Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | CONSOLIDATED WATER CO LTD | |
Entity Central Index Key | 928,340 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | CWCO | |
Entity Common Stock, Shares Outstanding | 14,818,699 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 37,092,112 | $ 44,792,734 |
Certificate of deposit | 0 | 5,637,538 |
Restricted cash | 0 | 428,203 |
Accounts receivable, net | 15,099,235 | 9,529,016 |
Inventory | 2,087,716 | 1,918,728 |
Prepaid expenses and other current assets | 1,622,789 | 1,282,660 |
Current portion of loans receivable | 1,769,129 | 1,841,851 |
Costs and estimated earnings in excess of billings | 1,448,393 | 0 |
Total current assets | 59,119,374 | 65,430,730 |
Property, plant and equipment, net | 52,742,944 | 53,743,170 |
Construction in progress | 1,810,710 | 1,928,610 |
Inventory, non-current | 4,817,933 | 4,558,374 |
Loans receivable | 2,471,596 | 3,769,016 |
Investment in OC-BVI | 3,942,869 | 4,548,271 |
Intangible assets, net | 5,594,560 | 771,811 |
Goodwill | 9,784,248 | 3,499,037 |
Land held for development | 20,558,424 | 20,558,424 |
Other assets | 2,446,865 | 2,767,583 |
Total assets | 163,289,523 | 161,575,026 |
Current liabilities | ||
Accounts payable and other current liabilities | 5,298,330 | 4,829,535 |
Dividends payable | 1,183,222 | 1,177,246 |
Note payable to related party | 490,000 | 0 |
Demand loan payable | 0 | 6,958,328 |
Billings in excess of costs and estimated earnings | 0 | 189,985 |
Total current liabilities | 6,971,552 | 13,155,094 |
Deferred tax liability | 2,061,438 | 0 |
Other liabilities | 882,827 | 224,827 |
Total liabilities | 9,915,817 | 13,379,921 |
Commitments and contingencies | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 35,739 and 38,804 shares, respectively | 21,443 | 23,282 |
Additional paid-in capital | 85,131,881 | 84,597,349 |
Retained earnings | 51,139,896 | 52,084,175 |
Cumulative translation adjustment | (549,555) | (533,365) |
Total Consolidated Water Co. Ltd. stockholders' equity | 144,634,884 | 145,040,162 |
Non-controlling interests | 8,738,822 | 3,154,943 |
Total equity | 153,373,706 | 148,195,105 |
Total liabilities and equity | 163,289,523 | 161,575,026 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 8,891,219 | 8,868,721 |
Class B common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Redeemable preferred stock, par value (in dollars per share) | $ 0.60 | $ 0.60 |
Redeemable preferred stock, authorized | 200,000 | 200,000 |
Redeemable preferred stock, issued | 35,739 | 38,804 |
Redeemable preferred stock, outstanding | 35,739 | 38,804 |
Class A common stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.60 | $ 0.60 |
Common stock, authorized | 24,655,000 | 24,655,000 |
Common stock, issued | 14,818,699 | 14,781,201 |
Common stock, outstanding | 14,818,699 | 14,781,201 |
Class B common stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.60 | $ 0.60 |
Common stock, authorized | 145,000 | 145,000 |
Common stock, issued | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Retail revenues | $ 5,447,200 | $ 5,828,288 | $ 17,710,271 | $ 18,116,111 |
Bulk revenues | 7,429,732 | 7,919,920 | 22,136,086 | 24,489,509 |
Services revenues | 1,508,421 | 857,441 | 3,972,403 | 1,151,810 |
Total revenues | 14,385,353 | 14,605,649 | 43,818,760 | 43,757,430 |
Cost of retail revenues | 2,464,841 | 2,640,458 | 7,779,831 | 8,065,019 |
Cost of bulk revenues | 4,922,162 | 5,661,247 | 14,345,747 | 16,777,236 |
Cost of services revenues | 1,079,027 | 662,201 | 3,004,449 | 1,159,836 |
Total cost of revenues | 8,466,030 | 8,963,906 | 25,130,027 | 26,002,091 |
Gross profit | 5,919,323 | 5,641,743 | 18,688,733 | 17,755,339 |
General and administrative expenses | 4,528,679 | 3,487,967 | 13,925,439 | 11,042,507 |
Impairment loss on long-lived assets | 2,000,000 | 0 | 2,000,000 | 0 |
Impairment of goodwill | 1,750,000 | 0 | 1,750,000 | 0 |
Income (loss) from operations | (2,359,356) | 2,153,776 | 1,013,294 | 6,712,832 |
Other income (expense): | ||||
Interest income | 137,806 | 270,830 | 514,532 | 762,613 |
Interest expense | (1,246) | (66,566) | (95,615) | (204,027) |
Profit sharing income from OC-BVI | 38,475 | 28,350 | 87,075 | 76,950 |
Equity in earnings of OC-BVI | 101,301 | 73,294 | 232,523 | 211,117 |
Impairment loss on investment in OC-BVI | (875,000) | (225,000) | (925,000) | (810,000) |
Unrealized loss on put/call option | (275,000) | 0 | (275,000) | 0 |
Other | 110,968 | (383,511) | 507,183 | (530,618) |
Other income (expense), net | (762,696) | (302,603) | 45,698 | (493,965) |
Income (loss) before income taxes | (3,122,052) | 1,851,173 | 1,058,992 | 6,218,867 |
Provision for (benefit from) income taxes | (146,198) | 0 | (389,860) | 0 |
Net income (loss) | (2,975,854) | 1,851,173 | 1,448,852 | 6,218,867 |
Income (loss) attributable to non-controlling interests | (1,110,522) | 75,673 | (944,790) | 294,006 |
Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders | $ (1,865,332) | $ 1,775,500 | $ 2,393,642 | $ 5,924,861 |
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders (in dollars per share) | $ (0.13) | $ 0.12 | $ 0.16 | $ 0.40 |
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders (in dollars per share) | (0.13) | 0.12 | 0.16 | 0.40 |
Dividends declared per common share (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.225 | $ 0.225 |
Weighted average number of common shares used in the determination of: | ||||
Basic earnings per share (in shares) | 14,815,248 | 14,749,249 | 14,803,216 | 14,734,799 |
Diluted earnings per share (in shares) | 14,852,967 | 14,802,322 | 14,940,635 | 14,787,904 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ (2,975,854) | $ 1,851,173 | $ 1,448,852 | $ 6,218,867 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (11,208) | (2,475) | (17,042) | (45,226) |
Total other comprehensive income (loss) | (11,208) | (2,475) | (17,042) | (45,226) |
Comprehensive income (loss) | (2,987,062) | 1,848,698 | 1,431,810 | 6,173,641 |
Comprehensive income (loss) attributable to non-controlling interests | (1,111,082) | 75,550 | (945,642) | 291,745 |
Comprehensive income (loss) attributable to Consolidated Water Co. Ltd. stockholders | $ (1,875,980) | $ 1,773,148 | $ 2,377,452 | $ 5,881,896 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Net cash provided by operating activities | $ 4,516,088 | $ 11,703,961 |
Cash flows from investing activities | ||
Purchase of certificate of deposit | 0 | (5,637,538) |
Maturity of certificate of deposit | 5,637,538 | 5,000,000 |
Additions to property, plant and equipment and construction in progress | (2,569,066) | (2,498,275) |
Proceeds from sale of equipment | 547,332 | 10,160 |
Acquisition of business, net of cash acquired | (7,742,853) | 0 |
Collections on loans receivable | 1,370,142 | 1,284,191 |
Release/(restriction) of cash balance | 398,744 | (42,715) |
Net cash used in investing activities | (2,358,163) | (1,884,177) |
Cash flows from financing activities | ||
Dividends paid to CWCO common shareholders | (3,322,793) | (3,312,050) |
Dividends paid to non-controlling interests | (182,663) | (183,372) |
Dividends paid to CWCO preferred shareholders | (9,151) | (8,944) |
Repurchase of redeemable preferred stock | (9,599) | (2,960) |
Proceeds received from exercise of stock options | 174,853 | 244,368 |
Issuance of note payable to related party | 490,000 | 0 |
Repayments of demand loan payable | (7,000,000) | (1,500,000) |
Net cash used in financing activities | (9,859,353) | (4,762,958) |
Effect of exchange rate changes on cash | 806 | (4,390) |
Net increase (decrease) in cash and cash equivalents | (7,700,622) | 5,052,436 |
Cash and cash equivalents at beginning of period | 44,792,734 | 35,713,689 |
Cash and cash equivalents at end of period | 37,092,112 | 40,766,125 |
Interest paid in cash | 67,689 | 113,244 |
Non-cash investing and financing activities | ||
Dividends declared but not paid | 1,114,083 | 1,109,248 |
Transfers from (to) inventory to (from) property, plant and equipment and construction in progress | 134,362 | 114,733 |
Transfers from construction in progress to property, plant and equipment | 1,787,580 | 1,606,314 |
Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Issuance of common stock and redeemable preferred stock for services rendered | 106,415 | 0 |
Redeemable Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Issuance of common stock and redeemable preferred stock for services rendered | 111,410 | 110,703 |
Conversion (on a one-to-one basis) of 11,558 and 7,195, respectively, shares of redeemable preferred stock to common stock | $ 6,935 | $ 4,317 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 9,964 | 0 |
Redeemable Preferred Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 8,421 | 8,615 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 11,558 | 7,195 |
Principal activity
Principal activity | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Principal activity Consolidated Water Co. Ltd., and its subsidiaries (collectively, the “Company”) use reverse osmosis technology to produce potable water from seawater. The Company processes and supplies water and provides water-related products and services to its customers in the Cayman Islands, Belize, The Bahamas, the British Virgin Islands, Indonesia and the United States. The Company sells water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The base price of water supplied by the Company, and adjustments thereto, are determined by the terms of a retail license and bulk water supply contracts which provide for adjustments based upon the movement in the government price indices specified in the license and contracts as well as monthly adjustments for changes in the cost of energy. The Company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. |
Accounting policies
