Mar 01, 2018
TAMPA, Fla., March 1, 2018 /PRNewswire/ -- AquaVenture Holdings Limited (NYSE: WAAS) ("AquaVenture" or the "Company"), a leader in Water-as-a-Service™ ("WAAS™") solutions, today reported financial results for the quarter and full year ended December 31, 2017.
2017 Financial Highlights
For the three months ended December 31, 2017:
For the full year ended December 31, 2017:
"We achieved strong growth in both our fourth quarter and full year 2017 financial results. We continue to benefit from our operational expertise and customer-centric focus delivering Adjusted EBITDA plus cash collected on the Peru construction contract growth of 22.2% in the fourth quarter and 23.9% for the full year," said Doug Brown, AquaVenture's Chairman and Chief Executive Officer. "I am pleased with the progress we have made in our first full year as a public company with positive developments in both Quench and Seven Seas Water. On the Quench side of the business, we completed three acquisitions in 2017, and we have executed agreements for three more acquisitions already during the first quarter of 2018, with two of these closed in January and the third anticipated to close later today. These acquisitions will bring Quench's total installed rental unit base to over 100,000 units. Collectively, these strategic acquisitions strengthen our position in key geographic areas, and expand our service offerings to include sales of water coolers through a distribution network in addition to end users. At Seven Seas Water, we were able to achieve strong financial results despite having to manage through challenging weather headwinds in 2017, including the floods in Peru and the hurricanes in the Caribbean. In addition, we are excited about our recently announced agreement to purchase a majority interest in a desalination plant in Accra, Ghana. This will represent Seven Seas Water's first venture into Africa and we look forward to working with the project stakeholders in managing through the various closing conditions to bring this to completion. We believe 2018 is off to a great start and we are well-positioned to build upon our 2017 performance. I would like to thank our employees for their tireless work during trying times in the past year. I am extremely proud of the way the AquaVenture team mobilized to assist customers, co-workers, friends and our local communities in times of great need. We remain committed to executing our growth strategy and look forward to continuing our efforts to serve not only our customers but also our environment, providing clean drinking water in areas of need while reducing the plastic waste in our environment."
Seven Seas Water. On February 9, 2018, the Company entered into an agreement with Abengoa Water S.L.U. ("Abengoa") to purchase a majority interest in a desalination plant in Accra, Ghana. The plant has the capacity to deliver approximately 18.5 million gallons (60,000 m3) per day of potable water to Ghana Water Company Limited ("GWCL") under a long-term, U.S. dollar denominated water purchase agreement. Political risk insurance is provided to the project lenders and project equity sponsors by Multilateral Investment Guarantee Agency (MIGA), a division of the World Bank. The base purchase price for this interest is approximately $26 million, subject to adjustment in accordance with the purchase agreement. Completion of the purchase, which is expected to occur by the end of the second quarter of 2018, is subject to the satisfaction of certain conditions precedent.
The transaction is structured as the purchase of the entire share capital of Abengoa's subsidiary that holds a 56% economic interest in Befesa Desalination Developments Ghana Limited ("BDDG"), the Ghanaian company that owns the plant. The purchase price is subject to adjustment based on the results of negotiations with GWCL regarding changes to the water purchase agreement and with BDDG's lenders regarding the existing financing arrangements, among other things. AquaVenture Holdings has also offered to purchase the remaining 44% economic interest in BDDG on the same principal terms and is in active negotiations with that shareholder.
The Company has also entered into an agreement to purchase a SWRO desalination plant in Long Island, The Bahamas for a purchase price of approximately $3.0 million, subject to adjustment in accordance with the purchase agreement. The plant has the capacity to deliver approximately 200 thousand gallons per day of potable water to the Water and Sewage Corporation ("W&SC") of The Bahamas under a long-term water purchase agreement. This deal is expected to close within the next two months, after satisfaction of customary closing conditions, including the approval of the Central Bank of The Bahamas.
