
	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, 2018	34,796	$	20,878	14,982,906	$	8,989,744	$	87,211,953	$	59,298,161	$	(549,555)	$	8,784,722	$	163,755,903
Issue of share capital	—		—	26,864		16,118		(16,118)		—		—		—		—
Buyback of preferred stock	(1,983)		(1,190)	—		—		(16,605)		—		—		—		(17,795)
Net income	—		—	—		—		—		6,186,431		—		273,908		6,460,339
Dividends declared	—		—	—		—		—		(1,280,223)		—		—		(1,280,223)
Stock-based compensation	—		—	—		—		156,062		—		—		—		156,062
Balance as of March 31, 2019	32,813		19,688	15,009,770		9,005,862		87,335,292		64,204,369		(549,555)		9,058,630		169,074,286
Issue of share capital	7,293		4,376	10,574		6,344		(10,720)		—		—		—		—
Buyback of preferred stock	(691)		(415)	—		—		(5,886)		—		—		—		(6,301)
Net income	—		—	—		—		—		2,476,262		—		464,896		2,941,158
Exercise of options	705		423	—		—		6,700		—		—		—		7,123
Dividends declared	—		—	—		—		—		(1,280,359)		—		—		(1,280,359)
Sale of CW-Bali	—		—	—		—		—		—		549,555		241,282		790,837
Stock-based compensation	—		—	—		—		209,049		—		—		—		209,049
Balance as of June 30, 2019	40,120	$	24,072	15,020,344	$	9,012,206	$	87,534,435	$	65,400,272	$	—	$	9,764,808	$	171,735,793

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED WATER CO. LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,
	2020		2019
Net cash provided by operating activities	$	3,843,490	$	8,552,481

Cash flows from investing activities
Additions to property, plant and equipment and construction in progress		(710,823)		(1,816,397)
Proceeds from asset dispositions		450		443,500
Proceeds from sale of discontinued operations, net of cash provided		—		6,706,234
Acquisition of noncontrolling interest in Aerex		(8,500,000)		—
Collections on loans receivable		—		734,980
Net cash provided by (used in) investing activities		(9,210,373)		6,068,317

Cash flows from financing activities
Dividends paid to common shareholders		(2,564,980)		(2,551,153)
Dividends paid to preferred shareholders		(5,738)		(5,747)
Repurchase of redeemable preferred stock		—		(24,096)
Proceeds received from exercise of stock options		4,418		7,123
Principal repayments on long-term debt		(13,158)		—
Net cash used in financing activities		(2,579,458)		(2,573,873)
Net increase (decrease) in cash and cash equivalents		(7,946,341)		12,046,925
Cash and cash equivalents at beginning of period		42,902,669		31,337,477
Cash and cash equivalents at end of period	$	34,956,328	$	43,384,402

Cash and cash equivalents at end of period	$	34,956,328	$	41,878,723
Restricted cash at end of period		—		1,505,679
Cash and cash equivalents and restricted cash at end of period	$	34,956,328	$	43,384,402

Interest paid in cash	$	5,344	$	1,482

Non-cash transactions:
Dividends declared but not paid	$	1,288,154	$	1,280,139
Transfers from (to) inventory to (from) property, plant and equipment and construction in progress	$	(49,133)	$	223,136
Transfers from construction in progress to property, plant and equipment	$	1,400,811	$	6,916,301
Right-of-use assets obtained in exchange for new operating lease liabilities	$	78,003	$	4,850,902
Purchase of equipment through issuance of long-term debt	$	122,292	$	—

Nine Months Ended September 30,
2017 2016
Net cash provided by operating activities $ 11,727,551 $ 4,516,088

Cash flows from investing activities
Maturity of certificate of deposit - 5,637,538
Additions to property, plant and equipment and construction in progress (3,016,713 ) (2,569,066 )
Proceeds from sale of equipment 18,827 547,332
Distribution of earnings from OC-BVI 1,136,250 -
Acquisition of Aerex, net of cash acquired - (7,742,853 )
Collections on loans receivable 1,297,419 1,370,142
Release of restricted cash balance - 398,744
Net cash used in investing activities (564,217 ) (2,358,163 )

Cash flows from financing activities
Dividends paid to common shareholders (3,346,477 ) (3,322,793 )
Dividends paid to non-controlling interests - (182,663 )
Dividends paid to preferred shareholders (8,665 ) (9,151 )
Issuance (repurchase) of redeemable preferred stock 12,456 (9,599 )
Proceeds received from exercise of stock options - 174,853
Issuance (repayment) of note payable to related party (490,000 ) 490,000
Issuance of note payable to related party 392,000 -
Repayments of demand loan payable - (7,000,000 )
Net cash used in financing activities (3,440,686 ) (9,859,353 )
Effect of exchange rate changes on cash - 806
Net increase (decrease) in cash and cash equivalents 7,722,648 (7,700,622 )
Cash and cash equivalents at beginning of period 39,254,116 44,792,734
Cash and cash equivalents at end of period $ 46,976,764 $ 37,092,112

Interest paid in cash $ 7,062 $ 67,689

Non-cash investing and financing activities
Issuance of 9,441 and 8,421, respectively, shares of redeemable preferred stock for services rendered $ 118,485 $ 111,410
Issuance of 17,833, and 9,964, respectively, shares of common stock for services rendered $ 203,551 $ 106,415
Conversion (on a one-to-one basis) of 12,214 and 11,558, respectively, shares of redeemable preferred stock to common stock $ 7,328 $ 6,935
Dividends declared but not paid $ 1,120,176 $ 1,114,083
Transfers from inventory to property, plant and equipment and construction in progress $ 228,549 $ 134,362
Transfers from construction in progress to property, plant and equipment $ 2,109,960 $ 1,787,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONSOLIDATED WATER CO. LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Principal activity

Consolidated Water Co. Ltd., and its subsidiaries (collectively, the “Company”) ~~use reverse osmosis technology to produce~~supply potable water, ~~from seawater. The Company processes~~treat water for reuse and ~~supplies water and provides~~provide water-related products and services to ~~its~~ customers in the Cayman Islands, ~~Belize, The Commonwealth of~~ The Bahamas, ~~the British Virgin Islands,~~ the United States and ~~Indonesia.~~the British Virgin Islands. The Company produces potable water from seawater using reverse osmosis technology and sells this water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The ~~base price of~~Company designs, builds and sells water ~~supplied by the Company,~~production and ~~adjustments thereto, are determined by the terms of a retail license~~water treatment infrastructure and ~~bulk~~manages water ~~supply contracts which provide~~infrastructure for ~~adjustments based upon the movement in the government price indices specified in the license~~commercial and ~~contracts as well as monthly adjustments for changes in the cost of energy.~~governmental customers. The Company also manufactures ~~and services~~ a wide range of specialized and custom water industry related products and provides design, engineering, ~~management,~~ operating and other services applicable to commercial, municipal and industrial water production, supply and treatment.

2. Accounting policies

Basis of ~~presentation:~~consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. ("Aerex"), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”~~), Consolidated Water (Belize) Limited (“CW-Belize”~~), Ocean Conversion (Cayman) Limited (“OC-Cayman”), DesalCo Limited (“DesalCo”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), ~~Aerex Industries, Inc. (“Aerex”), Consolidated Water (Asia) Pte. Limited, PT Consolidated Water Bali (“CW-Bali”),~~ N.S.C. Agua, S.A. de C.V. (“NSC”) ~~and~~, Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), and PERC Water Corporation (“PERC”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.

On January 24, 2020, as a result of CW-Holdings' exercise of a call option, CW-Holdings purchased the remaining 49% ownership interest in Aerex for $8,500,000 in cash. After giving effect to this purchase, CW-Holdings owns 100% of the outstanding capital stock of Aerex.

The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, ~~2017.~~

2020.

These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2019.

Foreign currency:The Company’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its foreign operating subsidiaries (other than NSC, AdR, ~~CW-Bali,~~ and CW-Cooperatief) is the currency for each respective country. The functional currency for NSC, AdR, ~~CW-Bali~~ and CW-Cooperatief is the US$. NSC and AdR conduct business in US$ and Mexican pesos and CW-Cooperatief conducts business in US$ and euros. The exchange rates for the Cayman Islands ~~dollar, the Belize~~ dollar and the Bahamian dollar are fixed to the US$. ~~CW-Cooperatief conducts business in US$ and euros, CW-Bali conducts business in US$ and Indonesian rupiahs, and NSC and AdR conduct business in US$ and Mexican pesos.~~ The exchange rates for conversion of ~~euros, rupiahs~~Mexican pesos and ~~Mexican pesos~~euros into US$ vary based upon market conditions.

Net foreign currency gains (losses) arising from transactions and re-measurements were ~~($5,612)~~$(370,315) and ~~$1,734~~$(45,666) for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$164,339~~$(189,330) and ~~($92,030)~~$12,035 for the ~~nine~~six months ended ~~September~~

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June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and are included in “Other income (expense) - Other” in the accompanying condensed consolidated statements of ~~income.~~

~~Comprehensive income:~~ ~~Comprehensive~~ income (loss) is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income (loss) is the total of net income and other comprehensive income (loss) which, for the Company, is comprised entirely of foreign currency translation adjustments related to CW-Bali.

Cash and cash equivalents:Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016~~2019 include ~~a certificate~~$9.1 million and $12.7 million, respectively, of ~~deposit~~certificates of deposits with an original maturity of three months or less.

~~Transfers~~Certain transfers from the Company’s Bahamas ~~and Belize~~ bank accounts to Company bank accounts in other countries require the approval of the Central Bank of The ~~Bahamas and Belize, respectively.~~Bahamas. As of ~~September~~June 30, ~~2017,~~2020, the equivalent United States dollar cash balances for deposits held in The Bahamas ~~and Belize~~ were approximately ~~$13.3~~$9.8 million.

Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenue disaggregated by revenue source (unaudited).


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Retail revenue	$	5,966,296	$	6,983,515	$	13,223,728	$	13,670,175
Bulk revenue		5,866,397		6,941,051		12,306,681		14,052,364
Services revenue		3,476,000		90,792		6,590,813		191,369
Manufacturing revenue		3,778,554		4,289,902		7,691,746		7,379,876
Total revenue	$	19,087,247	$	18,305,260	$	39,812,968	$	35,293,784

Retail revenue

The Company produces and supplies water to end-users, including residential, commercial and governmental customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 35 days after the billing date.

The Company recognizes revenue from water sales at the time water is supplied to the customer’s premises. The amount of water supplied is determined and invoiced based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts. The Company has elected the "right to invoice" practical expedient for revenue recognition on its retail water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice.

Bulk revenue

The Company produces and supplies water to government-owned distributors in the Cayman Islands and The Bahamas.

OC-Cayman provides bulk water to the Water Authority-Cayman (“WAC”), a government-owned utility and regulatory agency, under two agreements. The WAC in turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area.

The Company sells bulk water in The Bahamas through its majority-owned subsidiary, CW-Bahamas, under two agreements with the Water and Sewerage Corporation of The Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. CW-Bahamas also sells water to a private resort on Bimini.

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The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice.

Services and Manufacturing revenue

The Company, through Aerex, is a custom and specialty manufacturer of water treatment-related systems and products applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies.

The Company provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands.

The Company also provides design, engineering, construction and management services for water treatment and reuse infrastructure through PERC. All of PERC’s customers are companies or governmental entities located in the U.S.

The Company recognizes revenue for its construction and specialized/custom manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations, as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and overhead. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any costs and estimated earnings in excess of billings are classified as current assets. Billings in excess of costs and estimated earnings on uncompleted contracts are classified as current liabilities.

The Company has elected the “right to invoice” practical expedient for revenue recognition on its management services agreements and recognizes revenue in the amount to which the Company has a right to invoice.

Revenue recognized and amounts billed on services segment and manufacturing segment contracts in progress are summarized as follows:


	June 30, 2020		December 31, 2019
Revenue recognized to date on contracts in progress	$	23,805,174	$	24,041,993
Amounts billed to date on contracts in progress		(22,502,592)		(22,980,598)
	$	1,302,582	$	1,061,395

The above net balances are reflected in the accompanying consolidated balance sheet as follows:


	June 30, 2020		December 31, 2019
Costs and estimated earnings in excess of billings	$	2,202,524	$	1,675,781
Billings in excess of costs and estimated earnings		(899,942)		(614,386)
	$	1,302,582	$	1,061,395

As of June 30, 2020, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $3.0 million ~~and $6.0 million, respectively.~~in aggregate transaction price for contracts with an original expected length of greater than one year. The Company expects to earn revenue as it satisfies its performance obligations under those contracts

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in the amount of approximately $1.4 million during the remainder of the year ending December 31, 2020 and $1.6 millionthereafter.

Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

Comparative amounts: Certain amounts ~~reported~~presented in the financial statements previously issued ~~in prior periods~~for 2019 have been reclassified ~~herein~~ to conform to the current ~~period’s~~year’s presentation. ~~These reclassifications had no effect on consolidated net income.~~

3. ~~CW-Bali~~

Through its subsidiary CW-Bali, the Company built a seawater reverse osmosis plant with a production capacity of approximately 790,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. The Company built this plant based upon its belief that future water shortages in this area of Bali would eventually enable it to sell all of this plant’s production. Since inception of CW-Bali’s operations in 2013, the sales volumes for its plant have not been sufficient to cover its operating costs and CW-Bali has incurred net losses. The Company’s net losses from CW-Bali for its two most recent fiscal years ended December 31, 2016 and 2015, were approximately ($2.5 million) and ($861,000), respectively. The results of CW-Bali were included in the retail segment for segment reporting purposes.

In late 2015, the Company decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership in CW-Bali; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with the local water utility; and (iv) assist with CW-Bali’s on-going funding requirements. Although discussions were held and due diligence information was exchanged with potential strategic partners, the Company did not receive an offer for an investment in, a purchase of, or a joint venture for CW-Bali from any of these potential partners on terms it deemed acceptable.

On May 23, 2017, after considering CW-Bali’s historical and projected operating losses, its on-going funding requirements, the current business and economic environment in Bali and the Company’s inability to obtain a strategic partner for CW-Bali, the Company’s Board of Directors formally resolved to discontinue CW-Bali’s operations. The Company planned to cease the production of water in Bali, sell its stock in CW-Bali or CW-Bali’s net assets, and exit the Bali market at the earliest practical date, which the Company initially believed would be no later than March 31, 2018. Based upon the information available as of the date of the filing of the Company’s interim financial statements for the quarter ended June 30, 2017, the Company accounted for CW-Bali as a discontinued operation in its consolidated financial statements for the three and six months ended June 30, 2017.

However, in October 2017, CW-Bali’s sole remaining customer filed a lawsuit in Bali, Indonesia against CW-Bali, its President, and the Company’s Chief Financial Officer in his capacity as the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and punitive damages of 26 billion rupiahs as a result of the anticipated breach of this customer’s water supply agreement that will arise from CW-Bali’s planned cessation of operations. Such damages were equivalent to approximately $4.2 million and $1.9 million, respectively, as of the exchange rate on November 8, 2017. Management of the Company believes this lawsuit is without merit and will vigorously defend CW-Bali and the two other defendants. However, until this lawsuit is resolved the Company is legally prohibited from disposing of its investment in CW-Bali or any of CW-Bali’s assets. As a result of the uncertainties arising from this lawsuit, CW-Bali no longer meets the criteria for classification as a discontinued operation as the Company cannot conclude if or when a sale or disposition of CW-Bali’s assets could be considered probable.

Based upon the decision to cease CW-Bali’s operations, for the six months ended June 30, 2017 the Company estimated the future cash flows the Company would receive under various scenarios from the disposition of its investment in CW-Bali and assigned a probability to each scenario to determine an estimated fair value of its investment in CW-Bali. Based upon these probability-weighted sums, the Company recorded an impairment loss of approximately $1,000,000 for the six months ended June 30, 2017 to reduce the carrying value of its investment in CW-Bali (which includes $549,555 in cumulative translation adjustments reflected in stockholders’ equity) to its estimated fair value. During the three months ended September 30, 2017 the Company updated its estimated fair value projections for CW-Bali in light of the lawsuit filed in October 2017 and recorded an additional impairment loss of $578,480 to reduce the carrying value of its investment in Bali to its estimated fair value of approximately $378,000 as of September 30, 2017.

~~Summarized financial information for CW-Bali as of September 30, 2017 and for the three months and nine months ended September 30, 2017 and 2016 is as follows:~~

September 30, December 31,
2017 2016
(Unaudited)
Current assets $ 266,342 $ 480,979
Property, plant and equipment, net 154,501 612,568
Inventory, non-current - 47,272
Other assets - 112,324
Total assets $ 420,843 $ 1,253,143

Current liabilities $ 43,214 $ 58,521
Allowance for cumulative translation adjustment (included in Other liabilities in the condensed consolidated balance sheets) 578,480 -
Total liabilities $ 621,694 $ 58,521

Three Months ended September 30, Nine Months ended September 30,
2017 2016 2017 2016
Revenues $ 55,222 $ 24,349 $ 117,443 $ 70,760
Loss from operations $ (8,446 ) $ (133,582 ) $ (158,869 ) $ (437,525 )
Impairment loss $ (578,480 ) $ (2,000,000 ) $ (1,578,480 ) $ (2,000,000 )
Net loss $ (569,356 ) $ (1,998,349 ) $ (1,712,663 ) $ (2,120,015 )
Depreciation $ - $ 75,810 $ 47,165 $ 227,353

4. Segment information

The Company has ~~four~~4 reportable segments: retail, bulk, services and manufacturing. The retail segment ~~consists of Cayman Water which owns and~~ operates the water utility ~~that provides potable water to~~for the Seven Mile Beach and West Bay areas of Grand Cayman Island pursuant to an exclusive license granted by the Cayman Islands ~~government and CW-Bali which sells water to resort properties in Bali, Indonesia.~~government. The bulk segment supplies potable water to government utilities in Grand Cayman and The Bahamas ~~and Belize~~ under long-term contracts. The services segment designs, constructs and sells water infrastructure and provides ~~desalination plant~~ management and operating services ~~to affiliated companies and designs, constructs and sells desalination plants~~ to third parties. The manufacturing segment manufactures and services a wide range of custom and specialized water-related products ~~and provides design, engineering, management, operating and other services~~ applicable to commercial, municipal and industrial water production, supply and treatment.

Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct expenses to its other three business segments.

The accounting policies of the segments are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income (or loss) from operations. All intercompany transactions are eliminated for segment presentation purposes.

The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins.


	Three Months Ended June 30, 2020
	Retail		Bulk		Services		Manufacturing		Total
Revenue	$	5,966,296	$	5,866,397	$	3,476,000	$	3,778,554	$	19,087,247
Cost of revenue		2,769,497		3,941,309		2,631,513		2,441,785		11,784,104
Gross profit		3,196,799		1,925,088		844,487		1,336,769		7,303,143
General and administrative expenses		3,266,782		261,100		1,014,765		318,381		4,861,028
Loss on asset dispositions and impairments, net		—		—		(3,030,420)		—		(3,030,420)
Income (loss) from operations	$	(69,983)	$	1,663,988	$	(3,200,698)	$	1,018,388		(588,305)
Other expense, net										(155,115)
Loss before income taxes										(743,420)
Provision for income taxes										204,268
Net loss										(947,688)
Income attributable to non-controlling interests										180,154
Net loss attributable to Consolidated Water Co. Ltd. stockholders									$	(1,127,842)

Three Months Ended September 30, 2017
Retail Bulk Services Manufacturing Total
Revenues $ 5,570,654 $ 7,881,464 $ 111,302 $ 3,008,783 $ 16,572,203
Cost of revenues 2,488,441 5,582,401 114,667 2,078,888 10,264,397
Gross profit (loss) 3,082,213 2,299,063 (3,365 ) 929,895 6,307,806
General and administrative expenses 3,070,681 315,374 863,646 646,622 4,896,323
Impairment loss on long-lived assets 578,480 - - - 578,480
Income (loss) from operations $ (566,948 ) $ 1,983,689 $ (867,011 ) $ 283,273 833,003
Other income, net 447,294
Income before income taxes 1,280,297
Provision for (benefit from) income taxes (136,447 )
Net income 1,416,744
Income from attributable to non-controlling interests 255,605
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 1,161,139

Depreciation and amortization expenses for the three months ended ~~September~~June 30, ~~2017~~2020 for the retail, bulk, services and manufacturing segments were ~~$491,771, $1,274,471, $7,638,~~$595,247, $967,064, $189,723 and ~~$398,368~~$82,340, respectively.

Three Months Ended September 30, 2016
Retail Bulk Services Manufacturing Total
Revenues $ 5,447,200 $ 7,429,732 $ 125,929 $ 1,382,492 $ 14,385,353
Cost of revenues 2,464,841 4,922,162 168,577 910,450 8,466,030
Gross profit (loss) 2,982,359 2,507,570 (42,648 ) 472,042 5,919,323
General and administrative expenses 2,811,262 425,000 643,660 648,757 4,528,679
Impairment loss on long-lived assets 2,000,000 - - - 2,000,000
Impairment of goodwill - - - 1,750,000 1,750,000
Income (loss) from operations $ (1,828,903 ) $ 2,082,570 $ (686,308 ) $ (1,926,715 ) (2,359,356 )
Other expense, net (762,696 )
Loss before income taxes (3,122,052 )
Provision for (benefit from) income taxes (146,198 )
Net loss (2,975,854 )
Loss attributable to non-controlling interests (1,110,522 )
Net loss attributable to Consolidated Water Co. Ltd. stockholders $ (1,865,332 )

Table of Contents


	Three Months Ended June 30, 2019
	Retail		Bulk		Services		Manufacturing		Total
Revenue	$	6,983,515	$	6,941,051	$	90,792	$	4,289,902	$	18,305,260
Cost of revenue		2,982,758		4,768,122		45,094		2,956,537		10,752,511
Gross profit		4,000,757		2,172,929		45,698		1,333,365		7,552,749
General and administrative expenses		3,405,421		344,971		779,882		464,718		4,994,992
Gain on asset dispositions and impairments, net		397,301		—		—		—		397,301
Income (loss) from operations	$	992,637	$	1,827,958	$	(734,184)	$	868,647		2,955,058
Other income, net										50,333
Income before income taxes										3,005,391
Provision for income taxes										64,233
Net income										2,941,158
Income attributable to non-controlling interests										464,896
Net income attributable to Consolidated Water Co. Ltd. stockholders									$	2,476,262

Depreciation and amortization expenses for the three months ended ~~September~~June 30, ~~2016~~2019 for the retail, bulk, services and manufacturing segments were ~~$567,833, $811,741, $29,037~~$615,363, $976,437, $1,137 and ~~$422,230~~$215,713, respectively.


	Six Months Ended June 30, 2020
	Retail		Bulk		Services		Manufacturing		Total
Revenue	$	13,223,728	$	12,306,681	$	6,590,813	$	7,691,746	$	39,812,968
Cost of revenue		5,756,117		8,505,889		4,905,033		4,902,465		24,069,504
Gross profit		7,467,611		3,800,792		1,685,780		2,789,281		15,743,464
General and administrative expenses		6,640,621		553,146		2,145,903		675,115		10,014,785
Gain (loss) on asset dispositions and impairments, net		—		200		(3,030,840)		—		(3,030,640)
Income (loss) from operations	$	826,990	$	3,247,846	$	(3,490,963)	$	2,114,166		2,698,039
Other income, net										14,229
Income before income taxes										2,712,268
Provision for income taxes										410,351
Net income										2,301,917
Income attributable to non-controlling interests										541,152
Net income attributable to Consolidated Water Co. Ltd. stockholders									$	1,760,765

Nine Months Ended September 30, 2017
Retail Bulk Services Manufacturing Total
Revenues $ 18,111,274 $ 23,615,787 $ 360,758 $ 5,444,678 $ 47,532,497
Cost of revenues 7,895,617 15,750,402 320,586 3,967,945 27,934,550
Gross profit 10,215,657 7,865,385 40,172 1,476,733 19,597,947
General and administrative expenses 9,288,941 940,105 2,498,766 1,967,372 14,695,184
Impairment loss on long-lived assets 1,578,480 - - - 1,578,480
Income (loss) from operations $ (651,764 ) $ 6,925,280 $ (2,458,594 ) $ (490,639 ) 3,324,283
Other income (expense), net 871,956
Income before income taxes 4,196,239
Provision for (benefit from) income taxes (412,592 )
Net income 4,608,831
Income from attributable to non-controlling interests 191,916
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,416,915

Depreciation and amortization expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 for the retail, bulk, services and manufacturing segments were ~~$1,514,069, $2,928,287, $37,295,~~$1,200,060, $1,934,299, $373,609 and ~~$1,204,313~~$208,474, respectively.

