UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events.
On April 28, 2023, The Board of Water Supply of the City and County of Honolulu, Hawaii (the “BWS”) posted a “Notice of Award” that Kalaoloa Desalco LLC, an indirect wholly-owned subsidiary of Consolidated Water Co. Ltd. (the “Company”), has been selected to design, construct, operate and maintain the Kalaeloa Seawater Desalination Facility in Oahu, Hawaii (the “Project”). The Notice of Award disclosed a fixed design and construction fee of $149,648,118 and an annual operation and maintenance fee of $2,721,919. Further on May 16, 2023, in a presentation at the American Council of Engineering Companies of Hawaii 2023 Symposium, the BWS reviewed the Notice of Award and indicated that the Project would be funded over multiple years, with $60,000,000 funded in 2024, and is estimated to be completed in 2026. On May 18, 2023, the Company learned that members of the public were aware that the Company indirectly owns Kalaoloa Desalco LLC.
The Company is working to satisfy the prerequisites to execution of the definitive agreements relating to the Project, including delivering bonds, certificates of insurance and other documents. The definitive agreements will not be executed until the BWS has completed its internal processes, which include, but may not be limited to (a) review of required bonds and insurance, (b) review and approval of the agreements by the BWS legal counsel, and (c) approval and execution of the agreements by the Manager and Chief Engineer of the BWS. The Company anticipates it could take several weeks for this process to be concluded and for the definitive agreements to be executed. While the Company intends to diligently complete the prerequisites for the execution of definitive agreements, the Company cannot provide any assurances that the definitive agreements will be signed. If and when definitive agreements are signed, the Company will disclose additional details regarding the Project and the material details of the agreements.
Note about forward-looking statements. Statements contained in this Current Report on Form 8-K other than recitation of historical facts are “forward-looking” statements within the meaning of Section 27A of the Exchange Act and Section 21E of the Exchange Act. Forward-looking statements usually containing the words "believe", "estimate", "project", "intend", "expect", "should", "will" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, world events impacting the ability or desire of people to travel to the Company’s service areas, continued acceptance of the Company's products and services in the marketplace, changes in its relationships with the governments of the jurisdictions in which it operates, the outcome of its negotiations with the Cayman Islands government regarding a new retail license agreement, its ability to successfully secure contracts for new water projects (including for the Project), its ability to develop and operate such projects (including the Project) profitably, its ability to collect its delinquent accounts receivable in the Bahamas, and its ability to manage growth and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. Except as otherwise required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSOLIDATED WATER CO. LTD. | ||
By: | /s/ David W. Sasnett | |
Name: | David W. Sasnett | |
Title: | Executive Vice President & Chief Financial Officer | |
Date: May 18, 2023 | ||
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