOURDES VALDIVIA LOMELÍ; (ii) another for an amount of $350,000.00 dollars (three hundred fifty thousand dollars) currency of the United States of America to Mrs. ADRIANA VALDIVIA LOMELÍ; and (iii) the last for an amount of $1,000,000.00 dollars (one million dollars) currency of the United States of America, to EJIDO MAZATLÁN. In this act the BUYER under the instruction of the SELLERS hereby delivers the check referred to in section (i), of paragraph c) of this clause to Mrs. LOURDES VALDIVIA LOMELÍ, the check referred to in number (ii) of section c) of this clause to Mrs. ADRIANA VALDIVIA LOMELÍ and the check referred to in section (iii) of paragraph c) of this clause to EJIDO MAZATLÁN, whom receive said checks and in this act the SELLERS and EJIDO MAZATLÁN, by its President, Secretary and Treasurer, indicate that this instrument is the most broad receipt according to law evidencing payment of the abovementioned amounts therefore the signature on this instrument is considered proof of delivery, receipt and settlement for those mentioned payments therefore they grant in favor of the BUYER release as broad as the law permits, without reserving rights or action whatsoever to exercise in order to claim all or part of the mentioned amounts. ————————-
Pág. 7 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— d).- In this act the SELLERS expressly instruct the BUYER for the second and last payment of the Price that shall be paid on may fifteen of two thousand and fourteen, for an amount of $10’050,000.00 dollars (ten million fifty thousand dollars) currency of the United States of America, that should be paid by 3 (three) checks made out as follows: (i) one for an amount of $965,000.00 dollars (nine hundred sixty five thousand dollars) currency of the United States of America to Mrs. LOURDES VALDIVIA LOMELÍ; (ii) another for an amount of $965,000.00 dollars (nine hundred sixty five thousand dollars) currency of the United States of America to Mrs. ADRIANA VALDIVIA LOMELÍ; and (iii) the last for an amount of $$8’120,000.00 dollars (eight million one hundred twenty thousand dollars) currency of the United States of America, to EJIDO MAZATLÁN. ——————————————————————
— THE BUYER following said instructions from the SELLERS, shall deliver the check referred to in point (i) of section d) of this clause to LOURDES VALDIVIA LOMELÍ, the check referred to in section (ii) of point d) of this clause to Mrs. ADRIANA VALDIVIA LOMELÍ and the check referred to in point (iii) of section d) of this clause to EJIDO MAZATLÁN, against the delivery of each of them, the receiving parties shall grant a receipt as required by law for the assurance of the BUYER. Likewise the SELLERS and EJIDO MAZATLÁN through its President, Secretary and Treasurer, grant in favor of the BUYER the most broad receipt required by law evidencing payment of those amounts and the total Price, not reserving rights of action nor any other right to exercise against claiming all or part of the price. ——————————————————-
— f).- The amounts of the payments of the Price mentioned above shall not cause common interests, however in case of late payment, the parties agree on interest to be paid at a monthly rate of 1.5% (one point five) percent monthly, on the amount of the outstanding payment that duly corresponds. ———————————————
— g).- The appearance and signature of this public instrument on the part of EJIDO MAZATLÁN, is considered evidence of the (i) acceptance and agreement between EJIDO MAZATLÁN and the SELLERS regarding the form and terms in which the Price of the purchase of the Property is to be paid, and shall be paid by the BUYER according to the conditions mentioned in this clause, and (ii) instructions that the SELLERS make to the BUYER regarding the form and terms in which the obligation of payment to the SELLERS shall be executed regarding the balance due of the Price of the aforementioned Property.——————————————————————-
— The remaining balance that shall be paid in dollars of the United States of America, referred to in section d) of this clause, may be paid in its equivalent in Pesos Mexican currency at the exchange rate to comply with dollar transactions in United States Currency to be paid in the Mexican Republic duly enforced at the time of payment according to the publication of Banco de México in the Official Federal Registrar effected on the business banking day immediately prior to the one in which the payment is to be effectively made. Notwithstanding the before, the parties agree that in no case shall the BUYER pay the pending balance of the price referred in section d) of this clause, at an exchange rate of less than $11.97 (eleven pesos point ninety seven cents) Mexican currency, per $1.00 (one dollar) of the united states, agreed to by the parties in this clause. ——————————————————————-
Pág. 8 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— THIRD.- The parties agree as of this moment on the delivery and receipt of the last partial payment of the outstanding Price for the purchase of the Property, corresponding to may fifteen, two thousand fourteen, referred to paragraph d) of the previous next to last clause, to be carried out at the premises of the Notary Office in which the current contract is taking place, in order for the SELLERS and EJIDO MAZATLÁN to grant and sign the documents related to the cancellation of the mortgages referred to in clause fifth of this instrument. For that same purpose, the SELLERS and EJIDO MAZATLAN are hereby obligated to at the time of receipt of the last payment of the Price: (i) deliver receipts of conformity corresponding to same, (ii) to grant and sign documents that according to law are required to cancel the mortgages and (iii) to instruct such Notary Public to carry out the recording of said mortgages before the corresponding Public Registry of Property and Commerce. ——
— The SELLERS and EJIDO MAZATLAN recognize and agree that the BUYER without incurring in delinquency or any other liability, shall not be obligated to make the payment referred in the paragraph above if the SELLERS and/or EJIDO MAZATLÁN do not issue the corresponding receipts for payment and/or they default on their obligation of granting and signing the required documents for the definitive cancellation of the mortgages and their recording before the competent Public Registry of Property and Commerce. ———————————————————-
— FOURTH.- The agreed Price is the real price of the operation and the one that justly and legitimately corresponds to the Property sold to the BUYER, reason for the non-existence of damages, error or unlawful enrichment, however in all cases the SELLERS and EJIDO MAZATLÁN expressly waive their right to exercise the actions that may correspond to such causes and to the terms under which same should be brought. ———————————————————————————————
— FIFTH.- The commercial entity known as N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE , through its attorney in fact Mr. David Warren Sasnett, in special guarantee and punctual compliance of the payment of the debt regarding this instrument, its late interest, although exceeding three years however not the term for lawful squatting rights, shall be recorded before the Public Registry of Property and Commerce along with this instrument, as well as the cost and expenses of trial if applicable, constitute the following MORTGAGES in first place and grade on the Property that under this instrument it so acquired, same that has the surface and measurements and boundaries described in Statement ONE of this instrument, and that are herein considered reproduced as if inserted hereto. ———-
Pág. 9 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— 1.- Said mortgage is established in favor of LOURDES VALDIVIA LOMELÍ , to guarantee the payment of $965,000.00 dollars (nine hundred and sixty five thousand dollars) currency of the United States of America.——————————-
— 2.- Said mortgage is set up in favor of ADRIANA VALDIVIA LOMELÍ , guaranteeing payment for $965,000.00 dollars (nine hundred and sixty five thousand dollars) currency of the United States of America.——————————————-
— 3.- And, in favor of EJIDO MAZATLÁN, of the city of Playas de Rosarito, Baja California , to guarantee the payment of $8’120,000.00 dollars (eight million one hundred and twenty thousand dollars) currency of the United States of America.
— The mortgages set up are comprised of the plot of land and the constructions that are in the future built on same and all that corresponds by law or may correspond to same in the future, as well as all that should be considered as immovable and forming part of the Property as well as those provided in articles 2,763 (two thousand seven hundred and sixty three) of the Civil Code for the State of Baja California, in the understanding that his mortgage does not include industrial fruits under the terms of article 2,764 (two thousand seven hundred and sixty four) of such Code. —————
— Once the balance due on the Price of sale of the Property is paid by the BUYER, the SELLERS and EJIDO MAZATLÁN, in observation of clause third, shall grant and sign in favor of the BUYER the documents necessary and convenient for the cancellation of the mortgages herein setup in clause fifth. —————————————————
— SIXTH.- The SELLERS grant in this act to the BUYER the material and legal possession of the Property object of this sale and without any limitation whatsoever bind themselves to the BUYER regarding warranty of title and right of possession and unknown defects under the law. —————————————————————
— The BUYER herein expresses that the material and legal possession of the Property is received and accepts the operation in all its terms and conditions. ———————
— SEVENTH.- EJIDO MAZATLÁN shall be without limitation whatsoever jointly liable with the SELLERS before the BUYER regarding the warranting title and right of possession and unknown defects regarding the Property, in accordance with the provisions stated in article 1,862 (one thousand eight hundred and sixty two) and 1,864 (one thousand eight hundred and sixty four) of the Civil Code for the State of Baja California and other related and applicable rules of said Code and any other applicable regulation or act.———————————————————————
— EIGHTH.- The SELLERS warrant the BUYER under oath for truth that no action, suit, litigation or proceeding against them exists that may affect their capacity to sell the Property or that affects their ownership and title deed, either pending resolution or the feasibility of same being brought by a third party including authorities, involving the Property partially or totally and that no such cause for which any action to be brought, suit, or proceeding of any kind against the SELLERS with respect to their title of ownership exists. ——————————————————————————
Pág. 10 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— NINTH.- Mr. MIGUEL ANGEL GARCIA GOMEZ, as the spouse of Mrs. Lourdes Valdivia Lomelí, herein expresses his conformity with the operation of sale for all corresponding legal effects. ———————————————————————
— TENTH.- The taxes, duties, fees and expenses, inclusive of the recording of this instrument before the Public Registry of Property and Commerce and others arisen from this operation shall be borne by the BUYER, save for the income tax that may be generated charged to the SELLERS and in its case by EJIDO MAZATLÁN. —————
— ELEVENTH.- THE SELLERS AND THE BUYER hereby instruct the notary, who accepts, to give due notice to the Ministry of Foreign Affairs within the legal term of 60 (sixty) business days, thereby observing article 10 (ten) section I (first) of the
Foreign Investment Act.. ————————————————————————
————————————- CAPACITY ———————————————
— Mr. DAVID WARREN SASNETT, proved the legal existence of N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, and his appointment as attorney in fact and the capacities with which he appears to this act with the following : ————————————————————————————