Table of Contents

Nine Months Ended September 30, 2016
Retail Bulk Services Manufacturing Total
Revenues $ 17,710,271 $ 22,136,086 $ 710,576 $ 3,261,827 $ 43,818,760
Cost of revenues 7,779,831 14,345,747 638,389 2,366,060 25,130,027
Gross profit 9,930,440 7,790,339 72,187 895,767 18,688,733
General and administrative expenses 8,588,529 1,302,884 2,363,392 1,670,634 13,925,439
Impairment loss on long-lived assets 2,000,000 - - - 2,000,000
Impairment of goodwill - - - 1,750,000 1,750,000
Income (loss) from operations $ (658,089 ) $ 6,487,455 $ (2,291,205 ) $ (2,524,867 ) 1,013,294
Other income (expense), net 45,698
Income before income taxes 1,058,992
Provision for (benefit from) income taxes (389,860 )
Net income 1,448,852
Loss attributable to non-controlling interests (944,790 )
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,393,642


	Six Months Ended June 30, 2019
	Retail		Bulk		Services		Manufacturing		Total
Revenue	$	13,670,175	$	14,052,364	$	191,369	$	7,379,876	$	35,293,784
Cost of revenue		5,808,362		9,722,713		167,013		5,080,644		20,778,732
Gross profit		7,861,813		4,329,651		24,356		2,299,232		14,515,052
General and administrative expenses		6,522,699		606,383		1,265,767		978,177		9,373,026
Gain on asset dispositions and impairments, net		394,570		46,500		—		—		441,070
Income (loss) from operations	$	1,733,684	$	3,769,768	$	(1,241,411)	$	1,321,055		5,583,096
Other income, net										310,423
Income before income taxes										5,893,519
Provision for income taxes										113,192
Net income from continuing operations										5,780,327
Income from continuing operations attributable to non-controlling interests										738,804
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders										5,041,523
Net income from discontinued operations										3,621,170
Net income attributable to Consolidated Water Co. Ltd. stockholders									$	8,662,693

Depreciation and amortization expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2019 for the retail, bulk, services and manufacturing segments were ~~$1,714,928, $2,480,314, $87,113~~$1,133,377, $1,924,126, $2,273 and ~~$1,126,169~~$492,766, respectively.


	As of June 30, 2020
	Retail		Bulk		Services		Manufacturing		Total
Accounts receivable, net	$	2,872,089	$	20,126,330	$	1,537,453	$	2,322,712	$	26,858,584
Inventory, current and non-current	$	2,758,051	$	4,138,547	$	—	$	2,909,892	$	9,806,490
Property, plant and equipment, net	$	28,701,759	$	29,253,459	$	254,930	$	1,598,177	$	59,808,325
Construction in progress	$	225,663	$	31,737	$	—	$	142,063	$	399,463
Intangibles, net	$	—	$	—	$	3,538,889	$	1,034,444	$	4,573,333
Goodwill	$	1,170,511	$	1,948,875	$	5,320,416	$	4,885,211	$	13,325,013
Land and rights of way	$	—	$	—	$	21,126,898	$	—	$	21,126,898
Total segment assets	$	52,401,338	$	72,695,342	$	37,569,235	$	18,159,008	$	180,824,923


	As of December 31, 2019
	Retail		Bulk		Services		Manufacturing		Total
Accounts receivable, net	$	2,891,165	$	18,883,493	$	954,149	$	500,882	$	23,229,689
Inventory, current and non-current	$	2,668,902	$	3,628,443	$	—	$	1,394,588	$	7,691,933
Property, plant and equipment, net	$	29,177,718	$	30,281,647	$	168,585	$	1,621,029	$	61,248,979
Construction in progress	$	396,214	$	869,792	$	—	$	69,591	$	1,335,597
Intangibles, net	$	—	$	—	$	3,877,222	$	1,162,778	$	5,040,000
Goodwill	$	1,170,511	$	1,948,875	$	5,320,416	$	4,885,211	$	13,325,013
Land and rights of way	$	—	$	—	$	24,162,523	$	—	$	24,162,523
Total segment assets	$	65,554,640	$	69,423,770	$	42,459,177	$	14,854,557	$	192,292,144

As of September 30, 2017
Retail Bulk Services Manufacturing Total
Accounts receivable, net $ 1,855,483 $ 9,457,940 $ 1,343,756 $ 350,704 $ 13,007,883
Property plant and equipment, net $ 23,466,107 $ 25,311,839 $ 96,698 $ 1,884,614 $ 50,759,258
Construction in progress $ 195,508 $ 1,226,677 $ 3,256 $ 7,900 $ 1,433,341
Intangibles, net $ - $ 550,315 $ - $ 3,566,667 $ 4,116,982
Goodwill $ 1,170,511 $ 2,328,526 $ - $ 6,285,211 $ 9,784,248
Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424
Total segment assets $ 54,650,263 $ 72,474,419 $ 24,197,958 $ 14,517,817 $ 165,840,457

Table of Contents

As of December 31, 2016
Retail Bulk Services Manufacturing Total
Accounts receivable, net $ 2,646,628 $ 12,692,714 $ 629,930 $ 531,526 $ 16,500,798
Property plant and equipment, net $ 24,890,031 $ 26,124,724 $ 91,030 $ 1,978,320 $ 53,084,105
Construction in progress $ 134,392 $ 743,296 $ - $ 7,806 $ 885,494
Intangibles, net $ - $ 599,960 $ 15,516 $ 4,580,000 $ 5,195,476
Goodwill $ 1,170,511 $ 2,328,526 $ - $ 6,285,211 $ 9,784,248
Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424
Total segment assets $ 54,303,011 $ 68,663,628 $ 25,558,495 $ 15,079,394 $ 163,604,528

5.4. Earnings per share

Earnings per share (“EPS”) isare computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive, the effect of stock options as computed under the treasury stock method.

The following summarizes information related to the computation of basic and diluted EPS:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders	$	(1,127,842)	$	2,476,262	$	1,760,765	$	5,041,523
Less: preferred stock dividends		(3,420)		(3,410)		(6,289)		(6,199)
Net income (loss) from continuing operations available to common shares in the determination of basic earnings per common share		(1,131,262)		2,472,852		1,754,476		5,035,324
Total income from discontinued operations		—		—		—		3,621,170
Net income (loss) available to common shares in the determination of basic earnings per common share	$	(1,131,262)	$	2,472,852	$	1,754,476	$	8,656,494

Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders		15,114,506		15,020,344		15,114,506		15,020,344
Plus:
Weighted average number of preferred shares outstanding during the period		—		34,183		34,438		33,834
Potential dilutive effect of unexercised options and unvested stock grants		—		131,285		120,231		131,285
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders		15,114,506		15,185,812		15,269,175		15,185,463

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders
$ 1,161,139 $ (1,865,332 ) $ 4,416,915 $ 2,393,642
Less: preferred stock dividends (2,548 ) (2,680 ) (8,571 ) (8,921 )
Net income (loss) available to common shares in the determination of basic earnings per common share $ 1,158,591 $ (1,868,012 ) $ 4,408,344 $ 2,384,721

Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,898,246 14,815,248 14,886,738 14,803,216
Plus:
Weighted average number of preferred shares outstanding during the period 45,087 37,719 39,035 38,516
Potential dilutive effect of unexercised options and unvested stock grants 128,809 - 128,570 98,903
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,072,142 14,852,967 15,054,343 14,940,635

~~6. Investment in OC-BVI~~

The Company owns 50% of the outstanding voting common shares and a 43.53% equity interest in Ocean Conversion (BVI) Ltd. (“OC-BVI”). The Company also owns certain profit sharing rights in OC-BVI that raise its effective interest in the profits of OC-BVI to approximately 45%. Pursuant to a management services agreement, OC-BVI pays the Company monthly fees for certain engineering and administrative services. OC-BVI’s sole customer is the Ministry of Communications and Works of the Government of the British Virgin Islands to which it sells bulk water.

~~The Company’s equity investment in OC-BVI amounted to $3,124,910 and $4,086,630 as of September 30, 2017 and December 31, 2016, respectively.~~

OC-BVI sells water produced by a desalination plant with a capacity of 720,000 gallons per day located at Bar Bay, Tortola (the “Bar Bay plant”) to the BVI government under a contract (the “Bar Bay agreement”) that was due to expire in March 2017 but was extended on February 14, 2017 for 14 years. The selling price for the water under the extension is approximately 31% lower than the price that was in effect as of December 31, 2016. Under the terms of the Bar Bay agreement, OC-BVI delivers up to 600,000 gallons of water per day to the BVI government from the Bar Bay plant on a take-or-pay basis. The Bar Bay agreement required OC-BVI to complete a storage reservoir on a BVI government site by no later than March 4, 2011. OC-BVI has not commenced construction of this storage reservoir due to the BVI government’s failure to pay (i) the full amount of invoices (including interest) for the water provided by the Bar Bay plant on a timely basis; and (ii) the remaining amount due under a court ruling relating to the Baughers Bay litigation (see discussion that follows).

~~Summarized financial information for OC-BVI is as follows:~~

September 30, December 31,
2017 2016
Current assets $ 4,115,006 $ 5,627,414
Non-current assets 3,747,753 3,963,242
Total assets $ 7,862,759 $ 9,590,656

September 30, December 31,
2017 2016
Current liabilities $ 553,252 $ 197,673
Non-current liabilities 1,340,550 1,854,900
Total liabilities $ 1,893,802 $ 2,052,573

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues $ 578,635 $ 965,169 $ 2,071,387 $ 2,850,242
Cost of revenues 408,557 540,522 1,410,106 1,537,860
Gross profit 170,078 424,647 661,281 1,312,382
General and administrative expenses 192,492 231,750 680,349 714,483
Income (loss) from operations (22,414 ) 192,897 (19,068 ) 597,899
Other income (expense), net 351,474 62,165 362,442 (15,598 )
Net income 329,060 255,062 343,374 582,301
Income attributable to non-controlling interests 9,943 22,346 49,429 48,133
Net income attributable to controlling interests $ 319,117 $ 232,716 $ 293,945 $ 534,168

~~A reconciliation of the beginning and ending balances for the investment in OC-BVI for the nine months ended September 30, 2017 is as follows:~~

Balance as of December 31, 2016 $ 4,086,630
Profit sharing and equity from earnings of OC-BVI 174,530
Distributions received from OC-BVI (1,136,250 )
Balance as of September 30, 2017 $ 3,124,910

The Company recognized $138,913 and $101,301 for the three months ended September 30, 2017 and 2016, respectively, and $127,955 and $232,523 for the nine months ended September 30, 2017 and 2016, respectively, in earnings (losses) from its equity investment in OC-BVI. The Company recognized $36,450 and $38,475 for the three months ended September 30, 2017 and 2016, respectively, and $46,575 and $87,075 for the nine months ended September 30, 2017 and 2016, respectively, in profit sharing income from its profit sharing agreement with OC-BVI.

For the three months ended September 30, 2017 and 2016, the Company recognized approximately $111,302 and $125,930, respectively, in revenues from its management services agreement with OC-BVI. For the nine months ended September 30, 2017 and 2016, the Company recognized approximately $360,758 and $390,280, respectively, in revenues from its management services agreement with OC-BVI. Amounts receivable by OC-BVI from the Company were $20,295 and $0 as of September 30, 2017 and December 31, 2016, respectively. Amounts payable by OC-BVI to the Company were $287,635 and $54,559 as of September 30, 2017 and December 31, 2016, respectively. The Company's deferred revenues from OC-BVI, included in other current liabilities in the accompanying condensed consolidated balance sheets, were $301,373 and $0 as of September 30, 2017 and December 31, 2016, respectively. The Company’s remaining unamortized balance recorded for this management services agreement, which is reflected as an intangible asset on the Company’s condensed consolidated balance sheets, was $0 and $15,516 as of September 30, 2017 and December 31, 2016, respectively.

~~Baughers Bay Litigation~~

Through March 2010, OC-BVI supplied water to the BVI government from a plant located at Baughers Bay, Tortola, under the terms of a water supply agreement dated May 1990 (the “1990 Agreement”) with an initial seven-year term that expired in May 1999. The 1990 Agreement provided that such agreement would automatically be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration, of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $1.42 million. In correspondence between the parties from late 1998 through early 2000, the BVI government indicated that it intended to purchase the plant but would be amenable to negotiating a new water supply agreement and that it considered the 1990 Agreement to be in force on a monthly basis until negotiations between the BVI government and OC-BVI were concluded. Occasional discussions were held between the parties after 2000 without resolution of the matter. OC-BVI continued to supply water from the plant and expended approximately $4.7 million between 1995 and 2003 to significantly expand the production capacity of the plant beyond that contemplated in the 1990 Agreement.

In 2006, the BVI government took the position that the seven-year extension of the 1990 Agreement had been completed and that it was entitled to ownership of the Baughers Bay plant. In response, OC-BVI disputed the BVI government’s contention that the original terms of the 1990 Agreement remained in effect. During 2007, the BVI government significantly reduced its payments for the water being supplied by OC-BVI and filed a lawsuit with the Eastern Caribbean Supreme Court (the “Court”) seeking ownership of the Baughers Bay plant. OC-BVI counterclaimed to the Court that it was entitled to continued possession and operation of the Baughers Bay plant until the BVI government paid OC-BVI approximately $4.7 million, which OC-BVI believed represented the value of the Baughers Bay plant at its expanded production capacity. OC-BVI subsequently filed claims with the Court seeking payment for water sold and delivered to the BVI government through May 31, 2009 at the contract prices in effect before the BVI government asserted its purported right of ownership of the plant.

The Court ruled on this litigation in 2009, awarding ownership of the Baughers Bay plant to the BVI government without compensation to OC-BVI and awarding OC-BVI payments from the BVI government for the water supplied from the plant at rates deemed appropriate by the Court. Both OC-BVI and the BVI subsequently filed appeals with the Eastern Caribbean Court of Appeals (the “Appellate Court”) asking the Appellate Court to review certain rulings by the Court with respect to this litigation.

~~In March 2010, OC-BVI vacated the Baughers Bay plant and the BVI government assumed direct responsibility for the plant’s operations pursuant to the Court ruling.~~

In June 2012, the Appellate Court issued the final ruling with respect to the Baughers Bay litigation. This ruling upheld the previous ruling of the Court with one exception: the Appellate Court awarded OC-BVI compensation for improvements made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred possession of the plant to the BVI government and (ii) $1.42 million (the purchase price for the Baughers Bay plant under the 1990 Agreement).

OC-BVI and the BVI government engaged a mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the final valuation report from this valuation expert, which set forth a value for the Baughers Bay plant of $13.0 million as of the date OC-BVI transferred possession of the plant to the BVI government. Applying the valuation determined by the valuation expert to the formula set forth by the Appellate Court in its ruling, OC-BVI would be entitled to $11.58 million from the BVI government for the Baughers Bay plant. The BVI government has disagreed with the valuation methodology used by the valuation expert and the resulting valuation for the Baughers Bay plant. OC-BVI cannot presently determine if the Appellate Court will uphold the Baughers Bay plant valuation or when, or to what extent, any amount for the value of the Baughers Bay plant will be paid by the BVI government to OC-BVI. Consequently, any amount due for the Baughers Bay plant valuation will not be included in OC-BVI’s results of operations until such amount, if any, is paid by the BVI government.

~~Valuation of Investment in OC-BVI~~

The Company accounts for its investment in OC-BVI under the equity method of accounting for investments in common stock. This method requires recognition of a loss on an equity investment that is other than temporary, and indicates that a current fair value of an equity investment that is less than its carrying amount may indicate a loss in the value of the investment. While a quoted market price for OC-BVI’s stock is not available, due to the uncertainties (specifically the Baughers Bay litigation and the possible expiration without renewal of the Bar Bay agreement) associated with OC-BVI’s future cash flows, the Company tested the carrying value of its investment in OC-BVI (which exceeded the Company’s proportionate share of OC-BVI’s net assets by an amount accounted for as goodwill) for impairment in 2016 and prior years.

The Company estimated the fair value of its investment in OC-BVI through the use of the discounted cash flow method, which relied upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required the Company to estimate OC-BVI’s future cash flows from its Bar Bay plant and the resolution of the Baughers Bay litigation.

The Company estimated OC-BVI’s cash flows from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the scheduled expiration of the Bar Bay agreement in March 2017; (ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. The Company similarly estimated the cash flows OC-BVI would receive from the BVI government in connection with the Court and Appellate Court rulings on the Baughers Bay litigation by assigning probabilities to different scenarios. The resulting probability-weighted sum represented the Company’s best estimate of future cash flows to be generated by OC-BVI.

The identification of the possible scenarios for the Bar Bay plant agreement and the Baughers Bay litigation, the projections of cash flows for each scenario, and the assignment of relative probabilities to each scenario all represented significant estimates made by the Company. While the Company used its best judgment in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by the Company’s management over time based upon new information or changes in circumstances.

After updating its probability-weighted estimates of OC-BVI’s future cash flows and its resulting estimate of the fair value of its investment in OC-BVI, the Company recorded impairment losses of approximately $875,000 and $925,000 for the three and nine months ended September 30, 2016, respectively, to reduce the carrying value of its investment in OC-BVI.

As a result of the extension of the Bar Bay agreement, no impairment losses were necessary in 2017 for the Company’s investment in OC-BVI. As of September 30, 2017, the amount of the Company’s proportionate share (43.53%) of OC-BVI’s net assets exceeded the carrying value of the Company’s investment in OC-BVI by approximately $30,000.

7.5. NSC and AdR ~~Project Development~~project development

In May 2010, the Company acquired, through its ~~wholly-owned~~wholly owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. ~~The Company has since~~CW-Cooperatief subsequently purchased, through the conversion of a loan it made to NSC, ~~sufficient~~additional shares ~~to raise~~that increased its ownership interest in NSC to 99.99%. NSC was formed to pursue a project (the “Project”) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican ~~potable~~public water system. As discussed in paragraphs that follow, during 2015 the scope of the Project was defined by the State of Baja California (the “State”) to consist of a first phase consisting of a 50 million ~~gallon~~gallons per day plant and ~~a pipeline~~an aqueduct that connects to the Mexican ~~potable~~public water infrastructure and a second phase consisting of an additional 50 million gallons per day of production capacity.

Through a series of transactions ~~completed~~that began in ~~2012-2014,~~2012, NSC purchased 20.1 hectares of land for approximately ~~$20.6~~$21.1 million on which the proposed Project’s plant would be constructed.

~~In November 2012, NSC entered into a lease with an effective term~~15

Table of 20-years from the date of full operation of the Project’s desalination plant, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $20,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project.Contents

In August 2014, the State enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority and a private party ~~that NSC is seeking to complete~~required for the ~~Project.~~Project (the “APP Law”). Pursuant to this new legislation, in January 2015, NSC submitted an expression of interest for its project to the ~~Secretary~~Ministry of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that ~~complies~~complied with the requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the “APP Committee”) for review and authorization. ~~If the Project was authorized the State would be required to conduct a public tender for the Project.~~

In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project should proceed, and the required public tender should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and ~~a pipeline~~an aqueduct that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium (the “Consortium”) comprised of NSC, NuWater S.A.P.I. de C.V. (“NuWater”) and ~~Degremont~~Suez Medio Ambiente México, S.A. de C.V. ~~(the “Consortium”~~(“Suez MA”), a subsidiary of SUEZ International, S.A.S., submitted its tender for the Project ~~on the~~in April ~~21,~~ 2016 ~~tender submission deadline date set by the State.~~

The Company has acknowledged since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new company (“Newco”) that would build and own the Project; (ii) NSC’s potential partners would provide the majority of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with an entity partially owned by NSC or another Company subsidiary.

On June ~~15,~~ 2016, the State designated the Consortium as the winner of the tender process for the Project.

OnIn August ~~17,~~ 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special ~~project~~purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operations and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operations. ~~As of September 30, 2017 and December 31, 2016,~~ NSC initially owned 99.6% of the equity of AdR. In February 2018, NSC acquired the remaining 0.4% ownership in AdR from NuWater.

On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, ~~contest~~bid number SIDUE-CEA-APP-2015-002 (“APP Contract”), was executed between AdR, CEA, the Government of Baja California, as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract ~~requires~~required AdR to design, construct, finance and operate a seawater reverse osmosis desalination plant (and accompanying ~~aqueducts)~~aqueduct) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican ~~potable~~public water system in Tijuana, Baja ~~California;~~California and the second phase with a capacity of 50 million gallons per ~~day and an aqueduct to a second delivery point in Tijuana.~~day. The first phase ~~must~~was to be operational within 36 months of commencing construction and the second phase ~~must~~was to be operational by ~~the end of 2024.~~January 2025. The APP Contract further ~~requires~~required AdR to operate and maintain the plant and ~~aqueducts~~aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and ~~aqueducts will be~~aqueduct would have been transferred to CEA.

The total Project cost for Phase 1 is expected to be approximately 9.1 billion Mexican pesos. Annual revenues from the Project for Phase 1 are expected to be approximately 1.79 billion Mexican pesos. Water rates under the APP Contract are indexed to the Mexican national consumer price index over its term. Electrical energy costs incurred by AdR to desalinate and deliver water are treated as a pass-through charge to CEA, subject to efficiency guarantees. AdR expects to raise Mexican peso denominated debt financing through a consortium led by the North American Development Bank, which also provided financial advisory services to the Consortium through the bidding process and contract negotiations.

~~The APP Contract does not become effective until the following conditions are met:~~

~~the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project;~~

~~the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use;~~

~~various agreements between the CEA, the payment trusts and the CESPT have been executed;~~

~~AdR has obtained all rights of ways required for the Phase 1 aqueduct;~~

~~AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and~~

~~all equity and debt financing agreements necessary to provide the funding to AdR for the first phase of the Project have been executed.~~

OnIn December ~~30,~~ 2016, the Congress of the State of Baja California, Mexico (the “Congress”) passed Decreto #57 which, among other things, ratified and authorized the ~~execution~~payment obligations of the corresponding public entities under the APP ~~Contract. Earlier this year,~~Contract and authorized the corresponding public entities to obtain a credit facility to guarantee their payment obligations. During 2017, following consultations between representatives of the State ~~of Baja California~~ and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments to Decreto #57 were required ~~in order~~ to comply with recent changes to the Federal ~~Fiscal~~Financial Discipline ~~Law.~~Law for Federative Entities and Municipalities. In addition, ~~during the course~~an amendment of ~~its recent due diligence related to the potential financing of the Project, the North American Development Bank requested that the State of Baja California amend~~ Decreto #57 was required to authorize the inclusion of ~~revenues~~revenue from the CESPT in the primary payment trust for the Project. These amendments ~~are~~were included in Decreto ~~#95~~#168, which ~~is currently under consideration~~was approved by the Congress in December 2017. The authorization of the ~~State~~payment obligations of ~~Baja California. The Company cannot say with any certainty whether or not~~the public entities under the APP Contract and for the execution of the credit agreement to guarantee such payment obligations given in Decreto ~~#95 will~~#57, as amended by Decreto #168, expired on December 31, 2018. During the congressional session held at the end of March 2019, the Congress passed Decreto #335, which renewed the authorizations for the various payment trusts, guaranties and bank credit lines required to be ~~approved~~established for the Project by the ~~Congress. In~~State entities. Decreto #335 expired December 31, 2019. During the ~~event that~~congressional session held at the end of December 2019, the Congress passed Decreto ~~#95 is ultimately not approved,~~#37, which renewed the ~~Company may not be able to obtain~~authorizations for the ~~debt financing~~various payment

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trusts, guaranties and bank credit lines required to ~~complete the Project.~~

~~As of September 30, 2017, AdR has paid approximately $665,000 for deposits on, or purchases of, rights of way~~be established for the ~~Phase 1 aqueduct, which are included in other assets on~~Project by the ~~Company’s condensed consolidated balance sheet.~~State entities. Decreto #37 expired June 30, 2020.