Accounting policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Accounting policies The accompanying condensed consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aquilex, Inc., 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”) and N.S.C. Agua, S.A. de C.V. (“NSC”). 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. 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, 2016. 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, 2015. 1,734 92,030 Comprehensive income: Cash and cash equivalents: 4.2 13.6 Transfers from the Company’s bank accounts in The Bahamas and Belize to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and Belize, respectively. As of September 30, 2016, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $ 6.6 5.3 Certain amounts reported in the financial statements issued in prior periods have been reclassified herein to conform to the current period’s presentation. These reclassifications had no effect on consolidated net income. |
Purchase of interest in Aerex I
Purchase of interest in Aerex Industries, Inc. | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. Purchase of interest in Aerex Industries, Inc. On February 11, 2016 (the “Closing Date”), the Company, through its wholly-owned subsidiary, CW-Holdings, entered into a stock purchase agreement (the “Purchase Agreement”) with Aerex and Thomas Donnick, Jr. (“Donnick”), Aerex’s sole shareholder prior to the Closing Date. Pursuant to the terms of the Purchase Agreement, CW-Holdings purchased a 51 7.7 49 Aerex is an original equipment manufacturer and service provider of a wide range of products and services applicable to municipal water treatment and industrial water and wastewater treatment. Its products include membrane separation equipment, filtration equipment, piping systems, vessels and custom fabricated components. Aerex also offers engineering, design, consulting, inspection, training and equipment maintenance services to its customers. Aerex is an American Society of Mechanical Engineers (ASME) code accredited manufacturer and maintains the ASME U and S and the National Board NB and R Certificates of Authorization. Its corporate offices and manufacturing facilities are located in Fort Pierce, Florida. In connection with the Purchase Agreement, CW-Holdings, Aerex and Donnick entered into a shareholders agreement pursuant to which CW-Holdings and Donnick agreed to certain rights and obligations with respect to the governance of Aerex. Immediately following the acquisition, Donnick and the Company loaned $ 490,000 510,000 1 June 30, 2017 February 11, 2016 Cash consideration Purchase price (excluding working capital) $ 7,140,000 Working capital adjustment 605,179 Cash acquired (2,326) Total cash consideration $ 7,742,853 February 11, 2016 Financial assets $ 456,664 Inventory 70,487 Costs and estimated earnings in excess of billings 784,465 Property, plant and equipment 2,159,401 Identifiable intangible assets 5,900,000 Deferred tax liability (2,451,298) Accounts payable and accrued liabilities (116,893) Net liability arising from put/call options (383,000) Total identifiable net assets 6,419,826 Non-controlling interest in Aerex (6,712,184) Goodwill 8,035,211 $ 7,742,853 February 11, 2016 Accumulated Amortization September 30, 2016 Useful life Non-compete agreement $ 400,000 $ 53,333 $ 346,667 5 years Trade name 1,400,000 62,223 1,337,777 15 years Certifications/programs 2,000,000 444,444 1,555,556 3 years Customer backlog 100,000 66,667 33,333 1 year Customer relationships 2,000,000 333,333 1,666,667 4 years $ 5,900,000 $ 960,000 $ 4,940,000 Aerex’s actual results of operations for the period subsequent to its acquisition by the Company on February 11, 2016 fell significantly short of the projected results for this period that were included in the overall cash flow projections utilized by the Company to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this negative variance in actual results compared to projected results, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method 1,750,000 The results of operations of Aerex are included in the services segment of the Company’s consolidated financial statements from the date of acquisition. The total revenue and net income (loss) included for Aerex in the Company’s consolidated results of operations for the three months ended September 30, 2016 were approximately $ 1.4 3.3 0 144,000 Nine Months Ended September 30, 2016 2015 Revenues $ 44,324,477 $ 60,383,276 Cost of revenues 25,397,444 38,135,655 Gross profit 18,927,033 22,247,621 General and administrative expenses 14,240,156 12,601,144 Impairment loss on long-lived assets 2,000,000 - Impairment of goodwill 1,750,000 - Income from operations 936,877 9,646,477 Other income (expense), net 47,202 (487,401) Income before income taxes 984,079 9,159,076 Provision for (benefit from) income taxes (462,773) 1,027,589 Net income 1,446,852 8,131,487 Income (loss) attributable to non-controlling interests (920,277) 1,417,703 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,367,129 $ 6,713,784 Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders $ 0.16 $ 0.46 Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders $ 0.16 $ 0.45 Weighted average number of common shares used in the determination of: Basic earnings per share 14,803,216 14,734,799 Diluted earnings per share 14,940,635 14,787,904 |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 4. Fair value measurements As of September 30, 2016 and December 31, 2015, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, the note payable to related party, the demand loan payable 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, 2016 and December 31, 2015 approximate their fair value as the stated 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. September 30, 2016 Level 1 Level 2 Level 3 Total Assets Recurring Restricted cash $ - $ - $ - $ - Certificate of deposit $ - $ - $ - $ - Nonrecurring Investment in OC-BVI $ - $ - $ 3,942,869 $ 3,942,869 Liabilities Recurring Net liability arising from put/call options $ - $ - $ 658,000 $ 658,000 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Recurring Restricted cash $ 428,203 $ - $ - $ 428,203 Certificate of deposit - 5,637,538 - 5,637,538 Total recurring $ 428,203 $ 5,637,538 $ - $ 6,065,741 Nonrecurring Investment in OC-BVI $ - $ - $ 4,548,271 $ 4,548,271 Investment in OC-BVI Balance as of December 31, 2015 $ 4,548,271 Profit sharing and equity from earnings of OC-BVI 319,598 Distributions received from OC-BVI - Impairment of investment in OC-BVI (925,000) Balance as of September 30, 2016 $ 3,942,869 Net liability arising from put/call options [1] Balance as of December 31, 2015 $ - Issuance 383,000 Unrealized loss 275,000 Balance as of September 30, 2016 $ 658,000 ___________________ (1) The net liability arising from the put/call options is included other liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2016. |
Segment information
Segment information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | The Company has three reportable segments: retail, bulk and services. The retail segment operates the water utility 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 also sells water to resort properties in Bali, Indonesia. The bulk segment supplies potable water to government utilities in Grand Cayman, The Bahamas and Belize under long-term contracts. The services segment manufactures and services a wide range of water-related products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, water supply and treatment, and industrial water and wastewater treatment. The services segment includes the operations of Aerex beginning February 11, 2016. 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 two 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 from operations. All intercompany transactions are eliminated for segment presentation purposes. Three Months Ended September 30, 2016 Retail Bulk Services Total Revenues $ 5,447,200 $ 7,429,732 $ 1,508,421 $ 14,385,353 Cost of revenues 2,464,841 4,922,162 1,079,027 8,466,030 Gross profit 2,982,359 2,507,570 429,394 5,919,323 General and administrative expenses 2,811,262 425,000 1,292,417 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 $ (2,613,023) (2,359,356) Other income (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) Depreciation and amortization expenses for the three months ended September 30, 2016 for the retail, bulk and services segments were $ 567,833 811,741 451,267 Three Months Ended September 30, 2015 Retail Bulk Services Total Revenues $ 5,828,288 $ 7,919,920 $ 857,441 $ 14,605,649 Cost of revenues 2,640,458 5,661,247 662,201 8,963,906 Gross profit 3,187,830 2,258,673 195,240 5,641,743 General and administrative expenses 2,728,473 357,995 401,499 3,487,967 Income (loss) from operations $ 459,357 $ 1,900,678 $ (206,259) 2,153,776 Other income (expense), net (302,603) Net income 1,851,173 Income attributable to non-controlling interests 75,673 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 1,775,500 Depreciation and amortization expenses for the three months ended September 30, 2015 for the retail, bulk and services segments were $ 583,551 815,994 28,976 Nine Months Ended September 30, 2016 Retail Bulk Services Total Revenues $ 17,710,271 $ 22,136,086 $ 3,972,403 $ 43,818,760 Cost of revenues 7,779,831 14,345,747 3,004,449 25,130,027 Gross profit 9,930,440 7,790,339 967,954 18,688,733 General and administrative expenses 8,588,529 1,302,884 4,034,026 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 $ (4,816,072) 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 Depreciation and amortization expenses for the nine months ended September 30, 2016 for the retail, bulk and services segments were $ 1,714,928 2,480,314 1,213,282 Nine Months Ended September 30, 2015 Retail Bulk Services Total Revenues $ 18,116,111 $ 24,489,509 $ 1,151,810 $ 43,757,430 Cost of revenues 8,065,019 16,777,236 1,159,836 26,002,091 Gross profit (loss) 10,051,092 7,712,273 (8,026) 17,755,339 General and administrative expenses 8,360,765 1,187,824 1,493,918 11,042,507 Income (loss) from operations $ 1,690,327 $ 6,524,449 $ (1,501,944) 6,712,832 Other income (expense), net (493,965) Net