Pág. 11 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— I . The incorporation charter of his principal, with certified copy of the first issue of public instrument dated may twelve of two thousand and ten, number 74,776 (seventy four thousand seven hundred and seventy six) volume 3,234 (three thousand two hundred and thirty four) of the books of Notary Public Number Eight of this city, Mr. Ricardo Del Monte Núñez, first issue of which is recorded in the Public Registry of Property and Commerce of this city under electronic commercial number 31187*2 (three one eight seven star two), dated may thirteen of two thousand and ten, by permit granted by the Ministry of Foreign Affairs under number 0201096 (zero two zero one zero nine six), file 20100200383 (two zero one one zero zero two zero zero three eight three), page 100512028001 (one zero zero five one two zero two eight zero zero one), dated may twelve of two thousand and ten, wherein the commercial entity named N.S.C. AGUA, Sociedad Anónima de Capital Variable, with address at Tijuana, Baja California, of an indefinite duration, minimum fixed capital of fifty thousand pesos, foreign investment admission clause, of which document I herein transcribed the applicable: “… CLAUSES.-… SECOND.- The purpose of the entity is:- a).- The desalinization, treatment and distribution of water for its commercialization, prior obtainment of the permits or concessions that in its case the competent authorities grant.- b).- The purchase, sale, marketing, lease, granting and receiving in gratuitous loan, all types of property, as well as the derivative rights of same, including all kinds of commercial spaces, offices, storage facilities or any other type of premises necessary for the attainment of the corporate purpose.- c).- To acquire, sell and in general to negotiate with all types of stock, partners’ interest or any other class of negotiable documents or securities legally allowed.- d).- To issue, subscribe, accept, endorse and guarantee negotiable documents.- e).- To obtain or grant loans, granting or receiving guarantees of any kind with respect to own obligations or of third parties.- f).- To build, acquire, transfer, give or take in lease any movables or property necessary to attain the corporation´s purpose.- g).- To obtain or grant, under any title, patents, trademarks, commercial names, copyrights and concession for all types of activities.- h).- To celebrate all kinds of agreement and contracts related to the abovementioned purposes, subject to the provisions in the bylaws.- The corporation may not be dedicated to activities of those referred to in articles fifth and sixth of the Foreign Investment Act.- … SIXTEENTH.- With the limitations passed by the Stockholders Meetings, the Board of Directors shall have the following capacities:- GENERAL POWER OF ATTORNEY FOR LAWSUITS AND COLLECTIONS, with all general and special capacities including those that require special or express cause in accordance with the law under the terms of the first paragraph of article 2,428 (two thousand for hundred and twenty eight) of the Civil Code for the State of Baja California and the related articles of the other States in which this power is to be exercised.- Subsequently, the attorney may appear and exercise the appointment before all kinds of persons, either individuals or entities, public or private, decentralized organizations, subsidized institutions, Mexican Institute of Social Security, Institute for the National Workers Housing Fund, administrative, judicial, civil, criminal, labor, tax, federal, state or city authorities, in trial or out of court, as broad as possible, with capacity to bring and desist of all suits, proceedings or trials including the “amparo” proceedings, to file appeals and desist from same, enter into transaction, into arbitration, articulate and answer depositions, recuse, receive payments, file claims, criminal charges or lawsuits and desist from same, to grant pardon as victim, to support the district attorney and request return of objects, intervene in auction as bidder, tender bids, improve same and request asset allocation in favor of the principal.- GENERAL POWER OF ATTORNEY FOR ACTS OF ADMINISTRATION.- with all general and special capacity requiring special or express clause according to the law and terms of the second paragraph of article 2,428 (two thousand four hundred and twenty two) and 2,461 (two thousand four hundred and sixty one) of the Civil Code for the State of Baja California and others related and applicable in the other States wherein the power is exercised.- CAPACITY IN LABOR MATTERS, with the broadest capacity to appear on behalf of the principal before the Labor Board Local or Federal and all labor authorities, with the capacity to hire and terminate employees and officers under the terms of articles 11 (eleven), 46 (forty six), 47 (forty seven), 523 (five hundred and twenty three), 786 (seven hundred and eighty six ) and other related of the Federal Labor Act duly amended, with the capacity to enter into all kinds of conciliatory settlements, agreements, answer suits and file demurrer, with capacity to receive notices and generally to act as manager or representative within all labor proceedings.- GENERAL POWER FOR ACTS OF OWNERSHIP.- with all general and special capacity that require special or express clause according to the terms of the third paragraph of article 2,428 (two thousand four hundred and twenty two) and 2,461 (two thousand four hundred and sixty one) of the Civil Code for the State of Baja California and 2,587 (two thousand five hundred and eighty seven) of the Civil Code for the Federal District in Mexico and others related and applicable in the other States wherein the power is exercised.- POWER TO ISSUE AND SUBSCRIBE NEGOTIABLE DOCUMENTS AND TO DRAW CHARGED ON CORPORATION BANK ACCOUNTS.- In accordance with article nine of the General Act for Negotiable Documents and Operations, may on behalf of the corporation, subscribe, issue, make, draw and guarantee negotiable documents, commercially binding same and to execute credit operations, as well as to open, close and manage company bank accounts.- CAPACITY OF SUBSTITUTING.- The Board of Directors has the power to partially or totally deputy the powers conferred herein, having the capacity of granting general or special powers within the capacity such body holds and revoking same. The following matters are reserved for the Board of Directors and with the purpose of insuring consistency in any power duly granted by the company (either granted by resolution passed in stockholders meeting or by an attorney in fact with capacity to delegate) with capacity to carry out any of the following tasks, in order to be exercised, the respective power should contain the limitation of requiring the prior approval of the Board of Directors: (a) to invest in, or carry out the formation of any subsidiary or affiliate of the corporation, to purchase or enter into any type of acquisition of stock or related interests.- (b) to acquire, sell, transfer or in any other form dispose of the shares of the corporation in any of its subsidiaries; (c) to sell, transfer or in any other manner dispose of the assets or property of the company or its subsidiaries, for an individual value of $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its equivalent in Pesos Mexican currency, or in a total exceeding $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its peso equivalent, in a series of operations, related or not, except for an amount being authorized by the Board of Directors in the Budget, as is defined in the bylaws of the company.- (d) to decide regarding the manner in which the corporation and any of its legal representatives vote in stock, participation and/or other interests of the company in any subsidiary;- (e) to set pledge, mortgage or guarantee on any company or subsidiary asset;- (f) to transfer, assign, sell, lien or levy in any form or dispose of any technology, trademark, commercial name or intellectual property, owned or in possession of the company or its subsidiaries;- (g) to approve any operation between the company and any direct or indirect stockholder of the company or its subsidiaries or affiliates; (h) to enter into any contract during the normal course of operations that individually exceeds $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its peso equivalent, or that in total exceeds $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its peso equivalent, except for a higher amount having been authorized by the Board of Directors in the company Budget; (i) to enter into any agreement out of the normal day to day operations of the company or its subsidiaries not included in the approved Budget or in the business plan.- (j) to assume any type of obligations, including debt, that individually exceeds $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its equivalent in pesos Mexican currency, or in total exceeds $50,000.00 dollars (fifty thousand dollars, currency of the United States of America) or its equivalent in pesos Mexican currency, with the exception of a higher amount being authorized by the Board of Directors in the corporation´s Budget.- (k) enter into non-compete agreements; (l) execute joint-venture agreements;- (m) to accept any client or applications of new lines of business of the company or its subsidiaries.- (n) to enter into lease contracts for more than a year.- (o) to participate in any arbitration proceeding, either judicial, bankruptcy or similar.- (p) to accept any economic or non-economic benefit for the company or its subsidiaries, direct or indirect, from any of its direct or indirect stockholders or their subsidiaries or affiliates; (q) to enter into any credit contract or other financial agreements, including increasing existing lines of credit; (r) to hire employees whose annual salary exceeds $150,000.00 dollars (one hundred fifty thousand dollars United States Currency) or its equivalent in pesos Mexican currency except for when the Board of Directors approves a higher amount in the Budget of the corporation; (s) to establish plans of profit distribution, pension plans, employee benefits or bonuses; and- (t) (i) make major changes in department functions, number of personnel employed, cost of personnel or general management of the corporation or its subsidiaries; (ii) to celebrate any contract to receive department functions, personnel of general management functions from the company or its subsidiaries, from third parties, as well as (iii) to make major changes to the terms of any of those agreements).- For the effects of these bylaws, (A) “normal course of operations” shall mean (i) to develop and operate desalinization plants in Mexico, and (ii) to deliver and sell desalinized water to clients in Mexico and the United States of America, and (B) “Budget” shall mean estimated operative and/or capital cost annually prepared by the General Director and approved by the Board of Directors, or any estimated cost of operation and/or capital for a project prepared by the Board of Directors, without including in both cases any modification that is approved from time to time by the Board of Directors.-… TWENTIETH.- The Board of Directors may approve resolutions out of meeting, in the understanding that such resolutions should be unanimously approved in writing by all the members of the Board of Directors.- CORPORATION SURVEILLANCE.- TWENTYFIRST.- The surveillance of the corporation shall be in charge of two Examiners, whom may have deputies. Examiners may or may not be shareholders, they may be re-elected and they shall continue in their posts until the persons appointed to deputy them take possession of their posts. Series A shareholders shall have the right to elect an Examiner and its corresponding deputy and Series B shareholders shall have the right to elect an Examiner and its deputy.-… SHAREHOLDERS MEETING.- TWENTYTHIRD.- The shareholders meeting is the highest ranking body of the entity.-… TRANSITORY PROVISIONS .- … SECOND.