Both the exchange rate for the ~~Mexico~~Mexican peso relative to the dollar and general macroeconomic conditions in Mexico ~~have~~ varied since the ~~U.S. Presidential election in November 2016.~~execution of the APP Contract. These changes ~~could~~ adversely ~~impact~~impacted the estimated construction, operating and financing costs for the Project. The APP Contract and ~~its underlying legislation allow~~the APP Law allowed for the parties to negotiate (but dodid not guarantee) modifications to the consideration (i.e. water ~~tariff~~tariff) under the APP Contract in the event of such significant macroeconomic condition changes. OnIn February ~~10,~~ 2017, AdR submitted proposals to ~~the~~ CEA requesting ~~an increase~~the definition of the mechanism required by the APP Contract to update the ~~water tariff to compensate~~consideration under the APP Contract for changes in foreign exchange rates, lending rates and certain ~~changes in law~~laws which have impacted the Project. IfOn June 1, 2018, AdR ~~is unable~~and CEA executed an amendment to ~~obtain this requested increase~~the APP Contract which, among other things, increased the scope of Phase 1 of the Project for including the aqueduct originally designated for Phase 2, and addressed AdR’s concerns regarding the impact on the Project for changes in the ~~water tariff, it may~~exchange rate for the peso relative to the dollar and changes in interest rates that occurred subsequent to the submission of the Consortium’s bid for the Project. As a result of this amendment to the APP Contract, the final cost of Phase 1 and the related consideration to be ~~unable~~charged by AdR under the APP Contract would have been determined based upon the bid submitted by the Consortium, the changes set forth in the amendment to ~~obtain~~ the ~~debt~~APP Contract and the economic conditions (e.g. interest rates and currency exchange rates) in effect on the financial closing date for Phase 1.

In February 2018, AdR executed a subscription agreement (the “Agreement”) for the equity ~~financing~~funding required for the Project. The ~~Company~~Agreement calls for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, would acquire a minimum of 55% of the equity of AdR. The Agreement also provided Suez MA with the option to purchase 20% of the equity of AdR. If Suez MA did not exercise this option, NSC would retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement became effective when the certain conditions precedent related to the Project were met. The aggregate investment to be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated at approximately 20% of the total cost of Phase 1 of the Project. This Agreement was scheduled to expire on September 30, 2020. NSC expected to generate a portion of its funding for its additional future equity investment in AdR through the sale to AdR of the land it had purchased for the Project.

As of June 30, 2020, NSC had paid approximately $3.0 million to acquire rights of way for the aqueduct to be constructed for the Project to deliver water to the Mexico public water system.

On June 29, 2020, AdR received a letter (the “Letter”) from the Director General of CEA and the Director General of CESPT terminating the APP Contract. The reasoning provided in the Letter for the decision to terminate the APP Contract is that the Project (a) is not financially feasible due to increases in the construction, operating and financing costs for the Project in addition to negative changes in economic conditions (e.g. interest rates and currency exchange rates); (b) is not sustainable for CEA and CESPT given its financial unfeasibility; (c) puts pressure to increase the rates charged to customers; (d) would force the Government of the State to cover a deficit of CEA and CESPT, thus preventing the State Government from spending on investment programs or social expenditures; and (e) negatively affects the general interest. The Letter requested that AdR provide an inventory of the assets that currently ~~unable to determine whether or not such water tariff increase will be approved.~~

Ifcomprise the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR ~~is ultimately unable to proceed~~in connection with the Project, with such reimbursement to be calculated in accordance with the ~~land NSC has purchased~~terms of the APP Contract. The applicable law requires this list of non-recoverable expenses made by AdR in connection with the Project be submitted to CEA and CESPT within 20 business days from the ~~right~~date of ~~way deposits may lose their strategic importance~~receipt of the Letter.

AdR initiated an amparo claim before a federal district court in Tijuana, Baja California, to challenge the provision of the applicable law requiring submittal of the list of non-recoverable expenses within the 20 business days term, as AdR considers such term to be unreasonably short due to the ~~site for~~magnitude of the Project and ~~consequently may decline in value. If~~the scope of supporting documentation required to be provided with respect to the non-recoverable expenses. AdR ~~does not proceed with the Project, NSC may ultimately be unable to sell this land or recoup their right of way deposits for~~obtained an ~~amount at least equal to its current carrying value of approximately $21.2 million ($20.56 million for the land and $665,000 for the right of way deposits), and any loss on sale~~initial provisional suspension of the ~~land,~~lapsing of such 20 day term from the court, and on August 10, 2020 the court made such suspension definitive until the completion of the amparo trial. As such, as of the filing of this report, the 20 day term for filing the list of non-recoverable expenses is suspended.

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The Company, AdR and NSC plan to vigorously pursue all legal remedies and courses of action available under the APP Contract and applicable law (including, if necessary, international treaties and agreements) with respect to any rights they may have upon termination of the APP Contract, including the reimbursement of expenses and investments. However, the Company cannot provide any assurances that it will be able to obtain reimbursement for any expenses or ~~impairment loss~~investments made with respect to the Project.

The Company, AdR and NSC ~~may be required~~will terminate the various agreements ancillary to ~~record~~the Project as a result of the termination of the APP Contract unless the State elects to assume such agreements.

As a ~~decrease~~consequence of the termination of the APP Contract, the rights of way NSC and AdR acquired for the aqueduct no longer have any value due to the loss of their strategic importance derived from their incorporation in the Project. Consequently, the Company recorded an impairment loss of $(3.0 million) for the three months ended June 30, 2020 to write off its investment in these rights of way. The Company also recorded adjustments during the three months ended June 30, 2020 of $2.6 million and $2.2 million to reduce its operating lease right-of-use assets and operating lease liabilities, respectively, due to the planned cancellation (or transfer to the State) of a long-term land lease associated with the Project.

Based upon independent appraisals performed in July 2020, the fair value ~~could have a material adverse impact on~~of the ~~Company’s results~~investment in land purchased for the Project exceeded its carrying value of ~~operations.~~$21.1 million as of June 30, 2020.

Included in the Company’s results of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting, and other costs relating to Project development activities. Such expenses amounted to approximately ~~$864,000~~$304,000 and ~~$606,000~~$779,000 for the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$2,469,000~~approximately $762,000 and ~~$2,248,000~~$1,263,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, respectively. The assets and liabilities of NSC and AdR included in the Company’s ~~condensed~~ consolidated balance sheets amounted to approximately ~~$22.8~~$23.4 million and ~~$371,000,~~$135,000, respectively, as of ~~September~~June 30, ~~2017~~2020 and approximately ~~$22.3~~$29.3 million and ~~$221,000~~$2.9 million, respectively, as of December 31, ~~2016.~~2019.

~~EWG~~Project Litigation

Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (“EWG”) and the other half of its shares in NSC to ~~Alejandro de la Vega~~an individual (the “individual shareholder”). In February 2012, ~~the Company~~CW-Cooperatief paid $300,000 to enter into an agreement (the “Option Agreement”) that provided it with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $1.0 million along with an immediate usufruct and power of attorney to vote those shares. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, the Company indirectly acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required CW-Cooperatief to transfer or otherwise cause the ~~Company~~individual shareholder to ~~issue new~~acquire, for a total price of $1 (regardless of their par or market value), shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option ~~Agreement;~~Agreement (causing the individual shareholder’s 25% ownership interest in NSC to be decreased); and (ii) ~~the Company~~CW-Cooperatief did not exercise its share purchase option by February 7, 2014. ~~The Company~~CW-Cooperatief exercised its option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014.

In ~~October 2015, the Company learned that~~January 2018, EWG ~~filed a lawsuit~~initiated an ordinary mercantile claim against the individual shareholder, NSC ~~NSA,~~and CW-Cooperatief, ~~Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra,~~(with AdR being named as a third party to be called to trial) before the Tenth Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”). The paragraphs that follow include a description of such litigation, while subparagraphs a) through f) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order. Due to the current global COVID-19 pandemic, most tribunals in Mexico suspended their activities since March, with certain such tribunals restarting activities in August. As such, several resolutions are pending issuance.

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In the ordinary mercantile claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99% as a consequence of the Option Agreement. EWG requested that the courts, as a preliminary matter (a) suspend the effectiveness of the challenged transactions; (b) order certain public officials in Mexico to record the pendency of the lawsuit in the public records (including a special request to register a lien over the real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted. The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the Project, including the registration of the pendency of the lawsuit in certain public records.

a) AdR amparo claim against the preliminary relief sought by EWG.

In April 2018, AdR filed an amparo against the official writs issued by the Tenth Civil Judge to two governmental entities. In May 2018, the amparo claim was amended to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities and one banking institution. In May 2018, the Third District Court for Amparo and Federal Trials in the State of Baja California with residence in Tijuana granted a temporary suspension of the effects and consequences of the claimed official writs issued by the Tenth Civil Judge pending a further determination by the Third District Court. Such suspension was granted definitively in July 2018, and in August 2018, a resolution determining that the claimed official writs are unconstitutional, was issued. EWG appealed such resolution, and in January 2020, the Collegiate Tribunal resolving such appeal dismissed the amparo filed by AdR. However, such dismissal does not adversely impact AdR, considering the resolution to the appeal mentioned in subparagraph b) that follows.

On October 16, 2018, NSC was served with the ordinary mercantile claim. On November 7, 2018, NSC filed a legal response to the claim, vigorously opposing the claims made by EWG. In addition to such legal response, NSC filed (i) a request to submit the claim to arbitration, based on certain provisions of the by-laws of NSC, (ii) an appeal remedy against the preliminary relief, and (iii) a request for the setting of a guarantee to release the preliminary relief granted in favor of EWG.

b) Appeal filed by NSC against the preliminary relief sought by EWG.

The appeal remedy mentioned previously in item (ii) suspended the proceeding (through the posting of a guarantee by NSC) and was resolved in December 2019 and communicated to EWG in January 2020. Such resolution revoked the order of the Tenth Civil Judge whereby EWG was granted the preliminary relief.

c) Amparo filed by EWG against the revocation of the preliminary relief.

In January 2020, EWG filed a new amparo claim against the resolution of the appeal remedy previously mentioned in item (ii). NSC has responded to this new amparo to vigorously oppose such amparo claim of EWG and to uphold the resolution of such appeal remedy. To this date, this amparo claim has not been resolved and, as such, it does not affect the revocation of the preliminary relief.

On February 26, 2019, the Tenth Civil Judge acknowledged NSC’s filing of the legal response to the ordinary mercantile claim, its request to submit to arbitration, and the appeal remedy previously mentioned in item (ii), granting EWG a period of three business days to, among others, state what it deemed convenient to its interest.

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Further, on February 26, 2019, the Tenth Civil Judge set the guarantee requested in NSC’s November 7, 2018 legal response, in the form of a security deposit in the amount of 1,000,000 Mexican pesos, to release the preliminary relief sought by EWG. On March 4, 2019, NSC filed before the Tenth Civil Judge evidence of such security deposit, requesting the release of the mentioned preliminary relief.

Irrespective of the resolution revoking the preliminary relief previously granted in favor of EWG (due to the filing of the security deposit by NSC) and the pendency of the appeal remedy filed by EWG against such revocation, on April 12, 2019, the Tenth Civil Judge granted EWG the opportunity to file a counter guarantee in the amount of 1,500,000 Mexican pesos to maintain the ex-parte preliminary relief granted in its favor. With respect to this matter, the Tenth Civil Judge issued a resolution on April 26, 2019 allowing such counter guarantee to be filed in the form of a security deposit or in any other form allowed by the law, without extending the term initially granted for the filing of the counter guarantee.

NSC has vigorously opposed the resolution of the Tenth Civil Judge allowing the filing of a counter guarantee through the filing of a revocation remedy. To date, such appeal remedy has not been resolved.

Further, on April 12, 2019, the Tenth Civil Judge ruled that the request for arbitration filed on November 7, 2018 was not applicable under Mexican law.

d) Amparo filed by NSC against the resolution rejecting submission to arbitration.

On May 17, 2019, NSC filed an amparo claim against the April 12, 2019 ruling. Such amparo claim was resolved on October 31, 2019, ordering the Tenth Civil Judge to issue a new resolution on the request to submit the claim to arbitration. EWG filed an appeal remedy opposing such order for the issuance of a new resolution, and NSC has filed pleadings to uphold the order for the issuance of a new resolution challenged by EWG. In March 2020, such appeal remedy was resolved in favor of NSC, as the order to the Tenth Civil Judge for issuing a new resolution was confirmed.

While such order requires the Tenth Civil Judge to issue a new resolution on the matter of arbitration, this order does not necessarily imply that the Tenth Civil Judge shall rule to move to arbitration. However, if the new resolution is unfavorable for NSC, NSC is prepared to vigorously oppose such resolution.

e) Administrative cancellation of registrations before the Public Registry of ~~Commerce of Tijuana, Baja California in~~Property.

Despite the ~~Civil Court located in Tecate, Baja California, Mexico.~~

In this lawsuit, EWG challenged, among other things, the capital investment transactions that increased the Company’s ownership interest in NSC to 99.99%. EWG requested that the court, as a preliminary matter: (a) suspend the effectivenessposting of the ~~challenged transactions; (b) order public officials~~previously mentioned 1,000,000 Mexican pesos guarantee in ~~Mexico~~February 26, 2019 to ~~record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The court granted, ex-parte,~~release the preliminary relief sought by EWG within the ordinary mercantile claim, the Tenth Civil Judge failed to make the resolution effective, which ~~resulted~~would thereby rescind the previously mentioned preliminary relief granted to EWG.

Consequently, on June 19, 2019 (i.e. before obtaining a resolution revoking the preliminary relief as mentioned previously), NSC filed before the Public Registry of Property of Baja California a cancellation request for the provisional lien and the preventive annotation recorded against NSC’s property in the ~~placement~~public real estate records.

On June 24, 2019, the Public Registry of ~~inscriptions for~~Property of Baja California issued an encumbrances cancellation resolution, approving the ~~lawsuit~~release of the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records. Such encumbrances cancellation resolution was registered before the Public Registry of Property of Playas de Rosarito on ~~NSC’s public records.~~

~~EWG also sought an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions~~June 25, 2019. On June 26, 2019, the Public Registry of Property of Playas de Rosarito issued a certificate of no liens with respect to the ~~Project; and (ii) NSA, NSC and CW-Cooperatief, and~~real estate owned by NSC.

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f) Amparo filed by EWG against the ~~partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief.~~

On April 5, 2016, NSC filed a motion for reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico court issued an interlocutory judgment (i) ordering theadministrative cancellation of registrations before the ~~inscriptions on NSC’s public records; and (ii) rejecting NSC’s motion for cancellation~~Public Registry of ~~the appointment of the inspector.~~Property.

~~On April 26, 2016,~~In November 2019, NSC learned that EWG had filed ~~a full answer to EWG’s claims rejecting every~~an amparo claim ~~made by EWG. The court’s response on this matter is pending.~~

~~On May 17, 2016, NSC filed a claim with~~before the Third District Court in ~~Matters~~Tijuana against such encumbrances cancellation resolution, and in December 2019, NSC responded to such claim, vigorously opposing it. Thereafter, NSC submitted a motion to dismiss, based on the resolution of ~~Amparo~~the appeal remedy mentioned previously in subparagraph b) revoking the preliminary relief, previously mentioned in item (ii). The Court resolved in favor of such motion to dismiss. However, EWG may file an appeal remedy against such resolution.

On June 27, 2019, the Tenth Civil Judge acknowledged the posting, by EWG, of a bond policy as the counter guarantee allowed pursuant to the Tenth Civil Judge’s ruling on April 26, 2019. NSC plans to vigorously oppose the filing of such bond policy upon continuation of the proceedings, following the suspension granted as a result of the filing of the appeal remedy previously mentioned in subparagraph b).

CW-Cooperatief has not been officially served with the ordinary mercantile claim, and AdR has not been notified that it has to appear for such trial. In any event, AdR is only a named third party called to trial in this claim, and no claims have been made by EWG against AdR.

The Company cannot presently determine what impact the resolution of this litigation may have on its consolidated financial condition, results of operations or cash flows.

6. Leases

The Company leases property and ~~Federal Trials~~equipment under operating leases, primarily land, office and warehouse locations. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the ~~City~~lease; however, the current leases entered into do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at lease commencement.

These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain renewal or purchase obligations, of ~~Tijuana, Baja California (the “Amparo Court”) challenging~~twelve months or less in its consolidated balance sheets for all classes of underlying assets. Lease costs for such short-term leases are expensed on a straight-line basis over the ~~Tecate, Mexico court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016,~~lease term.

The land used by the ~~Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment of an inspector.~~

~~On September 6, 2016, the Tecate, Mexico court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed~~Company to operate its seawater desalination plants in the ~~amount~~Cayman Islands and The Bahamas are owned by the Company or leased to the Company for immaterial annual amounts and are not included in the lease amounts presented on the consolidated balance sheets.

AdR entered into a lease for land to be used in the Project with an initial effective term of ~~300,000~~20-years from the date of full operation of its proposed seawater desalination plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $26,000 every two months. The lease is cancellable by AdR should it ultimately not proceed with the Project. On June 29, 2020, AdR was notified that the APP Contract was terminated. As a result, the Company, AdR and ~~was given~~NSC expect to terminate the various agreements ancillary to the ~~court~~Project or to transfer them to the State, including this land lease for the Project. As such, the lease amounts as of June 30, 2020 do not include this lease.

All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the consolidated balance sheet date.

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Effective May 1, 2019, the Company executed a new lease for its office located in the Cayman Islands under terms comparable to the prior lease. This new lease expires April 30, 2024.

Lease assets and liabilities

The following table presents the lease-related assets and liabilities and their respective classification on ~~October 13, 2016 at which time all remaining ex-parte restrictions on NSC~~the condensed consolidated balance sheets:


	June 30, 2020		December 31, 2019
ASSETS
Current
Prepaid expenses and other current assets	$	317,029	$	36,097
Noncurrent
Operating lease right-of-use assets		1,250,157		4,439,212
Total lease right-of-use assets	$	1,567,186	$	4,475,309

LIABILITIES
Current
Current maturities of operating leases	$	628,161	$	755,751
Noncurrent
Noncurrent operating leases		930,072		3,836,475
Total lease liabilities	$	1,558,233	$	4,592,226

Weighted average remaining lease term:
Operating leases		3.2 years		17.8 years

Weighted average discount rate:
Operating leases		4.33%		4.59%

The components of lease costs were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Operating lease costs	$	242,277	$	128,096	$	486,169	$	349,227
Short-term lease costs		1,402		4,078		5,518		8,035
Total lease costs	$	243,679	$	132,174	$	491,687	$	357,262

Supplemental cash flow information related to ~~the challenged transactions were suspended.~~leases is as follows:


	Six Months Ended June 30,
	2020		2019
Cash paid for amounts included in measurement of liabilities:
Operating cash outflows for operating leases	$	524,315	$	490,491

On May 2, 2017, the Tecate, Mexico court declared that the initial filing of this lawsuit had expired due to EWG’s lack of activity with respect to certain actions required to proceed to trial. However, EWG can appeal the expiration or refile the lawsuit.

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Future lease payments relating to the Company’s operating lease liabilities as of June 30, 2020 were as follows:


Years ending December 31,	Total
Remainder of 2020	$	390,600
2021		474,261
2022		342,770
2023		341,579
2024		122,366
Thereafter		—
Total future lease payments		1,671,576
Less: imputed interest		(113,343)
Total lease obligations		1,558,233
Less: current obligations		(628,161)
Noncurrent lease obligations	$	930,072

7. Fair value ~~measurements~~

As of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016,~~2019, the carrying amounts of ~~cash and~~ cash equivalents, accounts receivable, accounts payable, accrued expenses, accrued compensation, dividends payable and other current liabilities ~~the notes payable to related party and dividends payable~~ approximate their fair values due to the short-term maturities of these instruments. ~~Management considers that the carrying amounts for loans receivable as of September 30, 2017 and December 31, 2016 approximate their fair value as their interest rates approximate market rates.~~

Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.

The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of ~~September~~June 30, ~~2017~~2020 and December 31, ~~2016:~~2019:

	September 30, 2017
	Level 1		Level 2		Level 3		Total

									June 30, 2020
									Level 1		Level 2		Level 3		Total
Liabilities:
Recurring
Net liability arising from put/call options	$	-	$	-	$	357,000	$	357,000	$	—	$	—	$	745,000	$	745,000

December 31, 2016
Level 1 Level 2 Level 3 Total
Liabilities:
Recurring
Net liability arising from put/call options $ - $ - $ 680,000 $ 680,000

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	December 31, 2019
	Level 1		Level 2		Level 3		Total
Liabilities:
Recurring
Net liability arising from put/call options	$	—	$	—	$	664,000	$	664,000

The activity for the Level 3 liability for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2020:

Net liability arising from put/call options⁽¹⁾
Balance as of December 31, 2016 $ 680,000
Unrealized gain (323,000 )
Balance as of September 30, 2017 $ 357,000


Net liability arising from put/call options
Balance as of December 31, 2019	$	664,000
Unrealized loss		81,000
Balance as of June 30, 2020	$	745,000

~~(1)~~Put/call options are reported at fair value as either assets or liabilities in the condensed consolidated balance sheets. These fair values are calculated using discounted cash flow analysis valuation techniques that incorporate unobservable inputs, such as future cash flows, weighted-average cost of capital and expected future volatility. The inputs to these valuations are considered Level 3 inputs.

8. Contingencies

COVID-19

The worldwide coronavirus (COVID-19) pandemic was formally recognized by the World Health Organization on March 11, 2020. In ~~connection~~response to this pandemic, the governments of the countries in which the Company operates - the Cayman Islands, The Bahamas, and the United States - implemented preventative measures to slow the spread of COVID-19, measures which have had profound adverse consequences for the economies of those countries. Tourism, a major economic driver for the Cayman Islands and The Bahamas, has temporarily ceased in those countries due to closing of these countries to air and sea travel. Overall economic activity in the United States has declined precipitously.

As a result of the impact of the COVID-19 pandemic on the economies of the countries in which the Company operates, the Company has experienced, and could continue to experience, the following adverse effects:

●	decreases in consolidated revenue, cash flows generated from operations, and overall liquidity as compared to comparable prior periods; and

●	a deterioration in the aging of accounts receivable, with a resulting increase in the portion of accounts that ultimately prove to be uncollectible, necessitating an increase in the provisions and allowances for doubtful accounts.

Furthermore, a prolonged extension of the economic downturn created by the COVID-19 pandemic could adversely affect the markets for the Company’s ~~acquisition of 51% of Aerex in February 2016,~~products and services. Such adverse market effects could adversely impact the ~~Company acquired~~Company’s expected future cash flows from ~~Aerex’s former sole shareholder an option to compel such shareholder to sell,~~its four reporting units and ~~granted to such shareholder an option to~~could require the Company to ~~purchase,~~record impairment losses to reduce the ~~shareholder’s remaining 49% ownership interest~~carrying values of one or more of these reporting units due to a decline in ~~Aerex at a price based upon~~their fair values.

Although the ~~fair value of Aerex at~~Company cannot presently quantify the ~~time~~future financial impacts of the ~~exercise~~COVID-19 pandemic, such impacts will likely have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows. Given the ~~option. The options are exercisable on or after~~uncertainty associated with the ~~third anniversary~~resolution of this pandemic, the February 2016 acquisition date. The net liability arising from the put/call options is included in other liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016.

~~9. Contingencies~~

Company cannot presently determine how long such adverse financial impacts may last.

Cayman Water

The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that ~~grants~~granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. ~~As discussed below, this~~Although the 1990 license was ~~set~~not expressly extended after January 2018, the Company

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continues to ~~expire~~supply water under the terms of the 1990 license, as further discussed in ~~July 2010 but has since been extended while negotiations for a new license take place.~~the following paragraph. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman ~~the~~Island: Seven Mile Beach and West ~~Bay areas.~~Bay. For the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the Company generated approximately ~~33%~~31% and 38%, respectively, of its consolidated ~~revenues~~revenue and ~~48%~~44% and ~~52%~~53%, respectively, of its consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, the Company generated approximately ~~38%~~33% and ~~40%~~39%, respectively, of its consolidated ~~revenues~~revenue and ~~52%~~47% and 55%, respectively, of its consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license.

The 1990 license was originally scheduled to expire in July 2010 but ~~has been~~was extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate the terms of a new license agreement. The most recent express extension of the 1990 license ~~expires~~expired on January 31, 2018.

The Company continues to operate under the terms of the 1990 license, providing water services to the level and quality specified in the 1990 license and in accordance with its understanding of its legal obligations, treating those obligations set forth in the 1990 license as operative notwithstanding the expiration of the express extension. The Company continues to pay the royalty required under the 1990 license.

In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector ~~from~~and the ~~Water Authority-Cayman (the “WAC”) to OfReg. In July 2017,~~negotiations with the Company ~~began negotiating with OfReg~~ for a new retail license from the WAC to OfReg in ~~the Cayman Islands~~May 2017. The Company began license negotiations with OfReg in July 2017 and such negotiations are continuing.