In addition, the Council of Ministers in St. Maarten have authorized the Public Health Minister to proceed with an amendment to the water purchase agreement with Seven Seas Water. The amendment will reduce the required minimum monthly water purchase by GEBE, the Dutch St. Maarten government-owned utility company, effective April 1, 2018, in exchange for a 3-year extension to the water contract. The reduction in minimum will remain in effect for three years, at which time the minimum purchase will then revert to current minimum requirements for the remainder of the contract. The Government has the option to extend the lower minimum volumes for an additional two years, which, if exercised, would also extend the contract expiry from 2025 to 2027. This amendment is expected to be executed within the next two weeks.
Quench. On January 12, 2018, Quench acquired substantially all the point-of-use water filtration assets of Clarus Services and Watermark USA. These asset acquisitions added approximately 1,500 units to Quench's installed asset base primarily in the Richmond, Virginia and Philadelphia, Pennsylvania markets at an aggregate purchase price of $1.6 million.
On February 22, 2018, Quench entered into an agreement to acquire the point-of-use water assets of Wa-2 Water Company Ltd., which is based in Vancouver, British Columbia. This acquisition further expands Quench's presence in the Canadian market and provides Quench with a leading position in Western Canada with more than 5,000 rental units installed. The purchase price for this transaction is approximately $5.2 million. This acquisition is expected to close on March 1, subject to customary closing conditions and approvals.
Consolidated Financial Performance
For the fourth quarter of 2017, total revenues increased 8.4% to $32.4 million from $29.8 million in the 2016 period. Total gross margin decreased 50 basis points to 48.2% for the fourth quarter of 2017 from 48.7% in the prior year period.
Total selling, general and administrative expenses ("SG&A") decreased to $18.7 million in the fourth quarter of 2017 from $24.9 million in the prior year period. The 2016 period included $6.1 million of one-time IPO triggered cash bonuses, including payroll taxes, in Quench that was not included in the 2017 period.
Net loss for the fourth quarter of 2017 was $6.6 million, compared to a net loss of $7.5 million in the prior year period. Adjusted EBITDA was $10.5 million for the fourth quarter of 2017, an 18.0% increase over $8.9 million in the prior year period. Adjusted EBITDA Margin of 32.5% for the fourth quarter of 2017 increased 270 basis points from 29.8% in the prior year period. Adjusted EBITDA plus the cash collected on the Peru construction contract was $12.5 million in the fourth quarter of 2017 compared to $10.3 million in the prior year period, an increase of 22.2%.
Net cash provided by operating activities for the quarter ended December 31, 2017 was $4.0 million compared to $2.4 million for the comparable period of 2016. Capital expenditures and long-term contract expenditures were $4.0 million for the quarter ended December 31, 2017 compared to $3.5 million in the prior year period.
As of December 31, 2017, cash and cash equivalents was $118.1 million and total debt was $174.3 million.
For the year ended December 31, 2017, total revenues increased 6.2% to $121.2 million from $114.1 million in the prior year and gross margin declined 170 basis points to 47.3% from 49.0% in the prior year. Total SG&A increased to $69.6 million for the year ended December 31, 2017 from $68.2 million in the prior year. The $1.5 million increase in SG&A was primarily due to an $8.1 million increase in share-based compensation resulting from equity grants made in connection with our initial public offering ("IPO") during the fourth quarter of 2016 (the "IPO Grant"), which was partially offset by a reduction in compensation of $6.1 million due to one-time IPO triggered cash bonuses, including payroll taxes, recorded in the fourth quarter of 2016. Net loss for the year ended December 31, 2017 was $25.8 million compared to $20.5 million in the prior year.
Adjusted EBITDA was $38.1 million for the year ended December 31, 2017, a 6.0% increase over Adjusted EBITDA of $36.0 million in the prior year. Adjusted EBITDA Margin remained flat at 31.5%. Adjusted EBITDA plus the cash collected on the Peru construction contract was $46.2 million for the year ended December 31, 2017 compared to $37.3 million in the prior year, an increase of 23.9%.
Net cash provided by operating activities for the year ended December 31, 2017 increased 17.4% to $15.9 million compared to the prior year. Capital expenditures and long-term contract expenditures were $15.9 million for the year ended December 31, 2017 compared to $20.0 million in the prior year.