- The minimum fixed capital of N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE shall be the amount of $50,000.00 Pesos (Fifty thousand 00/100 pesos Mexican currency), represented by 50,000 (fifty thousand) shares of common stock, nominative of Class I, with a nominal value of $1.00 peso (One Peso 00/100 Mexican currency) each one.- The variable part of the corporate capital of N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE shall be of $75,000.00 pesos (Seventy five thousand Pesos 00/100 Mexican currency), represented by 75,000 (seventy five thousand) shares of common stock, nominative of Class II, with a face value of $1.00 peso (One Peso 00/100 Mexican currency) each one.- The shares that represent the corporate capital of the company have been entirely subscribed and shall be paid in the following manner:- 1.- Norte Sur Agua, Sociedad de Responsabilidad Limitada de Capital Variable, in this act subscribes 50,000 (fifty thousand) common shares, nominative of Class I, Series A and 74,999 (seventy four thousand nine hundred and ninety nine) common nominative shares of Class II, Series A, and herein pays them in cash.- 2.- Mrs. Alejandro de la Vega Valladolid herein subscribes and pays in cash 1 (One) common and nominative share of Class II stock, series A.- … THIRD.- The grantors considering this their first shareholders meeting by unanimous vote have adopted the following resolutions.- 1.- The Board of Directors shall be composed as follows:- BOARD OF DIRECTORS.- ADVISORS APPOINTED BY SHAREHOLDERS OF SERIES A STOCK - PROPRIETORS.- Mr. Alejandro de la Vega Valladolid.- Mr. Gough Thompson.- Mr. Victor Vilaplana.- ADVISORS APPOINTED BY SERIES “B” STOCK SHARHEOLDERS.- PROPRIETORS.- Frederick W. McTaggart.- Wilmer Pergande.- David W. Sasnett.- It is hereby agreed that all Deputy Advisors appointed by the shareholders of the corporation shall be all persons of which eventually the shareholders give notice to, to the Co-Presidents of the Board of Directors and/or the Secretary of the Company. The officer that receives notice of the corresponding designation on the part of the shareholders, shall notify in writing to the other members of the Board of Directors on the appointment of the respective deputy advisers.- 2.- Messrs. Gough Thompson and Alejandro de la Vega Valladolid, are hereby designated as Co-Presidents of the Board of Directors; Mr. Jorge León Orantes Baena is appointed hereby as Deputy Secretary, the latter two not being part of the Board of Directors.- 3.- Mr. José Elias Quezada García is appointed as Examiner of the corporation by series A shareholders. Likewise, stockholders of Series A in this act designate Mr. Juan Antonio Corrales Pollorena as deputy examiner of Mr. José Elias Quezada García. The herein appointed Deputy Examiner is solely designated to be able to act representing the Examiner on behalf of which he was so designated.-…. 4.- Messrs. Frederick W. McTaggart, David W. Sasnet and Ismael Sánchez González are hereby designated as General Director, Director of Finance and Corporate Controller of the corporation, respectively, having the capacities herein stated same that shall be exercised at all times with the limitations contained in this instrument.- The exercise of these posts by any foreign citizen in Mexico as well as its powers are subject to the obtainment of the corresponding migratory permit that to such effect the Ministry of the Interior issues thereby.- FOURTH.- Messrs. Frederick W. McTaggart, David W. Sasnett , Juan Antonio Corrales Pollorena, and Ismael Sánchez González, are hereby granted a GENERAL POWER , to be jointly or separately exercised, with the following capacities:- GENERAL POWER FOR LAWSUITS AND COLLECTIONS , with all general and special capacities including those that require special or express cause in accordance with the law under the terms of the first paragraph of article 2,428 (two thousand for hundred and twenty eight) of the Civil Code for the State of Baja California and the related articles of the other States in which this power is to be exercised.- Subsequently, the attorney may appear and exercise the appointment before all kinds of persons, either individuals or entities, public or private, decentralized organizations, subsidized institutions, Mexican Institute of Social Security, Institute for the National Workers Housing Fund, administrative, judicial, civil, criminal, labor, tax, federal, state or city authorities, in trial or out of court, as broad as possible, with capacity to bring and desist of all suits, proceedings or trials including the “amparo” proceedings, to file appeals and desist from same, enter into transaction, into arbitration, articulate and answer depositions, recuse, receive payments, file claims, criminal charges or lawsuits and desist from same, to grant pardon as victim, to support the district attorney and request return of objects, intervene in auction as bidder, tender bids, improve same and request asset allocation in favor of the principal.- GENERAL POWER OF ATTORNEY FOR ACTS OF ADMINISTRATION.- with all general and special capacity requiring special or express clause according to the law and terms of the second paragraph of article 2,428 (two thousand four hundred and twenty two) and 2,461 (two thousand four hundred and sixty one) of the Civil Code for the State of Baja California and others related and applicable in the other States wherein the power is exercised.- CAPACITY IN LABOR MATTERS, with the broadest capacity to appear on behalf of the principal before the Labor Board Local or Federal and all labor authorities, with the capacity to hire and terminate employees and officers under the terms of articles 11 (eleven), 46 (forty six), 47 (forty seven), 523 (five hundred and twenty three), 786 (seven hundred and eighty six ) and other related of the Federal Labor Act duly amended, with the capacity to enter into all kinds of conciliatory settlements, agreements, answer suits and file demurrer, with capacity to receive notices and generally to act as manager or representative within all labor proceedings.- POWER TO ISSUE AND SUBSCRIBE NEGOTIABLE DOCUMENTS AND TO DRAW CHARGED ON CORPORATION BANK ACCOUNTS.- In accordance with article nine of the General Act for Negotiable Documents and Operations; … and,- CAPACITY TO GRANT AND REVOKE GENERAL AND SPECIAL POWERS, with or without delegation powers.- This power is subject to the limitations stated in Clause SIXTEENTH of the corporate bylaws of the company.- The exercise of the capacities herein granted by any foreign national is subject to the migratory permit that to such effect is issued by the Ministry of the Interior.-…”.————————————————————
Pág. 12 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— II. The first amendment to the corporate bylaws of his principal , with certified copy of public instrument dated February eight of two thousand and twelve number 38,630 (thirty eight thousand six hundred and thirty), granted by Mr. Carlos E. Ahumada Arruti, Notary Public number Thirteen of Tijuana, Baja California, first issue of which is duly recorded in the Public Registry of Property and Commerce of said place, under Electronic Commercial Number 31187*2 (thirty one thousand one hundred and eighty seven asterisk two), dated march five two thousand and twelve. In said public instrument the General Special Shareholders Meeting of N.S.C. Agua, Sociedad Anónima de Capital Variable, held on that same date was duly formalized, at which the modification of clause fifth of the corporate bylaws was resolved, among others. Of said document, I herein transcribe the following: “… I THE NOTARY, resolving the request and based on the article mentioned before and articles (109) one hundred and nine section (V) five and (113) one hundred and thirteen of the Law for Notaries for the State of Baja California, proceed to formalize and therefore FORMALIZE the special shareholders meeting. … To continue I herein literally transcribe the corresponding part of the Special Shareholders Meeting: “... RESOLUTION.- “1. The amendment to Clause Fifth of the corporate bylaws of N.S.C. Agua, S.A. de C.V., is hereby approved in order for said Clause to read as follows:.- FIFTH.- The corporate capital is variable. The minimum fixed corporate capital is of $50,000.00 (fifty thousand) PESOS MEXICAN CURRENCY, represented by 50,000 (fifty thousand) common shares, nominative of Class I with a face value of $1.00 (one) PESO MEXICAN CURRENCY, each one, totally subscribed and paid.- The variable part of the capital shall have no limit and shall be represented by common nominative shares of Class II, which shall bear the same characteristics as the Special Shareholders Meeting determines their issuance, observing the provisions in the corporate bylaws.- The Class I and Class II shares shall be divided in Series A and Series B. Shares of Series A and Series B shall be of free subscription. The Special Shareholders Meeting shall determine to which Series they shall belong. Only the Series A shareholders may subscribe Series A stock and only the Series B shareholders may subscribe Series B stock. In case a Series A shareholder subscribes or acquires Series B shares, same shall automatically convert into Series A shares. Likewise in case a Series B shareholder subscribes or acquires Series A stock, same shall automatically convert into Series B stock.- All the common shares confer same rights and obligations to their holders. The temporary certificates or stock certificates duly issued shall contain all the requirements stated in article 125 (one hundred and twenty five) of the Commercial Entities Act, may represent one or more shares and shall be signed by two members of the Board of Directors, one designated by the Series A holders and the other designated by the Series B holders. … C L A U S E.- SOLE.- The special shareholders meeting of N.S.C. AGUA, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, held on February (8) eight) of two thousand and twelve (2012) subsequently all resolutions passed thereat shall be formalized…”. ——————————————-
Pág. 13 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— III. The second amendment to the corporate bylaws of N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE , by certified copy of public instrument dated April eighteen, two thousand and twelve, number 68,023 (sixty eight thousand and twenty three), issued by Mr. Luis de Angoitia Becerra, Notary Public number one hundred and nine of Mexico City, first issue of which was duly recorded in the Public Registry of Property and Commerce in Tijuana, state of Baja California, under Commercial Electronic Number 31187*2 (thirty one thousand one hundred and eighty seven asterisk two) dated may eighteen, two thousand and twelve. In said instrument the minute regarding the Special Shareholders Meeting of N.S.C. Agua, Sociedad Anónima de Capital Variable, held on April thirteenth two thousand and twelve, in which among other issues, it was resolved to modify clauses seventh, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twenty first, twenty fourth, twenty fifth and thirtieth of the corporate bylaws, as well as the elimination of clauses thirty ninth and forty first of the corporate bylaws, to take effect as of April fifth two thousand and twelve. Of said document, I herein transcribe the following: “… BACKGROUND … FOUR.- MINUTE THAT IS FORMALIZED IN THIS CORRESPONDING PART.- The appearing party herein exhibits before me in sixteen pages, the Minute of the Special and General Shareholders Meeting of “N.S.C. AGUA”, SOCIEDAD ANONIMA DE CAPITAL VARIABLE, dated April third two thousand and twelve, which integrally states: RESOLUTION.- “1. It is hereby approved to modify clauses seventh, fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twenty first, twenty fourth, twenty fifth and thirtieth of the corporate bylaws of N.S.C. Agua, S.A. de C.V., in order for said Clauses to read as follows as of April 5, 2012: … SIXTEENTH.- With the limitations determined by the Shareholders Meeting, the Board of Directors, shall have the following capacity:.