~~Under~~ The Company has been informed during its ~~present~~retail license Cayman Water pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to its customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inflation or deflation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The WAC, on behalf of the government, previously reviewed and confirmed the calculations of the price adjustments for inflation and electricity costs. On July 7, 2017, the Company was advisednegotiations, both by OfReg ~~that regulatory responsibility for the water utility sector had been transferred from the WAC to OfReg effective May 22, 2017,~~ and ~~that effective immediately all reviews and confirmations of calculations of the price adjustments for inflation and electricity costs will be performed by OfReg. If Cayman Water wants to adjust~~ its ~~prices for any reason other than inflation or electricity costs, Cayman Water has to request prior approval from the Cabinet of~~predecessor in these negotiations, that the Cayman Islands ~~government. Disputes regarding price adjustments would be referred~~government seeks to ~~arbitration.~~

~~The Cayman Islands government~~restructure the terms of its license in a manner that could ~~ultimately offer a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in~~significantly reduce the ~~existing license, “~~the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, saleoperating income and ~~supply of water within the Licence Area without having first offered such a licence or franchise to~~cash flows the Company ~~on terms no less favourable than the terms offered to such other person or company.”~~

has historically generated from its retail license.

The Company is presently unable to determine what impact the resolution of its retail license negotiations will have on its cash flows, financial condition or results of operations but such resolution could result in a material reduction (or the loss) of the operating income and cash flows the Company has historically generated from ~~its~~Cayman Water’s retail operations and could require the Company to record an impairment ~~loss~~losses to reduce the carrying ~~value~~values of its ~~goodwill.~~retail segment assets. Such impairment ~~loss~~losses could have a material adverse impact on the Company’s consolidated financial condition and results of operations.

~~CW-Belize~~CW-Bahamas

CW-Bahamas’ accounts receivable balances due from the WSC amounted to $19.9 million as of June 30, 2020 and $18.4 million as of December 31, 2019.

~~By Statutory Instrument No. 81 of 2009,~~Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the ~~Minister of Public Utilities~~WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and The Bahamas government, ~~of Belize published an order, the Public Utility Provider Class Declaration Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize~~and as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaintresult, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the ~~PUC alleging that CW-Belize was operating without~~WSC were eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of significant delinquent balances. As of June 30, 2020, the Company had not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC.

If CW-Bahamas continues to be unable to collect a ~~license under the terms~~significant portion of its delinquent accounts receivable, one or more of the ~~Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011,~~following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) the ~~PUC issued~~Company may be required to cease the San Pedro Public Water Supply Quality and Security Complaint Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58recognition of the Water Industry Act; (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval; (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day; (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times; and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearingrevenue on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. The Company is presently unable to determine what impact the Order and the Second Order will have on its financial condition, results of operations or cash flows.

~~CW-Bahamas~~

CW-Bahamas’ water supply agreements with the ~~Water~~WSC; and Sewerage Corporation of The Bahamas ("WSC") for its Blue Hills and Windsor plants require CW-Bahamas to guarantee delivery of a minimum quantity of water per week. If CW-Bahamas does not meet these minimums, it will(iii) the Company may be required to ~~pay~~provide an allowance for doubtful accounts for CW-Bahamas’ accounts

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receivable. Any of these events could have a material adverse impact on the ~~WSC~~Company’s consolidated financial condition, results of operations, and cash flows.

9. Discontinued operations - CW-Belize

On February 14, 2019, the Company completed the sale of its former subsidiary, Consolidated Water (Belize) Limited ("CW-Belize") to Belize Water Services Ltd. (“BWSL”) effective January 1, 2019. After adjustments, the final price for ~~the difference between the minimum and actual gallons delivered at a per gallon rate equal~~CW-Belize was approximately $7.0 million. Pursuant to the sale and purchase agreement, BWSL initially paid the Company $6.735 million of the purchase price ~~per gallon that WSC is currently paying~~and approximately $265,000 was withheld to cover indemnification obligations of the Company under the ~~respective~~ agreement. The ~~Blue Hills and Windsor agreements require CW-Bahamas to deliver 63.0 million gallons and 16.8 million gallons~~remaining $265,000 of ~~water each week, respectively.~~

~~Aerex Put/Call Options~~

~~In connection with~~ the ~~Company’s acquisition~~purchase price was paid by BWSL in August 2019. As a result of ~~51%~~the sale of ~~Aerex in February 2016,~~CW-Belize, the Company acquired from Aerex’s former sole shareholder an option to compel such shareholder to sell, and granted to such shareholder an option to require the Company to purchase, the shareholder’s remaining 49% ownership interest in Aerex atrealized a ~~price based upon the fair market value~~gain of ~~Aerex at the time~~$3,621,170, which is reported as gain on sale of the exercise of the option. The options are exercisable on or after the third anniversary of the February 2016 acquisition date. The fair value of the net liability arising from these put/call options was $357,000 and $680,000 as of September 30, 2017 and December 31, 2016, respectively, and is included in other liabilitiesdiscontinued operations in the accompanying ~~condensed~~ consolidated ~~balance sheets.~~statement of operations for the six months ended June 30, 2019.

10. Impact of recent accounting standards

Adoption of ~~new accounting standards:~~New Accounting Standards:

~~In July 2015, the FASB issued ASU 2015-11,~~~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~. ASU 2015-11 applies to all inventory that is measured using first-in, first-out or average cost. The guidance requires an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective prospectively for fiscal years, and for interim periods within those years, beginning after December 15, 2016. Early application is permitted. The adoption of ASU 2015-11 did not have a material impact on the Company’s financial position, results of operations or cash flows.

~~In November 2015, the FASB issued ASU 2015-17,~~~~Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes~~. ASU 2015-17 requires net deferred tax assets and liabilities be classified as noncurrent in a classified balance sheet and eliminates the classification between current and noncurrent amounts. ASU No. 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2015-17 did not have a material impact on the Company’s financial position, results of operations or cash flows.

~~In March 2016, the FASB issued ASU 2016-07,~~~~Investments- Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,~~ which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 will be effective for the Company’s fiscal year beginning January 1, 2017 and subsequent interim periods. The adoption of ASU 2016-07 did not have a material impact on the Company’s financial position, results of operations or cash flows.

~~In March 2016, the FASB issued ASU 2016-09, C~~~~ompensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,~~ which simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 did not have a material impact on the Company’s financial position, results of operations or cash flows.

None.

Effect of newly issued but not yet effective accounting standards:

In ~~May 2014,~~March 2020, the FASB issued ASU ~~2014-09,~~~~Revenue from Contracts with Customers~~~~. ASU 2014-09 requires revenue recognition~~No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to ~~depict~~ the ~~transfer of goods or services~~current guidance on contract modifications and hedging relationships to ~~customers in an amount that reflects~~ease the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identificationfinancial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract ~~(b) identification~~modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating the impact of the performance obligations under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligations and (e) recognition of revenues as the identified performance obligations are satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. This amendment was originally effective January 1, 2017. In August 2015, the FASB issued ASU 2015-14,~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~~~, which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017.~~

~~In March 2016, the FASB issued ASU 2016-08,~~~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net~~), that amends the principal versus agent guidance in ASU 2014-09. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services.

~~In April 2016, the FASB issued ASU 2016-10,~~~~Identifying Performance Obligations and Licensing,~~ that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB's previous proposals on renewals of right-to-use licenses and contractual restrictions. The effective date of the standard for the Company will coincide with ASU 2014-09 during the first quarter 2018.

~~In May 2016, the FASB issued ASU 2016-11,~~Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services.

~~In May 2016, the FASB issued ASU 2016-12,~~~~Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,~~ which clarifies implementation guidance around collectability, sales taxes collected from customers, noncash considerations, contract modifications at transition, and completed contracts at transition.

~~In December 2016, the FASB issued ASU 2016-20,~~~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~~~, which amended the~~new guidance on ~~performance obligation disclosures and makes technical corrections and improvements to~~ the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method.

The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 are the same as ASU 2015-14 discussed above. The Company intends to elect the modified retrospective method to all active contracts on the date of initial application, which will involve applying the guidance retrospectively only to the most current period presented in theconsolidated financial statements, and recognizing the cumulative effect of initially applying the guidance as an adjustment to the January 1, 2018 opening balance of retained earnings at the date of initial application. Based on an analysis the Company has performed,however the adoption of ~~ASC 606,~~~~Revenue from Contracts with Customers~~ ~~will not have a material impact on the Company’s financial position, results of operations or cash flows.~~

~~In January 2016, the FASB issued ASU 2016-01,~~~~Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,~~ which provides guidance for the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. ASU 2016-01 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective using the cumulative-effect transition approach. Early application is permitted for certain provisions. The adoption of ASU 2016-01this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~In February 2016, the FASB issued ASU 2016-02,~~~~Leases (Topic 842)~~, which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated financial statements. The Company expects that the adoption of the new lease standard will have a material impact on the Company’s condensed consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.

~~In August 2016, the FASB issued ASU 2016-15,~~~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~, which clarifies how certain cash receipts and payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-15 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~In January 2017, the FASB issued ASU 2017-04,~~~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~, which removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 should be applied on a prospective basis and is effective for annual periods beginning January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

11. Subsequent events

The ~~Company’s management~~Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. On August 11, 2020, the Company acquired an additional 10% of PERC for $900,000, raising its ownership interest in this subsidiary to 61%. Other than as disclosed in these condensed consolidated financial statements, the ~~Company’s management~~Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our future ~~revenues,~~revenue, future plans, objectives, expectations and events, assumptions and estimates. Forward-looking statements can be identified by use of the words or phrases “will,” “will likely result,” “are expected to,” “will continue,” “estimate,” “project,” “potential,” “believe,” “plan,” “anticipate,” “expect,” “intend,” or similar expressions and variations of such words. Statements that are not historical facts are based on our current expectations, beliefs, assumptions, estimates, forecasts and projections for our business and the industry and markets related to our business.

The forward-looking statements contained in this report are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Actual outcomes and results may differ materially from what is expressed in such forward-looking statements. Important factors which may affect these actual outcomes and results include, without limitation:

●

tourism and weather conditions in the areas we serve;

●

the ~~economies~~impacts of the ~~U.S.~~COVID-19 pandemic;

●	the economic, political and ~~other countries~~social stability of each country in which we conduct or plan to conduct business;

●

our relationships with the ~~governments~~government entities and other customers we serve;

●

regulatory matters, including resolution of the negotiations for the renewal of our retail license on Grand Cayman;

●

our ability to successfully enter new ~~markets, including Mexico~~markets; and ~~the United States; and~~

●

other factors, including those “Risk Factors” set forth under Part II, Item 1A. “Risk Factors” in this Quarterly Report and in our ~~2016~~2019 Annual Report on Form 10-K.

The forward-looking statements in this Quarterly Report speak as of its date. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained in this Quarterly Report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based, except as may be required by law.

References herein to “we,” “our,” “ours” and “us” refer to Consolidated Water Co. Ltd. and its subsidiaries.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. Our actual results could differ significantly from such estimates and assumptions.

Certain of our accounting estimates or assumptions constitute “critical accounting estimates” for us because:

●

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.

Our critical accounting estimates relate to the valuations of our (i) ~~equity investment in our affiliate OC-BVI; (ii)~~ goodwill and intangible assets; and ~~(iii)~~(ii) long-lived assets.

~~Valuation~~Table of ~~Investment in OC-BVI~~Contents

We account for our investment in OC-BVI under the equity method of accounting for investments in common stock. This method requires recognition of a loss on an equity investment that is other than temporary, and indicates that a current fair value of an equity investment that is less than its carrying amount may indicate a loss in the value of the investment. While a quoted market price for OC-BVI’s stock is not available, due to the uncertainties (specifically the Baughers Bay litigation and the possible expiration without renewal of the Bar Bay agreement) associated with OC-BVI’s future cash flows, we tested the carrying value of our investment in OC-BVI (which exceeded our proportionate share of OC-BVI’s net assets by an amount accounted for as goodwill) for impairment in 2016 and prior years.

We estimated the fair value of our investment in OC-BVI through the use of the discounted cash flow method, which relied upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required us to estimate OC-BVI’s future cash flows from its Bar Bay plant and the resolution of the Baughers Bay litigation.

We estimated OC-BVI’s cash flows from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the scheduled expiration of the Bar Bay agreement in March 2017; (ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. We similarly estimated the cash flows OC-BVI would receive from the BVI government in connection with the final court rulings on the Baughers Bay litigation (which were issued in 2012) by assigning probabilities to different scenarios. The resulting probability-weighted sum represented our best estimate of future cash flows to be generated by OC-BVI.

The identification of the possible scenarios for the Bar Bay plant agreement and the Baughers Bay litigation, the projections of cash flows for each scenario, and the assignment of relative probabilities to each scenario all represented significant estimates made by us. While we used our best judgment in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by our management over time based upon new information or changes in circumstances.

After updating our probability-weighted estimates of OC-BVI’s future cash flows and our resulting estimate of the fair value of our investment in OC-BVI, we recorded impairment losses for our investment in OC-BVI for 2016 and other prior years. Such impairment losses amounted to $875,000 and $925,000 for the three and nine months ended September 30, 2016, respectively, and $925,000 for the year ended December 31, 2016.

In February 2017, the BVI government executed a 14-year extension to water supply agreement for OC-BVI’s Bar Bay plant. Based upon the execution of this extension, we believe further impairment losses to reduce the carrying value of our investment in OC-BVI will not be required unless the BVI government fails to comply with the terms of the Bar Bay extension or a presently unforeseen event occurs that would impact the future cash flows we expect OC-BVI to generate.

Goodwill and intangible assets

Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. We evaluate the possible impairment of goodwill annually as part of our reporting process for the fourth quarter of each fiscal year. Management identifies our reporting units, which consist of our retail, bulk, services and manufacturing operations, and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. We determine the fair value of each reporting unit and compare these fair values to the carrying amounts of the reporting units. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, ~~we are required to perform the second step of the impairment test, as this is~~ an indication that the reporting unit’s goodwill may be impaired. In this step, we compare the implied fair value of each reporting unit’s goodwill with the carrying amount of such goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. If the implied fair value is less than its carrying amount, the impairment loss is recorded.

For the year ended December 31, ~~2016,~~2019 we estimated the fair value of our reporting units by applying the discounted cash flow method, the guideline public company method, and the mergers and acquisitions method.

The discounted cash flow method relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of each analysis. In preparing these seven-year projections for our retail unit we (i) identified possible outcomes of our on-going negotiations with the Cayman Islands government for the renewal of our retail license; (ii) estimated the cash flows associated with each possible outcome; and (iii) assigned a probability to each outcome and associated estimated cash flows. The weighted average estimated cash flows were then summed to determine the overall fair value of the retail unit under this method. The possible outcomes used for the discounted cash flow method for the retail unit included the implementation of a rate of return on invested capital model methodology for determining water rates proposed by Cayman Islands government representatives for the new retail license.

We also estimated the fair value of each of our reporting units for the year ended December 31, ~~2016~~2019 through reference to the ~~quoted market prices for our Company and~~ guideline companies and the market multiples implied by guideline merger and acquisition transactions.

We weighted the fair values estimated for each of our reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings we applied to each method as of December 31, ~~2016~~2019 were consistent with those used as of December 31, 2018 and were as follows:


Method	Retail			Bulk			Manufacturing			Retail		Bulk		Manufacturing
Discounted cash flow		80	%		80	%		80	%	80	%	80	%	80	%
Guideline public company		10	%		10	%		10	%	10	%	10	%	10	%
Mergers and acquisitions		10	%		10	%		10	%	10	%	10	%	10	%
		100	%		100	%		100	%
										100	%	100	%	100	%

The fair values we estimated for our retail and bulk ~~and manufacturing~~reporting units exceeded their carrying amounts by ~~123%, 41%,~~74% and ~~26%~~58%, respectively, as of December 31, ~~2016.~~

~~We also performed an analysis reconciling the conclusions of value~~2019. The assets and liabilities for our services reporting ~~units to~~unit (with the exception of our ~~market capitalization~~investments in land and rights of way for our Mexico project) consist almost entirely of those for PERC, which was acquired at fair value on October 24, 2019, and therefore we estimated that the fair value of our services reporting unit closely approximated its carrying value at December 31, ~~2016. This reconciliation resulted in no implied control premium for our Company.~~

2019. Our manufacturing reporting unit consists entirely of Aerex and the remaining 49% ownership interest of Aerex was purchased on January 24, 2020 for $8,500,000. We considered this purchase, the manufacturing reporting unit’s results of operations for the year ended December 31, 2019, the manufacturing reporting unit’s projected results of operations for the year ended December 31, 2020, and the amount by which the estimated fair value of the ~~operations~~manufacturing reporting unit exceeded its carrying amount as of ~~Aerex, a company in which~~December 31, 2018 to determine that it is more likely than not that the fair value of our manufacturing reporting unit exceeded its carrying amount at December 31, 2019.

In February 2016, we acquired aour initial 51% ownership interest in ~~February 2016.~~Aerex. In connection with this acquisition, we recorded goodwill of $8,035,211. Aerex’s actual results of operations for the six months in ~~the months~~2016 following ~~our~~the acquisition fell significantly short of the projected results that were included in the ~~overall~~ cash flow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, we ~~updated our projections for Aerex’s future cash flows and~~ tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value and recorded an impairment loss of ~~$1,750,000~~$(1,750,000) for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. As part of our annual impairment testing of goodwill

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performed during the fourth quarter, in 2017 we updated our projections for Aerex’s future cash flows, determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $(1,400,000) for the three months ended December 31, 2017 to further reduce the carrying value of this goodwill to $4,885,211. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if ~~we determine it likely that Aerex’s~~Aerex experiences a significant decline in its results of operations.

In February 2019, we sold CW-Belize. As a result of this sale, CW-Belize has been accounted for as discontinued operations ~~will fall short~~in our consolidated financial statements, and bulk segment goodwill of approximately $380,000 as of December 31, 2018 associated with CW-Belize was reclassified to long-term assets of discontinued operations in our consolidated statements of financial condition and included in the calculation of our ~~most recent projections~~gain on sale of ~~its future cash flows.~~

discontinued operations of $3.6 million for the six months ended June 30, 2019.

Long-lived assets

We review the carrying amounts of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, we recognize an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measure the impairment loss based on the difference between the carrying amount and fair value.

On June 29, 2020, our Mexico subsidiary, AdR, received a letter from the State of Baja California (the “State”) terminating AdR’s contract with the State involving the construction and operation of a desalination plant in Rosarito California and accompanying aqueduct to deliver the water produced by this plant to the Mexican public water system. As a result of the cancellation of this contract, we recorded an impairment loss of $(3.0 million) for the three months ended June 30, 2020 for rights of way acquired for the contract’s proposed aqueduct. See the following additional discussion of this matter at “RESULTS OF OPERATIONS – Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019 - Material Developments - Mexico”.

Through our former subsidiary, PT Consolidated Water Bali (“CW-Bali”), we built and operated a seawater reverse osmosis plant with a productive capacity of approximately 264,000 gallons per day located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. We recorded operating losses for CW-Bali as the sales volumes for its plant were insufficient to cover its operating costs. In 2017 and 2016 we determined, based upon probability-weighted scenarios for CW-Bali’s future undiscounted cash flows, that the carrying values of CW-Bali’s long-lived assets and our investment in CW-Bali were not recoverable. Consequently, we recorded impairment losses of $(1.6 million) and $(2.0 million), in 2017 and 2016, respectively, to reduce the carrying values of these assets to their fair values.

RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included under Part I, Item 11. “Financial Statements” of this Quarterly Report and our consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for our fiscal year ended December 31, ~~2016~~2019 (“~~2016~~2019 Form 10-K”) and the information set forth under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our ~~2016~~2019 Form 10-K.

Three Months Ended ~~September~~June 30, ~~2017~~2020 Compared to Three Months Ended June 30, 2019

Material Developments - Mexico

Since 2010 we have pursued, through our Netherlands subsidiary, Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), and our Mexico subsidiary, N.S.C. Agua, S.A. de C.V. (“NSC”), a project (the “Project”) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system.

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Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $21.1 million on which the proposed Project’s plant was to be constructed.

In November 2015, the State of Baja, California officially commenced the required public tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and an aqueduct that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium (the “Consortium”) comprised of NSC, Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., and NuWater S.A.P.I. de C.V. (“Nuwater”) submitted its tender for the Project in April 2016 and in June 2016, the State designated the Consortium as the winner of the tender process for the Project.

In August 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”) to pursue completion of the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operation and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operation. NSC initially owned 99.6% of the equity of AdR. In February 2018, NSC acquired the remaining 0.4% ownership in AdR from NuWater.

On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, bid number SIDUE-CEA-APP-2015-002 (“APP Contract”), was executed between AdR, the Comisión Estatal del Agua de Baja California (“CEA”), the Government of Baja California as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract required AdR to design, construct, finance and operate a seawater reverse osmosis desalination plant (and accompanying aqueduct) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California and the second phase with a capacity of 50 million gallons per day. The first phase was to be operational within 36 months of commencing construction and the second phase was to be operational by July 2024. The APP Contract further required AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, ownership of the plant and aqueduct would have been transferred to CEA.

Both the exchange rate for the Mexican peso relative to the dollar and general macroeconomic conditions in Mexico varied since the execution of the APP Contract. These changes adversely impacted the estimated construction, operating and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the consideration (i.e. water tariff) under the APP Contract in the event of such significant macroeconomic condition changes. In February 2017, AdR submitted proposals to CEA requesting the definition of the mechanism required by the APP Contract to update the consideration under the APP Contract for changes in foreign exchange rates, lending rates and certain laws which have impacted the Project. On June 1, 2018, AdR and CEA executed an amendment to the APP Contract which, among other things, increased the scope of Phase 1 of the Project by including the aqueduct originally designated for Phase 2, and addressed AdR’s concerns regarding the impact on the Project for changes in the exchange rate for the peso relative to the dollar and changes in interest rates that have occurred subsequent to the submission of the Consortium’s bid for the Project. As a result of this amendment to the APP Contract, the final cost of Phase 1 and the related consideration to be charged by AdR under the APP Contract was to be determined based upon the bid submitted by the Consortium, the changes set forth in the amendment to the APP Contract and the economic conditions (e.g. interest rates and currency exchange rates) in effect on the financial closing date for Phase 1.

In February 2018, AdR executed a subscription agreement (the “Subscription Agreement”) for the equity funding required for the Project. The Subscription Agreement called for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, would acquire a minimum of 55% of the equity of AdR. The Subscription Agreement also provided Suez MA with the option to purchase 20% of the equity of AdR. If Suez MA did not exercise this option, NSC would retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Subscription Agreement became effective when the additional conditions precedent related to the Project were met. The aggregate funding to be provided by AdR’s shareholders for the Project, in the form of equity and subordinated shareholder loans, was estimated

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at approximately 20% of the total cost of Phase 1 of the Project. This Subscription Agreement was scheduled to expire on September 30, ~~2016~~2020. NSC expected to generate a portion of its additional future equity investment in AdR through the sale to AdR of the land it had purchased for the Project.

As of June 30, 2020, NSC had paid approximately $3.0 million to acquire rights of way for the aqueduct to be constructed for the Project to deliver water to the Mexico public water system.

On June 29, 2020, AdR received a letter (the “Letter”) from the Director General of CEA and the Director General of CESPT terminating the APP Contract. The reasoning provided in the Letter for the decision to terminate the APP Contract is that the Project (a) is not financially feasible due to increases in the construction, operating and financing costs for the Project in addition to negative changes in economic conditions (e.g. interest rates and currency exchange rates); (b) is not sustainable for CEA and CESPT given its financial unfeasibility; (c) puts pressure to increase the rates charged to customers; (d) would force the Government of the State to cover a deficit of CEA and CESPT, thus preventing the State Government from spending on investment programs or social expenditures; and (e) negatively affects the general interest. The Letter requested that AdR provide an inventory of the assets that currently comprise the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR in connection with the Project, with such reimbursement to be calculated in accordance with the terms of the APP Contract. The applicable law requires this list of non-recoverable expenses made by AdR in connection with the Project be submitted to CEA and CESPT within 20 business days from the date of receipt of the Letter.

AdR initiated an amparo claim before a federal district court in Tijuana, Baja California, to challenge the provision of the applicable law requiring submittal of the list of non-recoverable expenses within the 20 business days term, as AdR considers such term to be unreasonably short due to the magnitude of the Project and the scope of supporting documentation required to be provided with respect to the non-recoverable expenses. AdR obtained an initial provisional suspension of the lapsing of such 20 day term from the court, and on August 10, 2020 the court made such suspension definitive until the completion of the amparo trial. As such, as of the filing of this report, the 20 day term for filing the list of non-recoverable expenses is suspended.