Fourth Quarter and Full Year 2017 Segment Results
Seven Seas Water
Seven Seas Water revenues of $15.1 million for the fourth quarter of 2017 increased 1.4% from $14.9 million in the prior year period. The increase was mainly due to the inclusion of incremental revenues from our Peru operations acquired in October 2016 and higher revenues in the USVI due to an increase in short-term demand following the hurricanes, partially offset by lower revenues from our BVI plant primarily due to rate adjustments in connection with the August 4, 2017 contract amendment.
Seven Seas Water gross margin of 42.4% for the fourth quarter of 2017 remained flat compared to the prior year period. The gross margin included a decline resulting from the aforementioned BVI contract amendment and an offsetting increase from better-than-expected performance in Peru during the current quarter as a result of operating efficiencies and lower repairs and maintenance expense.
Seven Seas Water SG&A for the fourth quarter of 2017 decreased 8.2% to $7.0 million compared to the prior year period. The decrease was mainly due to lower compensation and benefits expense primarily related to lower discretionary compensation and lower acquisition-related costs which were higher in the prior year period due to costs incurred in connection with the closing of the Peru acquisition.
Net loss for our Seven Seas Water segment was $3.5 million for the three months ended December 31, 2017 as compared to net income of $0.7 million in the prior year period. Adjusted EBITDA of $6.7 million for the fourth quarter of 2017 increased 12.0% over Adjusted EBITDA of $6.0 million in the prior year period. Adjusted EBITDA Margin increased to 44.6% in the fourth quarter of 2017 from 40.3% in the prior year period. Adjusted EBITDA plus cash collected on the Peru construction contract was $8.8 million in the fourth quarter of 2017 compared to $7.4 million in the prior year period, an increase of 19.0%.
For the year ended December 31, 2017, Seven Seas Water revenues were $58.4 million, an increase of 4.5% over the prior year revenues of $55.9 million. Gross margin for the year ended December 31, 2017 decreased 280 basis points to 40.7% from 43.5% in the prior year. Total SG&A expenses for the year ended December 31, 2017 increased $4.1 million to $25.7 million from $21.6 million in the prior year. Net loss for the year ended December 31, 2017 was $11.4 million, compared to a net loss of $3.4 million in the prior year. Adjusted EBITDA of $25.4 million for the year ended December 31, 2017 reflected a 2.9% increase over the prior year Adjusted EBITDA of $24.7 million. Adjusted EBITDA Margin decreased 70 basis points to 43.5% from 44.2% in the prior year. Adjusted EBITDA plus cash collected on the Peru construction contract was $33.5 million for the year ended December 31, 2017 compared to $26.0 million in the prior year period, an increase of 28.7%.
Quench revenues of $17.2 million for the fourth quarter of 2017 increased 15.4% from $14.9 million in the prior year period. Rental revenues increased 9.7% compared to the prior year period, which was comprised of 7.2% organic growth due to additional units placed under new leases in excess of unit attrition, and 2.4% from acquisitions. Other revenues increased $1.1 million, or 45.3%, compared to the same period of 2016 due to new revenue from the Wellsys acquisition, offset in part by a reduction in customer equipment sales.
Quench gross margin for the fourth quarter of 2017 decreased to 53.2% from 55.0% for the prior year period, primarily due to a decline in higher-margin direct customer equipment sales, and growth of lower-margin businesses, including coffee and Wellsys dealer equipment sales.
Quench SG&A for the fourth quarter of 2017 decreased $6.0 million, or 36.4%, compared to the prior year period. The decrease was primarily due to IPO triggered compensation and associated payroll taxes of $6.1 million recorded during the fourth quarter of 2016, and a decrease in expenses during 2017 related to the implementation of a new software-as-a-service ("SAAS") based enterprise resource planning ("ERP") system, partially offset by higher amortization expense of deferred lease costs related to incremental units placed on lease.
Quench reported a net loss of $2.0 million for the fourth quarter of 2017 compared to a net loss of $9.2 million in the prior year period. Adjusted EBITDA of $4.8 million for the fourth quarter of 2017 increased 30.1%, compared to Adjusted EBITDA of $3.7 million in the prior year period. Adjusted EBITDA Margin increased 310 basis points to 28.0% in the fourth quarter of 2017 from 24.9% in the prior year period.