- GENERAL POWER FOR LAWSUITS AND COLLECTIONS, with all general and special clauses that are so required to have a special or express clause, according to law under the terms of the first paragraph of articles 2,428 (two thousand four hundred and twenty eight) and 2,461 (two thousand four hundred and sixty one) of the Civil Code for the State of Baja California and the corresponding codes of the other States of the Mexican Republic in which these powers are to be exercised.- Subsequently, the attorneys in fact may appear and execute this power before all kinds of persons, whether individuals or entities, public or private, governmental or government subsidized, the Mexican Institute of Social Security, The National Workers Housing Fund, administrative, judicial, civil, criminal, labor, fiscal, federal, state, municipal authorities, in court or extra judicially, as broad as the law permits, and to bring and desist from all lawsuits, proceedings or trial including the Amparo trial, file recourses and desist from same, receive payments, file complaints, suits, criminal charges and desist from same granting pardon from the victim, to support the district attorney and request return of objects, intervene in auctions as bidder, make bids and improve them and request the allocation of assets in favor of the corporation.- GENERAL POWER FOR ACTS OF ADMINISTRATION, with all capacities both general and special including those requiring special clause according to the terms of the second paragraph of article 2,428 (two thousand four hundred and twenty eight) and 2,461 (two thousand four hundred and sixty one), of the Civil Code for the State of Baja California and its applicable articles of the States of the Mexican Republic wherein such power is exercised.- CAPACITIES IN LABOR MATTERS, with the most broad capacity to appear on behalf of the principal before the Conciliation and Arbitration Boards, Federal or Local and labor authorities, with the capacity of hiring and terminating employees and officers under the terms of articles 11 (eleven), 46 (forty six), 47 (forty seven), 523 (five hundred and twenty three), 786 (seven hundred and eighty six) and others related from the Federal Labor Act duly amended with capacity to execute all kinds of conciliatory settlements, covenants, answer suits and file demurrer with capacity to receive summons and notices and in general to act as manager or representative within all kinds of labor proceedings.- GENERAL POWER FOR ACTS OF OWNERSHIP, with all capacity including special powers that require special or express clause according to the law under the terms of the third paragraph of article2,428 (two thousand four hundred and twenty eight) and 2,461 (two thousand four hundred and sixty one) of the Civil Code for the State of Baja California and the related articles 2,554 (two thousand five hundred and fifty four) and 2,587 (two thousand five hundred and eighty seven) of the Civil Code for the Federal District and of the other States of the Mexican Republic wherein the power is exercised.- POWER TO ISSUE AND SUBSCRIBE NEGOTIABLE DOCUMENTS AND TO DRAW DISPOSING OF COMPANY BANK ACCOUNTS.- According to article nine of the General Act for Negotiable Documents, the attorneys in fact may on behalf of the company, subscribe, issue, draw and guarantee negotiable documents, binding the company commercially, as well as to open, close and manage bank accounts under the corporation´s name.- CAPACITIES OF SUBSTITUTION. The Board of Directors shall have the capacities of partially or totally substituting the capacities herein conferred, having the power to grant general or special powers, within the powers the attorney in fact possesses and to revoke same.- The following issues are reserved for the Board of Directors and with the purpose of assuring the consistency with any other power granted by the corporation (either granted by resolution passed by the Shareholders Meeting or by the Board of Directors, or by an attorney in fact with powers to delegate) with the capacity to carry out any of the following duties, the corresponding power shall have the limitation of requiring the prior approval from the Board of Directors for its execution: (a) invest in, or form, any subsidiary or affiliate of the corporation or purchase or carry out any type of acquisition of shares or related interest; (b) to acquire, sell or transfer or in any form dispose of the shares of the corporation or of any of its subsidiaries; (c) to sell, transfer or in any other form dispose of assets or property of the corporation or its subsidiaries, of an individual value of $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, or that in total exceed $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, in a series of operations, being related or not, with the exception of a higher amount being authorized by the Board of Directors in the Budget of the company, as is defined hereto; (d) to decide or resolve regarding the manner in which the corporation and any of its legal representatives shall vote shares, stock and/or any other interests of the company in any subsidiary; (e) to place bond, mortgage or grant guarantees on any asset either of the corporation or any of its subsidiaries; (f) to transfer, assign, sell, lien or in any other manner dispose of any technology, trademark, commercial name or intellectual property property or in possession of the corporation or its subsidiaries; (g) to approve any operation between the company and any other direct or indirect shareholder or its subsidiaries or affiliates; (h) to execute any contract during the normal course of operations that exceed an individual value of $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, or that in total exceed $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, in a series of operations, being related or not, with the exception of a higher amount being authorized by the Board of Directors in the Budget of the company, as is defined hereto; (i) to execute any contract out of the normal course of operations of the corporation or its subsidiaries not included in the approved Budget or in the business plan; (j) to assume any type of liability, including debt that individually exceeds $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, or that in total exceed $50,000.00 dollars (fifty thousand dollars currency of the United States of America) or its equivalent in pesos Mexican currency, in a series of operations, being related or not, with the exception of a higher amount being authorized by the Board of Directors in the Budget of the company, as is defined hereto; (k) to execute non-compete agreements; (l) to execute joint-venture agreements; (m) to accept any client or applications for new lines of business of the corporation or its subsidiaries; (n) to execute lease agreements for more than one year; (o) to participate in any arbitration, trial, bankruptcy or any similar proceeding; (p) to accept any economical or non-economical proceeding for the corporation or its subsidiaries, direct or indirect either of the corporation or its subsidiaries or affiliates; (q) to execute any credit contract, new lines of credit or any other financial agreement including credit line increases in existing lines of credit; and (r) to establish profit distribution plans, pension plans, benefit or bonuses plans for employees.- For the effects of these bylaws, (A) “normal course of operations” shall mean (i) to develop and operate desalinization plants in Mexico, and (ii) to deliver and sell desalinated water to clients in Mexico and the United States of America, and (B) “Budget” shall mean the estimated operative cost and/or capital annually prepared by the General Director and approved by the Board of Directors, or any other estimated operative cost and/or capital for a project prepared by the General Director or by the Board of Directors, without inclusion in both cases any modification that is from time to time approved by the Board of Directors.- … TWENTY FIRST.- The surveillance of the company shall be in charge of two Examiners, with deputies if chosen and who shall be appointed by the Shareholders Meeting. The Examiners may or may not be shareholders, may be re-elected and shall maintain their posts until the persons designated to substitute them take possession of their position. …”.———————
Pág. 14 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— IV.- With the certification issued by the Board of Directors of the company that authorizes to exercise its power with the capacities described in section I (first) of this paragraph of capacities, document is herein exhibited and aggregated to the ledger of this instrument under the letter “N” . ———————————————————-
— Mr. David Warren Sasnett, states that the corporation N.S.C. AGUA, SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE , is duly recorded before the National Registry of Foreign Investment, which is evidenced with evidence of renewal that is exhibited to me, of which I make photocopies and adhere to the ledger of this instrument under the letter “O” , therefore the undersigned notary states the obligation referred to in article 34 (thirty four) of the Foreign Investment Act and 44 (forty four) of the corresponding regulation, is hereby complied with. ———————————————————————————
— Likewise Mr. David Warren Sasnett, through its interpreter under oath hereby states that his principal possesses legal capacity and that as attorney in fact his powers to appear to this granting has not been revoked, nor modified or limited in any way and the corporate bylaw of his principal has not suffered amendment different than those consigned hereto. ——————————————————————-
— Messrs. ENRIQUE ESQUIVEL HAROS, ERNESTO CRUZ TRONCOSO SANCHEZ and JORGE GONZALEZ HERRERA, President, Secretary and Treasurer, respectively, and the Commissary from the Ejido of Ejido Mazatlan in the city of Playas de Rosarito, Baja California, prove the legal existence of the Ejido land, their appointments and powers for this granting under the terms of article 121 (one hundred and twenty one) section VIII (eighth) of the Notary Law for the State of Baja California, through the adherence of the certified copies issued by Mr. Luis A. Durazo Bazúa, Notary One of Playas de Rosarito, Baja California, to the ledger of this instrument under the letter “P” , with respect to the third issue of public instrument dated August twenty four two thousand and fifty three, number 2,538 (two thousand five hundred and thirty eight) in the archives of Notary Public Number Two of the city of Tijuana, Baja California, at that time in charge of Mr. Francisco Díaz Martínez, containing Presidential Resolution dated August seventeenth of the year nineteen thirty eight, in which to several neighbors where favored of the village El Rosarito, currently Mazatlan, of an extension of surface of four thousand six hundred seventy one hectares to form Ejido Mazatlan, which is today comprehended in the city of Playas de Rosarito, Baja California. ————————-
— Likewise capacity is proven with base on the previously mentioned legal provision, through the attachment to the ledger of this instrument under letter “Q” , of the certified copy issued by Luis A. Durazo Bazúa, Notary Number One in the city of Playas de Rosarito, Baja California, with respect to the Certification of Graded Change of Representation of the Commissary in the Ejido and the Surveillance Council of Ejido Mazatlan, of said place, dated July twenty eighth two thousand ten, and as members of the referred Ejido Commissary Messrs. Enrique Esquivel Haros, Ernesto Cruz Troncoso Sánchez and Jorge González Herrera, President, Secretary and Treasurer, respectively. —————————————————————————————
— Messrs. Enrique Esquivel Haros, Ernesto Cruz Troncoso Sánchez and Jorge González Herrera, herein express that Ejido Mazatlan, of Playas de Rosarito, Baja California, possesses legal capacity and that their appointments and attributions granted by law have not been revoked, modified or limited in any manner whatsoever.