income 6,218,867 Income attributable to non-controlling interests 294,006 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 5,924,861 Depreciation and amortization expenses for the nine months ended September 30, 2015 for the retail, bulk and services segments were $ 1,755,123 2,419,509 73,924 As of September 30, 2016 Retail Bulk Services Total Accounts receivable, net $ 2,479,251 $ 11,704,695 $ 915,289 $ 15,099,235 Property plant and equipment, net $ 23,844,950 $ 26,775,210 $ 2,122,784 $ 52,742,944 Construction in progress $ 1,545,294 $ 257,557 $ 7,859 $ 1,810,710 Intangibles, net $ - $ 616,508 $ 4,978,052 $ 5,594,560 Goodwill $ 1,170,511 $ 2,328,526 $ 6,285,211 $ 9,784,248 Land held for development $ - $ - $ 20,558,424 $ 20,558,424 Total assets $ 55,710,082 $ 68,433,012 $ 39,146,429 $ 163,289,523 As of December 31, 2015 Retail Bulk Services Total Accounts receivable, net $ 2,261,141 $ 6,231,626 $ 1,036,249 $ 9,529,016 Property plant and equipment, net $ 25,204,226 $ 28,421,906 $ 117,038 $ 53,743,170 Construction in progress $ 1,860,050 $ 68,560 $ - $ 1,928,610 Intangibles, net $ - $ 666,152 $ 105,659 $ 771,811 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 3,499,037 Land held for development $ - $ - $ 20,558,424 $ 20,558,424 Total assets $ 54,561,577 $ 83,284,439 $ 23,729,010 $ 161,575,026 |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 6. Earnings per share Earnings per share (“EPS”) are 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 and unvested stock grants as computed under the treasury stock method. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders $ (1,865,332) $ 1,775,500 $ 2,393,642 $ 5,924,861 Less: preferred stock dividends (2,680) (2,937) (8,921) (9,118) Net income (loss) available to common shares in the determination of basic earnings per common share $ (1,868,012) $ 1,772,563 $ 2,384,721 $ 5,915,743 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,815,248 14,749,249 14,803,216 14,734,799 Plus: Weighted average number of preferred shares outstanding during the period 37,719 40,194 38,516 38,510 Potential dilutive effect of unexercised options and unvested stock grants - 12,879 98,903 14,595 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,852,967 14,802,322 14,940,635 14,787,904 |
Investment in OC-BVI
Investment in OC-BVI | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | The Company owns 50 43.53 45 The Company’s equity investment in OC-BVI amounted to $ 3,942,869 4,548,271 Until 2009, substantially all of the water sold by OC-BVI to the Ministry was supplied by one desalination plant with a capacity of 1.7 Baughers Bay litigation” 720,000 600,000 September 30, December 31, 2016 2015 Current assets $ 5,228,414 $ 4,323,792 Non-current assets 4,183,483 4,682,650 Total assets $ 9,411,897 $ 9,006,442 September 30, December 31, 2016 2015 Current liabilities $ 359,572 $ 584,116 Non-current liabilities 1,777,950 1,650,252 Total liabilities $ 2,137,522 $ 2,234,368 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ 965,169 $ 1,022,510 $ 2,850,242 $ 3,118,763 Cost of revenues 540,522 552,213 1,537,860 1,692,640 Gross profit 424,647 470,297 1,312,382 1,426,123 General and administrative expenses 231,750 228,472 714,483 734,270 Income from operations 192,897 241,825 597,899 691,853 Other income (expense), net 62,165 (56,700) (15,598) (153,900) Net income 255,062 185,125 582,301 537,953 Income attributable to non-controlling interests 22,346 16,748 48,133 52,960 Net income attributable to controlling interests $ 232,716 $ 168,377 $ 534,168 $ 484,993 The Company recognized earnings of $ 101,301 73,294 232,523 211,117 38,475 28,350 87,075 76,950 For the three months ended September 30, 2016 and 2015, the Company recognized revenues of $ 125,930 135,023 390,280 399,335 70,746 91,569 38,052 105,659 Baughers Bay Litigation Under the terms of a water supply agreement dated May 1990 (the “1990 Agreement”) between OC-BVI and the Government of the British Islands (the “BVI government”) for the Baughers Bay plant upon the expiration of its initial seven-year term in May 1999, the 1990 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 4.7 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 The Court ruled on this litigation in 2009 determining that (i) the BVI government was entitled to immediate ownership and possession of the Baughers Bay plant; (ii) OC-BVI was not entitled to compensation for the expenditures made to expand the production capacity of the plant; (iii) OC-BVI was entitled to full payment of water invoices issued up to December 20, 2007 which had been calculated under the terms of the original 1990 Agreement; and (iv) OC-BVI was entitled to the amount of $10.4 million for water produced by OC-BVI from the Baughers Bay plant subsequent to December 20, 2007. OC-BVI filed an appeal with the Eastern Caribbean Court of Appeals (the “Appellate Court”) in October 2009 asking the Appellate Court to review the September 17, 2009 ruling by the Court as it related to OC-BVI’s claim for compensation for expenditures made to expand the production capacity of the Baughers Bay plant. In October 2009, the BVI government also filed an appeal with the Appellate Court requesting the Appellate Court to reduce the $10.4 million awarded by the Court to OC-BVI for water supplied subsequent to December 20, 2007 to an amount equal to the cost of producing such water. In March 2010, OC-BVI vacated the Baughers Bay plant and the BVI government assumed direct responsibility for the plant’s operations. In June 2012, the Appellate Court issued the final ruling with respect to the Baughers Bay litigation. This ruling dismissed the BVI government’s appeal against the previous judgment of the Court awarding $ 10.4 1.42 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 the valuation expert, which sets forth a value for the Baughers Bay plant of $ 13.0 11.58 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. As a quoted market price for OC-BVI’s stock is not available, to test for possible impairment of its investment in OC-BVI, the Company estimates its fair value through the use of the discounted cash flow method which relies upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method requires the Company to estimate OC-BVI’s cash flows from (i) the Bar Bay agreement and (ii) the pending amount due, as required under the final ruling of the Appellate Court for the value of the Baughers Bay plant at the date it was transferred by OC-BVI to the BVI government. The Company estimates the cash flows OC-BVI will receive from its Bar Bay plant by (i) identifying various possible future scenarios which include the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the expiration of the existing 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 estimates the cash flows OC-BVI will receive from the BVI government for the amount due under the ruling by the Appellate Court for the value of the Baughers Bay plant at the date it was transferred to the BVI government by assigning probabilities to different valuation scenarios. The resulting probability-weighted sum represents the expected cash flows, and the Company’s best estimate of future cash flows, to be derived by OC-BVI from its Bar Bay plant and the pending Appellate Court ruling. The identification of the possible scenarios for the Bar Bay plant and the Baughers Bay plant valuation, the projections of cash flows for each scenario, and the assignment of relative probabilities to each scenario all represent significant estimates made by the Company. While the Company uses 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 are by their nature highly subjective and are also subject to material change by the Company’s management over time based upon new information or changes in circumstances. As of September 30, 2016, 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 determined that the carrying value of its investment in OC-BVI exceeded its fair value and recorded an impairment loss of $ 875,000 925,000 225,000 810,000 The remaining carrying value of the Company’s investment in OC-BVI of approximately $ 3.9 The BVI government is OC-BVI’s primary customer and substantially all of OC-BVI’s revenues are generated from its Bar Bay plant. As the Bar Bay agreement matures to its March 2017 expiration date and OC-BVI receives the pending amount assumed due for the value of the Baughers Bay plant, OC-BVI’s expected future cash flows, and therefore its fair value computed under the discounted cash flow method, decreases. The Company will be required to record additional impairment losses to reduce the carrying value of its investment in OC-BVI to its then current fair value if OC-BVI does not obtain a new agreement for the Bar Bay plant that generates cash flows sufficient to support the Company’s then carrying value of its investment in OC-BVI. If OC-BVI does not obtain a new agreement for the Bar Bay plant that generates cash flows sufficient to support OC-BVI’s carrying values for its long-lived Bar Bay plant assets, OC-BVI will be required to record an impairment loss to reduce the carrying value of its long-lived Bar Bay plant assets to their then estimated fair value. The Company’s equity in the net earnings or loss of OC-BVI will include 43.53% of any such impairment loss recorded by OC-BVI. Based upon the updating of its probability-weighted scenarios for the future cash flows to be derived from its Bar Bay plant, OC-BVI may be required to record impairment losses to reduce the carrying value of its Bar Bay plants assets before the expiration of the Bar Bay agreement in March 2017. As of September 30, 2016, the aggregate carrying value of OC-BVI’s long-lived Bar Bay plant assets was approximately $ 4.0 In October 2016, OC-BVI submitted a proposal to the BVI government for a new 14 year contract for the Bar Bay plant with a selling price for the water that is lower than the current price and is awaiting the BVI government’s response to this proposal. |
N.S.C. Agua, S.A. de C.V.