For the year ended December 31, 2017, Quench reported total revenues of $62.8 million, a $4.6 million, or 7.8%, increase compared to the prior year revenues of $58.2 million. Gross margin for the year ended December 31, 2017 decreased to 53.4% from 54.4% in the prior year. Total SG&A expenses for the year ended December 31, 2017 decreased to $39.4 million from $44.1 million in the prior year. Net loss for the year ended December 31, 2017 was $10.2 million, compared to a net loss of $16.6 million in the prior year. Adjusted EBITDA was $16.7 million for the year ended December 31, 2017, a 25.4% increase from Adjusted EBITDA of $13.3 million for 2016. Adjusted EBITDA Margin increased 370 basis points to 26.5% for the year ended December 31, 2016 from 22.8% in the prior year period.
Corporate and Other
Corporate and Other SG&A for the fourth quarter of 2017 increased to $1.3 million from $0.9 million in the prior year period. The increase was mainly due to an increase in share-based compensation from incremental equity awards granted to certain members of our board of directors throughout 2017, and higher professional fees related to corporate activities.
For the year ended December 31, 2017, Corporate and Other SG&A increased to $4.6 million from $2.5 million in the prior year. The increase was mainly due to an increase in insurance and professional fees, including elevated legal, audit and consulting and advisory costs, since becoming a public company in October of 2016, and in connection with our Sarbanes Oxley implementation efforts and the adoption of the new revenue and lease accounting guidance. In addition, share-based compensation increased from incremental equity awards granted to certain members of our board of directors in late 2016 and throughout 2017.
For the full year 2018 outlook, the Company has incorporated the following transactions:
The impacts of the binding agreement with Abengoa Water to purchase a majority interest in a desalination plant in Accra, Ghana have been not been included in the 2018 outlook due to the pending conditions precedent.
In addition and as previously disclosed in our quarterly filings, the Company will adopt effective January 1, 2018 the new revenue recognition accounting standards. While the adoption will not have an impact on our cash flows generated from our existing contracts, our project fundamentals or the internal rate of return generated on our projects, the new accounting standards will have an impact on our reported financial results.
The contracts most significantly impacted include contracts accounted for as service concession arrangements within our Seven Seas Water segment. For those contracts, we have concluded that the timing of the revenue recognition for the portion of revenue associated with the construction obligations will change from being recognized ratably over the contract period, which is aligned with cash receipts, to being recognized over the construction period, which generally occurs in the beginning of the contract term. This change will create a separation between the timing of recognizing revenue and the timing of collecting cash from the customer. Revenues associated with our operating and maintenance ("O&M") obligations will continue to be recognized ratably over the term of the contract as presented today. Another significant change to our financial results related to the adoption is the classification of interest income on financed customer receivables. Historically, the Company has recorded interest income on customer receivables within Other Income. As the Company has concluded that providing financing to customers is an ordinary activity, the interest income will now be classified within revenues as financing income and will be included in Adjusted EBITDA.
We also expect the adoption to have an impact on cost of revenues, gross profit margin and SG&A as a result of either reclassification or timing of recognition of certain costs. In addition, Adjusted EBITDA and Adjusted EBITDA plus the cash collected on the Peru construction contract will be impacted as a result of the change in timing of the recognition of revenue and the reclassification of interest income to revenues.
While the Company plans to provide a complete update on the effects of the new revenue recognition accounting standard on both prior and projected results during March through a separately scheduled investor education session, the Company has provided the full year 2018 outlook under the standards in effect through December 31, 2017, as well as in effect from January 1, 2018. For the full year 2018, the Company currently expects to achieve the following financial results:
The above statements are based on current expectations and supersede previously provided guidance. These statements are forward-looking, and actual results may differ materially. We do not provide GAAP financial measures on a forward-looking basis because we are unable to predict with reasonable certainty the ultimate outcome of unusual gains and losses, acquisition-related expenses and purchase accounting fair value adjustments, among other factors, without unreasonable effort. These items are uncertain, depend on various factors, and could be material to our results computed in accordance with GAAP.