——————————————————————————————————
Pág. 15 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
————————————— NOTARY OAT H ———————————-
— The undersigned authorizing Notary duly attests: —————————————
— a).- Of the veracity of the act; ————————————————————-
— b).- That the related and inserted hereto truthfully concurs with its originals of which I took copies once compares and returned to the interested parties; ————
— c).- That according to the Foreign Investment Act and its Regulation currently enforced, the contents in this instrument do not require prior permission from the Ministry of Foreign Affairs, however the BUYER through its representative herein states notified of the obligation to inform within a term and under legal form, to said Ministry, of the acquisition executed hereto; ————————————————-
— d).- That Mr. David Warren Sasnett, since not being fluent in Spanish herein appointed Mr. Jorge Alejandro León Orantes Baena, as interpreter whom accompanied him according to the provisions in article 127 (one hundred and twenty seven) of the Notary Law for the State of Baja California, and accepted the post and under oath expressed his lawful and loyal performance; ————————————————
— e).- That the accompanying parties identify themselves at my satisfaction with the documents that were exhibited, of which I took photocopies that were duly compared and attached to the ledger of this instrument under the letter “R” and with the identification of David Warren Sasnett, he additionally proved his legal stay in Mexico; ——————————————————————————————————
— f).- That the undersigned Notary provided to Messrs. Miguel Angel García Gómez, Lourdes Valdivia Lomelí and Adriana Valdivia Lomelí, copies of the document that contains the calculation of the income tax and the process under which said amount to be paid was determined, attached hereto under the letter “S” , with proof of receipt from all parties; ————————————————————————————
— g).- That I consider the parties with legal capacities for this granting, since nothing otherwise proves the contrary; ——————————————————————
— h).- That under oath they expressed being: ———————————————-
— LOURDES VALDIVIA LOMELÍ, of Mexican nationality, born in Tijuana, Baja California, on June ninth, nineteen hundred and seventy three, a house maker, married under common law evidencing same with copy of the marriage certificate that is herein attached under exhibit “L”, with Population Code VALL730609MBCLMR07 (VALL seven three zero six zero nine MBCLMR zero seven), with address at Boulevard Benito Juárez 104-21 (one hundred four dash twenty one) Zona Centro, Playas de Rosarito, Baja California, passing by this city of Tijuana, Baja California. —————-
— ADRIANA VALDIVIA LOMELÍ, of Mexican nationality, born in Tijuana, Baja California, born on July twenty seventh, nineteen hundred and seventy seven, a homemaker, married under asset separation regime, evidencing same with the certified copy of her marriage certificate that has been attached to this letter under exhibit “K”, with Population Code VALA770727MBCLMD02 (VALA seven seven zero seven two seven MBCLMD zero two), with same address as the afore, passing by this city of Tijuana, Baja California. ——————————————————————
Pág. 16 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
— MIGUEL ÁNGEL GARCÍA GÓMEZ, of Mexican nationality, born in Tijuana, Baja California, on February eleventh, nineteen hundred and seventy, a mechanic, married to Mrs. Lourdes Valdivia Lomelí, under common law marriage, Population Code GAGM700211HBCRMG06 (GAGM seven zero zero two one one HBCRMG zero six), with the same address as afore.———————————————————————-
— DAVID WARREN SASNETT, of united states nationality, born in Panama City, Florida, United States of America on November thirteenth nineteen hundred and fifty six, married, finance director, with address at 16254 (one six two five four) Segovia Circle South, Fort Lauderdale, Florida, United States of America, 33331 (three three three three one), passing by this city of Tijuana, Baja California. ————————-
— JORGE ALEJANDRO LEÓN ORANTES BAENA, a Mexican national, born in Mexico City, Distrito Federal, on September third, nineteen hundred and seventy, an attorney at law, married with address at 345 (three forty five) Campos Eliseos, Colonia Chapultepec Polanco, México, Distrito Federal, passing by this city of Tijuana, Baja California. ——————————————————————————————
— ENRIQUE ESQUIVEL HAROS, of Mexican nationality, from Tijuana, Baja California, where he was born on March thirtieth, nineteen hundred and forty four, married, an Ejido commoner, addressed at 104-21 (one zero four dash twenty one) Benito Juárez Boulevard, Zona Centro, Playas de Rosarito, Baja California, passing by this city of Baja California. ————————————————————————————
— ERNESTO CRUZ TRONCOSO SANCHEZ, of Mexican nationality, born Tijuana, Baja California, on November seventh, nineteen hundred and fifty five, married, an Ejido commoner, with the same address as the prior, passing by this city of Tijuana, Baja California. ——————————————————————————————
— JORGE GONZALEZ HERRERA, of Mexican nationality, born in Tijuana, Baja California, on April fifth, nineteen hundred and forty one, married, an Ejido commoner with the same address as the prior, passing by this city of Tijuana, Baja California. —
— Having read this instrument to the appearing parties, to whom I explained the value and legal scope of same, they expressed conformity with its contents, executing same before me on May thirteenth, two thousand and thirteen.- I attest. —————
— LOURDES VALDIVIA LOMELÍ, Signed.- ADRIANA VALDIVIA LOMELÍ, Signed.- MIGUEL ÁNGEL GARCÍA GÓMEZ, Signed.- DAVID WARREN SASNETT, Signed.- JORGE ALEJANDRO LEÓN ORANTES BAENA, Signed.- ENRIQUE ESQUIVEL HAROS, signed.- ERNESTO CRUZ TRONCOSO SANCHEZ, Signed.- JORGE GONZALEZ HERRERA, Signed.- Before me.- The signature and seal of the Notary. ——————————-
—————————— I HEREBY DEFINITIVELY AUTHORIZE ———————
Pág. 17 |
NOTARY PUBLIC NUMBER 18
Ramón Andrés Graciano Dueñas
Notary
Pág. 25
— THIS INSTRUMENT TO HAVE COVERED ALL REQUIREMENTS BOUND BY LAW.- I ATTEST.———————————————————————————————
— TIJUANA, B.C., MAY 16, 2013. ————————————————————-
——————————- ADDITIONAL NOTES ——————————————
— FIRST NOTE.- ON MAY FOURTEENTH OF TWO THOUSAND AND THIRTEEN, THE PREVENTIVE NOTICE TO THE REGISTRAR OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO, BAJA CALIFORNIA, WAS DULY GIVEN AND SAME IS HERETO ATTACHED TO THIS INSTRUMENT UNDER EXHIBIT “T” .- DULY RECORDED.- A SIGNATURE. —————————————————————————————
— SECOND NOTE.- ON MAY FIFTEENTH OF TWO THOUSAND AND THIRTEEN, THE INCOME TAX TO STATES WAS DULY PAID, UNDER THE ENFORCED LEGAL TERMS AS EVIDENCIED IN THE OFFICIAL LETTER ATTACHED HERETO UNDER EXHIBIT “U” .- DULY RECORDED.- A SIGNATURE.————————————————————-
— THIRD NOTE.- ON MAY FIFTEENTH, TWO THOUSAND AND THIRTEEN, THE INFORMATIVE RETURN FOR INCOME TAX WAS DULY FILED VIA INTERNET ON THE MEXICAN INTERNAL REVENUE SERVICES´ WEBSITE ACCORDING TO LAW, AS IS EVIDENCED WITH THE DOCUMENT ATTACHED TO THE LEDGER HERETO UNDER EXHIBIT “V” .- DULY RECORDED.- A SIGNATURE. ——————————————
— FOURTH NOTE.- ON MAY SIXTEENTH, TWO THOUSAND AND THIRTEEN, I RECEIVED PROOF OF THE PAYMENT OF THE TAX ON PROPERTY TRANSFER AND ACQUISITION OF OWNERSHIP AND SAME IS HERETO ATTACHED UNDER EXHIBIT “W” .- DULY RECORDED.- A SIGNATURE. —————————————————-
— THIS IS FIRST ISSUE THAT I HEREIN ISSUE FOR THE USE OF “N.S.C. AGUA, SOCIEDAD ANONIMA DE CAPITAL VARIABLE” , SAME I HEREBY CERTIFY CONCURS CORRECTLY WITH ITS ORIGINAL WITH WHICH IT WAS COMPARED AND IS COMPOSED OF FOURTEEN PAGES, PROTECTED BY KINEGRAMS OF THIS NOTARY, PLUS AN ADDITIONAL ONE HUNDRED AND FIFTY SEVEN PAGES THAT CORRESPOND TO THE LEDGER INCLUDING COVER LETTER, ALL DULY COMPARED, CORRECTED AND AUTHORIZED WITH THE NOTARY SIGNATURE AND SEAL OF THE NOTARY´S OFFICE.- I ATTEST. ——————————————————————————————-
— TIJUANA, BAJA CALIFORNIA, ON MAY TWENTY FIRST OF THE YEAR TWO THOUSAND AND THIRTEEN. —————————————————————-
/s/ Ramon Andres Graciano Dueñas | |
MR. RAMON ANDRES GRACIANO DUEÑAS |
NOTARY PUBLIC No. 18
Pág. 18 |
EXHIBIT 10.32.2
GOVERNMENT OF THE STATE OF CALIFORNIA
PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO
This office hereby certifies that this document has been recorded as follows:
File number: 6033239 | Official receipt: 5245 |
Date of recording: MAY 27, 2013 | Date: MAY 22, 2013 |
Section: CIVIL | Hour: 08:05:08 |
Analyst: KARLA MARITZA BESNEIRIGOYEN PEREZ | Referral invoice: 586562 |
PURCHASE SALE AGREEMENT
PUBLIC INSTRUMENT | FIRST ISSUE OF PUBLIC INSTRUMENT 5520 VOLUME 184 DATED MAY 13, 2013, BY NOTARY PUBLIC NUMBER 18 OF THE CITY OF TIJUANA, B.C. |
AGREEMENT | PURCHASE AGREEMENT |
SELLERS | LOURDES VALDIVIA LOMELI WITH THE CONSENT OF HER SPOUSE MIGUEL ANGEL GARCIA GOMEZ AND ADRIANA VALDIVIA LOMELI |
BUYER (S) | N.C.S. AGUA S.A. DE C.V. REPRESENTED IN THIS ACT BY ITS ATTORNEY IN FACT DAVID WARREN SASNETT, ASSISTED IN THIS ACT BY HIS INTERPRETER JORGE ALEJANDRO LEON ORANTES BAENA |
Lot FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P2/5 EJIDO MAZATLAN | |
Surface: 120,000.000 square meters | |
City Code: EM-033-001 |
NORTHEAST: | 184.622 M WITH EXPROPRIATION FROM CFE | |
4,638 M WITH FRACTION 33-4 | ||
154.720 M WITH PARCEL NUMBER 32 | ||