We plan to vigorously pursue all legal remedies and courses of action available under the APP Contract and applicable law (including, if necessary, international treaties and agreements) with respect to any rights they may have upon termination of the APP Contract, including the reimbursement of expenses and investments. However, we cannot provide any assurances that we will be able to obtain reimbursement for any expenses or investments made with respect to the Project.

AdR and NSC will terminate the various agreements ancillary to the Project as a result of the termination of the APP Contract unless the State elects to assume such agreements.

As a consequence of the termination of the APP Contract, the rights of way NSC and AdR acquired for the aqueduct no longer have any value due to the loss of their strategic importance derived from their incorporation in the Project. Consequently, we recorded an impairment loss of $(3.0 million) for the three months ended June 30, 2020 for our services segment to write off its investment in these rights of way. We also recorded adjustments during the three months ended June 30, 2020 of $2.6 million and $2.2 million for our services segment to reduce our operating lease right-of-use assets and operating lease liabilities, respectively, due to the planned cancellation (or transfer to the State) of a long-term land lease associated with the Project.

Based upon independent appraisals performed in July 2020, the fair value of the investment in land purchased for the Project exceeded its carrying value of $21.1 million as of June 30, 2020.

Included in the results of operations for our services segment are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting and other costs relating to Project development activities. Such expenses amounted to approximately $304,000 and $779,000 for the three months ended June 30, 2020 and 2019, respectively, and approximately $762,000 and $1,263,000 for the six months ended June 30, 2020 and 2019, respectively. The assets and liabilities of NSC and AdR included four our services segment in our consolidated balance

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sheets amounted to approximately $23.4 million and $135,000, respectively, as of June 30, 2020 and approximately $29.3 million and $2.9 million, respectively, as of December 31, 2019.

Consolidated Results

Net ~~income~~loss from continuing operations attributable to Consolidated Water Co. Ltd. stockholders for ~~2017~~2020 was ~~$1,161,139 ($0.08~~$(1,127,842) and $(0.07) per share on a ~~fully-diluted basis),~~fully diluted basis, as compared to net ~~loss~~income from continuing operations of ~~($1,865,332) (($0.13)~~$2,476,262 and $0.16 per share on a ~~fully-diluted basis)~~fully diluted basis for ~~2016.~~

2019.

Total ~~revenues~~revenue for ~~2017~~2020 increased to ~~$16,572,203 as compared to $14,385,353 for 2016~~$19,087,247 from $18,305,260 in 2019, as a result of ~~higher revenues~~the addition of PERC’s revenue to our services segment, as the revenue for ~~the retail, bulk and manufacturing segments.~~our other three segments decreased from 2019. Gross profit for ~~2017~~2020 was ~~$6,307,806~~$7,303,143 (38% of total ~~revenues)~~revenue) as compared to ~~$5,919,323~~$7,552,749 (41% of total ~~revenues)~~revenue) for 2016. The increase in gross profit dollars for 2017 from 2016 results from higher revenues. The decrease in gross profit as a percentage of revenues from 2016 to 2017 is primarily attributable to a decrease in the gross profit percentages generated by the manufacturing and bulk segments.2019. For further discussion of ~~revenues~~revenue and gross profit ~~for 2017~~ see the “~~Results~~“Results by ~~Segment~~”Segment” discussion and analysis that follows.

General and administrative (“G&A”) expenses on a consolidated basis ~~were $4,896,323 and $4,528,679~~decreased to $4,861,028 for ~~2017 and 2016, respectively. Consolidated G&A~~2020 as compared to $4,994,992 for 2019. Additional expenses ~~increased from 2016 to 2017 due to incremental (i) employee costs~~ of approximately ~~$170,000 reflecting an increase~~$729,000 for 2020 attributable to PERC were offset by a decrease in ~~compensation rates; and (ii) professional fees of approximately $208,000,~~ the ~~majority of which relates to~~development expenses incurred for our Mexico project ~~development activities.~~of $475,491, a decrease of $125,000 in amortization expenses due to the completion of the amortization of certain intangible assets recorded in connection with the Aerex acquisition, and decreases in various other G&A expenses.

As previously discussed, on June 29, 2020 our Mexico subsidiary, AdR, received a letter from the State terminating AdR’s contract with the State involving the construction and operation of a desalination plant in Rosarito California and accompanying aqueduct to deliver the water produced by this plant to the Mexican public water system. As a result of the cancellation of this contract, we recorded an impairment loss of $(3.0 million) in 2020 for rights of way acquired for the contract’s proposed aqueduct. In June 2019, we completed the sales of our CW-Bali assets and its stock for $365,000 and $25,000, respectively. Such sales generated primarily all of the $397,301 gain on asset dispositions for 2019.

~~Other income (expense),~~We incurred other expense, net ~~for 2017 was $447,294,~~of $(155,115) in 2020 as compared to ~~($762,696)~~generating other income, net of $50,333 in 2019. The principal reason for ~~2016. The improvement~~the decline in ~~2017 in~~ this ~~net~~ component of our ~~consolidated statement~~statements of income ~~arises principally from (i)~~(loss) was an ~~unrealized gain~~increase of ~~$171,000~~approximately $344,000 in ~~2017 on~~ the ~~net put/call option associated with the acquisition of Aerex as compared to an unrealized loss in 2016 on this net put/call option of ($275,000); and (ii) the impairment loss of ($875,000)~~foreign currency translation losses recorded ~~in 2016~~ for our ~~investment~~Mexico subsidiaries.

The COVID-19 pandemic had a material adverse impact on our consolidated results of operations for the three months ended June 30, 2020, and we believe the COVID-19 pandemic will continue to adversely impact our results of operations in ~~OC-BVI.~~future periods. See further discussion herein and at “LIQUIDITY AND CAPITAL RESOURCES – Material Commitments, Expenditures and Contingencies – COVID-19.”

Results by Segment

Retail ~~Segment~~

Segment:

The retail segment ~~generated losses~~incurred a loss from operations of ~~($566,948) and ($1,828,903) in 2017 and 2016, respectively. Such losses are primarily attributable~~$(69,983) for 2020 while contributing $992,637 to ~~impairment losses recorded~~our income from operations for ~~CW-Bali, as discussed in the paragraphs that follow.~~2019.

~~Revenues~~Revenue generated by our retail water operations ~~were $5,570,654~~decreased to $5,966,296 in ~~2017 as compared~~2020 from $6,983,515 in 2019 due to ~~$5,447,200~~a 16% decrease in ~~2016. The~~the volume of water ~~sold by~~sold. This sales volume decrease is due to the ~~retail segment increased by almost 6%~~temporary cessation of tourism on Grand Cayman resulting from ~~2016~~the closing of all Cayman Islands airports and seaports in March 2020 in response to ~~2017.~~

the COVID-19 pandemic.

Retail segment gross profit ~~was $3,082,213 (55%~~decreased to $3,196,799 (54% of retail ~~revenues) and 2,982,359 (55%~~revenue) for 2020 from $4,000,757 (57% of retail ~~revenues)~~revenue) for ~~2017 and 2016, respectively. The slight decline in retail gross profit~~2019 as a ~~percentage~~result of ~~revenues from 2016 to 2017 is attributable to incremental energy, engineering and laboratory costs for 2017 aggregating approximately $166,000.~~

revenue decline.

Consistent with prior periods, we record all non-direct G&A expenses in our retail segment and do not allocate any of these non-direct costs to our other three business segments. Retail G&A expenses remained relatively consistent at $3,266,782 for ~~2017~~2020 as compared to $3,405,421 for 2019.

In June 2019, we completed the sales of our CW-Bali assets and ~~2016 were $3,070,681~~its stock for $365,000 and ~~$2,811,262 for 2017 and 2016,~~$25,000, respectively. ~~The increase in retail G&A expenses from 2016 to 2017 is~~Such sales generated primarily ~~due to incremental employee costs of approximately $179,000.~~

Table of Bali, Indonesia. We built this plant based upon our belief that future water shortages in this area of Bali would eventually enable us to sell all of this plant’s production. However, since inception of CW-Bali’s operations in 2013, the sales volumes for its plant have not been sufficient to cover its operating costs and CW-Bali has incurred net losses. Our net losses from CW-Bali for our two most recent fiscal years ended December 31, 2016 and 2015 were approximately ($2.5 million) and ($861,000), respectively.Contents

In late 2015, we decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with the local water utility; and (iv) assist with CW-Bali’s on-going funding requirements. Although discussions were held and due diligence information was exchanged with potential strategic partners, we did not receive an offer for an investment in, a purchase of, or a joint venture for CW-Bali from any of these potential partners on terms we deemed acceptable. During the three months ended September 30, 2016, we reassessed the prospects for CW-Bali in light of its results to date, current circumstances and uncertainties impacting the business, and expected future funding requirements and tested its long-lived assets for possible impairment. As a result of this testing we recorded an impairment loss of $2.0 million for the three months ended September 30, 2016 to reduce the carrying value of our long-lived CW-Bali assets to their estimated fair value.

However, in October 2017, CW-Bali’s sole remaining customer filed a lawsuit in Bali, Indonesia against CW-Bali, our President, and our Chief Financial Officer in his capacity as the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and punitive damages of 26 billion rupiahs as a result of the anticipated breach of this customer’s water supply agreement that will arise from CW-Bali’s planned cessation of operations. Such damages were equivalent to approximately $4.2 million and $1.9 million, respectively, as of the exchange rate on November 8, 2017. We believe this lawsuit is without merit and will vigorously defend CW-Bali and the two other defendants. However, until this lawsuit is resolved we are legally prohibited from disposing of our investment in CW-Bali or any of CW-Bali’s assets.

Based upon the decision to cease CW-Bali’s operations, for the six months ended June 30, 2017 we estimated the future cash flows we would receive under various scenarios from the disposition of its investment in CW-Bali and assigned a probability to each scenario to determine an estimated fair value of its investment in CW-Bali. Based upon these probability-weighted sums, we recorded an impairment loss of approximately $1,000,000 for the six months ended June 30, 2017 to reduce the carrying value of its investment in CW-Bali (which includes $549,555 in cumulative translation adjustments reflected in stockholders’ equity) to its estimated fair value. During the three months ended September 30, 2017, we updated our estimated fair value projections for CW-Bali in light of the lawsuit filed in October 2017 and recorded an additional impairment loss of $578,480 to reduce the carrying value of our investment in Bali to its estimated fair value of approximately $378,000 as of September 30, 2017.

The results of operations for the retail segment for the three months ended September 30, 2017 include sales for CW-Bali of $55,222 and a net loss from operations for CW-Bali of ($8,466), excluding the ($578,480) impairment loss discussed above. The results of operations for the retail segment for the three months ended September 30, 2016 include sales for CW-Bali of $24,329 and a net loss from operations for CW-Bali of ($133,582), excluding the ($2,000,000) impairment loss discussed above.

Bulk ~~Segment~~

Segment:

The bulk segment contributed ~~$1,983,689~~$1,663,988 and ~~$2,082,570~~$1,827,958 to our income from operations for ~~2017~~2020 and ~~2016,~~2019, respectively.

Bulk segment ~~revenues were $7,881,464~~revenue was $5,866,397 and ~~$7,429,732~~$6,941,051 for ~~2017~~2020 and ~~2016,~~2019, respectively. ~~The increase~~OC-Cayman experienced a decline in ~~bulk revenues~~revenue of approximately $505,000 for 2020 as a result of the new contract (at a lower rate) with the Water Authority-Cayman (the “WAC”) for water supplied from ~~2016 to 2017 is primarily attributable to our Bahamas operations,~~the North Side Water Works plant, which ~~generated~~commenced in July 2019. CW-Bahamas’ revenue dropped approximately ~~$442,000 in incremental revenues~~$570,000 for 2020 due to ~~a significant increase in the prices of diesel fuel and electricity from 2016 to 2017,~~lower energy costs, which ~~increased~~correspondingly decreased the energy pass-through component of ~~our bulk water rates in The Bahamas.~~

CW-Bahamas’ rates.

Gross profit for our bulk segment was ~~$2,299,063 (29%~~$1,925,088 (33% of bulk ~~revenues)~~revenue) and ~~$2,507,570 (34%~~$2,172,929 (31% of bulk ~~revenues)~~revenue) for ~~2017~~2020 and ~~2016,~~2019, respectively. ~~The decrease in the bulk segment gross~~Gross profit in dollars ~~and~~decreased in 2020 as ~~a percentage of revenues in 2017 resulted from a charge of approximately $430,000 relating~~compared to 2019 principally due to the ~~refurbishment of a fixed asset used in our Bahamas operations.~~

lower margins earned on OC-Cayman’s new contracts (as compared to its previous contracts) with the WAC.

Bulk segment G&A expenses ~~decreased to $315,374~~remained relatively consistent at $261,100 for ~~2017~~2020 as compared to ~~$425,000~~$344,971 for 2016. This decrease reflects bank charges incurred to transfer funds from our Bahamas operations to our Cayman headquarters that were significantly lower for 2017 than for 2016 due to a decrease in the amount of funds transferred.2019.

Services ~~Segment~~

Segment:

The services segment incurred losses from operations of ~~($867,011)~~$(3,200,698) and ~~($686,308)~~$(734,184) for ~~2017~~2020 and ~~2016,~~2019, respectively.

Services segment ~~revenues remained relatively consistent at $111,302~~revenue increased to $3,476,000 for ~~2017~~2020 from $90,792 for 2019 due to the addition of $3,373,429 in revenue from PERC as ~~compared to $125,929 for 2016.~~

a result of our acquisition of 51% of this company in late October 2019.

Gross profit ~~(loss)~~ for ~~our~~the services segment ~~was ($3,365) and ($42,648)~~improved to $844,487 (24% of services revenue) in 2020 as a result of the addition of PERC. The services segment generated a gross profit of $45,698 (50% of services revenue) for ~~2017 and 2016, respectively. The slight decrease in the service segment’s gross loss from 2016 to 2017 is attributable to lower engineering expenses.~~

2019.

G&A expenses for the services segment increased to ~~$863,646~~$1,014,765 for ~~2017~~2020 as compared to ~~$643,660~~$779,882 for ~~2016. This increase reflects~~2019 due to the addition in 2020 of PERC’s G&A expenses of approximately $729,000. A decrease in the development expenses incurred for our Mexico project ~~development activities incurred~~of $475,491 in 2020 served to partially offset the incremental G&A expenses from PERC.

As previously discussed, on June 29, 2020 our Mexico subsidiary, AdR, received a letter from the State terminating AdR’s contract with the State involving the construction and operation of a desalination plant in Rosarito California and accompanying aqueduct to deliver the water produced by ~~NSC and AdR~~this plant to the Mexican public water system. As a result of the cancellation of this contract, we recorded an impairment loss of $(3.0 million) for ~~2017 that exceeded those incurred~~our services segment in 2020 for ~~2016 by approximately $257,000.~~

~~Manufacturing Segment~~rights of way acquired for the contract’s proposed aqueduct.

Manufacturing Segment:

The manufacturing segment contributed ~~$283,273~~$1,018,388 to our income from operations ~~for 2017,~~in 2020 as compared to ~~generating a loss from operations of ($1,926,715)~~$868,647 in ~~2016.~~

2019.

Manufacturing ~~revenues increased~~revenue was $3,778,554 and $4,289,902 for 2020 and 2019, respectively. Manufacturing revenue declined from 2019 to ~~$3,008,783 in 2017 from $1,382,492 in 2016~~2020 due to ~~an increase~~a decrease in the ~~average dollar value~~number of ~~manufacturing contracts.~~

active projects.

Manufacturing ~~segment~~ gross profit was ~~$929,895~~$1,336,769 (35% of manufacturing revenue) and $1,333,365 (31% of ~~revenues)~~manufacturing revenue) for 2020 and ~~$472,042 (34%~~2019, respectively. The increase in manufacturing gross profit as a percentage of ~~revenues) for 2017 and 2016, respectively. Gross profit for 2017 increased in dollars~~revenue stems from ~~2016 due to~~a mix of higher ~~revenues.~~

margin projects.

G&A expenses for the manufacturing segment ~~were $646,622 and $2,398,757~~dropped to $318,381 for ~~2017 and 2016, respectively. Manufacturing G&A~~2020 as compared to $464,718 for 2019 as a result of a decrease of $125,000 in amortization expenses ~~decreased in 2017 from 2016~~ due to the ~~goodwill impairment charge~~completion of ~~$1,750,000~~the amortization of certain intangible assets recorded in connection with the Aerex acquisition.

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

In late December 2018, our Board of Directors formally approved the sale of our subsidiary, CW-Belize, which was part of our bulk water operations, to BWSL and on February 14, 2019, we completed the sale (which was effective as of

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January 1, 2019) of CW-Belize to BWSL. In accordance with U.S. generally accepted accounting principles, the gain we realized on the sale of CW-Belize in 2019 of $3,621,170 ($0.24 per share on a fully diluted basis) is reflected in our 2019 consolidated results of operations as discontinued operations.

We generated other income, net of $14,229 in 2020 as compared to other income, net of $310,423 in 2019. The principal reason for the decline in this component of our statements of income (loss) was an increase of approximately $209,000 in the foreign currency translation losses recorded for ~~this segment in 2016.~~our Mexico subsidiaries.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

The following discussion and analysis of our Consolidated Results and Results by Segment refers only to our continuing operations.

Consolidated Results

~~Net~~The net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders for ~~2017~~2020 was ~~$4,416,915~~$1,760,765 ($~~0.29~~0.12 per share on a fully diluted basis)~~, as compared~~. The net income from operations attributable to ~~$2,393,642~~Consolidated Water Co. Ltd. shareholders was $5,041,523 ($~~0.16~~0.33 per share on a ~~fully-diluted~~fully diluted basis) for ~~2016.~~

2019.

Total ~~revenues~~revenue for ~~2017~~2020 increased to ~~$47,532,497~~$39,812,968 from ~~$43,818,760~~$35,293,784 in ~~2016 due~~2019, as a result of the addition of PERC’s revenue to ~~higher revenues for~~ our ~~retail, bulk~~services segment and, to a lesser extent, the performance of our manufacturing ~~segments.~~segment. Gross profit for ~~2017~~2020 was ~~$19,597,947~~$15,743,464 (40% of total revenue) as compared to $14,515,052 (41% of total ~~revenues) as compared to $18,688,733 (43% of total revenues)~~revenue) for ~~2016 as the gross profit for our retail, bulk and manufacturing segments increased from 2016 to 2017.~~2019. For further discussion of ~~revenues~~revenue and gross profit ~~for 2017~~ see the “~~Results~~“Results by ~~Segment~~”Segment” discussion and analysis that follows.

G&A expenses on a consolidated basis ~~were $14,695,184 and $13,925,439~~increased to $10,014,785 for ~~2017 and 2016, respectively. The rise~~2020 as compared to $9,373,026 for 2019 due to the addition in ~~consolidated~~2020 of PERC’s G&A expenses of approximately $1,418,000. A decrease in the development expenses incurred for our Mexico project of approximately $502,000 in 2020 served to partially offset the incremental G&A expenses from ~~2016 to 2017 is primarily attributable (i) incremental employee costs of approximately $488,000 arising~~PERC.

As previously discussed, on June 29, 2020 our Mexico subsidiary, AdR, received a letter from ~~a statutory retirement payment, an increase in compensation rates; and (ii) an increase in~~ the ~~project development expenses incurred by Aerex of approximately $204,000.~~

Other income, net for 2017 was $871,956, as compared to $45,698 for 2016. The improvement in 2017 in this net component of our consolidated statement of income reflects (i) an unrealized gain of $323,000 in 2017 on the net put/call option associatedState terminating AdR’s contract with the ~~acquisition~~State involving the construction and operation of ~~Aerex as compared~~a desalination plant in Rosarito California and accompanying aqueduct to ~~an unrealized loss in 2016 on~~deliver the water produced by this ~~net put/call option~~plant to the Mexican public water system. As a result of ~~($275,000); and (ii)~~ the cancellation of this contract, we recorded an impairment loss of ~~($925,000) recorded~~$(3.0 million) in ~~2016~~2020 for rights of way acquired for the contract’s proposed aqueduct.

In June 2019, we completed the sales of our ~~investment~~CW-Bali assets and its stock for $365,000 and $25,000, respectively. Such sales generated most of the $441,070 gain on asset dispositions for 2019.

The COVID-19 pandemic had a material adverse impact on our consolidated results of operations for the six months ended June 30, 2020, and we believe the COVID-19 pandemic will continue to adversely impact our results of operations in ~~OC-BVI.~~future periods. See further discussion herein and at “LIQUIDITY AND CAPITAL RESOURCES – Material Commitments, Expenditures and Contingencies – COVID-19.”

Results by Segment

Retail ~~Segment~~

Segment:

The retail segment ~~generated losses~~contributed $826,990 and $1,733,684 to our income from operations ~~of ($651,764)~~for 2020 and ~~($658,089) in 2017 and 2016,~~2019, respectively. ~~Such losses are primarily attributable to impairment losses recorded for CW-Bali, as discussed in paragraphs that follow.~~

~~Revenues~~Revenue generated by our retail water operations ~~increased slightly~~decreased to ~~$18,111,274~~$13,223,728 in ~~2017~~2020 from ~~$17,710,271~~$13,670,175 in ~~2016, as~~2019 due to a ~~result of a 4% increase~~3% decrease in the volume of water sold.

This sales volume decrease is due to the temporary cessation of tourism on Grand Cayman resulting from the closing of all Cayman Islands airports and seaports in March 2020 in response to the COVID-19 pandemic.

Retail segment gross profit ~~remained relatively consistent at $10,215,657~~decreased to $7,467,611 (56% of retail ~~revenues) and $9,930,440 (56%~~revenue) for 2020 from $7,861,813 (58% of retail ~~revenues)~~revenue) for ~~2017 and 2016, respectively.~~2019 principally as a result of the drop in revenue.

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Consistent with prior periods, we record all non-direct G&A expenses in our retail segment and do not allocate any of these non-direct costs to our other three business segments. Retail G&A expenses remained relatively consistent at $6,640,621 for ~~2017~~2020 as compared to $6,522,699 for 2019.

In June 2019, we completed the sales of our CW-Bali assets and ~~2016 were $9,288,941~~its stock for $365,000 and ~~$8,588,529 for 2017 and 2016,~~$25,000, respectively. ~~The increase in retail G&A expenses from 2016 to 2017 is~~Such sales generated primarily due to (i) incremental employee costs of approximately $491,000 arising from a statutory retirement payment and an increase in compensation rates; and (ii) incremental professional fees of approximately $250,000.

~~Through our subsidiary CW-Bali, we built a seawater reverse osmosis plant with a production capacity of approximately 790,000 gallons per day located in Nusa Dua, one~~all of the primary tourist areas of Bali, Indonesia. We built this plant based upon our belief that future water shortages in this area of Bali would eventually enable us to sell all of this plant’s production. However, since inception of CW-Bali’s operations in 2013, the sales volumes$394,570 gain on asset dispositions for its plant have not been sufficient to cover its operating costs and CW-Bali has incurred net losses. Our net losses from CW-Bali for our two most recent fiscal years ended December 31, 2016 and 2015 were approximately ($2.5 million) and ($861,000), respectively.2019.

In late 2015, we decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with the local water utility; and (iv) assist with CW-Bali’s on-going funding requirements. Although discussions were held and due diligence information was exchanged with potential strategic partners, we did not receive an offer for an investment in, a purchase of, or a joint venture for CW-Bali from any of these potential partners on terms we deemed acceptable. During the three months ended September 30, 2016, we reassessed the prospects for CW-Bali in light of its results to date, current circumstances and uncertainties impacting the business, and expected future funding requirements and tested its long-lived assets for possible impairment. As a result of this testing we recorded an impairment loss of $2.0 million for the nine months ended September 30, 2016 to reduce the carrying value of our long-lived CW-Bali assets to their estimated fair value.

The results of operations for the retail segment for the nine months ended September 30, 2017 include sales for CW-Bali of $117,443 and a net loss from operations for CW-Bali of ($158,869), excluding the ($1,578,480) impairment losses discussed above. The results of operations for the retail segment for the nine months ended September 30, 2016 include sales for CW-Bali of $70,760 and a net loss from operations for CW-Bali of ($437,525), excluding the ($2,000,000) impairment loss discussed above.

Bulk ~~Segment~~

Segment:

The bulk segment contributed ~~$6,925,280~~$3,247,846 and ~~$6,487,455~~$3,769,768 to our income from operations for ~~2017~~2020 and ~~2016, respectively.~~

2019, respectively.