AquaVenture is a multinational provider of WAAS™ solutions that provide customers a reliable and cost-effective source of clean drinking and process water primarily under long-term contracts that minimize capital investment by the customer. AquaVenture is composed of two operating platforms: Quench, a U.S.-based provider of Point-of-Use, or POU, filtered water systems and related services to approximately 40,000 institutional and commercial customers; and Seven Seas Water, a multinational provider of desalination and wastewater treatment solutions, providing more than 8.5 billion gallons of potable, high purity industrial grade and ultra-pure water per year to governmental, municipal, industrial and hospitality customers.
Conference Call and Webcast Information
AquaVenture will host an investor conference call on Thursday, March 1, 2018 at 8:00 a.m. EDT. Prior to the conference call, AquaVenture will post an investor presentation on the Investor Relations section of the Company's website, www.aquaventure.com. Interested parties are invited to listen to the conference call by dialing 1-877-407-0789, or, for international callers, 1-201-689-8562 and ask for the AquaVenture conference call. Replays of the entire call will be available through March 8, 2018 at 1-844-512-2921, or, for international callers, at 1-412-317-6671, conference ID #13676370. A webcast of the conference call will also be available through the Investor Relations section of the Company's website, www.aquaventure.com. A copy of this press release is also available on the Company's website.
Safe Harbor Statement
This release contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release regarding management's future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to AquaVenture's strategic focus; its forecast of full-year 2018 financial results; expectations regarding future business development and acquisition activities; its expectations regarding performance, growth, cash flows and margins from recently completed acquisitions; its expected margins and the impacts thereon from various customer contracts; the impacts on operating results of the timing, size and accounting treatment of acquisitions; AquaVenture's ability to complete the proposed acquisitions on the terms or in the timeframes currently expected; expected purchase price adjustments; the ability of the conditions to closing to be satisfied or waived; and AquaVenture's ability to successfully negotiate the purchase of the remaining 44% economic interest in BDDG, constitute forward-looking statements. Forward-looking statements can be identified by terminology such as "anticipate," "believe," "could," "could increase the likelihood," "estimate," "expect," "intend," "is planned," "may," "should," "will," "will enable," "would be expected," "look forward," "may provide," "would" or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors detailed in AquaVenture's filings with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, AquaVenture's actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. AquaVenture is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
AQUAVENTURE HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED KEY METRICS
Management uses key metrics for internal reporting and forecasting purposes, when publicly providing its business
outlook, to evaluate the Company’s performance and to evaluate and compensate the Company’s executives. The
Company has provided these metrics because it understands that some investors and financial analysts find this
information helpful in analyzing the Company’s financial results and comparing the Company’s financial performance
to that of its peer companies and competitors.
NON-GAAP FINANCIAL MEASURES
Among the key metrics are non-GAAP financial measures. The Company has provided non-GAAP financial measures
in addition to GAAP financial results because it believes that these non-GAAP financial measures provide useful
information to certain investors and financial analysts for comparisons across accounting periods not influenced by
certain non-cash items that are not used by management when evaluating the Company’s historical and prospective
Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings (loss) before net interest expense, income
taxes, depreciation and amortization as well as adjusting for the following items: share-based compensation expense,
gain or loss on disposal of assets, acquisition-related expenses, goodwill impairment charges, changes in deferred
revenue related to our bulk water business, ERP system implementation charges for a SaaS solution, initial public
offering costs, gains (losses) on extinguishment of debt, IPO triggered compensation, gains on bargain purchases and
certain adjustments recorded in connection with purchase accounting for acquisitions. Adjusted EBITDA should not be
considered a measure of financial performance under GAAP. Management believes that the use of Adjusted EBITDA,
which is used by management as a key metric to assess performance, provides consistency and comparability with our
past financial performance, and facilitates period-to-period comparisons of operations. Management believes that it is
useful to exclude certain charges, such as depreciation and amortization, and non-core operational charges, from
Adjusted EBITDA because (1) the amount of such expenses in any specific period may not directly correlate to the
underlying performance of our business operations and (2) such expenses can vary significantly between periods.
Adjusted EBITDA Margin
Adjusted EBITDA Margin, a non-GAAP financial measure, is defined as Adjusted EBITDA as a percentage of
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