N.S.C. Agua, S.A. de C.V. | 9 Months Ended |
Sep. 30, 2016 | |
Investments In and Advances To Affiliates, Schedule Of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 8. N.S.C. Agua, S.A. de C.V. In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50 99.9 100 50 50 Since its inception, NSC has engaged engineering groups with extensive regional and/or technical experience to prepare preliminary designs and cost estimates for the desalination plant and the proposed pipeline and prepare the environmental impact studies for local, state and federal regulatory agencies, and has also acquired the land, performed pilot plant and feed water source testing and evaluated financing alternatives for the Project. Through a series of transactions completed in 2012-2014, NSC purchased 20.1 hectares of land on which the proposed Project’s plant would be constructed for an aggregate price of approximately $20.6 million. In 2012 and 2013, NSC conducted an equipment piloting plant and water data collection program at the proposed feed water source for the Project under a Memorandum of Understanding (the “EPC MOU”) with a global engineering, procurement and construction contractor for large seawater desalination plants. Under the EPC MOU, the contractor installed and operated an equipment piloting plant and collected water quality data from the proposed feed water source site in Rosarito Beach, Baja California, Mexico. The EPC MOU required that NSC negotiate exclusively with the contractor for the construction of the 100 500,000 350,000 In November 2012, NSC entered into a lease with an effective term of 20 5,000 20,000 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 unsolicited APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal de 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 50 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 comprised of NSC, NuWater S.A.P.I. de C.V. and Degremont S.A. de C.V. (the “Consortium”) as the winner of tender process for the Project. On August 17, 2016, NSC and NuWater incorporated Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special project company, to execute 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. 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 (“SPF”), 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 total Project cost is expected to be approximately 9 485 1.02 55.0 The APP Contract does not become effective until AdR secures the equity and debt financing required for the first phase of the Project and 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 water purchase and sale agreements between the CEA, the payment trusts and the CESPT have been executed; · AdR has obtained all rights of ways required for the aqueduct; · AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and · all financing agreements necessary to provide funding for the Project have been executed. If the Consortium is ultimately unable to proceed with the Project, the land NSC has purchased may lose its strategic importance as the site for the Project and consequently may decline in value. If the Consortium does not proceed with the Project, NSC may ultimately be unable to sell this land for an amount equal to or in excess of its current carrying value of approximately $ 20.6 Included in the Company’s consolidated results of operations are general and administrative expenses from NSC consisting of organizational, legal, accounting, engineering, consulting and other costs relating to NSC’s project development activities. Such expenses amounted to approximately $ 606,000 358,000 2,248,000 1,370,000 21.7 321,000 22.0 488,000 NSC Litigation Immediately following CW-Cooperatief’s acquisition of its initial 50 300,000 1.0 25 5.7 99.9 25 1.0 In October 2015, the Company learned that EWG had 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 is challenging, among other things, the capital investment transactions that increased the Company’s ownership interest in NSC to 99.9%. 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 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 is also seeking 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 The Company believes that the claims made by EWG are baseless and without merit, will vigorously defend NSC and CW-Cooperatief in this litigation, and will seek dismissal of the orders entered by the court and all claims against NSC and CW-Cooperatief. Furthermore, in November 2015, NSC and CW-Cooperatief filed a complaint in the United States District Court, Southern District of New York against EWG and its managing Partner based upon the Company’s conclusion that lawsuit filed by EWG in Mexico directly breaches a contract dated April 11, 2012 between NSC and CW-Cooperatief and EWG. The Company is vigorously pursuing its claims and seeking relief pursuant to this complaint. The Company incurred legal fees in connection with this litigation of approximately $ 18,000 357,000 The Company cannot presently determine the outcome of this litigation. However, such litigation could adversely impact the Company’s efforts to complete the Project. Mexico Tax Authority The Mexico tax authority, the Servicio de Administracion Tributaria (“SAT”), assessed NSC for taxes relating to payments to foreign vendors on which the SAT contended should have been subject to income tax withholdings during NSC’s 2011 tax year. As of December 31, 2015, the assessment and related penalties, surcharges, inflation adjustments and late fees totaled 7,367,875 428,203 NSC retained the assistance of Mexican tax advisers in this matter, as it believed the assumptions and related work performed by the SAT did not support their tax assessment. As a result, NSC elected to contest this assessment in Mexico federal tax court. NSC was required to provide an irrevocable letter of credit which amounted to 7,367,875 428,203 In November 2014, NSC received a favorable judgment from the tax court. Based on this outcome, the SAT filed an appeal shortly thereafter to contest the judgment. On February 15, 2016, NSC received a favorable judgment from the appellate tax court and shortly thereafter obtained the release of the Mexican pesos cash balance that had been restricted and pledged as collateral as of December 31, 2015 for the irrevocable letter of credit. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Contingencies Retail License The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government that grants Cayman Water the exclusive right to provide potable water to customers within its licensed service area. As discussed below, this license was set to expire in July 2010 but has since been extended while negotiations for a new license take place. Pursuant to the 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 Seven Mile Beach and West Bay areas. For the three months ended September 30, 2016 and 2015, the Company generated approximately 38 39 52 57 40 41 55 58 Under the license, Cayman Water pays a royalty to the government of 7.5 The license was scheduled to expire in July 2010 but has been 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 extension of the license expired on June 30, 2016. The Company continues to provide water subsequent to June 30, 2016 under a further extension of the license that the Company believes will be forthcoming. The Cayman Islands government 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 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 than the terms offered to such other person or company.” In February 2011, the Water (Production and Supply) Law, 2011 and the Water Authority (Amendment) Law, 2011 (the “New Laws”) were published and enacted. Under the New Laws, the WAC will issue any new license, and such new license could include a rate of return on invested capital model, as discussed in the following paragraph. Following the enactment of the New Laws, the Company was advised in correspondence from the Cayman Islands government and the WAC that: (i) the WAC, and not the Cayman Islands government, is the principal negotiator in these license negotiations; and (ii) the WAC has determined that a rate of return on invested capital model (“RCAM”) for the retail license is in the best interest of the public and Cayman Water’s customers. RCAM is the rate model currently utilized in the electricity transmission and distribution license granted by the Cayman Islands government to the Caribbean Utilities Company, Ltd. The Company responded to the Cayman Islands government that it disagreed with the government’s position on these two matters and negotiations for a new license temporarily ceased. In July 2012, in an effort to resolve several issues relating to its retail license renewal negotiations, the Company filed an Application for Leave to Apply for Judicial Review (the “Application”) with the Grand Court of the Cayman Islands (the “Court”), seeking declarations that: (i) certain provisions of the New Laws appear to be incompatible and a determination as to how those provisions should be interpreted; (ii) the WAC’s roles as the principal license negotiator, statutory regulator and the Company’s competitor put the WAC in a position of hopeless conflict; and (iii) the WAC’s decision to replace the rate structure under the Company’s current exclusive license with RCAM was predetermined and unreasonable. In October 2012 the Company was notified that the Court agreed to consider the issues raised in the Application. The hearing for this judicial review was held on April 1, 2014. Prior to the commencement of the hearing, the parties agreed that the Court should solely be concerned with the interpretation of the statutory provisions. As part of this agreement, the WAC agreed to consider the Company’s submissions on the RCAM model and/or alternative models of pricing. In June 2014, the Court determined that: (i) the renewal of the license does not require a public bidding process; and (ii) the WAC is the proper entity to negotiate with the Company for the renewal of the license. The Company’s submissions on the RCAM model and/or alternative models of pricing were made to the WAC on June 9, 2014. The Company received a letter from the WAC dated September 11, 2014, which fully rejected the Company’s submissions and stated that they intended to provide the Company with a draft RCAM license in due course. On November 21, 2014, the Company wrote to the Minister of Works offering to recommence license negotiations on the basis of the RCAM model subject to the following conditions: (i) the Government would undertake to amend the current water legislation to provide for an independent regulator and a fair and balanced regulatory regime more consistent with that provided under the electrical utility regulatory regime, (ii) the Government and the Company would mutually appoint an independent referee and chairman of the negotiations, (iii) the Company’s new license would provide exclusivity for the production and provision of all piped water, both potable and non-potable, within its Cayman Islands license area, (iv) the Government would allow the Company to submit its counter proposal to the WAC’s June 2010 RCAM license draft, and (v) the principle of subsidization of residential customer rates by commercial customer rates would continue under a new license. On March 23 2015, the Company received a letter from the Minister of Works with the following responses to the Company’s November 21, 2014 letter: (1) while the Cayman government plans to create a new public utilities commission, the provision of the new retail license will not depend upon the formation of such a commission; (2) any consideration regarding inclusion of the exclusive right to sell non-potable water within the area covered by the retail license will not take place until after the draft license has proceeded through the review process of the negotiations; (3) rather than allow the Company to submit its counter proposal to the WAC’s June 2010 RCAM license draft, the WAC will draft the license with the understanding that the Company will be allowed to propose amendments thereto; (4) the principle of subsidization of residential customer rates by commercial customer rates would continue under the new license; and (5) a request that the Company consider eliminating its monthly minimum volume charge in the new license. The Company recommenced license negotiations with the WAC during the third quarter of 2015 based upon a draft RCAM license provided by the WAC. Such license negotiations remain on-going. The Company is presently unable to determine when such negotiations will be completed or the final outcome of such negotiations. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“URCO”). This legislation will become law when it is assented to by the Governor of the Cayman Islands and published in the official Cayman Islands Gazette. URCO is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services, and promoting competition. URCO has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Water utilities are not presently included in the scope of URCO’s regulatory functions and remain under the regulatory control of the WAC. The Company has been advised by government officials that it is government’s intention to include water utilities under the ambit of URCO through additional legislation in 2017. The Company has been further advised that if and when this additional legislation is enacted, the WAC will no longer regulate water utilities since this function will be taken over by URCO. The Company is presently unable to determine (i) when such additional legislation will be enacted and consequently if or when URCO will become its new regulator in the Cayman Islands; or (ii) the impact of URCO on its retail license negotiations. The resolution of these license negotiations could result in a material reduction of the operating income and cash flows the Company has historically generated from its retail license and could require the Company to record an impairment loss to reduce the carrying value of its goodwill. Such impairment loss could have a material adverse impact on the Company’s results of operations. The Company is presently unable to determine what impact the resolution of these matters will have on its financial condition, results of operations or cash flows. CW-Bali Through its subsidiary CW-Bali, the Company has built and presently operates a seawater reverse osmosis plant with a productive capacity of approximately 790,000 2.0 In 2015, the Indonesian government passed Regulation 122 which provides a mechanism for governmental regulatory oversight over the utilization of Indonesia’s water resources. Under this new regulation, the approval or cooperation of the local government water utility is required for any water supply contracts executed by non-governmental providers after the effective date of the regulation. Consequently CW-Bali will be required to enter into a cooperation agreement with Bali’s local government water utility, PDAM, or otherwise obtain PDAM’s approval, to supply any new customers. Since commencing operations, CW-Bali has held discussions with PDAM and other governmental entities for possible water sale arrangements, and CW-Bali is presently pursuing a formal cooperation agreement with PDAM for the sale of water to the resorts in its target market that are not presently served by PDAM. As an Indonesian company that is majority-owned by foreigners, CW-Bali is required to obtain and maintain an “in-principle” (i.e. short term, temporary) license to operate until such time as it is able to demonstrate that it has invested sufficient capital and made sufficient progress under its business plan to receive a non-temporary business license. The term of CW-Bali’s initial in-principle license ended in October 2016. CW-Bali is applying for a new in-principle license. However, the Indonesian government could decide not to grant CW-Bali a new in-principle license, in which case the Company would be required to cease CW-Bali’s operations and dispose of its investment in this subsidiary. 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 PDAM; and (iv) assist with CW-Bali’s on-going funding requirements. During the three months ended September 30, 2016, the Company 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. To test for impairment, the Company estimated the future undiscounted cash flows CW-Bali will receive from its plant by (i) identifying various possible future scenarios for the business; (ii) estimating the undiscounted future cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. The resulting probability-weighted sum represents the Company’s best estimate of the future undiscounted cash flows to be derived by CW-Bali from its long-lived desalination plant assets. The carrying value of CW-Bali’s long-lived assets exceeded the Company’s probability-weighted estimate of CW-Bali’s future undiscounted cash flows which indicated impairment of these assets, and the Company recorded an impairment loss of $ 2.0 If CW-Bali is not able to obtain a strategic partner, sell water to PDAM or to other new customers through a cooperation agreement, or otherwise significantly increase the revenues generated by its Nusa Dua plant in the future, the Company may cease CW-Bali’s operations. The Company will also be required to cease CW-Bali’s operations if CW-Bali does not obtain a new in-principle license. If the Company ceases CW-Bali’s operations, it may be required to record further impairment losses to reduce the carrying value of its investment in CW-Bali to its fair value for the period in which the Company formally commits to exit the Bali market. Such impairment losses could have a material adverse impact on the Company’s results of operations. Any sale of a portion of the Company’s investment in CW-Bali may be for an amount less than its carrying amount, resulting in a loss on the sale that could have a material adverse impact on the Company’s results of operations. The carrying value of the Company’s investment in CW-Bali as of September 30, 2016 totaled $ 2.1 1.51 549,555 The Company anticipated at the time CW-Bali commenced operations that CW-Bali’s revenues, expenditures, and other cash flows would be conducted primarily in the local currency, the Indonesian rupiah (IDR). The Company expected that financial support it and its other subsidiaries provided to CW-Bali would not extend beyond CW-Bali’s start-up phase, and that thereafter CW-Bali would generate positive net cash flows from its operations and thus remain relatively self-contained and integrated within the economic environment of Bali, Indonesia. As a result, since inception of its operations through September 30, 2016, the functional currency of CW-Bali was the IDR. However, since its inception CW-Bali has been dependent upon on-going financial support from the Company in U.S dollars (US$) to continue its operations. The Company expects such funding to continue until such time, if ever, that CW-Bali generates sufficient revenues to support its operations, or is able to obtain a strategic partner to assist with its on-going funding requirements, or ceases operations. Consequently, effective as of October 1, 2016, the Company changed the functional currency of CW-Bali to US$. During the periods for which IDR was CW-Bali’s functional currency, the Company recorded foreign currency gains and losses arising from CW-Bali’s transactions conducted in currencies other than the IDR. Such foreign currency gains and losses included amounts associated with (i) transactions denominated in currencies other than the IDR and (ii) the re-measurement of monetary assets and liabilities denominated in currencies other than the IDR as of the balance sheet date. CW-Bali’s monetary assets and liabilities denominated in currencies other than the IDR consist of US$-denominated bank accounts and US$-denominated loans provided to CW-Bali by the Company. Such foreign currency transaction gains (losses) were included in income and amounted to approximately $ 28,000 202,000 549,555 533,565 This change in functional currency will be applied on a prospective basis, and therefore, the cumulative translation adjustment of ($549,555) as of September 30, 2016 will remain unchanged until such time that the CW-Bali is no longer dependent on US$ funding to support its operations, the Company sells all or a portion of its equity interest in CW-Bali, or the Company discontinues CW-Bali’s operations. Translated amounts for non-monetary assets as of September 30, 2016 will become the new accounting basis for those assets effective October 1, 2016. Monetary assets denominated in foreign currencies, including the IDR, will be re-measured to US$ at the current exchange rate as of the balance sheet date going forward. The Company anticipates that the likely effect of this change in functional currency will result in future foreign currency gains and losses that pertain to (i) transactions denominated in IDR and (ii) foreign currency re-measurements associated with monetary assets and liabilities denominated in IDR. As of September 30, 2016, such balances include IDR-denominated cash, accounts receivable, and accounts payable, which amounted to approximately $ 20,000 37,000 35,000 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 Windsor Plant Water Supply Agreement CW-Bahamas provides bulk water to the Water and Sewerage Corporation of The Bahamas (“WSC”), which distributes the water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. Pursuant to a water supply agreement, CW-Bahamas was required to provide the WSC with at least 16.8 At the request of the government of The Bahamas, CW-Bahamas continues to operate and maintain the Windsor plant on a month-to-month basis to provide the government of The Bahamas with additional time to decide whether or not it will extend CW-Bahamas’ water supply agreement for the Windsor plant on a long-term basis. CW-Bahamas generated revenues from the operation of this plant of approximately $ 1.3 1.5 4.0 4.5 |
Impact of recent accounting sta