Bulk segment ~~revenues were $23,615,787~~revenue was $12,306,681 and ~~$22,136,086~~$14,052,364 for ~~2017~~2020 and ~~2016,~~2019, respectively. ~~The increase~~OC-Cayman experienced a decline in ~~bulk revenues~~revenue of approximately $1.3 million for 2020 as a result of the two new contracts (at lower rates) with the Water Authority-Cayman (the “WAC”) for water supplied from ~~2016 to 2017 is primarily attributable to our Bahamas operations,~~(1) the Red Gate and North Sound plants which ~~generated~~commenced in February 2019 and (2) the North Side Water Works plant, which commenced in July 2019. CW-Bahamas’ revenue dropped approximately ~~$1,534,000 in incremental revenues~~$448,000 for 2020 due to ~~a significant increase in the prices of diesel fuel and electricity from 2016 to 2017,~~lower energy costs, which ~~increased~~correspondingly decreased the energy pass-through component of ~~our bulk water rates in The Bahamas.~~

CW-Bahamas’ rates.

Gross profit for our bulk segment was ~~$7,865,385 (33%~~$3,800,792 (31% of bulk ~~revenues)~~revenue) and ~~$7,790,339 (35%~~$4,329,651 (31% of bulk ~~revenues)~~revenue) for ~~2017~~2020 and ~~2016,~~2019, respectively. Gross profit ~~as a percentage of revenues~~in dollars decreased in ~~2017~~2020 as compared to ~~2016~~2019 due to ~~higher energy prices, as energy expense~~repairs and maintenance expenses for ~~our bulk operations was approximately $1,256,000 more~~CW-Bahamas for 2020 that exceeded those incurred in ~~2017 than in 2016,~~2019 and ~~as a result of a 9% decrease (excluding energy pass through adjustments) in~~lower margins earned by OC-Cayman on its new contracts (as compared to its previous contracts) with the ~~price of water sold by our Windsor plant in the Bahamas that became effective at the beginning of 2017.~~

WAC.

Bulk segment G&A expenses ~~decreased to $940,105~~remained relatively consistent at $553,146 for ~~2017~~2020 as compared to ~~$1,302,884~~$606,383 for 2016. This decrease reflects bank charges incurred to transfer funds from our Bahamas operations to our Cayman headquarters that were significantly lower for 2017 than for 2016 due to a decrease in the amount of funds transferred.2019.

Services ~~Segment~~

Segment:

The services segment incurred losses from operations of ~~($2,458,594)~~$(3,490,963) and ~~($2,291,205)~~$(1,241,411) for ~~2017~~2020 and ~~2016,~~2019, respectively.

Services segment ~~revenues decreased~~revenue increased to ~~$360,758~~$6,590,813 for ~~2017~~2020 from $191,369 for 2019 due to the addition of $6,374,502 in revenue from PERC as ~~compared to $710,576 for 2016 as we generated $320,296~~a result of our acquisition of 51% of this company in ~~revenues in 2016 under our contract with the Water Authority - Cayman to refurbish their North Sound plant.~~

late October 2019.

Gross profit for ~~our~~the services segment ~~was $40,172 and $72,187 for 2017 and 2016, respectively.~~improved to $1,685,780 (26% of services revenue) in 2020 as a result of the addition of PERC. The ~~service segment’s~~services segment generated a gross profit ~~decreased from 2016 to 2017 on lower revenues.~~

of $24,356 (13% of services revenue) for 2019.

G&A expenses for the services segment ~~remained relatively consistent at $2,498,766~~increased to $2,145,903 for 2020 as compared to $1,265,767 for 2019 due to the addition of PERC.

As previously discussed, on June 29, 2020 our Mexico subsidiary, AdR, received a letter from the State terminating AdR’s contract with the State involving the construction and ~~$2,363,392~~operation of a desalination plant in Rosarito California and accompanying aqueduct to deliver the water produced by this plant to the Mexican public water system. As a result of the cancellation of this contract, we recorded an impairment loss of $(3.0 million) for ~~2017 and 2016, respectively.~~our services segment in 2020 for rights of way acquired for the contract’s proposed aqueduct.

Manufacturing ~~Segment~~

Our manufacturing segment consists of Aerex, a company in which we acquired a 51% ownership interest as of February 11, 2016. Consequently, the results of our manufacturing segment for 2017 are not entirely comparable to those reported for 2016, as 2017 reflects a full nine months of Aerex’s operations whereas 2016 reflects Aerex’s operations for shorter period that began February 11, 2016 and ended on September 30, 2016.

Segment:

The manufacturing segment ~~incurred losses~~contributed $2,114,166 to our income from operations ~~of ($490,639) and ($2,524,867) for 2017 and 2016, respectively.~~

in 2020 as compared to $1,321,055 in 2019.

Manufacturing ~~revenues were $5,444,678~~revenue was $7,691,746 and ~~$3,261,827~~$7,379,876 for ~~2017~~2020 and ~~2016,~~2019, respectively. Manufacturing revenue increased from 2019 to 2020 due to an increase in project production activity.

Manufacturing gross profit was $2,789,281 (36% of manufacturing revenue) and $2,299,232 (31% of manufacturing revenue) for 2020 and 2019, respectively. The increase in ~~revenues from 2016 to 2017 reflects the additional period of~~ manufacturing ~~activity in 2017 as compared to 2016 due to the acquisition of Aerex on February 11, 2016 and an increase in the average dollar value of manufacturing contracts.~~

~~Manufacturing segment~~ gross profit ~~was $1,476,733 (27% of revenues) and $895,767 (27% of revenues) for 2017 and 2016, respectively. Gross profit for 2017 increased~~ in dollars and as a percentage of revenue stems from ~~2016 due~~a mix of higher margin projects, coupled with overall higher production activity that led to ~~the incremental revenues.~~improved plant efficiency.

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G&A expenses for the manufacturing segment ~~were $1,967,372 and $3,420,634. Manufacturing G&A expenses decreased in 2017 from 2016 due~~dropped by $303,062 to ~~the goodwill impairment charge of $1,750,000 recorded~~$675,115 for ~~this segment in 2016. Excluding this impairment charge, manufacturing G&A increased from 2017~~2020 as compared to ~~2016~~$978,177 for 2019 as a result of ~~an increase~~a decrease of approximately ~~$204,000~~$264,000 in ~~project development~~the amortization expenses ~~incurred~~due to the completion of the amortization of certain intangible assets recorded in connection with the Aerex acquisition.

FINANCIAL CONDITION

The significant changes in the components of our consolidated balance sheet as of June 30, 2020 as compared to December 31, 2019 (other than the change in our cash and cash equivalents, which is discussed later in “LIQUIDITY AND CAPITAL RESOURCES”) and the reasons for ~~2017.~~

~~FINANCIAL CONDITION~~

these changes are discussed in the following paragraphs.

Accounts receivable increased by approximately $3.6 million. This net increase reflects an increase in Aerex’s accounts receivable of approximately $1.8 million due to an extension of invoice due dates (unrelated to the COVID-19 pandemic) for Aerex’s largest customer, approximately $557,000 in incremental accounts receivable arising from the addition of PERC, and an increase in CW-Bahamas’ accounts receivable of approximately $1.5 million.

Current inventory increased by approximately $1.8 million primarily as a result of raw materials purchased to support Aerex’s increased production activity.

Construction in progress decreased by approximately ~~$3.5 million from December 31, 2016 to September 30, 2017~~$936,000 primarily due to the completion of the renovation of the North Side Water Works plant on Grand Cayman.

On June 29, 2020, AdR was notified that its contract with the State for the construction and operation of a ~~decrease in~~desalination plant and aqueduct had been terminated by the ~~accounts receivables for CW-Bahamas~~State. Land and rights of ~~approximately $3.0 million. We believe, based upon prior payment history, that our accounts receivable balances will be collected in full. Prepaid expenses and other current assets increased~~way held by the Company decreased by approximately ~~$1.3 million primarily~~$(3.0 million) due to ~~prepaid insurance premiums. Costs~~an impairment loss recorded for the rights of way acquired for the contract’s proposed aqueduct. Operating lease right-of-use assets and ~~estimated earnings in excess of billings increased~~noncurrent operating leases liabilities decreased by ~~approximately $1.6~~$2.9 million ~~from December 31, 2016 to September 30, 2017~~and $3.0 million respectively, due to ~~Aerex.~~the expected termination (or transfer to the State) of a land lease for the contract’s proposed desalination plant.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Position

Our projected liquidity requirements for ~~2017~~the balance of 2020 include capital expenditures for our existing operations of approximately ~~$2.8 million, dividends payable of approximately $1.1~~$1.0 million and approximately ~~$1.9~~$1.3 million ~~to be expended~~ for ~~NSC’s and AdR’s project development activities.~~dividends payable. Our liquidity requirements ~~for 2017~~ may also include ~~further~~future quarterly dividends if such dividends are declared by our ~~Board of Directors.~~Board. Our dividend payments amounted to approximately ~~$4.6~~$2.6 million for the six months ended June 30, 2020 and approximately $5.1 million for the year ended December 31, ~~2016 and approximately $3.4 million for the nine months ended September 30, 2017.~~

In February 2016, we purchased 51% of the equity ownership of Aerex, a U.S. original equipment manufacturer and service provider of a wide range of products and services applicable to industrial, commercial and municipal water treatment, for $7.7 million in cash. Immediately following our acquisition of Aerex, we and the former sole shareholder of Aerex loaned Aerex $510,000 and $490,000, respectively, in the form of notes payable which were scheduled to mature on June 30, 2017 and bore interest at 1% per annum. These notes payable were repaid in April 2017. In February 2017, we and the former sole shareholder of Aerex loaned Aerex $408,000 and $392,000, respectively, in the form of notes payable which mature on September 30, 2017 and bear interest at 1% per annum. In October 2017, we and the former shareholder of Aerex extended the term of the notes payable issued in February 2017 for an additional 6 months with a new maturity date of March 31, 2018. Additionally, we and the former shareholder loaned Aerex an additional $306,000 and $294,000, respectively, for a total outstanding notes payable balance with a maturity date of March 31, 2018 of $1,400,000.

2019.

As of ~~September~~June 30, ~~2017,~~2020, we had cash and cash equivalents of ~~approximately $47.0~~$35.0 million and working capital of ~~approximately $60.5~~$62.8 million. WeWith the possible exception of the liquidity matter relating to CW-Bahamas that is discussed in the paragraphs that follow, we are not presently aware of anything that would lead us to believe that we will not have sufficient liquidity to meet our needs.

CW-Bahamas Liquidity

~~CW-Bahamas~~CW-Bahamas’ accounts receivable balances due from the Water and ~~CW-Belize Liquidity Considerations~~

~~Transfers from our bank accounts in The Bahamas and Belize to our bank accounts in other countries require the approval of the Central Banks~~Sewerage Corporation of The Bahamas (“WSC”) amounted to $19.9 million as of June 30, 2020 and ~~Belize, respectively.~~$18.4 million as of December 31, 2019. Approximately 79% of the June 30, 2020 accounts receivable balance was delinquent as of that date. The delay in collecting these accounts receivable has adversely impacted the liquidity of this subsidiary. As of ~~September 30, 2017,~~July 31, 2020, CW-Bahamas’ accounts receivable from the ~~equivalent United States dollar cash balances for our bank account deposits~~WSC totaled approximately $17.8 million.

Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, we hold discussions and meetings with representatives of the WSC and The Bahamas government, and ~~Belize~~as a result, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the WSC were ~~approximately $13.3 million~~eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of

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significant delinquent balances. As of June 30, 2020, we have not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC.

We believe the delays we have experienced in collecting CW-Bahamas’ receivables were extended due to the impact of Hurricane Dorian, which devastated the northern Bahamas in September 2019 and ~~$6.0 million, respectively.~~the severe economic impact of the COVID-19 pandemic on The Bahamas government’s revenue sources.

If CW-Bahamas continues to be unable to collect a significant portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) we may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) we may be required to provide an allowance for doubtful accounts for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on our consolidated financial condition, results of operations, and cash flows.

Weakness in the Belize economy and other factors have reduced the amount of U.S. dollars that Belize banks can transfer outside the country, which has limited the amount of U.S. dollars we are presently able to transfer from Belize. We cannot presently determine when conditions in Belize will improve or when we will have an improved ability to transfer funds from CW-Belize.

Discussion of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~

2020

Our cash and cash equivalents ~~increased~~decreased to ~~$47.0 million~~$34,956,328 as of ~~September~~June 30, ~~2017~~2020 from ~~$39.3 million~~$42,902,669 as of December 31, ~~2016.~~

2019.

Cash Flows from Operating Activities

~~Our~~Net cash provided by our operating activities ~~provided cash of approximately $11.7 million.~~was $3,843,490. This net cash ~~amount~~ reflects net income generated for the ~~nine~~six months ended June 30, 2020 of ~~approximately $4.6 million~~$2,301,917 as adjusted for (i) various items included in the determination of net income that do not affect cash flows during the year; and (ii) changes in the other components of working capital. The more significant of such items and changes in working capital components included depreciation and amortization of approximately $5.7 million, a net decrease in accounts receivable and costs and estimated earnings in excess of billings of approximately $2.0 million, an increase in prepaids and other assets of $2.0 million and$3,716,442, an impairment loss of ~~$1.6 million to reduce~~$(3,035,625) for investments in rights of ways, an increase in accounts receivable of $3,709,644 and an increase in inventory of 2,065,424 (primarily in the ~~carrying value of our investment in CW-Bali.~~

manufacturing segment).

Cash Flows from Investing Activities

Net cash used inby our investing activities was ~~approximately $564,000.~~$9,210,373. In January 2020, we acquired the remaining 49% ownership in Aerex for $8,500,000 in cash. Additions to property, plant and equipment and construction in progress ~~was approximately $3.0 million which was partially offset by a $1.1 million distribution of earnings from OC-BVI and approximately $1.3 million collections on our loan receivable.~~

used $710,823 in cash.

Cash Flows from Financing Activities

~~Our~~Net cash used by our financing activities ~~used approximately $3.4 million in net cash as we paid dividends~~was $2,579,458, almost all of ~~approximately $3.4 million. In February 2017, we also obtained a $392,000 note payable from Aerex’s prior sole stockholder that matures on September 30, 2017 and also repaid~~which related to the ~~original loan~~payment of ~~$490,000 from the same stockholder in April 2017.~~dividends.

Material Commitments, Expenditures and Contingencies

~~Renewal~~COVID-19

The worldwide coronavirus (COVID-19) pandemic, which was formally recognized by the World Health Organization on March 11, 2020, has had a profound negative impact on the economies of the countries in which we operate. Consequently, the COVID-19 pandemic has had, and will continue to have, a material adverse impact on our consolidated financial condition, results of operations, and cash flows.

A discussion of the current effects of the COVID-19 pandemic on each of our operating subsidiaries is provided in the following paragraphs. However, as the worldwide impact of COVID-19 continues to develop and expand, its future effects on our company could differ materially from the information we are providing herein.

Cayman Water

As preventative measures to combat the possible spread of COVID-19, the Cabinet of the Cayman Islands (“the Cabinet”) closed all Cayman Islands sea ports to international passenger arrivals effective March 13, 2020; and closed all Cayman Islands airports to international passenger arrivals effective March 22, 2020. Effective March 28, 2020, the Cabinet and Cayman Islands law enforcement enacted various ‘stay-at-home’ regulations and curfews, which closed all businesses not deemed essential by the government and required citizens to stay at home unless they were purchasing necessities or

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engaged in an essential errand. In May 2020, the Cabinet started the phased relaxation of the shelter-in-place regulations and has subsequently designated October 1, 2020 as the planned date for the phased reopening of the Cayman Islands’ to air travel for those travelers that provide evidence of a negative COVID-19 test performed within three days prior to arrival in the Cayman Islands and agree to remain in quarantine for five days after arrival. No date has yet been set for the planned reopening of the Cayman Islands’ seaports.

As a result of these measures taken by the Cayman Islands government, tourism in the Cayman Islands has temporarily ceased and economic activity on Grand Cayman has slowed dramatically. The preventative measures taken by the Cayman Islands government in response to the COVID-19 pandemic did not commence until the latter half of March 2020 and thus affected our retail sales volumes for only the latter half of the six months ended June 30, 2020. Consequently, our retail sales volume for the six months ended June 30, 2020 declined by only 3% from the same six month period in 2019. However, the retail sales volume for the three months ended June 30, 2020 was 16% less than that for the three months ended June 30, 2019. We expect that our retail segment revenue and cash flows will continue to be materially adversely impacted until such time as tourism and the economy in the Cayman Islands fully recover from the impact and effects of the COVID-19 pandemic.

During the previous quarter, the Cayman Islands government requested Cayman Water to temporarily suspend all disconnections for non-payment of its water services to ensure that all residents continued to have access to potable water during the COVID-19 pandemic, and to give customers that experienced financial hardship additional time to make their payments. We complied with this request. We temporarily closed our customer service office on March 30, 2020 to comply with the government’s shelter-in-place regulations and consequently our customers could not pay their bills by visiting our office until it reopened in June 2020. Postal service on Grand Cayman was suspended from late March through April 2020, which prevented us from invoicing our customers in the customary manner and we were required to employ alternative methods (including electronic mail and phone text messaging) to deliver our retail water invoices to our customers. The closure of the post office also inhibited our customers from paying us as they could not mail their payments. As as result of these circumstances, Cayman Water’s total balance of delinquent accounts receivable as of June 30, 2020 increased from historical norms and from March 30, 2020, and consequently we recorded a provision for doubtful accounts of $80,000 for the three months ended June 30, 2020 for uncollectible accounts receivable. In July 2020, Cayman Water reinstituted its disconnection policy, but we expect to agree to payment plans with those delinquent customers we consider credit worthy in lieu of disconnecting their service.

Cayman Water’s operations have been designated as essential services by the Cayman Islands government. Presently, the day-to-day operations of Cayman Water’s water production facilities and distribution network have not been materially impeded by the COVID-19 pandemic – we continue to produce and supply water to meet the demand for water in our retail license area. We believe Cayman Water has adequate spare parts and supplies in stock to continue normal operations for the remainder of 2020.

OC-Cayman

Although it operates on Grand Cayman - and therefore is also affected by the preventative measures enacted by government that have been discussed previously - OC-Cayman sells water on a bulk basis to the WAC, which in turn provides this water to areas of Grand Cayman that are more residential, and less tourist related, than the license area served by Cayman Water. The monthly amounts OC-Cayman charges the WAC for water supplied under its water supply agreements consist of fixed amounts that constitute the majority of the amounts charged, and lesser amounts that vary with the volume of water supplied. Therefore, unlike Cayman Water, OC-Cayman’s revenue is not as directly affected by tourism on Grand Cayman and, due to the structure of the underlying water supply agreements, is not as acutely sensitive to declines in water demand.

Rainfall during the first three months of 2020 on Grand Cayman was significantly less than the 30-year average and the same three months of 2019. As a result of the lower rainfall, the volume of water provided by OC-Cayman to the WAC in for the first three months of the six months ended June 30, 2020 exceeded that provided for the comparable period in 2019 by 12%. However the amount of water provided by OC-Cayman to the WAC for the three months ended June 30, 2020 was 3% less than that provided for the three months ended June 30, 2019. We cannot presently determine to what extent OC-Cayman’s future revenue will be impacted by the COVID-19 pandemic.

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OC-Cayman’s operations have been designated as essential services by the Cayman Islands government. Presently, OC-Cayman’s day-to-day operations have not been materially impeded by the COVID-19 pandemic – we continue to produce and supply water to meet the requirements of our two water supply agreements with the WAC. We believe OC-Cayman has adequate spare parts and supplies in stock to continue normal operations for the remainder of 2020.

CW-Bahamas

The government of The Bahamas enacted Emergency Powers Regulations which became effective March 18, 2020 in an effort to combat the spread of COVID-19. These regulations closed all businesses not deemed essential by the government, encouraged the employees of non-essential businesses to work remotely and imposed 24 hour shelter-in-place curfew on all residents of The Bahamas other than those engaged in essential or pre-approved activities. On March 24, 2020, the government banned all international travel to The Bahamas by closing all airports and seaports. As a result of these measures taken by The Bahamas government, tourism on New Providence Island, where CW-Bahamas operates, has temporarily ceased and economic activity in The Bahamas has slowed dramatically. In May 2020, the Bahamian government relaxed some of the shelter-in-place regulations but has since reinstated shelter-in-place regulations effective August 4, 2020 through at least August 19, 2020. The Bahamian government has yet to set a date for the reopening of The Bahamas to cruise ship arrivals. In July 2020, the government of The Bahamas enacted a limited reopening of The Bahamas to air travel but increased travel restrictions again shortly thereafter due to an increase in COVID-19 cases. Presently, individuals that wish to travel to The Bahamas must submit to a mandatory 14 day quarantine upon arrival to The Bahamas and must take a COVID-19 test at the end of the quarantine period.

CW-Bahamas sells the water produced by its plants on a bulk basis to the WSC, which in turn provides water to the residences, businesses, and other end users on New Providence. Under the terms of each of its water supply agreements with the WSC, CW-Bahamas charges the WSC a fixed monthly amount, an amount each month that is based upon the amount of water supplied during the month, and pass-through energy charges, therefore CW-Bahamas’ revenue is impacted by changes in water demand and energy prices. To date, the volume of water CW-Bahamas sells to the WSC has not been adversely impacted by the COVID-19 pandemic despite the downturn in economic activity on New Providence that began in April 2020 stemming from the preventative measures taken by the government in March 2020. However, we believe that at some point in the coming months, if the current economic conditions in The Bahamas do not improve, CW-Bahamas could experience a decrease in the demand for its water, with a resulting decline in its revenue. In addition, the adverse impact of the COVID-19 pandemic on The Bahamas government’s revenue sources may further delay the collection of CW-Bahamas’ delinquent accounts receivable from the WSC.

CW-Bahamas’ operations have been designated as essential services by the government of The Bahamas. Presently, CW-Bahamas’ day-to-day operations have not been materially impeded by the COVID-19 pandemic – we continue to produce and supply water to meet the requirements of our two water agreements with the WSC. We believe CW-Bahamas has sufficient spare parts and consumables inventories to continue normal operations for the remainder of 2020.

Aerex

Presently, the COVID-19 pandemic has not materially impeded Aerex’s day-to-day operations.

One specific product generated approximately 86% and 68% of Aerex’s sales for the six months ended June 30, 2020 and the year ended December 31, 2019, respectively. Aerex relies on one raw material supplier for the major component used in the manufacture of this product. Due to its relatively high cost and supplier manufacturing constraints, Aerex receives shipments of this component in increments based upon its production schedule. Shipments from the supplier of this component have at times fallen behind since the advent of the COVID-19 pandemic. Any disruption in the supply chain for this component or for the other raw materials used by Aerex due to the COVID-19 pandemic (or other reasons) could have a material adverse impact on our consolidated financial condition, results of operations, and cash flows.

Aerex presently has 15 plant employees. Should a number of these employees become ill or be required to enter quarantine as a result of COVID-19, Aerex could be required to reduce or cease its manufacturing activities, which could have a material adverse impact on our consolidated financial condition, results of operations and cash flows.

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PERC

PERC’s operations are considered essential services by the State of California. Presently, the COVID-19 pandemic has not materially impeded PERC’s day-to-day operations.

Approximately 71% of PERC’s revenue of $6.4 million for the six months ended June 30, 2020 was generated in California under contracts with government entities. The State of California has publicly acknowledged its on-going financial difficulties as a result of the COVID-19 pandemic, and such difficulties presently, or could in the future, extend to the various counties, municipalities and other government-related entities in California, including PERC’s customers, which could adversely impact PERC’s revenue and the collection of its accounts receivable.

PERC employs state-certified water and wastewater operators to operate various water treatment facilties in California and Arizona. Should a number of these employees become ill or be required to enter quarantine as a result of COVID-19, PERC could have difficulty meeting its contractual and statutory obligations for operating these water treatment facilities, which could have a material adverse impact on our consolidated financial condition, results of operations and cash flows.

Cayman Water Retail License

We sell water through our retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that ~~grants~~granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. ~~As discussed below, this~~Although the 1990 license was ~~set~~not expressly extended after January 2018, we continue to ~~expire~~supply water under the terms of the 1990 license, as further discussed in ~~July 2010 but has since been extended while negotiations for a new license take place.~~the following paragraph. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman ~~the~~Island: Seven Mile Beach and West ~~Bay areas.~~Bay. For the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we generated approximately ~~33%~~31% and 38%, respectively, of our consolidated ~~revenues~~revenue and ~~48%~~44% and ~~52%~~53%, respectively, of our consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we generated approximately ~~38%~~33% and ~~40%~~39%, respectively, of our consolidated ~~revenues~~revenue and ~~52%~~47% and 55%, respectively, of our consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license.