351.963 M WITH PARCEL NUMBER 32 | ||
SOUTHEAST: | 551.276 M WITH FRACTION 33-2 | |
15.240 M WITH FRACTION 33-3 | ||
0.1974 M WITH EXPROPRIATION FROM CORETT | ||
SOUTHWEST: | 4.750 M. WITH FRACTION 33-3 | |
NORTHWEST: | 12.043 WITH FRACTION 33-3 | |
15.015 M WITH FRACTION 33-3 | ||
40.274 M WITH FRACTION 33-3 | ||
19.781 M WITH FRACTION 33-3 | ||
44.835 M WITH EXPROPRIATION FROM CORETT | ||
14.682 M WITH FRACTION 33-4 | ||
0.116 M WITH EXPROPRIATION FROM CORETT | ||
16.319 M WITH EXPROPRIATION FROM CORETT | ||
14.781 M WITH FRACTION 33-5 | ||
90.193 M WITH EXPROPRIATION FROM CORETT | ||
NO CONSTRUCTIONS INDICATED |
OPERATION VALUE | 12,000,000.00 DOLLARS |
APPRAISAL VALUE | 132,673,488.08 PESOS |
SPECIAL PROVISIONS | WITH THE APPEARANCE OF ENRIQUE ESQUIVEL HAROS, ERNESTO CRUZ TRONCOSO AND JORGE GONZALEZ HERRERA, PRESIDENT, SECRETARY AND TREASURER OF THE EJIDO COMMISSARY IN OFFICE, RESPECTIVELY, REPRESENTING EJIDO MAZATLAN IN ORDER TO GIVE CONSENT OF THIS PRESENT OPERATION |
BACKGROUND | Section: CIVIL |
File Number: 6032845 | |
Date: MARCH 12, 2013 | |
Act: FORMALIZATION OF PROBATE PROCEEDINGS |
6033239
Page 1 of 4 |
GOVERNMENT OF THE STATE OF CALIFORNIA
PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO
This office hereby certifies that this document has been recorded as follows:
File number: 6033239 | Official receipt: 5245 |
Date of recording: MAY 27, 2013 | Date: MAY 22, 2013 |
Section: CIVIL | Hour: 08:05:08 |
Analyst: KARLA MARTIZA BESNEIRIGOYEN PEREZ | Referral invoice: 586562 |
PURCHASE SALE AGREEMENT
THE SUB-RECORDER OF PROPERTY AND COMMERCE
MS. MARIA GUADALUPE MORALES HUERTA
ADVANCED ELECTRONIC SIGNATURE:
Authenticity code: 2105817
To verify this procedure consult http://www.bajacalifornia.gob.mx/rppc
6033239
Page 2 of 4 |
GOVERNMENT OF THE STATE OF CALIFORNIA
PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO
This office hereby certifies that this document has been recorded as follows:
File number: 6033240 | Official receipt: 5245 |
Date of recording: MAY 27, 2013 | Date: MAY 22, 2013 |
Section: CIVIL | Hour: 08:05:08 |
Analyst: KARLA MARTIZA BESNEIRIGOYEN PEREZ | Referral invoice: 586562 |
PLACEMENT OF MORTGAGE
PUBLIC INSTRUMENT | FIRST ISSUE OF PUBLIC INSTRUMENT 5520 VOLUME 184 DATED MAY 13, 2013, BY NOTARY PUBLIC NUMBER 18 OF THE CITY OF TIJUANA, B.C. |
ACT | PLACING OF MORTGAGE IN FIRST PREFERENCE AND GRADE |
CREDITOR | LOURDES VALDIVIA LOMELI, ADRIANA VALDIVIA LOMELI AND EJIDO MAZATLAN OF THE CITY OF PLAYAS DE ROSARITO, B.C. |
DEBTOR | N.C.S. AGUA S.A. DE C.V. |
AMOUNT | 10´050,000.00 DOLLARS |
MORTAGE ON | Lot FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P2/5 EJIDO MAZATLAN Surface: 120,000.000 square meters |
City Code: EM-033-001 |
NORTHEAST: | 184.622 M WITH EXPROPRIATION FROM CFE | |
4,638 M WITH FRACTION 33-4 | ||
154.720 M WITH PARCEL NUMBER 32 | ||
351.963 M WITH PARCEL NUMBER 32 | ||
SOUTHEAST: | 551.276 M WITH FRACTION 33-2 | |
15.240 M WITH FRACTION 33-3 | ||
0.1974 M WITH EXPROPRIATION FROM CORETT | ||
SOUTHWEST: | 4.750 M. WITH FRACTION 33-3 | |
NORTHWEST: | 12.043 WITH FRACTION 33-3 | |
15.015 M WITH FRACTION 33-3 | ||
40.274 M WITH FRACTION 33-3 | ||
19.781 M WITH FRACTION 33-3 | ||
44.835 M WITH EXPROPRIATION FROM CORETT | ||
14.682 M WITH FRACTION 33-4 | ||
0.116 M WITH EXPROPRIATION FROM CORETT | ||
16.319 M WITH EXPROPRIATION FROM CORETT | ||
14.781 M WITH FRACTION 33-5 | ||
90.193 M WITH EXPROPRIATION FROM CORETT | ||
NO CONSTRUCTION IS INDICATED |
SPECIAL PROVISIONS | SAID LIEN IS PLACED IN FAVOR OR LOURDES VALDIVIA LOMELI TO GUARANTEE THE PAYMENT OF AN AMOUNT OF $965,000.00 DOLLATS (NINE HUNDRED SIXTY FIVE THOUSAND UNITED STATES DOLLARS) CURRENCY OF THE UNTED STATES OF AMERICA. |
SAID LIEN IS PLACED IN FAVOR OR ADRIANA VALDIVIA LOMELI TO GUARANTEE THE PAYMENT OF AN AMOUNT OF $965,000.00 DOLLATS (NINE HUNDRED SIXTY FIVE THOUSAND UNITED STATES DOLLARS) CURRENCY OF THE UNTED STATES OF AMERICA. | |
AND IT IS PLACED IN FAVOR OF EJIDO MAZATLAN FROM THE CITY OF PLAYAS DE ROSARITO, B.C.,TO GUARANTEE THE PAYMENT OF AN AMOUNT OF $8,120,000.00 DOLLARS (EIGHT MILLION ONE HUNDRED AND TWENTY THOUSAND U.S. DOLLARS) CURRENCY OF THE UNITED STATES OF AMERICA. | |
BACKGROUND | Section: CIVIL |
File number: 6033239 | |
Date: MAY 27, 2013 | |
Act: PURCHASE AGREEMENT |
6033240
Page 3 of 4 |
GOVERNMENT OF THE STATE OF CALIFORNIA
PUBLIC REGISTRY OF PROPERTY AND COMMERCE OF PLAYAS DE ROSARITO
This office hereby certifies that this document has been recorded as follows:
File number: 6033240 | Official receipt: 5245 |
Date of recording: MAY 27, 2013 | Date: MAY 22, 2013 |
Section: CIVIL | Hour: 08:05:08 |
Analyst: KARLA MARTIZA BESNEIRIGOYEN PEREZ | Referral invoice: 586562 |
PLACEMENT OF MORTGAGE
THE SUB-RECORDER OF PROPERTY AND COMMERCE
MS. MARIA GUADALUPE MORALES HUERTA
ADVANCED ELECTRONIC SIGNATURE:
Authenticity code: 2105817
To verify this procedure consult http://www.bajacalifornia.gob.mx/rppc
6033240
Page 4 of 4 |
EXHIBIT 10.32.3
RAMON ANDRES GRACIANO DUEÑAS
NOTARY PUBLIC NUMBER 18
PUBLIC INSTRUMENT 5,520 | ||
VOLUME 184 |
TOTAL PAGES 156 |
|
DOCUMENTS TO LEDGER | ||
EXHIBIT A | PUB INSTRUMENT 5335 | 55 |
EXHIBIT B | FISCAL AND PROPERTY TAX CERTIFICATE | 2 |
EXHIBIT C | CESPT CERTIFICATE | 1 |
EXHIBIT D | SURVEY | 1 |
EXHBIIT E | APPRAISAL | 9 |
EXHIBIT F | RIGHT PREFERENCE WRIT CITY OF PLAYAS | 2 |
EXHIBIT G | OFFICIAL LETTER PM/161/2013 | 3 |
EXHIBIT H | RIGHT PREFERENCE WRIT STATE GOV | 2 |
EXHIBIT I | OFFICIAL LETTER 124/OMR/2013 | 1 |
EXHIBIT J | PUB INST 22885 AND EJIDO MAZATLAN WRIT | 8 |
EXHIBIT K | MARRIAGE CERTIFICATE | 1 |
EXHIBIT L | MARRIAGE CERTIFICATE | 1 |
EXHIBIT M | RECORDING CERTIFICATE | 3 |
EXHIBIT N | BOARD OF DIRECTORS CERTIFICATION | 11 |
EXHIBIT O | FOREIGN INVESTMENT RENEWAL | 5 |
EXHIBIT P | PUB INST 2538 | 7 |
EXHIBIT Q | CERTIFICATION OF GRADED CHANGE | 22 |
EXHIBIT R | IDENTIFICATION CARDS | 8 |
EXHIBIT S | INCOME TAX CALCULATION | 1 |
EXHIBIT T | PREVENTIVE NOTICE | 1 |
EXHIBIT U | INCOME TAX PAYMENT FEDERAL ENTITIES | 3 |
EXHBIIT V | INFORMATIVE REPORT INCOME TAX | 8 |
EXHIBIT W | ACQUISITION TAX | 1 |
EXHIBIT X | ||
EXHIBIT Y | ||
EXHBIIT Z |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
VALUATION UNIT: ABC CAPITAL, S.A. INSTITUCIÓN DE BANCA MULTIPLE
APPRAISAL INFORMATION SUMMARY |
(Photograph)
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INTERIOR VIEW OF THE REAL ESTATE
SIGNATURE
(Illegible Signature)
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SIGNATURE
(Illegible Signature)
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PROFESSIONAL APPRAISER SIGNATURE MR. MARCELO GONZÁLEZ ALVEAR AUTHORIZATION KEY SHF: 0400663 MUNICIPAL TAX REGISTRY: PV-023/99 |
SIGNATURE AND SEAL MRS. ANA LAURA PALAZUELOS ILLADES AUTHORIZATION KEY SHF: 0903492 0903492 |
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Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
APPRAISAL NUMBER 54179
A P P R A I S A L |
I.- GENERAL ASPECTS |
I.1. ANTECEDENTS |
PETITIONER OF THE APPRAISAL: | EJIDO MAZATLÁN |
NAME OF THE PROFESSIONAL APPRAISER: | MR. MARCELO GONZÁLEZ ALVEAR |
KEY OF THE PROFESSIONAL APPRAISER: | 0400683 |
KEY OF THE PROFESSIONAL APPRAISER BEFORE THE CADASTRAL OFFICE: |
PV-023/99 |
SPECIALIZATION: | REAL ESTATES |
NAME OF THE COMPTROLLER: | MRS. ANA LAURA PALAZUELOS ILLADES |
KEY OF THE COMPTROLLER: | 0903492 |
SPECIALIZATION: | REAL ESTATES |
KEY OF THE APPRAISAL: | 54179 |
DATE OF THE APPRAISAL: | MAY 7, 2013 |
NAME OF THE VALUATION UNIT: | ABC CAPITAL, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE |
KEY OF THE VALUATION UNIT: | 9064 |
NAME OF THE CONSTRUCTOR FOR NEW HOUSING: | NOT APPLICABLE |
INFONAVIT REGISTRATION NUMBER: | NOT APPLICABLE |
INFONAVIT CONDOMINIUM REGISTRATION NUMBER: | NOT APPLICABLE |
PURPOSE OF THE APPRAISAL: | TO ESTIMATE THE VALUE OF THE LAND PLOT IN ITS CURRENT CONDITION |
PURPOSE OR USE OF THE APPRAISAL: | FOR PURPOSES OF NOTARIZATION |
KEY OF THE GRANTING ENTITY: | NOT APPLICABLE |
I.2.- GENERAL INFORMATION OF THE REAL ESTATE |
LONGITUDE: | 117.0644440 | DEGREES |
LATITUDE: | 32.3642220 | DEGREES |
ALTITUDE: | 25.00 | MTS |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
APPRAISAL NUMBER 54179
I.3.- REPRESENTATIONS AND WARNINGS |
For the estimation of the value of a real estate, the following three approaches exist:
THE COSTS APPROACH : Based in the economic principle of “substitution”, it establishes that the value of a property is compared to the acquisition cost of a new property that is equally desirable and with a use or functionality similar to such of the asset that is being valuated.
THE INCOME APPROACH : Based in the economic principle of “anticipation”, it considers values in connection with the present value of future profits arising from the property and is generally measured though the capitalization of a specific level of income.
THE COMPARATIVE MARKET APPROACH : Based in the economic principle of “substitution”, it considers that a well-informed purchaser shall not pay for a property, more than the purchase price of a similar property.
Using the costs approach:
The estimation of the value is carried out calculating the actual cost that the reposition of the real estate and any other improvement that would have been made, as if they were new, shall imply, subtracting the loss of value caused by the depreciation of the improvements, adding the value of the land plot.