Impact of recent accounting standards | 9 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements and Changes In Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 10. Impact of recent accounting standards Adoption of New Accounting Standards: In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments Effect of newly issued but not yet effective accounting standards: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, 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 In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12 are the same as ASU 2015-14 discussed above. The Company is currently evaluating the effect the adoption of these standards will have on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 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, In March 2016, the FASB issued ASU 2016-09, C ompensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent events The Company’s management evaluated subsequent events through the time of the filing of this report on Form 10-Q. Other than as disclosed in these condensed consolidated financial statements, the Company’s management 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 consolidated financial statements. |
Accounting policies (Policies)
Accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation: The accompanying condensed consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aquilex, Inc., 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”) and N.S.C. Agua, S.A. de C.V. (“NSC”). 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. 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, 2016. 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, 2015. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency: 1,734 92,030 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income: |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents: 4.2 13.6 Transfers from the Company’s bank accounts in The Bahamas and Belize to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and Belize, respectively. As of September 30, 2016, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $ 6.6 5.3 |
Reclassification, Policy [Policy Text Block] | Comparative amounts: Certain amounts reported in the financial statements issued in prior periods have been reclassified herein to conform to the current period’s presentation. These reclassifications had no effect on consolidated net income. |
Purchase of interest in Aerex20
Purchase of interest in Aerex Industries, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The purchase price for Aerex is summarized as follows: February 11, 2016 Cash consideration Purchase price (excluding working capital) $ 7,140,000 Working capital adjustment 605,179 Cash acquired (2,326) Total cash consideration $ 7,742,853 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair values of the assets and liabilities assumed at the acquisition date: February 11, 2016 Financial assets $ 456,664 Inventory 70,487 Costs and estimated earnings in excess of billings 784,465 Property, plant and equipment 2,159,401 Identifiable intangible assets 5,900,000 Deferred tax liability (2,451,298) Accounts payable and accrued liabilities (116,893) Net liability arising from put/call options (383,000) Total identifiable net assets 6,419,826 Non-controlling interest in Aerex (6,712,184) Goodwill 8,035,211 $ 7,742,853 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The identifiable intangible assets consist of the following items with amortization calculated using a straight line method over the useful life of the asset: February 11, 2016 Accumulated Amortization September 30, 2016 Useful life Non-compete agreement $ 400,000 $ 53,333 $ 346,667 5 years Trade name 1,400,000 62,223 1,337,777 15 years Certifications/programs 2,000,000 444,444 1,555,556 3 years Customer backlog 100,000 66,667 33,333 1 year Customer relationships 2,000,000 333,333 1,666,667 4 years $ 5,900,000 $ 960,000 $ 4,940,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following pro forma financial information presents the results of operations of the Company for the nine months ended September 30, 2016 and 2015, as if the acquisition of Aerex had taken place on January 1, 2015. The pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually occurred had the transaction taken place on January 1, 2015, or of future results of operations: Nine Months Ended September 30, 2016 2015 Revenues $ 44,324,477 $ 60,383,276 Cost of revenues 25,397,444 38,135,655 Gross profit 18,927,033 22,247,621 General and administrative expenses 14,240,156 12,601,144 Impairment loss on long-lived assets 2,000,000 - Impairment of goodwill 1,750,000 - Income from operations 936,877 9,646,477 Other income (expense), net 47,202 (487,401) Income before income taxes 984,079 9,159,076 Provision for (benefit from) income taxes (462,773) 1,027,589 Net income 1,446,852 8,131,487 Income (loss) attributable to non-controlling interests (920,277) 1,417,703 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,367,129 $ 6,713,784 Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders $ 0.16 $ 0.46 Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders $ 0.16 $ 0.45 Weighted average number of common shares used in the determination of: Basic earnings per share 14,803,216 14,734,799 Diluted earnings per share 14,940,635 14,787,904 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of September 30, 2016 and December 31, 2015: September 30, 2016 Level 1 Level 2 Level 3 Total Assets Recurring Restricted cash $ - $ - $ - $ - Certificate of deposit $ - $ - $ - $ - Nonrecurring Investment in OC-BVI $ - $ - $ 3,942,869 $ 3,942,869 Liabilities Recurring Net liability arising from put/call options $ - $ - $ 658,000 $ 658,000 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Recurring Restricted cash $ 428,203 $ - $ - $ 428,203 Certificate of deposit - 5,637,538 - 5,637,538 Total recurring $ 428,203 $ 5,637,538 $ - $ 6,065,741 Nonrecurring Investment in OC-BVI $ - $ - $ 4,548,271 $ 4,548,271 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The activity for the Level 3 asset and liability for the nine months ended September 30, 2016 was as follows: Investment in OC-BVI Balance as of December 31, 2015 $ 4,548,271 Profit sharing and equity from earnings of OC-BVI 319,598 Distributions received from OC-BVI - Impairment of investment in OC-BVI (925,000) Balance as of September 30, 2016 $ 3,942,869 Net liability arising from put/call options [1] Balance as of December 31, 2015 $ - Issuance 383,000 Unrealized loss 275,000 Balance as of September 30, 2016 $ 658,000 ___________________ (1) The net liability arising from the put/call options is included other liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2016. |
Segment information (Tables)
Segment information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, 2016 Retail Bulk Services Total Revenues $ 5,447,200 $ 7,429,732 $ 1,508,421 $ 14,385,353 Cost of revenues 2,464,841 4,922,162 1,079,027 8,466,030 Gross profit 2,982,359 2,507,570 429,394 5,919,323 General and administrative expenses 2,811,262 425,000 1,292,417 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 $ (2,613,023) (2,359,356) Other income (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) Depreciation and amortization expenses for the three months ended September 30, 2016 for the retail, bulk and services segments were $ 567,833 811,741 451,267 Three Months Ended September 30, 2015 Retail Bulk Services Total Revenues $ 5,828,288 $ 7,919,920 $ 857,441 $ 14,605,649 Cost of revenues 2,640,458 5,661,247 662,201 8,963,906 Gross profit 3,187,830 2,258,673 195,240 5,641,743 General and administrative expenses 2,728,473 357,995 401,499 3,487,967 Income (loss) from operations $ 459,357 $ 1,900,678 $ (206,259) 2,153,776 Other income (expense), net (302,603) Net income 1,851,173 Income attributable to non-controlling interests 75,673 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 1,775,500 Depreciation and amortization expenses for the three months ended September 30, 2015 for the retail, bulk and services segments were $ 583,551 815,994 28,976 Nine Months Ended September 30, 2016 Retail Bulk Services Total Revenues $ 17,710,271 $ 22,136,086 $ 3,972,403 $ 43,818,760 Cost of revenues 7,779,831 14,345,747 3,004,449 25,130,027 Gross profit 9,930,440 7,790,339 967,954 18,688,733 General and administrative expenses 8,588,529 1,302,884 4,034,026 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 $ (4,816,072) 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 Depreciation and amortization expenses for the nine months ended September 30, 2016 for the retail, bulk and services segments were $ 1,714,928 2,480,314 1,213,282 Nine Months Ended September 30, 2015 Retail Bulk Services Total Revenues $ 18,116,111 $ 24,489,509 $ 1,151,810 $ 43,757,430 Cost of revenues 8,065,019 16,777,236 1,159,836 26,002,091 Gross profit (loss) 10,051,092 7,712,273 (8,026) 17,755,339 General and administrative expenses 8,360,765 1,187,824 1,493,918 11,042,507 Income (loss) from operations $ 1,690,327 $ 6,524,449 $ (1,501,944) 6,712,832 Other income (expense), net (493,965) Net income 6,218,867 Income attributable to non-controlling interests 294,006 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 5,924,861 Depreciation and amortization expenses for the nine months ended September 30, 2015 for the retail, bulk and services segments were $ 1,755,123 2,419,509 73,924 As of September 30, 2016 Retail Bulk Services Total Accounts receivable, net $ 2,479,251 $ 11,704,695 $ 915,289 $ 15,099,235 Property plant and equipment, net $ 23,844,950 $ 26,775,210 $ 2,122,784 $ 52,742,944 Construction in progress $ 1,545,294 $ 257,557 $ 7,859 $ 1,810,710 Intangibles, net $ - $ 616,508 $ 4,978,052 $ 5,594,560 Goodwill $ 1,170,511 $ 2,328,526 $ 6,285,211 $ 9,784,248 Land held for development $ - $ - $ 20,558,424 $ 20,558,424 Total assets $ 55,710,082 $ 68,433,012 $ 39,146,429 $ 163,289,523 As of December 31, 2015 Retail Bulk Services Total Accounts receivable, net $ 2,261,141 $ 6,231,626 $ 1,036,249 $ 9,529,016 Property plant and equipment, net $ 25,204,226 $ 28,421,906 $ 117,038 $ 53,743,170 Construction in progress $ 1,860,050 $ 68,560 $ - $ 1,928,610 Intangibles, net $ - $ 666,152 $ 105,659 $ 771,811 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 3,499,037 Land held for development $ - $ - $ 20,558,424 $ 20,558,424 Total assets $ 54,561,577 $ 83,284,439 $ 23,729,010 $ 161,575,026 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following summarizes information related to the computation of basic and diluted EPS for the three and nine months ended September 30, 2016 and 2015. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders $ (1,865,332) $ 1,775,500 $ 2,393,642 $ 5,924,861 Less: preferred stock dividends (2,680) (2,937) (8,921) (9,118) Net income (loss) available to common shares in the determination of basic earnings per common share $ (1,868,012) $ 1,772,563 $ 2,384,721 $ 5,915,743 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,815,248 14,749,249 14,803,216 14,734,799 Plus: Weighted average number of preferred shares outstanding during the period 37,719 40,194 38,516 38,510 Potential dilutive effect of unexercised options and unvested stock grants - 12,879 98,903 14,595 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,852,967 14,802,322 14,940,635 14,787,904 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information of Unconsolidated Equity Method Investment [Table Text Block] | Summarized financial information of OC-BVI is presented as follows: September 30, December 31, 2016 2015 Current assets $ 5,228,414 $ 4,323,792 Non-current assets 4,183,483 4,682,650 Total assets $ 9,411,897 $ 9,006,442 September 30, December 31, 2016 2015 Current liabilities $ 359,572 $ 584,116 Non-current liabilities 1,777,950 1,650,252 Total liabilities $ 2,137,522 $ 2,234,368 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenues $ 965,169 $ 1,022,510 $ 2,850,242 $ 3,118,763 Cost of revenues 540,522 552,213 1,537,860 1,692,640 Gross profit 424,647 470,297 1,312,382 1,426,123 General and administrative expenses 231,750 228,472 714,483 734,270 Income from operations 192,897 241,825 597,899 691,853 Other income (expense), net 62,165 (56,700) (15,598) (153,900) Net income 255,062 185,125 582,301 537,953 Income attributable to non-controlling interests 22,346 16,748 48,133 52,960 Net income attributable to controlling interests $ 232,716 $ 168,377 $ 534,168 $ 484,993 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Accounting Policies [Line Items] | |||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 1,734 | $ (388,456) | $ 92,030 | $ (660,989) | |