We continue to operate under the terms of the 1990 license, providing water services to the level and quality specified in the 1990 license and in accordance with our understanding of its legal obligations, treating those obligations set forth in the 1990 license as operative notwithstanding the expiration of the express extension. We continue to pay the royalty required under the 1990 license.

In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector and the negotiations with us for a new retail license from the ~~Water Authority-Cayman (the “WAC”)~~WAC to ~~OfReg. In July 2017, we~~OfReg in May 2017. We began license negotiations with OfReg ~~for a new retail license~~ in ~~the Cayman Islands~~July 2017 and such negotiations are continuing.

~~Under its present~~ We have been informed during our retail license Cayman Water pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to its customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inflation or deflation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The WAC, on behalf of the government, previously reviewed and confirmed the calculations of the price adjustments for inflation and electricity costs. On July 7, 2017, we were advisednegotiations, both by OfReg ~~that regulatory responsibility for the water utility sector had been transferred from the WAC to OfReg effective May 22, 2017,~~ and ~~that effective immediately all reviews and confirmations of calculations of the price adjustments for inflation and electricity costs will be performed by OfReg. If Cayman Water wants to adjust~~ its ~~prices for any reason other than inflation or electricity costs, Cayman Water has to request prior approval of the Cabinet of~~predecessor in these negotiations, that the Cayman Islands ~~government. Disputes regarding price adjustments would be referred~~government seeks to ~~arbitration.~~

restructure the terms of our license in a manner that could significantly reduce the operating income and cash flows we have historically generated from our retail license.

The Cayman Islands government could ~~ultimately offer~~seek to grant a third party a license to service some or all of Cayman Water’s present service area. However, as set forth in the ~~existing~~1990 license, “the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the Licence Area without having first offered such a licence or franchise to the Company on terms no less favourable than the terms offered to such other person or company.”

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We are presently unable to determine what impact the resolution of our retail license negotiations will have on our cash flows, financial condition or results of operations but such resolution could result in a material reduction (or the loss) of the operating income and cash flows we have historically generated from our retail operations and could require us to record an impairment ~~loss~~losses to reduce the carrying value of our ~~goodwill.~~retail segment assets. Such impairment ~~loss~~losses could have a material adverse impact on our consolidated financial condition, results of ~~operations.~~

~~NSC and AdR Project Development~~

In May 2010, we acquired, through our wholly-owned Netherlands subsidiary, Consolidated Water Cooperatief, U.A., (“CW-Cooperatief”) a 50% interest in N.S.C. Agua, S.A. de C.V. (“NSC”), a development stage Mexican company. We have since purchased, through the conversion of a loan we made to NSC, sufficient shares to raise our ownership interest in NSC to 99.99%. NSC was formed to pursue a project (the “Project”) encompassing the construction, operation and ~~minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant~~cash flows.

CW-Bahamas Performance Guarantees

Our contracts to ~~be located in northern Baja California, Mexico and accompanying pipelines to deliver~~supply water to the ~~Mexican potable water system. As discussed in the paragraphs that follow, during 2015 the scope of the Project was defined by the State of Baja California (the “State”)~~WSC from our Blue Hills and Windsor plants require us to ~~consist~~guarantee delivery of a ~~first phase consisting~~minimum quantity of water per week. If WSC requires the water and we do not meet this minimum, we are required to pay the WSC for the difference between the minimum and actual gallons delivered at a ~~50 million~~per gallon ~~per day plant and a pipeline that connects~~rate equal to the ~~Mexican potable water infrastructure~~price per gallon that WSC is currently paying us under the contract. The Blue Hills contract expires in 2032 and ~~a second phase consisting of an additional 50~~requires us to deliver 63.0 million gallons of ~~production capacity.~~

~~Through a series of transactions completed~~water each week. The Windsor contract expires in ~~2012-2014, NSC purchased 20.1 hectares for approximately $20.6 million on which the proposed Project’s plant would be constructed.~~

In November 2012, NSC entered into a lease with an effective term of 20 years from the date of full operation of the desalination plant with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans2033 and requires us to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $20,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project.

In August 2014, the State enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, on January 4, 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complies with requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the “APP Committee”) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project.

In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project and accompanying required public tender process should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State has defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50deliver 16.8 million gallons ~~per day~~ of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the “Consortium”) submitted its tender for the Project on the April 21, 2016 tender submission deadline date set by the State.water each week.

We have acknowledged since the inception of the Project that, due to the amount of capital the Project requires, NSC will ultimately need an equity partner or partners for the Project. Consequently, NSC’s tender to the State for the Project was based upon the following: (i) NSC will sell or otherwise transfer the land and other Project assets to a new company (“Newco”) that would build and own the Project; (ii) NSC’s potential partners would provide the majority of the equity for the Project and thereby would own the majority interest in Newco; (iii) NSC would maintain a minority ownership position in Newco; and (iv) Newco would enter into a long-term management and technical services contract for the Project with an entity partially owned by NSC or another Company subsidiary.

~~On June 15, 2016, the State designated the Consortium as the winner of tender process for the Project.~~

On August 17, 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operation and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operation. As of September 30, 2017 and December 31, 2016, NSC owned 99.6% of AdR.

On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (“APP Contract”), was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract requires AdR to design, construct, finance and operate a seawater desalination plant (and accompanying aqueducts) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The first phase must be operational within 36 months of commencing construction and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueducts will be transferred to CEA.

~~The APP Contract does not become effective until the following conditions are met:~~

~~the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project;~~

~~the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use;~~

~~various agreements between the CEA, the payment trusts and the CESPT have been executed;~~

~~AdR has obtained all rights of ways required for the Phase 1 aqueduct;~~

~~AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and~~

~~all equity and debt financing agreements necessary to provide the funding to AdR for the first phase of the Project have been executed.~~

On December 30, 2016, the Congress of the State of Baja California, Mexico passed Decreto #57 which, among other things, ratified and authorized the execution of the APP Contract. Earlier this year, following consultations between representatives of the State of Baja California and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments to Decreto #57 were required in order to comply with recent changes to the Federal Fiscal Discipline Law. In addition, during the course of its recent due diligence related to the potential financing of the Project, the North American Development Bank requested that the State of Baja California amend Decreto #57 to authorize the inclusion of revenues from the CESPT in the primary payment trust for the Project. These amendments are included in Decreto #95 which is currently under consideration by the Congress of the State of Baja California. We cannot say with any certainty whether or not Decreto #95 will be approved by the Congress. In the event that Decreto #95 is ultimately not approved, we may not be able to obtain the debt financing required to complete the Project.

As of September 30, 2017, AdR has paid approximately $665,000 for deposits on, or purchases of, rights of way for the Phase 1 aqueduct, which are included in other assets on our condensed consolidated balance sheet.

Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have varied since the U.S. Presidential election in November 2016. These changes could adversely impact the estimated construction, operating, and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff, it may be unable to obtain the debt and equity financing required for the Project. We are currently unable to determine whether or not such water tariff increase will be approved.

If AdR is ultimately unable to proceed with the Project, the land NSC has purchased and the right of way deposits may lose their strategic importance as the site for the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land or recoup their right of way deposits for an amount at least equal to its current carrying value of approximately $21.2 million ($20.56 million for the land and $665,000 for the right of way deposits), and any loss on sale of the land, or impairment loss NSC may be required to record as a result of a decrease in the fair value could have a material adverse impact on the Company’s results of operations.

Included in our results of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting and other costs relating to Project development activities. Such expenses amounted to approximately $864,000 and $606,000 for the three months ended September 30, 2017 and 2016, respectively, and $2,469,000 and $2,248,000 for the nine months ended September 30, 2017 and 2016, respectively. The assets and liabilities of NSC and AdR included in the Company’s condensed consolidated balance sheets amounted to approximately $22.8 million and $371,000, respectively, as of September 30, 2017 and approximately $22.3 million and $221,000 respectively, as of December 31, 2016.

~~EWG Litigation~~

Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (“EWG”) and the other half of its shares in NSC to Alejandro de la Vega (the “individual shareholder”). In February 2012, we paid $300,000 to enter into an agreement (the “Option Agreement”) that provided us with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $1.0 million along with an immediate power of attorney to vote those shares. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, we acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required us to issue new shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement; and (ii) we did not exercise our share purchase option by February 7, 2014. We exercised our option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014.

In October 2015, we learned that EWG has filed a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra, and the Public Registry of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico.

In this lawsuit, EWG challenged, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.99%. EWG requested that the court, as a preliminary matter: (a) suspend of the effectiveness of the challenged transactions; (b) order of public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records.

EWG also sought an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief.

On April 5, 2016, NSC filed a motion for reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records; and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector.

~~On April 26, 2016, NSC filed a full answer to EWG’s claims, rejecting every claim made by EWG. The court’s response on this matter is pending.~~

On May 17, 2016, NSC filed a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the “Amparo Court”) challenging the Tecate, Mexico Court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment of an inspector.

On September 6, 2016, the Tecate, Mexico court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed in the amount of 300,000 Mexican pesos and was given to the court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended.

~~Aerex~~

Aerex’s actual results of operations in the months following our acquisition of the company on February 11, 2016 fell significantly short of the projected results that were included in the overall cash flow projections we utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, we updated our projections for Aerex’s future cash flows and tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that Aerex’s results of operations will fall short of our most recent projections of its future cash flows.

~~CW-Belize~~

By Statutory Instrument No. 81 of 2009, the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. We are presently unable to determine what impact the Order and the Second Order will have on our results of operations, financial position or cash flows.

Adoption of ~~new accounting standards:~~New Accounting Standards:

None.

~~In July 2015, the FASB issued ASU 2015-11,~~~~Inventory (Topic 330): Simplifying the Measurement of Inventory~~. ASU 2015-11 applies to all inventory that is measured using first-in, first-out or average cost. The guidance requires an entity to measure inventory at the lower of cost or net realizable value. ASU 2015-11 is effective prospectively for fiscal years, and for interim periods within those years, beginning after December 15, 2016. Early application is permitted. The adoption of ASU 2015-11 did not have a material impact on our financial position, results of operations or cash flows.

~~In November 2015, the FASB issued ASU 2015-17,~~~~Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes~~. ASU 2015-17 requires net deferred tax assets and liabilities be classified as noncurrent in a classified balance sheet and eliminates the classification between current and noncurrent amounts ASU No. 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. The adoption of ASU 2015-17 did not have a material impact on our financial position, results of operations or cash flows.

~~In March 2016, the FASB issued ASU 2016-07,~~~~Investments- Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,~~ which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. ASU 2016-07 will be effective for the Company’s fiscal year beginning January 1, 2017 and subsequent interim periods. The adoption of ASU 2016-07 did not have a material impact on our financial position, results of operations or cash flows.

~~In March 2016, the FASB issued ASU 2016-09, C~~~~ompensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,~~ which simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 did not have a material impact on our financial position, results of operations or cash flows.

Effect of newly issued but not yet effective accounting standards:

In ~~May 2014,~~March 2020, the FASB issued ASU ~~2014-09,~~~~Revenue from Contracts with Customers~~~~. ASU 2014-09 requires revenue recognition~~No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to ~~depict~~ the ~~transfer of goods or services~~current guidance on contract modifications and hedging relationships to ~~customers in an amount that reflects~~ease the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identificationfinancial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract ~~(b) identification~~modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating the impact of the performance obligations under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligations and (e) recognition of revenues as the identified performance obligations are satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. This amendment was originally effective January 1, 2017. In August 2015, the FASB issued ASU 2015-14,~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~~~, which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017.~~

~~In April 2016, the FASB issued ASU 2016-10,~~~~Identifying Performance Obligations and Licensing,~~ that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB's previous proposals on renewals of right-to-use licenses and contractual restrictions. The effective date of the standard for us will coincide with ASU 2014-09 during the first quarter 2018.

~~In December 2016, the FASB issued ASU 2016-20,~~~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~~~, which amended the~~new guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method.

The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 are the same as ASU 2015-14 discussed above. We intend to elect the modified retrospective method to all active contracts on the date of initial application. This will involve applying the guidance retrospectively only to the most current period presented in theour consolidated financial statements, and recognizing the cumulative effect of initially applying the guidance as an adjustment to the January 1, 2018 opening balance of retained earnings at the date of initial application. Based on an analysis we have performed, the adoption of ASC 606,~~Revenue from Contracts with Customers~~ ~~will not have a material impact on our financial position, results of operations or cash flows.~~

~~In January 2016, the FASB issued ASU 2016-01,~~~~Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,~~ which provides guidance for the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. ASU 2016-01 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective using the cumulative-effect transition approach. Early application is permitted for certain provisions. We currently are evaluating the effecthowever the adoption of this ~~amendment will have on our consolidated financial statements. The adoption of ASU 2016-01~~standard is not expected to have a material impact on our financial position, results of operations or cash flows.

~~In February 2016, the FASB issued ASU 2016-02,~~~~Leases (Topic 842)~~, which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. We currently are evaluating the effect the adoption of this amendment will have on our consolidated financial statements. We expect that the adoption of the new lease standard will have a material impact on our condensed consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities principally for certain leases currently accounted for as operating leases.

~~In August 2016, the FASB issued ASU 2016-15,~~~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~, which clarifies how certain cash receipts and payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. We currently are evaluating the effect the adoption of this amendment will have on our consolidated financial statements. The adoption of ASU 2016-15 is not expected to have a material impact on our financial position, results of operations or cash flows.

~~In January 2017, the FASB issued ASU 2017-04,~~~~Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~, which removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 should be applied on a prospective basis and is effective for annual periods beginning January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of ASU 2017-04 is not expected to have a material impact on our financial position, results of operations or cash flows.

Dividends

●

On January 31, ~~2017,~~2020, we paid a dividend of ~~$0.075~~$0.085 to shareholders of record on January 2, ~~2017.~~2020.

●

On ~~May 1, 2017,~~April 30, 2020, we paid a dividend of ~~$0.075~~$0.085 to shareholders of record on April ~~3, 2017.~~1, 2020.

●

On ~~July 31, 2017, we paid~~May 20, 2020, our Board declared a dividend of ~~$0.075~~$0.085 payable on July 31, 2020 to shareholders of record on July ~~3, 2017~~1, 2020.

~~On August 15, 2017, our Board declared a dividend of $0.075 payable on October 31, 2017 to shareholders of record on October 2, 2017.~~

We have paid dividends to owners of our common ~~shares~~stock and redeemable preferred ~~shares~~stock since we began declaring dividends in 1985. Our payment of any future cash dividends will depend upon our earnings, financial condition, cash flows, capital requirements and other factors our Board of Directors deems relevant in determining the amount and timing of such dividends.

Dividend Reinvestment and Common Stock Purchase Plan.

This ~~program~~plan is available to our shareholders, who may reinvest all or a portion of their common ~~cash~~stock dividends into shares of common stock at prevailing market prices and may also invest optional cash payments to purchase additional shares at prevailing market prices as part of this ~~program.~~plan.

Impact of Inflation

Under the terms of our Cayman Islands license and our water sales agreements in The Bahamas ~~Belize~~ and the British Virgin Islands, our water rates are automatically adjusted for inflation on an annual ~~basis, subject to temporary exceptions.~~basis. We, therefore, believe that the impact of inflation on our gross profit, measured in consistent dollars, ~~will~~should not be material. However, significant increases in items such as fuel and energy costs could create additional credit risks for us, as our customers’ ability to pay our invoices could be adversely affected by such increases.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk from December 31, ~~2016~~2019 to the end of the period covered by this report.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, with the participation of its principal executive officer and principal financial and accounting officer, the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial and accounting officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Controls
There were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
~~CW-Bali~~
~~On October 20, 2017, a customer of CW-Bali filed a lawsuit in the Denpasar District Court, Bali, Indonesia against CW-Bali, its President~~NSC and the Company’s Chief Financial Officer in his capacity as the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and punitive damages of 26 billion rupiahs as a result of the anticipatory breach of this customer’s water supply agreement arising from CW-Bali’s planned cessation of operations. Such damages were equivalent to approximately $4.2 million and $1.9 million, respectively, as of the exchange rate on November 8, 2017. We believe this lawsuit is without merit and will vigorously defend CW-Bali and the other two defendants. However, until this lawsuit is resolved we are legally prohibited from disposing of our investment in CW-Bali or any of CW-Bali’s assets.
~~CW-Belize~~
By Statutory Instrument No. 81 of 2009, the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act, (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval, (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day, (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. The ruling on this case is pending. We are presently unable to determine what impact the Order and the Second Order will have on our financial condition, results of operations or cash flows.
~~EWG Litigation~~
In May 2010, we acquired, through our wholly-owned Netherlands subsidiary, Consolidated Water Cooperatief, U.A., (“CW-Cooperatief”) a 50% interest in N.S.C. Agua, S.A. de C.V. (“NSC”), a development stage Mexican company. We have since purchased, through the conversion of a loan we made to NSC, sufficient shares to raise our ownership interest in NSC to 99.99%. NSC was formed to pursue a project encompassing the construction, operation and minority ownership 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 (the “Project”).
AdR
Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (“EWG”) and the other half of its shares in NSC to ~~Alejandro de la Vega~~an individual (the “individual shareholder”). In February 2012, weCW-Cooperatief paid $300,000 to enter into an agreement (the “Option Agreement”) that provided usit with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $1.0 million along with an immediate usufruct and power of attorney to vote those shares. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, we indirectly acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required usCW-Cooperatief to ~~issue new~~transfer or otherwise cause the individual shareholder to acquire, for a total price of $1 (regardless of their par or market value), shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option ~~Agreement;~~Agreement (causing the individual shareholder’s 25% ownership interest in NSC to be decreased); and (ii) weCW-Cooperatief did not exercise ~~our~~its share purchase option by February 7, 2014. WeCW-Cooperatief exercised ~~our~~its option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014.

In ~~October 2015, we learned that~~January 2018, EWG ~~filed a lawsuit~~initiated an ordinary mercantile claim against the individual shareholder, NSC ~~NSA,~~and CW-Cooperatief, ~~Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra,~~(with AdR being named as a third party to be called to trial) before the Tenth Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”). The paragraphs that follow include a description of such litigation, while subparagraphs a) through f) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order. Due to the current global COVID-19 pandemic, most tribunals in Mexico suspended their activities since March, with certain such tribunals restarting activities in August. As such, several resolutions are pending issuance.

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In the ordinary mercantile claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99% as a consequence of the Option Agreement. EWG requested that the courts, as a preliminary matter (a) suspend the effectiveness of the challenged transactions; (b) order certain public officials in Mexico to record the pendency of the lawsuit in the public records (including a special request to register a lien over the real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted. The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the Project, including the registration of the pendency of the lawsuit in certain public records.

a) AdR amparo claim against the preliminary relief sought by EWG.

In April 2018, AdR filed an amparo against the official writs issued by the Tenth Civil Judge to two governmental entities. In May 2018, the amparo claim was amended to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities and one banking institution. In May 2018, the Third District Court for Amparo and Federal Trials in the State of Baja California with residence in Tijuana granted a temporary suspension of the effects and consequences of the claimed official writs issued by the Tenth Civil Judge pending a further determination by the Third District Court. Such suspension was granted definitively in July 2018, and in August 2018, a resolution determining that the claimed official writs are unconstitutional, was issued.

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EWG appealed such resolution, and in January 2020, the Collegiate Tribunal resolving such appeal dismissed the amparo filed by AdR. However, such dismissal does not adversely impact AdR, considering the resolution to the appeal mentioned in subparagraph b) that follows.

b) Appeal filed by NSC against the preliminary relief sought by EWG.

c) Amparo filed by EWG against the revocation of the preliminary relief.

Further, on April 12, 2019, the Tenth Civil Judge ruled that the request for arbitration filed on November 7, 2018 was not applicable under Mexican law.

d) Amparo filed by NSC against the resolution rejecting submission to arbitration.

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new resolution, and NSC has filed pleadings to uphold the order for the issuance of a new resolution challenged by EWG. In March 2020, such appeal remedy was resolved in favor of NSC, as the order to the Tenth Civil Judge for issuing a new resolution was confirmed.

e) Administrative cancellation of registrations before the Public Registry of ~~Commerce of Tijuana, Baja California in~~Property.

Despite the ~~Civil Court located in Tecate, Baja California, Mexico.~~

In this lawsuit, EWG challenged, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.99%. EWG requested that the court, as a preliminary matter: (a) suspend the effectivenessposting of the ~~challenged transactions; (b) order public officials~~previously mentioned 1,000,000 Mexican pesos guarantee in ~~Mexico~~February 26, 2019 to ~~record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The Court granted, ex-parte,~~release the preliminary relief sought by EWG within the ordinary mercantile claim, the Tenth Civil Judge failed to make the resolution effective, which ~~resulted~~would thereby rescind the previously mentioned preliminary relief granted to EWG.

f) Amparo filed by EWG against the ~~partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief.~~

On April 5, 2016, NSC filed a motion for reconsideration with the Tecate, Mexico Court asking, among other things, that the Court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the Court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico Court issued an interlocutory judgment (i) ordering theadministrative cancellation of registrations before the ~~inscriptions on NSC’s public records; and (ii) rejecting NSC’s motion for cancellation~~Public Registry of ~~the appointment of the inspector.~~Property.

~~On April 26, 2016,~~In November 2019, NSC learned that EWG had filed ~~a full answer to EWG’s claims, rejecting every~~an amparo claim ~~made by EWG. The Court’s response on this matter is pending.~~

~~On May 17, 2016, we filed a claim with~~before the Third District Court in ~~Matters~~Tijuana against such encumbrances cancellation resolution, and in December 2019, NSC responded to such claim, vigorously opposing it. Thereafter, NSC submitted a motion to dismiss, based on the resolution of ~~Amparo and Federal Trials~~the appeal remedy mentioned previously in subparagraph b) revoking the ~~City~~preliminary relief, previously mentioned in item (ii). The Court resolved in favor of ~~Tijuana, Baja California (the “Amparo Court”) challenging~~such motion to dismiss. However, EWG may file an appeal remedy against such resolution.

We cannot presently determine what impact the Tecate, Mexico Court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico Court’s appointment of an inspector.

On September 6, 2016, the Tecate, Mexico Court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed in the amount of MXP 300,000.00 Mexican pesos and was given to the Court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended.

~~On May 2, 2017, the Tecate, Mexico court declared that the initial filing~~resolution of this ~~lawsuit had expired due to EWG’s lack~~litigation may ultimately have on our consolidated financial condition, results of ~~activity with respect to certain actions required to proceed to trial. However, EWG can appeal the expiration~~operations or ~~refile the lawsuit.~~cash flows.

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ITEM 1A. RISK FACTORS
Our business faces significant risks. These risks include those disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2019 as supplemented by the additional risk factors included below. If any of the events or circumstances described in the referenced risks actually occurs, our business, financial condition or results of operations could be materially adversely affected and such events or circumstances could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. These risks should be read in conjunction with the other information set forth in this Quarterly Report as well as in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019 and in our other periodic reports on Form 10-Q and Form 8-K.
The COVID-19 pandemic will likely continue to have a material adverse impact on our financial performance and financial condition in the future, to an extent and for a period of time that cannot presently be determined.
The worldwide coronavirus (COVID-19) pandemic was formally recognized by the World Health Organization on March 11, 2020. In response to this pandemic, the governments of the countries in which we operate - the Cayman Islands, The Bahamas, and the United States - implemented preventative measures to slow the spread of COVID-19, measures which have had profound adverse consequences for the economies of those countries. Tourism, a major economic driver for the Cayman Islands and The Bahamas, has temporarily ceased in those countries due to closing of these countries to air and sea travel. Overall economic activity in the United States has also declined precipitously.
As a result of the impact of the COVID-19 pandemic on the economies of the countries in which we operate, we have experienced, and will continue to experience, the following adverse effects:
● decreases in our consolidated revenue, cash flows generated from operations, and overall liquidity as compared to comparable prior periods; and
● a deterioration in the aging of our accounts receivable, with a resulting increase in the portion of our accounts that ultimately prove to be uncollectible, necessitating an increase in our provisions and allowances for doubtful accounts.
Furthermore, the economic downturn created by the COVID-19 pandemic is adversely impacting the markets for our products and services. Such adverse market impacts, should they continue for a prolonged period of time, could require us to reassess its expected future cash flows from our four reporting units and could require us to record impairment losses to reduce the carrying values of one or more of these reporting units due to a decline in their fair values.
Although we cannot presently quantify the future financial impacts of the COVID-19 pandemic on our company, we believe such impacts will likely continue to have a material adverse impact on our consolidated financial condition, results of operations, and cash flows. Given the uncertainty associated with the resolution of this pandemic, we cannot presently determine how long such adverse financial impacts may last.
Our exclusive license to provide water to retail customers in the Cayman Islands ~~may~~has not ~~be renewed in~~been expressly extended and we are presently unable to predict the ~~future.~~outcome of our on-going negotiations relating to this license.
~~In the Cayman Islands, we provide~~We sell water tothrough our retail ~~customers~~operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that ~~grants our subsidiary,~~granted Cayman Water the exclusive right to provide potable water to ~~retail~~ customers within ~~our~~its licensed service area. Although the 1990 license was not expressly extended after January 2018, we continue to supply water under the terms of the 1990 license, as further discussed in the following paragraph. Pursuant to the 1990 license, ~~we have~~Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to ~~our~~its licensed service area, which consists of two of the three most populated areas of Grand Cayman ~~the~~Island: Seven Mile Beach and West ~~Bay areas.~~Bay. For the three months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we generated approximately ~~33%~~31% and 38%, respectively, of our consolidated ~~revenues~~revenue and ~~48%~~44% and ~~52%~~53%, respectively, of our consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2020 and ~~2016,~~2019, we generated approximately ~~38%~~33% and ~~40%~~39%, respectively, of our consolidated ~~revenues~~revenue and ~~52%~~47% and 55%, respectively, of our consolidated gross profit from the retail water operations conducted ~~pursuant to Cayman Water’s exclusive~~under the 1990 license.
The 1990 license was originally scheduled to expire in July 2010 but ~~has been~~was extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate the terms of a new license agreement. The

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most recent express extension of the license ~~expires~~expired on January 31, 2018.

