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 leading provider of filtered water systems and related services with over 125,000 units installed at institutional and commercial customer locations across the U.S. and Canada; 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.
Our results of operations may fluctuate significantly based on a number of factors.
Our Seven Seas Water desalination business is dependent on a small group of customers for a significant amount of our revenue.
In Curaçao, our customer is dependent on Petróleos de Venezuela S.A., or PDVSA (the state‑owned oil company of Venezuela), and any financial or other issues our customer experiences with PDVSA could adversely affect our results of operations and financial condition. Further, our water sales agreement, if not extended or renewed by the end of 2019, would materially reduce the revenues, results of operations and cash flows of our Seven Seas Water business.
The future growth of our Seven Seas Water business is dependent on our ability to identify and secure new project opportunities in a competitive environment.
A number of factors may prevent or delay our Seven Seas Water business from building new desalination plants and expanding our existing desalination plants, including our dependence on third‑party suppliers and construction companies.
Our negotiations of changes to existing desalination customer contracts may not be successful and may adversely affect our business and results of operations.
If the rental portion of our business experiences a higher annual unit attrition rate than forecasted, our revenues could decline and our costs could increase, which would reduce our profits and increase the need for additional funding.
Increased competition could hurt our Quench business.
Certain of our long‑term water supply contracts under our Seven Seas Water business require us to transfer ownership of the desalination plant to the customer upon expiration or termination of the contract, or permit the customer to purchase the desalination plant in accordance with the contract before the expiration or termination of the contract.
The political, economic and social conditions impacting our geographic markets may adversely affect our Seven Seas Water business.
We face possible risks associated with the physical effects of climate change.
We may sustain losses that exceed or are excluded from our insurance coverage or for which we are not insured.
Our Seven Seas Water desalination operations may be affected by tourism and seasonal fluctuations which could affect the demand for our water.
Quench’s largest customers account for a significant percentage of Quench’s revenues, and our business would be harmed were we to lose these customers.
Certain of our water supply contracts do not contain “take‑or‑pay” obligations, which may adversely affect Seven Seas Water’s financial position and results of operation.
Our ability to compete successfully for acquisition opportunities and otherwise implement successfully our expansion strategy depends, in part, on the availability of sufficient cash resources, including proceeds from debt and equity financings.
Our substantial indebtedness could affect our business adversely and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flows to satisfy our liquidity needs.
We have significant cash requirements and limited sources of liquidity.
Future revenue for our long‑term water supply agreements under our Seven Seas Water business is based on certain estimates and assumptions, and the actual results may differ materially from such estimated operating results.
Our emergency response services under our Seven Seas Water business expose us to additional challenges and risks.
The profitability of our Seven Seas Water facilities is dependent upon our ability to estimate costs accurately and acquire, construct and operate plants within budget.
Fluctuations in interest rates may adversely impact our business, financial condition and results of operations.
Our inability to negotiate pricing terms in U.S. dollars may adversely impact our Seven Seas Water desalination business, financial condition and results of operations.
Our business and ability to enforce our rights under agreements relating to our Seven Seas Water business may be adversely affected by changes in the law or regulatory regimes in the jurisdictions in which we operate.
Operational and execution risks may adversely impact the financial results of our Quench business.
Our multi‑year contracts under our business may limit our ability to quickly and effectively react to general economic changes.
Changes in demand for our Quench products and services may affect operating results.
In our Quench business, we face the risk that our customers may fail to properly maintain, use and safeguard our equipment, which may negatively affect us as the providers of the systems.
Many of our Seven Seas Water facilities are located on properties owned by others. If our landlords restrict our access to those properties or damage our facilities or equipment, our ability to develop, operate, maintain and remove our equipment would be adversely affected.
We rely on information technology and network infrastructure in areas of our operations, and a disruption relating to such technology or infrastructure could harm our business.
Failure to maintain the security of our information and technology networks, including information relating to our service providers, customers and employees, could adversely affect us.
We may experience difficulty obtaining materials or components for our Quench products.
Our holding company structure effectively subordinates our parent company to the rights of the creditors of certain of our subsidiaries.
Seven Seas Water may invest in projects with third‑party investors that could result in conflicts.
Our ability to grow our business could be materially adversely affected if we are unable to raise capital on favorable terms.
An impairment in the carrying value of long‑lived assets, contract costs, goodwill or intangible assets would negatively impact our consolidated results of operations and net worth.
Changes in tax law, determinations by tax authorities and/or changes in our effective tax rates may adversely affect our business and financial results.
We could be adversely impacted by environmental, health and safety legislation, regulation and permits and climate change matters.
We are subject to litigation and reputational risk as a result of the nature of our business, which may have a material adverse effect on our business.
We will incur significant costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes‑Oxley Act of 2002, which could result in sanctions or other penalties that would harm our business.
We have adopted certain new accounting pronouncements, and expect to adopt other new accounting pronouncements for 2019, that will result in changes to our previously reported results and forecasts and the patterns of our revenues, gross profit, net loss and other key metrics, including non-GAAP measures.
U.S. holders of our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
You may be subject to adverse U.S. federal income tax consequences if we are classified as a Controlled Foreign Corporation.
Comprehensive tax reform legislation could adversely affect our business and financial condition.
Insiders have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.
Anti-takeover provisions in our memorandum and articles of association could make an acquisition of us, which may be beneficial to our shareholders, more difficult and may prevent attempts by our shareholders to replace or remove our current management and limit the market price of our ordinary shares.
It may be difficult to enforce a U.S. or foreign judgment against us, our directors and officers outside the United States, or to assert U.S. securities laws claims outside of the United States.
As the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.
Shareholders in British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving a shareholder of the ability to protect its interests.
The laws of the British Virgin Islands provide limited protection for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the United States if the shareholders are dissatisfied with the conduct of our affairs.
If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our share, our share price and trading volume could decline.
Future sales of our ordinary shares in the public market could cause our share price to fall.
We do not intend to pay dividends for the foreseeable future.
The operating expenses of the parent, AquaVenture Holdings Limited, are reported separately from the two operating and reportable segments below. See “Operating Segments” located in the “Overview” section above for more information.
Our total revenues of $51.4 million for the three months ended June 30, 2019 increased $17.0 million, or 49.2%, from $34.4 million for the three months ended June 30, 2018 through a combination of organic and inorganic growth. In calculating organic and inorganic revenue growth, (i) organic growth represents estimated revenue from
operations that existed in both the current and comparable periods, and (ii) inorganic growth includes the estimated revenue from acquisitions for the 12 months following an acquisition and any revenue contributions from divested businesses for the months in the prior year period in which the business did not exist in the current year period.