- The value of the land plot is obtained from the comparative analysis of values of land plots having similar characteristics to those of the asset being appraised.
- For the value of the construction and/or the improvements, the new reposition value obtained from specialized publications, adjusted for this area, shall be used, depreciating them with basis on the remaining useful life, and the conditions of conservation, in accordance with the Ross- Heidec criteria.
Using the income capitalization approach:
- The estimation of the value is carried out with basis on the rents that the real estate is capable to produce.
- The rents noted for the different kinds of construction were obtained from the market investigation.
- The market approach is based in the comparison of similar real estate to such being appraised or which are currently being offered, study is attached.
The purpose of this appraisal shall be solely and exclusively such established in section ONE (ANTECEDENTS).
To analyze the commercial value, the following verifications of the information received were carried out: | YES | NO |
- The physical identification of the real estate through its location and inspection is coincident with the surface described in the documentation (with the necessary approximation for the scope of the appraisal). | X | |
- The existence of rights of way was verified. | X | |
- The conditions of construction and conservation of the real estate were verified. | X | |
- The conditions of occupation and use of the real estate were verified. | X | |
- The construction of the real estate pursuant to the urban development plan in force. | X | |
- The real estate is considered a historic monument of the INAH. | X | |
- The real estate is considered architectonic patrimony of the INBA. | X |
WARNINGS:
This appraisal does not constitute a structural or foundation report, or a report of any other branch of engineering or architecture different than valuation, therefore, it may not be used for purposes related with such branches, nor any liability for hidden defects or for other characteristics of the real estate that may not be appreciated during an ordinary physical inspection visit for purposes of appraising is assumed, even when certain characteristics that may constitute anomalies with respect to the conditions of ordinary conservation according to the consumed useful life of a real estate or its structure are appreciated, the appraiser does not assume greater liability than mentioning such when identified, considering that, although bad or run-down conditions are present, the obligation of the appraiser is to carry out the appraisal pursuant to the criteria and rules in force and applicable in accordance with the purpose thereof.
No investigations were carried out, except when such circumstance is indicated in the appraisal, with respect to the existence of pipelines or hazardous materials storage which may be harmful to the health of the persons using the building or the conditions thereof, in the asset or its vicinities.
The names of the petitioner, owner, as well as the real estate tax or water accounts numbers and the location of the real estate are mentioned pursuant to the information provided by the client at the moment of requesting the appraisal, therefore, no liability is assumed for errors, omissions or differences with respect to the data registered by official authorities, as such may be the registry.
The surfaces used in the appraisal are obtained from the sources mentioned therein, when “according to measurements” is mentioned, such correspond to the physical measurement, without thereby representing an exact survey, considering the existing measuring variations and customs. Therefore, its result shall only be destined for purposes of calculation of the appraisal.
The age of the real estate is considered with basis on the existing documentary information (construction licenses), real estate tax certificate, public deeds or others) and in its case, it is estimated on the physical appreciations.
I.4.- SURROUNDINGS | ||
CLASSIFICATION OF THE AREA: | SECOND ORDER HOUSING | |
TYPE OF CONSTRUCTION PREVAILING IN THE AREA: | HABITATIONAL HOUSINGOF ONE AND TWO STORIES, AS WELL AS THE CFE PLANT AND CLOSE HOTELS. | |
SATURATION INDEX IN THE AREA: | SEVENTH AS 90% | |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
APPRAISAL NUMBER 54179
POPULATION DENSITY: | MEDIUM | ||
SOCIO-ECONOMIC LEVEL OF THE POPULATION: | MIDDLE CLASS | ||
ENVIRONMENTAL POLLUTION: | NOT RELEVANT | ||
ACCESS WAYS AND IMPORTANCE THEREOF: | THE TIJUANA-ENSENADA HIGHWAY NEARBY TO HACIENDA FLORESTA DEL MAR DEVELOPMENT, CONTINUING THEREAFTER THROUGH CAMINO A PEMEX UNTIL THE CROSSROAD WITH THE SEVENTH STREET, WHICH IS THE ACCESS FRONT TO THE CORRESPONDING REAL ESTATE | ||
URBAN PROXIMITY REFERENCE: | CENTRIC | ||
AVAILABLE INFRASTRUCTURE IN THE AREA: | |||
POTABLE WATER | X | AVAILABLE WITHOUT CONNECTION TO THE REAL ESTATE | |
DRAINAGE AND SEWERAGE | X | AVAILABLE WITHOUT CONNECTION TO THE REAL ESTATE | |
ELECTRIFICATION | X | AVAILABLE AIR NETWORK WITHOUT CONNECTION TO THE REAL ESTATE | |
PUBLIC LIGHTING | X | AVAILABLE AERIAL WITH SODIUM VAPOR LAMPS | |
WAYS OF TRANSPORT | X | AVAILABLE ASPHALT WIDTH: 8.00 MTS | |
SIDEWALKS | X | AVAILABLE TYPE “l” CONCRETE WIDTH 80 CMS | |
OTHER SERVICES AVAILABLE IN THE ZONE:
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TELEPHONES | X | EXISTING | |
SIGNAGE | X | AVAILABLE IN SURROUNDING WAYS AND STREETS | |
NATURAL GAS | X | AVAILABLE | |
PRIVATE SURVEILLANCE | X | AVAILABLE | |
GARBAGE COLLECTION | X | AVAILABLE | |
URBAN INFRASTRUCTURE LEVEL:
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3 | ||
URBAN EQUIPMENT:
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CHURCHES | NON EXISTING | ||
MARKETS OR BUSINESSES | x | EXISTING | |
SCHOOLS | X | EXISTING | |
PARKS AND GARDENS | X | EXISTING | |
PUBLIC TRANSPORT | X | EXISTING in an smaller radius than 800 meters | |
HOSPITALS | NON EXISTING | ||
BANKS | X | EXISTING | |
URBAN EQUIPMENT LEVEL: | 2 | ||
II.- PARTICULAR CHARACTERISTICS |
II.1. LAND PLOT |
LOCATION MAP: | |
SECTION OF STREETS, LIMITS AND ORIENTATION: | REAL ESTATE LOCATED BETWEEN THE STREET CAMINO A PEMEX (NORTHBOUND), MARIANO ESCOBEDO STREET (SOUTHBOUND), SEVENTH STREET (EASTBOUND) AND CAMINO ANTIGUO A PEMEX (WESTBOUND) |
MEASURES AND BOUNDARIES OF THE LAND PLOT ACCORDING TO: | REGISTRATION BEFORE THE PUBLIC REGISTRY OF COMMERCE DATED OCTOBER 5, 2011 |
LAND PLOT BOUNDARIES |
FRACTION 33-1 RESULTING FROM THE SUBDIVISION OF PARCEL 33 Z-1 P-2/5 (ACCORDING TO CERTIFICATE OF P.R.P. AND COMMERCE OF PLAYAS DE ROSARITO) |
FRONT SIDE OF THE LAND PLOT IN MTS: | 184.622 M. |
NORTHEAST: |
IN 184.622 MTS WITH C.F.E. EXPROPRIATION IN 4.638 MTS WITH FRACTION 33-4 IN 154.720 MTS WITH PARCEL NO. 32 IN 351.963 MTS WITH PARCEL NO. 32 |
SOUTHEAST |
IN 551.276 MTS WITH FRACTION 33-2 IN 15.240 MTS WITH FRACTION 33-3 IN 0.194 MTS WITH CORETT EXPROPRIATION |
SOUTHWEST | IN 4. 750 MTS WITH FRACTION 33-3 |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
APPRAISAL NUMBER 54179
NORTHWEST: |
IN 12.043 MTS WITH FRACTION 33-3 IN 15.015 MTS WITH FRACTION 33-3 IN 40.274 MTS WITH FRACTION 33-3 IN 19.781 MTS WITH FRACTION 33-3 IN 44.835 MTS WITH CORETT EXPROPRIATION IN 14.682 MTS WITH FRACTION 33-4 IN 0.116 MTS WITH CORETT EXPROPRIATION IN 16.319 MTS WITH CORETT EXPROPRIATION IN 14.781 MTS WITH FRACTION 33-5 IN 90.193 MTS WITH CORETT EXPROPRIATION SURFACE: 120,000.00 M2
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TOPOGRAPHY AND LAND PLOT CONFIGURATION: |
FLAT LAND PLOT WITH A SIMILAR SHAPE TO A TRAPEZE
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PANORAMIC CHARACTERISTICS: | HABITATIONAL HOUSES COMPRISING THE DEVELOPMENT |
HABITATIONAL DENSITY: | 100 VIV/HA |
(MAXIMUM HOUSING IN THE LAND PLOT ACCORDING TO DEVELOPMENT PLANS) | |
GROUND USE: | HABITATIONAL |
GROUND USE COEFFICIENT (CUS): | 1.00 |
RIGHTS OF WAY AND/OR RESTRICTIONS: | UNKNOWN |
II.2.- GENERAL DESCRIPTION OF THE CONSTRUCTIONS |
CURRENT USE OR PURPOSE: | UNOCCUPIED LAND PLOT WITH A SIMILAR SHAPE TO A TRAPEZE. ITS TOPOGRAPHY IS SENSIBLY FLAT LOCATED WITHIN THE URBAN AREA OF PLAYAS DE ROSARITO | |||
NUMBER OF BEDROOMS: | ||||
NUMBER OF COMPLETE BATHROOMS: | ||||
NUMBER OF PARKING SPACES: (cero “0” if none are existing) | ||||
NUMBER OF HALF BATHROOMS: (cero “0” if none are existing) | ||||
ELEVATOR (1: if existing, 0: if non existing) | ||||
TYPE OF CONSTRUCTION: | ||||
NUMBER OF STORIES: | ||||
APPROXIMATE CONSTRUCTION AGE: | ||||
REMAINING USEFUL LIFE: | ||||
TOTAL USEFUL LIFE: | ||||
CONSERVATION CONDITIONS: | ||||
CONSTRUCTIONS CLASSIFICATION | CONSERVATION CONDITIONS | AGE (YEARS) | ||
T-1 | ||||
PROJECT QUALITY: | ||||
GENERAL TYPE OF REAL ESTATE: | ||||
TERMINATION LEVEL OF CONSTRUCTIONS IN% | ||||
LEVEL AND PROGRESS OF COMMON AREAS: | ||||
GENERAL LEASEABLE UNITS: | ||||
LEASEABLE UNITS: | ||||
II.3.- SURFACES |
TOTAL SURFACE OF LAND: | 120,000.00 m 2 |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
APPRAISAL NUMBER 54179
III ADDITIONAL APPROACHES USED |
III.1. PHYSICAL APPROACH |
Investigation of comparable land plots | ||||||
Location | Characteristics | ground m 2 | const m 2 | Price ($) | Unit P. ($/m 2 ) | Name/telephone |
1 Tijuana Rosarito Hway (conventions center) | Regular flat land plot | 100,000 | 165,000,000 | 1,650.00 | Promotor 664-503-0074 | |
2 Entrance to Playa de Rosarito (centric land plot) | Regular flat land plot | 2,000 | 4,728,150 | 2,364.08 | Promotor 664-204-4962 | |