In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services, and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector and the negotiations with us for a new retail license from the Water Authority-Cayman to ~~OfReg. In July 2017, we~~OfReg in May 2017. We began license negotiations with OfReg ~~for a new retail license~~ in ~~the Cayman Islands~~July 2017 and such negotiations are continuing.

~~The~~ We have been informed during our retail license negotiations, both by OfReg and its predecessor in these negotiations, that the Cayman Islands government ~~could ultimately offer a third party a license~~seeks to ~~service some or all of Cayman Water’s present service area. However, as set forth in the existing license, “~~the Governor hereby agrees that upon the expiry of the term of this Licence or any extension thereof, he will not grant a licence or franchise to any other person or company for the processing, distribution, sale and supply of water within the Licence Area without having first offered such a licence or franchise to the Company on terms no less favourable thanrestructure the terms ~~offered~~of our license in a manner that could significantly reduce the operating income and cash flows we have historically generated from our retail license.

We are presently unable to ~~such other person or company.”~~

~~The~~determine what impact the resolution of ~~these~~our retail license negotiations will have on our cash flows, financial condition or results of operations but such resolution could result in a material reduction (or the loss) of the operating income and cash flows we have historically generated from our retail ~~license~~operations and could require us to record ~~an impairment loss to reduce the carrying value of our goodwill. Such impairment loss could have a material adverse impact on our results of operations.~~

We have paid $21.4 million for land, right of ways and equipment and incurred development expenses of approximately $22.6 million to date for a possible project in Mexico. We expect to expend significant additional funds in 2017 to continue to pursue this project. However, we may not be successful in completing this project.

We own a 99.99% interest in N.S.C. Agua, S.A. de C.V. (“NSC”), a development stage Mexico company formed to pursue a project encompassing the construction, operation and minority ownership 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 (the “Project”). As of September 30, 2017, our condensed consolidated balance sheet includes purchases for the Project of approximately $21.4 million for land, right of ways and equipment. The project development activities we have conducted, which include conducting an equipment piloting plant and water data collection program at the proposed feed water source, completing various engineering studies and obtaining various governmental permits, have resulted in additional developmental expenses totaling $22.6 million from 2010 through September 30, 2017.

In August 2014, the State of Baja California (the “State”) enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, in January 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complied with requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the “APP Committee”) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project.

In response to our APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project that stated (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project and accompanying required public tender process should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the “Consortium”) submitted its tender for the Project on the April 21, 2016 tender submission deadline date set by the State.

~~On June 15, 2016, the State designated the Consortium as the winner of tender process for the Project.~~

On August 17, 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special purpose company, to complete the Project and executed a shareholders agreement agreeing among other things that: (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operation and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operation. As of September 30, 2017 and December 31, 2016, NSC owned 99.6% of AdR.

On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, contest number SIDUE-CEA-APP-2015-002 (“APP Contract”), was executed between AdR, the State Water Commission of Baja California (“CEA”), the Government of Baja California represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract requires AdR to design, construct, finance and operate a seawater desalination plant (and accompanying aqueducts) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The first phase must be operational within 36 months of commencing construction and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueducts will be transferred to CEA.

~~The APP Contract does not become effective until the following conditions are met:~~

~~the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project;~~

~~the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use;~~

~~various agreements between the CEA, the payment trusts and the CESPT have been executed;~~

~~AdR has obtained all rights of ways required for the Phase 1 aqueduct;~~

~~AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and~~

~~all equity and debt financing agreements necessary to provide the funding to AdR for the first phase of the Project have been executed.~~

Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have varied since the U.S. Presidential election in November 2016. These changes could adversely impact the estimated construction, operating, and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant macroeconomic condition changes. In February 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff, it may be unable to obtain the debt and equity financing required for the Project. We are currently unable to determine whether or not such water tariff increase will be approved.

EWG Water LLC (“EWG”), a minority shareholder in NSC, has filed a lawsuit against NSC, CW-Cooperatief, the Public Registry of Commerce of Tijuana, Baja California, and other parties in the Civil Court located in Tecate, Baja California, Mexico.

In this lawsuit, EWG challenged, among other things, the capital investment transactions that increased our ownership interest in NSC to 99.99%. EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records.

~~This litigation could adversely impact our efforts to complete the Project.~~

~~If the financial performance of our recently acquired subsidiary Aerex does not improve, we may be required to record further~~ impairment losses to reduce the carrying ~~value of the goodwill arising from this acquisition.~~

In February 2016, we acquired a 51% ownership interest in Aerex. In connection with this acquisition, we recorded initial goodwill of $8,035,211. Aerex’s actual results of operations in the months following our acquisition of this company fell significantly short of the projected results that were included in the overall cash flow projections we utilized to determine the purchase price for Aerex and the fair values of ~~its assets and liabilities. Due to this shortfall in Aerex’s results of operations, we updated~~ our projections for Aerex’s future cash flows and tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, we determined that the carrying value of our Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016 to reduce the carrying value of this goodwill to $6,285,211. We may be required to record additional impairment losses to reduce the carrying value of our Aerex goodwill in future periods if we determine it likely that Aerex’s results of operations will fall short of our most recent projections of its future cash flows.retail segment assets. Such impairment losses could have a material adverse impact on our consolidated financial condition, results of ~~operations.~~operations, and cash flows.

Periodically, our Bahamas subsidiary experiences substantial delays in the collection of its accounts receivable. As a result, our Bahamas subsidiary could have insufficient liquidity to continue operations, and our consolidated results of operations could be materially adversely affected.

CW-Bahamas’ accounts receivable balances due from the WSC amounted to $19.9 million as of June 30, 2020 and $18.4 million as of December 31, 2019. Approximately 79% of the June 30, 2020 accounts receivable balance was delinquent as of that date. The delay in collecting these accounts receivable has adversely impacted the liquidity of this subsidiary.

Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, we hold discussions and meetings with representatives of the WSC and The Bahamas government, and as a result, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the WSC were eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of significant delinquent balances. As of June 30, 2020, we have not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC.

We believe the delays we have experienced in collecting CW-Bahamas’ receivables may be further extended by the impact of the COVID-19 pandemic on the economy of The Bahamas.

Most of our services segment revenue is generated under short term contracts. An inability to obtain extensions of these contracts or to obtain new contracts to replace the revenue that is lost from contracts that are not extended could adversely impact our financial results.

PERC, our principal services segment subsidiary, generates most of its revenue from contracts (“O&M contracts”) to operate and maintain water treatment and reuse facilities owned by third parties. For the three and six months ended June 30, 2020, we generated revenue of approximately $2.5 million and $4.1 million, respectively, under these O&M contracts. PERC’s O&M contracts have terms ranging from one to five years, with varying renewal options exercisable

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solely at the discretion of the customer. Approximately 21% of PERC’s revenue for the six months ended June 30, 2020 was generated under O&M contracts that expire at various dates through July 31, 2021. If we are unable to obtain extensions of these expiring O&M contracts, or are unable to replace the revenue lost from contracts that expire with revenue from new O&M contracts, our consolidated financial condition, results of operations, and cash flows could be adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In ~~July 2017,~~June 2020, we issued ~~1,340~~6,123 shares of preferred stock to 1180 employees for ~~cash at a price of $8.35 per share.~~services rendered. The issuance of the preferred stock to ~~six~~69 of the employees was exempt from registration under Regulation S promulgated under the Securities Act of 1933 as amended (the “Securities Act”), because the shares were issued outside of the United States to non-US persons (as defined in Regulation S). ~~Five~~The issuance to 11 employees who are US persons was exempt under Section 4(a)(2) of the Securities Act.

In June 2020, we also issued 363 shares of preferred stock to three employees for cash at a price of $12.17 per share. The issuance of the preferred stock to two of the employees ~~are~~was exempt from registration under Regulation S promulgated under the Securities Act because the shares were issued outside of the United States to non-US persons (as defined in Regulation S). One employee is a US ~~persons~~person and the issuance of such shares to ~~them~~him was exempt under Section 4(a)(2) of the Securities Act. The US ~~persons are~~person is knowledgeable, sophisticated and experienced in making investment decisions of this kind and received adequate information about us or had adequate access, including through the ~~employee’s~~employee's business relationship with us, to information about us.

ITEM 6. EXHIBITS

~~Exhibit~~

Exhibit
Number
Exhibit Description
31.1

~~31.1~~
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2

~~31.2~~
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1

~~32.1~~
Section 1350 Certification of Chief Executive Officer
32.2

~~32.2~~
Section 1350 Certification of Chief Financial Officer
101.INS

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101.SCH

XBRL Taxonomy Extension Schema
~~101.SCH~~
101.CAL

XBRL Taxonomy ~~Schema~~Extension Calculation Linkbase
101.DEF

XBRL Taxonomy Extension Definition Document
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42

48

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONSOLIDATED WATER CO. LTD.
By:
/s/ Frederick W. McTaggart
Frederick W. McTaggart
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ David W. Sasnett
David W. Sasnett
Executive Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: August 14, 2020

~~Date: November 9, 2017~~

CAYMAN ISLANDS		98-0619652
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

Regatta Office Park
Windward Three, 4th Floor, West Bay Road
P.O. Box 1114
Grand CaymanKY1-1102
Cayman Islands		N/A
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.60 par value		CWCO		The Nasdaq Global Select Market

	Description	Page
PART I	FINANCIAL INFORMATION	4
Item 1	Financial Statements	4

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2017~~2020 (Unaudited) and December 31, ~~2016~~2019	4

	Condensed Consolidated Statements of Income (Loss) (Unaudited) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019	5

	Condensed Consolidated Statements of ~~Comprehensive Income~~Stockholders’ Equity (Unaudited) for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019	6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2020 and ~~2016~~2019	7 8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8 9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 27
Item 3	Quantitative and Qualitative Disclosures about Market Risk	37 42
Item 4	Controls and Procedures	37 42

PART II	OTHER INFORMATION	38 43
Item 1	Legal Proceedings	38 43
Item 1A	Risk Factors	39 46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	42 48
Item 6	Exhibits	42 48

SIGNATURES		43 49


		June 30,		December 31,
		2020		2019
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	34,956,328	$	42,902,669
Accounts receivable, net		26,858,584		23,229,689
Inventory		5,067,873		3,287,555
Prepaid expenses and other current assets		1,738,472		2,346,918
Costs and estimated earnings in excess of billings		2,202,524		1,675,781
Total current assets		70,823,781		73,442,612
Property, plant and equipment, net		59,808,325		61,248,979
Construction in progress		399,463		1,335,597
Inventory, noncurrent		4,738,617		4,404,378
Investment in OC-BVI		1,987,878		1,903,602
Goodwill		13,325,013		13,325,013
Land and rights of way		21,126,898		24,162,523
Intangible assets, net		4,573,333		5,040,000
Operating lease right-of-use assets		1,250,157		4,439,212
Other assets		2,791,458		2,990,228
Total assets	$	180,824,923	$	192,292,144

LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities	$	3,613,387	$	3,672,142
Accrued compensation		1,519,911		1,821,395
Dividends payable		1,298,321		1,292,187
Current maturities of operating leases		628,161		755,751
Current portion of long-term debt		42,211		17,753
Billings in excess of costs and estimated earnings		899,942		614,386
Total current liabilities		8,001,933		8,173,614
Long-term debt, noncurrent		145,822		61,146
Deferred tax liabilities		1,384,268		1,529,035
Noncurrent operating leases		930,072		3,836,475
Net liability arising from put/call options		745,000		664,000
Other liabilities		75,000		75,000
Total liabilities		11,282,095		14,339,270
Commitments and contingencies
Equity
Consolidated Water Co. Ltd. stockholders' equity
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 40,237 and 33,751 shares, respectively		24,142		20,251
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,114,506 and 15,049,608 shares, respectively		9,068,704		9,029,765
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued		—		—
Additional paid-in capital		86,234,521		88,356,509
Retained earnings		65,536,646		66,352,733
Total Consolidated Water Co. Ltd. stockholders' equity		160,864,013		163,759,258
Non-controlling interests		8,678,815		14,193,616
Total equity		169,542,828		177,952,874
Total liabilities and equity	$	180,824,923	$	192,292,144

	September 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	46,976,764		$	39,254,116
Accounts receivable, net		13,007,883			16,500,798
Inventory		2,291,082			2,305,879
Prepaid expenses and other current assets		2,430,570			1,096,200
Current portion of loans receivable		1,377,956			1,633,588
Costs and estimated earnings in excess of billings		1,673,460			85,211
Total current assets		67,757,715			60,875,792
Property, plant and equipment, net		50,759,258			53,084,105
Construction in progress		1,433,341			885,494
Inventory, non-current		4,408,321			4,606,088
Loans receivable		1,093,641			2,135,428
Investment in OC-BVI		3,124,910			4,086,630
Intangible assets, net		4,116,982			5,195,476
Goodwill		9,784,248			9,784,248
Land held for development		20,558,424			20,558,424
Other assets		2,803,617			2,392,843
Total assets	$	165,840,457		$	163,604,528

LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other current liabilities	$	5,332,446		$	4,898,908
Dividends payable		1,189,924			1,187,214
Note payable to related party		392,000			490,000
Billings in excess of costs and estimated earnings		294,156			102,966
Total current liabilities		7,208,526			6,679,088
Deferred tax liability		1,502,649			1,915,241
Other liabilities		1,160,307			904,827
Total liabilities		9,871,482			9,499,156
Commitments and contingencies
Equity
Consolidated Water Co. Ltd. stockholders' equity
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 33,974 and 35,225 shares, respectively		20,384			21,135
Class A common stock, $0.60 par value. Authorized 24,655,000 shares; issued and outstanding 14,901,711 and 14,871,664 shares, respectively		8,941,027			8,922,998
Class B common stock, $0.60 par value. Authorized 145,000 shares; none issued		-			-
Additional paid-in capital		86,106,647			85,621,033
Retained earnings		52,648,399			51,589,337
Cumulative translation adjustment		(549,555	)		(549,555	)
Total Consolidated Water Co. Ltd. stockholders' equity		147,166,902			145,604,948
Non-controlling interests		8,802,073			8,500,424
Total equity		155,968,975			154,105,372
Total liabilities and equity	$	165,840,457		$	163,604,528

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Retail revenues	$	5,570,654		$	5,447,200		$	18,111,274		$	17,710,271
Bulk revenues		7,881,464			7,429,732			23,615,787			22,136,086
Services revenues		111,302			125,929			360,758			710,576
Manufacturing revenues		3,008,783			1,382,492			5,444,678			3,261,827
Total revenues		16,572,203			14,385,353			47,532,497			43,818,760

Cost of retail revenues		2,488,441			2,464,841			7,895,617			7,779,831
Cost of bulk revenues		5,582,401			4,922,162			15,750,402			14,345,747
Cost of services revenues		114,667			168,577			320,586			638,389
Cost of manufacturing revenues		2,078,888			910,450			3,967,945			2,366,060
Total cost of revenues		10,264,397			8,466,030			27,934,550			25,130,027
Gross profit		6,307,806			5,919,323			19,597,947			18,688,733
General and administrative expenses		4,896,323			4,528,679			14,695,184			13,925,439
Impairment loss on long-lived assets		578,480			2,000,000			1,578,480			2,000,000
Impairment of goodwill		-			1,750,000			-			1,750,000
Income (loss) from operations		833,003			(2,359,356	)		3,324,283			1,013,294

Other income (expense):
Interest income		70,741			137,806			301,813			514,532
Interest expense		(1,016	)		(1,246	)		(11,178	)		(95,615	)
Profit sharing income from OC-BVI		36,450			38,475			46,575			87,075
Equity in the earnings of OC-BVI		138,913			101,301			127,955			232,523
Impairment loss on investment in OC-BVI		-			(875,000	)		-			(925,000	)
Net unrealized gain (loss) on put/call options		171,000			(275,000	)		323,000			(275,000	)
Other		31,206			110,968			83,791			507,183
Other income (expense), net		447,294			(762,696	)		871,956			45,698
Income (loss) before income taxes		1,280,297			(3,122,052	)		4,196,239			1,058,992
Provision for (benefit from) income taxes		(136,447	)		(146,198	)		(412,592	)		(389,860	)
Net income (loss)		1,416,744			(2,975,854	)		4,608,831			1,448,852
Income (loss) attributable to non-controlling interests		255,605			(1,110,522	)		191,916			(944,790	)
Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders	$	1,161,139		$	(1,865,332	)	$	4,416,915		$	2,393,642

Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders	$	0.08		$	(0.13	)	$	0.30		$	0.16

Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders	$	0.08		$	(0.13	)	$	0.29		$	0.16

Dividends declared per common share	$	0.075		$	0.075		$	0.225		$	0.225

Weighted average number of common shares used in the determination of:
Basic earnings per share		14,898,246			14,815,248			14,886,738			14,803,216
Diluted earnings per share		15,072,142			14,852,967			15,054,343			14,940,635

	Three Months Ended September 30, 2017
	Retail			Bulk		Services			Manufacturing		Total
Revenues	$	5,570,654		$	7,881,464	$	111,302		$	3,008,783	$	16,572,203
Cost of revenues		2,488,441			5,582,401		114,667			2,078,888		10,264,397
Gross profit (loss)		3,082,213			2,299,063		(3,365	)		929,895		6,307,806
General and administrative expenses		3,070,681			315,374		863,646			646,622		4,896,323
Impairment loss on long-lived assets		578,480			-		-			-		578,480
Income (loss) from operations	$	(566,948	)	$	1,983,689	$	(867,011	)	$	283,273		833,003
Other income, net												447,294
Income before income taxes												1,280,297
Provision for (benefit from) income taxes												(136,447	)
Net income												1,416,744
Income from attributable to non-controlling interests												255,605
Net income attributable to Consolidated Water Co. Ltd. stockholders											$	1,161,139

	Three Months Ended September 30, 2016
	Retail			Bulk		Services			Manufacturing			Total
Revenues	$	5,447,200		$	7,429,732	$	125,929		$	1,382,492		$	14,385,353
Cost of revenues		2,464,841			4,922,162		168,577			910,450			8,466,030
Gross profit (loss)		2,982,359			2,507,570		(42,648	)		472,042			5,919,323
General and administrative expenses		2,811,262			425,000		643,660			648,757			4,528,679
Impairment loss on long-lived assets		2,000,000			-		-			-			2,000,000
Impairment of goodwill		-			-		-			1,750,000			1,750,000
Income (loss) from operations	$	(1,828,903	)	$	2,082,570	$	(686,308	)	$	(1,926,715	)		(2,359,356	)
Other expense, net													(762,696	)
Loss before income taxes													(3,122,052	)
Provision for (benefit from) income taxes													(146,198	)
Net loss													(2,975,854	)
Loss attributable to non-controlling interests													(1,110,522	)
Net loss attributable to Consolidated Water Co. Ltd. stockholders												$	(1,865,332	)

	Nine Months Ended September 30, 2017
	Retail			Bulk		Services			Manufacturing			Total
Revenues	$	18,111,274		$	23,615,787	$	360,758		$	5,444,678		$	47,532,497
Cost of revenues		7,895,617			15,750,402		320,586			3,967,945			27,934,550
Gross profit		10,215,657			7,865,385		40,172			1,476,733			19,597,947
General and administrative expenses		9,288,941			940,105		2,498,766			1,967,372			14,695,184
Impairment loss on long-lived assets		1,578,480			-		-			-			1,578,480
Income (loss) from operations	$	(651,764	)	$	6,925,280	$	(2,458,594	)	$	(490,639	)		3,324,283
Other income (expense), net													871,956
Income before income taxes													4,196,239
Provision for (benefit from) income taxes													(412,592	)
Net income													4,608,831
Income from attributable to non-controlling interests													191,916
Net income attributable to Consolidated Water Co. Ltd. stockholders												$	4,416,915

	Nine Months Ended September 30, 2016
	Retail			Bulk		Services			Manufacturing			Total
Revenues	$	17,710,271		$	22,136,086	$	710,576		$	3,261,827		$	43,818,760
Cost of revenues		7,779,831			14,345,747		638,389			2,366,060			25,130,027
Gross profit		9,930,440			7,790,339		72,187			895,767			18,688,733
General and administrative expenses		8,588,529			1,302,884		2,363,392			1,670,634			13,925,439
Impairment loss on long-lived assets		2,000,000			-		-			-			2,000,000
Impairment of goodwill		-			-		-			1,750,000			1,750,000
Income (loss) from operations	$	(658,089	)	$	6,487,455	$	(2,291,205	)	$	(2,524,867	)		1,013,294
Other income (expense), net													45,698
Income before income taxes													1,058,992
Provision for (benefit from) income taxes													(389,860	)
Net income													1,448,852
Loss attributable to non-controlling interests													(944,790	)
Net income attributable to Consolidated Water Co. Ltd. stockholders												$	2,393,642

	As of September 30, 2017
	Retail		Bulk		Services		Manufacturing		Total
Accounts receivable, net	$	1,855,483	$	9,457,940	$	1,343,756	$	350,704	$	13,007,883
Property plant and equipment, net	$	23,466,107	$	25,311,839	$	96,698	$	1,884,614	$	50,759,258
Construction in progress	$	195,508	$	1,226,677	$	3,256	$	7,900	$	1,433,341
Intangibles, net	$	-	$	550,315	$	-	$	3,566,667	$	4,116,982
Goodwill	$	1,170,511	$	2,328,526	$	-	$	6,285,211	$	9,784,248
Land held for development	$	-	$	-	$	20,558,424	$	-	$	20,558,424
Total segment assets	$	54,650,263	$	72,474,419	$	24,197,958	$	14,517,817	$	165,840,457

	As of December 31, 2016
	Retail		Bulk		Services		Manufacturing		Total
Accounts receivable, net	$	2,646,628	$	12,692,714	$	629,930	$	531,526	$	16,500,798
Property plant and equipment, net	$	24,890,031	$	26,124,724	$	91,030	$	1,978,320	$	53,084,105
Construction in progress	$	134,392	$	743,296	$	-	$	7,806	$	885,494
Intangibles, net	$	-	$	599,960	$	15,516	$	4,580,000	$	5,195,476
Goodwill	$	1,170,511	$	2,328,526	$	-	$	6,285,211	$	9,784,248
Land held for development	$	-	$	-	$	20,558,424	$	-	$	20,558,424
Total segment assets	$	54,303,011	$	68,663,628	$	25,558,495	$	15,079,394	$	163,604,528

Balance as of December 31, 2016	$	4,086,630
Profit sharing and equity from earnings of OC-BVI		174,530
Distributions received from OC-BVI		(1,136,250	)
Balance as of September 30, 2017	$	3,124,910

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Liabilities:
Recurring
Net liability arising from put/call options	$	-	$	-	$	680,000	$	680,000

~~Exhibit~~
Exhibit Number		Exhibit Description
31.1
~~31.1~~		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
~~31.2~~		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1
~~32.1~~		Section 1350 Certification of Chief Executive Officer
32.2
~~32.2~~		Section 1350 Certification of Chief Financial Officer
101.INS
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CONSOLIDATED WATER CO. LTD.

By:	/s/ Frederick W. McTaggart
	Frederick W. McTaggart
	Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ David W. Sasnett
	David W. Sasnett
	Executive Vice President & Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: August 14, 2020