Certificates of Deposit [Member] | |||||
Accounting Policies [Line Items] | |||||
Cash Equivalents, at Carrying Value | 4,200,000 | 4,200,000 | $ 13,600,000 | ||
BELIZE | |||||
Accounting Policies [Line Items] | |||||
Deposits held in foreign bank | 5,300,000 | 5,300,000 | |||
BAHAMAS | |||||
Accounting Policies [Line Items] | |||||
Deposits held in foreign bank | $ 6,600,000 | $ 6,600,000 |
Purchase of interest in Aerex26
Purchase of interest in Aerex Industries, Inc. (Details) - USD ($) | Feb. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Cash consideration | |||
Total cash consideration | $ 7,742,853 | $ 0 | |
Aerex Industries Inc [Member] | |||
Cash consideration | |||
Purchase price (excluding working capital) | $ 7,140,000 | ||
Working capital adjustment | 605,179 | ||
Cash acquired | (2,326) | ||
Total cash consideration | $ 7,742,853 |
Purchase of interest in Aerex27
Purchase of interest in Aerex Industries, Inc. (Details 1) - USD ($) | Sep. 30, 2016 | Feb. 11, 2016 | Dec. 31, 2015 |
Financial assets | $ 456,664 | ||
Inventory | 70,487 | ||
Costs and estimated earnings in excess of billings | 784,465 | ||
Property, plant and equipment | 2,159,401 | ||
Identifiable intangible assets | 5,900,000 | ||
Deferred tax liability | (2,451,298) | ||
Accounts payable and accrued liabilities | (116,893) | ||
Net liability arising from put/call options | (383,000) | ||
Total identifiable net assets | 6,419,826 | ||
Non-controlling interest in Aerex | (6,712,184) | ||
Goodwill | $ 9,784,248 | 8,035,211 | $ 3,499,037 |
Total | $ 7,742,853 |
Purchase of interest in Aerex28
Purchase of interest in Aerex Industries, Inc. (Details 2) - USD ($) | Feb. 11, 2016 | Sep. 30, 2016 |
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,900,000 | $ 4,940,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 960,000 | |
Non-compete Agreements [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 400,000 | 346,667 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 53,333 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |
Certifications/programs [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,000,000 | 1,555,556 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 444,444 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |
Customer backlog [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 100,000 | 33,333 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 66,667 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,000,000 | 1,666,667 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 333,333 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | |
Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,400,000 | $ 1,337,777 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 62,223 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Purchase of interest in Aerex29
Purchase of interest in Aerex Industries, Inc. (Details 3) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | $ 44,324,477 | $ 60,383,276 |
Cost of revenues | 25,397,444 | 38,135,655 |
Gross profit | 18,927,033 | 22,247,621 |
General and administrative expenses | 14,240,156 | 12,601,144 |
Impairment loss on long-lived assets | 2,000,000 | 0 |
Impairment of goodwill | 1,750,000 | 0 |
Income from operations | 936,877 | 9,646,477 |
Other income (expense), net | 47,202 | (487,401) |
Income before income taxes | 984,079 | 9,159,076 |
Provision for (benefit from) income taxes | (462,773) | 1,027,589 |
Net income | 1,446,852 | 8,131,487 |
Income (loss) attributable to non-controlling interests | (920,277) | 1,417,703 |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,367,129 | $ 6,713,784 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders (in dollars per share) | $ 0.16 | $ 0.46 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders (in dollars per share) | $ 0.16 | $ 0.45 |
Weighted average number of common shares used in the determination of: | ||
Basic earnings per share (in shares) | 14,803,216 | 14,734,799 |
Diluted earnings per share (in shares) | 14,940,635 | 14,787,904 |
Purchase of interest in Aerex30
Purchase of interest in Aerex Industries, Inc. (Details Textual) - USD ($) | Feb. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Notes Payable, Related Parties, Current | $ 490,000 | $ 490,000 | $ 490,000 | $ 0 | |||
General and Administrative Expense, Total | 4,528,679 | $ 3,487,967 | 13,925,439 | $ 11,042,507 | |||
Goodwill, Impairment Loss | 1,750,000 | $ 0 | 1,750,000 | $ 0 | |||
Shareholders Agreement [Member] | |||||||
Notes Payable, Related Parties, Current | $ 510,000 | $ 510,000 | $ 510,000 | ||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | ||||
Donnick [Member] | Shareholders Agreement [Member] | |||||||
Notes Payable, Related Parties, Current | $ 490,000 | $ 490,000 | $ 490,000 | ||||
Aerex Industries Inc [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | ||||||
Business Combination, Consideration Transferred, Total | $ 7,700,000 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 1,400,000 | 3,300,000 | |||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | (956,000) | $ (1,275,000) | |||||
General and Administrative Expense, Total | $ 0 | $ 144,000 | |||||
Aerex Industries Inc [Member] | Thomas Donnick, Jr [Member] | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | |
Recurring | |||
Restricted cash | $ 0 | $ 428,203 | |
Certificate of deposit | 0 | 5,637,538 | |
Total recurring | 6,065,741 | ||
Nonrecurring | |||
Investment in OC-BVI | 3,942,869 | 4,548,271 | |
Recurring | |||
Net liability arising from put/call options | 658,000 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Recurring | |||
Restricted cash | 0 | 428,203 | |
Certificate of deposit | 0 | 0 | |
Total recurring | 428,203 | ||
Nonrecurring | |||
Investment in OC-BVI | 0 | 0 | |
Recurring | |||
Net liability arising from put/call options | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Recurring | |||
Restricted cash | 0 | 0 | |
Certificate of deposit | 0 | 5,637,538 | |
Total recurring | 5,637,538 | ||
Nonrecurring | |||
Investment in OC-BVI | 0 | 0 | |
Recurring | |||
Net liability arising from put/call options | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Recurring | |||
Restricted cash | 0 | 0 | |
Certificate of deposit | 0 | 0 | |
Total recurring | 0 | ||
Nonrecurring | |||
Investment in OC-BVI | 3,942,869 | 4,548,271 | |
Recurring | |||
Net liability arising from put/call options | [1] | $ 658,000 | $ 0 |
[1] | The net liability arising from the put/call options is included other liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2016. |
Fair value measurements (Deta32
Fair value measurements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Investment in OC-BVI | |||||
Impairment loss on investment in OC-BVI | $ (875,000) | $ (225,000) | $ (925,000) | $ (810,000) | |
Net liability arising from put/call options | |||||
Balance as of September 30, 2016 | 658,000 | 658,000 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Investment in OC-BVI | |||||
Balance as of December 31, 2015 | 4,548,271 | ||||
Profit sharing and equity from earnings of OC-BVI | 319,598 | ||||
Distributions received from OC-BVI | 0 | ||||
Impairment loss on investment in OC-BVI | (925,000) | ||||
Balance as of September 30, 2016 | 3,942,869 | 3,942,869 | |||
Net liability arising from put/call options | |||||
Balance as of December 31, 2015 | [1] | 0 | |||
Issuance | [1] | 383,000 | |||
Unrealized loss | [1] | 275,000 | |||
Balance as of September 30, 2016 | [1] | $ 658,000 | $ 658,000 | ||
[1] | The net liability arising from the put/call options is included other liabilities in the accompanying condensed consolidated balance sheets as of September 30, 2016. |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Feb. 11, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 14,385,353 | $ 14,605,649 | $ 43,818,760 | $ 43,757,430 | ||
Cost of revenues | 8,466,030 | 8,963,906 | 25,130,027 | 26,002,091 | ||
Gross profit (loss) | 5,919,323 | 5,641,743 | 18,688,733 | 17,755,339 | ||
General and administrative expenses | 4,528,679 | 3,487,967 | 13,925,439 | 11,042,507 | ||
Impairment loss on long-lived assets | 2,000,000 | 0 | 2,000,000 | 0 | ||
Impairment of goodwill | 1,750,000 | 0 | 1,750,000 | 0 | ||
Income (loss) from operations | (2,359,356) | 2,153,776 | 1,013,294 | 6,712,832 | ||
Other income (expense), net | (762,696) | (302,603) | 45,698 | (493,965) | ||
Loss before income taxes | (3,122,052) | 1,851,173 | 1,058,992 | 6,218,867 | ||
Provision for (benefit from) income taxes | (146,198) | 0 | (389,860) | 0 | ||
Net loss | (2,975,854) | 1,851,173 | 1,448,852 | 6,218,867 | ||
Loss attributable to non-controlling interests | (1,110,522) | 75,673 | (944,790) | 294,006 | ||
Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders | (1,865,332) | 1,775,500 | 2,393,642 | 5,924,861 | ||
Accounts receivable, net | 15,099,235 | 15,099,235 | $ 9,529,016 | |||
Property plant and equipment, net | 52,742,944 | 52,742,944 | 53,743,170 | |||
Construction in progress | 1,810,710 | 1,810,710 | 1,928,610 | |||
Intangibles, net | 5,594,560 | 5,594,560 | 771,811 | |||
Goodwill | 9,784,248 | 9,784,248 | $ 8,035,211 | 3,499,037 | ||
Land held for development | 20,558,424 | 20,558,424 | 20,558,424 | |||
Total assets | 163,289,523 | 163,289,523 | 161,575,026 | |||
Retail [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 5,447,200 | 5,828,288 | 17,710,271 | 18,116,111 | ||
Cost of revenues | 2,464,841 | 2,640,458 | 7,779,831 | 8,065,019 | ||
Gross profit (loss) | 2,982,359 | 3,187,830 | 9,930,440 | 10,051,092 | ||
General and administrative expenses | 2,811,262 | 2,728,473 | 8,588,529 | 8,360,765 | ||
Impairment loss on long-lived assets | 2,000,000 | 2,000,000 | ||||
Impairment of goodwill | 0 | 0 | ||||
Income (loss) from operations | (1,828,903) | 459,357 | (658,089) | 1,690,327 | ||
Accounts receivable, net | 2,479,251 | 2,479,251 | 2,261,141 | |||
Property plant and equipment, net | 23,844,950 | 23,844,950 | 25,204,226 | |||
Construction in progress | 1,545,294 | 1,545,294 | 1,860,050 | |||
Intangibles, net | 0 | 0 | 0 | |||
Goodwill | 1,170,511 | 1,170,511 | 1,170,511 | |||
Land held for development | 0 | 0 | 0 | |||
Total assets | 55,710,082 | 55,710,082 | 54,561,577 | |||
Bulk [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 7,429,732 | 7,919,920 | 22,136,086 | 24,489,509 | ||
Cost of revenues | 4,922,162 | 5,661,247 | 14,345,747 | 16,777,236 | ||
Gross profit (loss) | 2,507,570 | 2,258,673 | 7,790,339 | 7,712,273 | ||