3 Playas de Tijuana Development Toll Road | Irregular accidently shaped land plot | 40,000 | 45,030,000 | 1,125.75 | Promotor 664-503-0074 | |
4 Playas de Rosarito (South área of Rosarito) | Land plot with irregular hills | 200,000 | 154,050,000 | 770.25 | Promotor 664-316-06-30 | |
5 Playas de Rosarito (Centric Area) | Regular land plot with services | 36,000 | 25,525,943 | 709.05 | Promotor 664-396-9958 | |
6 Playas de Rosarito km 49 (Los Arenales) | Land plot with regular hills | 133,000 | 310,114,500 | 2,331.69 | Promotor 664-686-2120 | |
Average | 1,491.80 |
The comparison is made with respect to the characteristics of the appraised lot | |||||||||||||||
Sur. M2 | Unit ($/m 2 ) | Area | Locat. | Front | Form | Surf. | Com | Resulting F | Unit V.($/m 2 ) | Efficiency factor in appraised real estate | |||||
100,000 | 1,650 | 0.90 | 1.00 | 0.95 | 1.00 | 1.00 | 0.90 | 0.77 | 1,269.68 | Zone | 1.00 | ||||
Factors used in offer 1 | |||||||||||||||
2,000 | 2,364 | 0.90 | 1.00 | 0.95 | 1.00 | 1.00 | 0.90 | 0.77 | 1,819.16 | Location | 1.00 | ||||
Factors used in offer 2 | |||||||||||||||
40,000 | 1,126 | 0.90 | 1.00 | 0.95 | 1.00 | 1.00 | 0.93 | 0.79 | 893.22 | Front | 1.00 | ||||
Factors used in offer 3 | |||||||||||||||
200,000 | 770 | 1.00 | 1.00 | 0.95 | 1.00 | 1.00 | 1.00 | 0.95 | 731.74 | Form | 1.00 | ||||
Factors used in offer 4 | |||||||||||||||
36,000 | 709 | 1.00 | 1.00 | 0.95 | 1.00 | 1.00 | 1.00 | 0.95 | 673.60 | Surface | 1.00 | ||||
Factors used in offer 5 | |||||||||||||||
133,000 | 2,332 | 0.90 | 1.00 | 0.95 | 1.00 | 1.00 | 0.90 | 0.77 | 1,794.23 | Other | 1.00 | ||||
Factors used in offer 6 | |||||||||||||||
Average | 1,196.94 | Resulting F | 1.00 | ||||||||||||
Total surf. land plot | 120,000.00 | m2 | ||||||||||||
Constructions | ||||||||||||||
Types of construction | Use (key) | Class (key) | Age in years | V.U.T. in years | Area m 2 | New V.R. | Age factor | Conservation factor | Other (explain) | F Re. |
Net V.R. ($/m 2 ) |
Constructions partial value |
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Total constructions surface | 0.00 | Total value of the constructions | 0.00 | |||||||||
Accessory surface | Construction Surface | |||||||||||
Common areas and premises (only in condominiums) | ||||||||||||
Key | Description | Unit | Amount | New V.R. | Age in years | V.U.T. in years | Age factor | Conservation factor | F Re. |
Net V.R. ($/m 2 ) |
Proportion | Common areas partial value |
Total value of the common areas and premises | 0.00 | |||||||||||
Total constructions surface | 0.00 | Total value of the constructions | 0.00 | |||||||||
Accessory surface | Construction Surface | |||||||||||
Additional elements (special premises, complementary works and accessory elements) | ||||||||||||
Key | Description | Unit | Amount | New V.R. | Age in years | V.U.T. in years | Age factor | Conservation factor |
F Re.
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Net V.R. ($/m 2 ) |
Partial value Additional Elements |
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Additional elements (special premises, complementary works and accessory elements) | 0.00 | |||||||||||
RESULT OF THE PHYSICAL APPROACH | 143,640,000.00 |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads: (VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
IV. CONCLUSIONS |
IV.1 SUMMARY OF VALUES |
COMPARATIVE MARKET APPROACH | |
(COMPARATIVE MARKET VALUE) | $143,640,000.00 |
COSTS APPROACH | |
(PHYSICAL OR DIRECT VALUE, NET OF REPLACEMENT) | $143,640,000.00 |
CAPITALIZATION APPROACH | |
NON APPLICABLE | |
RESIDUAL APPROACH | |
(RESIDUAL VALUE) | NON APPLICABLE |
CONSIDERATIONS PRIOR TO CONCLUSION |
FROM THE ANALYSIS OF THE VALUES OBTAINED THROUGH THE DIFFERENT APPROACHES, AND CONSIDERING THE DEVELOPMENT OF THE MARKET IN THE AREA OF INFLUENCE OF THE REAL ESTATE, IT IS CONCLUDED THAT THE VALUE OBTAINED THROUGH THE MARKET APPROACH, IS THE ONE THAT BEST REFLECTS ITS COMMERCIAL VALUE; WHICH AMOUNT IS:
$143,640,000.00 |
V.- CONCLUSION |
COMMERCIAL VALUE | $143,640,000.00 |
PROFESSIONAL APPRAISER SIGNATURE
(Illegible Signature)
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COMPTROLLER SIGNATURE
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MR. MARCELO GONZÁLEZ ALVEAR SHF REG: 0400663 SPECIALIZATION: REAL ESTATES MUNICIPAL TAX REGISTRY: PV-023/99 |
MRS. ANA LAURA PALAZUELOS ILLADES SHF REG: 0903492 SPECIALIZATION: REAL ESTATES VALUATION UNIT ABC CAPITAL S.A. INSTITUCIÓN DE BANCA MÚLTIPLE |
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Seal that reads:
(VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
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ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
PHOTOGRAPHS |
(Photograph)
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(Photograph)
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SURROUNDINGS | SURROUNDINGS | |
(Photograph)
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(Photograph)
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INTERIOR VIEW OF THE LAND PLOT | INTERIOR VIEW OF THE LAND PLOT | |
(Photograph)
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(Photograph)
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INTERIOR VIEW OF THE LAND PLOT | INTERIOR VIEW OF THE LAND PLOT | |
(Illegible Signature) | (Illegible Signature) | |
Seal that reads: (VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
ABC CAPITAL |
Blvd. Manuel Avila Camacho, Colonia Lomas de Chapultepec C.P. 11000 Delegacion Alvaro Obregon Mexico D.F. |
MAP OF THE POLYGON |
(Map of the polygon) |
(Construction Chart for Fraction 33-1)
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(Illegible Signature) | (Illegible Signature) | |
Seal that reads: (VALUATION UNIT 09064 APPRAISALS CERTIFICATION ABC CAPITAL, S.A., Institución de Banca Múltiple ANA LAURA PALAZUELOS ILLADES 0903492) |
EXHIBIT 21.1
CONSOLIDATED WATER CO. LTD.
Subsidiaries of the Registrant
The following list includes all of the Registrant’s wholly-owned subsidiaries, majority-owned subsidiaries and affiliates as of December 31, 2013. All subsidiaries of the Registrant appearing in the following table are included in the consolidated financial statements of the Registrant.
Subsidiaries | Jurisdiction of Organization | |
Aquilex, Inc. (100%) | United States of America | |
Cayman Water Company Limited (100%) | Cayman Islands | |
Consolidated Water (Asia) Pte. Limited (95%) | Singapore | |
Consolidated Water (Bahamas) Limited (90.9%) | The Bahamas | |
Consolidated Water (Belize) Limited (100%) | Belize | |
Consolidated Water (Bermuda) Limited (Affiliate) | Bermuda | |
DesalCo Limited (100%) | Cayman Islands | |
N.S.C. Agua, S.A. de C.V. (99.9%) | Mexico | |
Ocean Conversion (BVI) Ltd. (Affiliate) | The British Virgin Islands | |
Ocean Conversion (Cayman) Limited (100%) | Cayman Islands | |
PT Consolidated Water Bali (95%) | Indonesia |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors Consolidated Water Co. Ltd.:
We consent to the incorporation by reference in the Registration Statement (No. 333−10206) on Form S−8 of Consolidated Water Co. Ltd. of our report dated March 17, 2014, with respect to the consolidated balance sheets of Consolidated Water Co. Ltd. as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013, which report appears in the December 31, 2013 annual report on Form 10−K of Consolidated Water Co. Ltd.
/s/ Marcum LLP | ||
Fort Lauderdale, Florida | ||
March 17, 2014 |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors Consolidated Water Co. Ltd.:
We consent to the incorporation by reference in the Registration Statement on Form S−8 (Registration No. 333−10206) of Consolidated Water Co. Ltd. of our report dated March 17, 2014 relating to the consolidated financial statements of Ocean Conversion (BVI) Ltd. which appear in this Form 10−K.
/s/ Marcum LLP | ||
Fort Lauderdale, Florida | ||
March 17, 2014 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Form 10-K of Consolidated Water Co. Ltd. for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof, I, Frederick W. McTaggart, certify, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, that:
1. I have reviewed the Form 10-K of Consolidated Water Co. Ltd. for the fiscal year ended December 31, 2013;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 17, 2014 | By: | /s/ Frederick W. McTaggart |
Name: | Frederick W. McTaggart | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Form 10-K of Consolidated Water Co. Ltd. for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof, I, David W. Sasnett, certify, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, that:
1. I have reviewed the Form 10-K of Consolidated Water Co. Ltd. for the fiscal year ended December 31, 2013;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 17, 2014 | By: | /s/ David W. Sasnett |
Name: | David W. Sasnett | |
Title: | Executive Vice President & Chief Financial Officer | |
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-K of Consolidated Water Co. Ltd. for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Frederick W. McTaggart, certify, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 17, 2014 | By: | /s/ Frederick W. McTaggart |
Name: | Frederick W. McTaggart | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Form 10-K of Consolidated Water Co. Ltd. for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Sasnett, certify, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 17, 2014 | By: | /s/ David W. Sasnett |
Name: | David W. Sasnett | |
Title: | Executive Vice President & Chief Financial Officer | |
(Principal Financial and Accounting Officer) |