General and administrative expenses | 425,000 | 357,995 | 1,302,884 | 1,187,824 | ||
Impairment loss on long-lived assets | 0 | 0 | ||||
Impairment of goodwill | 0 | 0 | ||||
Income (loss) from operations | 2,082,570 | 1,900,678 | 6,487,455 | 6,524,449 | ||
Accounts receivable, net | 11,704,695 | 11,704,695 | 6,231,626 | |||
Property plant and equipment, net | 26,775,210 | 26,775,210 | 28,421,906 | |||
Construction in progress | 257,557 | 257,557 | 68,560 | |||
Intangibles, net | 616,508 | 616,508 | 666,152 | |||
Goodwill | 2,328,526 | 2,328,526 | 2,328,526 | |||
Land held for development | 0 | 0 | 0 | |||
Total assets | 68,433,012 | 68,433,012 | 83,284,439 | |||
Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 1,508,421 | 857,441 | 3,972,403 | 1,151,810 | ||
Cost of revenues | 1,079,027 | 662,201 | 3,004,449 | 1,159,836 | ||
Gross profit (loss) | 429,394 | 195,240 | 967,954 | (8,026) | ||
General and administrative expenses | 1,292,417 | 401,499 | 4,034,026 | 1,493,918 | ||
Impairment loss on long-lived assets | 0 | 0 | ||||
Impairment of goodwill | 1,750,000 | 1,750,000 | ||||
Income (loss) from operations | (2,613,023) | $ (206,259) | (4,816,072) | $ (1,501,944) | ||
Accounts receivable, net | 915,289 | 915,289 | 1,036,249 | |||
Property plant and equipment, net | 2,122,784 | 2,122,784 | 117,038 | |||
Construction in progress | 7,859 | 7,859 | 0 | |||
Intangibles, net | 4,978,052 | 4,978,052 | 105,659 | |||
Goodwill | 6,285,211 | 6,285,211 | 0 | |||
Land held for development | 20,558,424 | 20,558,424 | 20,558,424 | |||
Total assets | $ 39,146,429 | $ 39,146,429 | $ 23,729,010 |
Segment information (Details Te
Segment information (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 567,833 | $ 583,551 | $ 1,714,928 | $ 1,755,123 |
Bulk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 811,741 | 815,994 | 2,480,314 | 2,419,509 |
Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 451,267 | $ 28,976 | $ 1,213,282 | $ 73,924 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to Consolidated Water Co. Ltd. stockholders | $ (1,865,332) | $ 1,775,500 | $ 2,393,642 | $ 5,924,861 |
Less: preferred stock dividends | (2,680) | (2,937) | (8,921) | (9,118) |
Net income (loss) available to common shares in the determination of basic earnings per common share | $ (1,868,012) | $ 1,772,563 | $ 2,384,721 | $ 5,915,743 |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders Plus: | 14,815,248 | 14,749,249 | 14,803,216 | 14,734,799 |
Weighted average number of preferred shares outstanding during the period | 37,719 | 40,194 | 38,516 | 38,510 |
Potential dilutive effect of unexercised options and unvested stock grants | 0 | 12,879 | 98,903 | 14,595 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 14,852,967 | 14,802,322 | 14,940,635 | 14,787,904 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Current assets | $ 5,228,414 | $ 4,323,792 |
Non-current assets | 4,183,483 | 4,682,650 |
Total assets | 9,411,897 | 9,006,442 |
Current liabilities | 359,572 | 584,116 |
Non-current liabilities | 1,777,950 | 1,650,252 |
Total liabilities | $ 2,137,522 | $ 2,234,368 |
Investment in OC-BVI (Details 1
Investment in OC-BVI (Details 1) - Ocean Conversion (Bvi) Ltd [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income attributable to non-controlling interests | ||||
Revenues | $ 965,169 | $ 1,022,510 | $ 2,850,242 | $ 3,118,763 |
Cost of revenues | 540,522 | 552,213 | 1,537,860 | 1,692,640 |
Gross profit | 424,647 | 470,297 | 1,312,382 | 1,426,123 |
General and administrative expenses | 231,750 | 228,472 | 714,483 | 734,270 |
Income from operations | 192,897 | 241,825 | 597,899 | 691,853 |
Other income (expense), net | 62,165 | (56,700) | (15,598) | (153,900) |
Net income | 255,062 | 185,125 | 582,301 | 537,953 |
Income attributable to non-controlling interests | 22,346 | 16,748 | 48,133 | 52,960 |
Net income attributable to controlling interests | $ 232,716 | $ 168,377 | $ 534,168 | $ 484,993 |
Investment in OC-BVI (Details T
Investment in OC-BVI (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 108 Months Ended | ||||||
Jun. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2009USD ($)gal | Dec. 31, 2007USD ($)gal | Dec. 31, 2003USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2012USD ($) | Mar. 04, 2010gal | |
Schedule of Investments [Line Items] | |||||||||||
Equity Method Investments Voting Shares Percentage | 50.00% | 50.00% | |||||||||
Equity Method Investment, Interest In Profit Percentage | 45.00% | 45.00% | |||||||||
Equity Method Investment, Other than Temporary Impairment | $ 875,000 | $ 225,000 | $ 925,000 | $ 810,000 | |||||||
Equity Method Investments | 3,942,869 | 3,942,869 | $ 4,548,271 | ||||||||
Intangible assets, net | 5,594,560 | 5,594,560 | 771,811 | ||||||||
Income (Loss) from Equity Method Investments | 101,301 | 73,294 | 232,523 | 211,117 | |||||||
Profit Loss From Subsidiaries | 38,475 | 28,350 | 87,075 | 76,950 | |||||||
Sales Revenue, Services, Net | 1,508,421 | 857,441 | 3,972,403 | 1,151,810 | |||||||
Due from Related Parties | 70,746 | 70,746 | 91,569 | ||||||||
Baughers Bay Plant [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Litigation Settlement, Amount | $ 11,580,000 | ||||||||||
Plant Value | $ 13,000,000 | ||||||||||
Bar Bay plant [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Assets that comprise Bar Bay plant | $ 4,000,000 | $ 4,000,000 | |||||||||
1990 Agreement [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Cost to Expand Production Capacity of Plant | $ 4,700,000 | ||||||||||
Bar Bay Agreement [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Delivery Terms, Volume of water per day | gal | 600,000 | ||||||||||
Ocean Conversion (BVI) Ltd [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | 43.53% | |||||||||
Equity Method Investments | $ 3,942,869 | $ 3,942,869 | 4,548,271 | ||||||||
Loss Contingency, Damages Awarded, Value | $ 10,400,000 | ||||||||||
Income (Loss) from Equity Method Investments | 101,301 | 73,294 | 232,523 | 211,117 | |||||||
Profit Loss From Subsidiaries | 38,475 | 28,350 | 87,075 | 76,950 | |||||||
Ocean Conversion (BVI) Ltd [Member] | Bar Bay plant [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity Method Investments | 3,900,000 | 3,900,000 | |||||||||
Ocean Conversion (BVI) Ltd [Member] | 1990 Agreement [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Loss Contingency, Damages Sought, Value | $ 4,700,000 | ||||||||||
Ocean Conversion (BVI) Ltd [Member] | Management Service [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Intangible assets, net | 38,052 | 38,052 | $ 105,659 | ||||||||
Sales Revenue, Services, Net | 125,930 | $ 135,023 | 390,280 | $ 399,335 | |||||||
Baughers Bay [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Purchase Price Agreed for Plant Under Agreement | $ 1,420,000 | $ 1,420,000 | $ 1,420,000 | ||||||||
Plant Capacity | gal | 1,700,000 | ||||||||||
Bar Bay [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Plant Capacity | gal | 720,000 |
N.S.C. Agua, S.A. de C.V. (Deta
N.S.C. Agua, S.A. de C.V. (Details Textual) gal in Millions | Oct. 13, 2016MXN | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($) | Nov. 30, 2012USD ($)m² | Feb. 29, 2012USD ($) | May 31, 2010gal | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)gal | Dec. 31, 2015MXNgal | Dec. 31, 2013USD ($)gal | Dec. 31, 2014USD ($) | Aug. 23, 2016USD ($) | Aug. 23, 2016MXN | Dec. 31, 2015MXN |
Schedule of Investments [Line Items] | |||||||||||||||||||
General and administrative expenses | $ 4,528,679 | $ 3,487,967 | $ 13,925,439 | $ 11,042,507 | |||||||||||||||
Assets, Total | 163,289,523 | 163,289,523 | $ 161,575,026 | ||||||||||||||||
Liabilities, Total | 9,915,817 | 9,915,817 | 13,379,921 | ||||||||||||||||
Legal Fees | 18,000 | 357,000 | |||||||||||||||||
Option agreement [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Payments To Enter Option Agreement | $ 300,000 | ||||||||||||||||||
Mexican Tax Authority [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Income Tax Examination, Estimate of Possible Loss | 428,203 | MXN 7,367,875 | |||||||||||||||||
N S C Agua [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | ||||||||||||||||||
Total Percentage Of Ownership Interest In An Acquired Company | 99.90% | ||||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 100 | 100 | |||||||||||||||||
General and administrative expenses | 606,000 | $ 358,000 | 2,248,000 | $ 1,370,000 | |||||||||||||||
Further Required Payment As Compensation For Operation and Maintenance | $ 500,000 | ||||||||||||||||||
Lease Term | 20 years | ||||||||||||||||||
Assets, Total | 21,700,000 | 21,700,000 | 22,000,000 | ||||||||||||||||
Liabilities, Total | $ 321,000 | $ 321,000 | $ 488,000 | ||||||||||||||||
Payments for Compensation for Operation and Maintenance | $ 350,000 | ||||||||||||||||||
Operating Leases, Rent Expense per month | $ 20,000 | ||||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | ||||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | ||||||||||||||||||
Area of Land | m² | 5,000 | ||||||||||||||||||
Payments to Acquire Land | $ 20,600,000 | ||||||||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 485,000,000 | MXN 9,000,000 | |||||||||||||||||
Expected Annual Revenues From Project | $ 55,000,000 | MXN 1,020,000 | |||||||||||||||||
N S C Agua [Member] | First Phase [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | 50 | 50 | ||||||||||||||||
N S C Agua [Member] | Second Phase [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | 50 | 50 | ||||||||||||||||
N S C Agua [Member] | Option agreement [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Repayment of inter-company loan payable | $ 5,700,000 | ||||||||||||||||||
Total Voting Interest Percentage After Conversion Of Loan | 99.90% | ||||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | ||||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | ||||||||||||||||||
N S C Agua [Member] | Mexican Tax Authority [Member] | Letter of Credit [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Irrevocable letter of credit | $ 428,203 | MXN 7,367,875 | |||||||||||||||||
NSA [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | ||||||||||||||||||
Subsequent Event [Member] | N S C Agua [Member] | |||||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||||
Counter Guaranty Fixed Amount | MXN | MXN 300,000 |
Contingencies (Details Textual)
Contingencies (Details Textual) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016USD ($)gal | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)gal | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 29, 2011bbl | |
Commitments And Contingencies [Line Items] | |||||||
Cayman Water Retail Operations, Percentage Of Gross Profit | 52.00% | 57.00% | 55.00% | 58.00% | |||
Cayman Water Retail Operations, Percentage Of Revenue | 38.00% | 39.00% | 40.00% | 41.00% | |||
Operating Income (Loss) | $ (2,359,356) | $ 2,153,776 | $ 1,013,294 | $ 6,712,832 | |||
Royalty Percentage | 7.50% | 7.50% | |||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | $ 549,555 | $ 549,555 | $ 533,565 | ||||
Impairment of Long-Lived Assets Held-for-use | 2,000,000 | 0 | 2,000,000 | 0 | |||
Foreign Currency Transaction Gain (Loss), before Tax | 1,734 | (388,456) | 92,030 | (660,989) | |||
Cash and Cash Equivalents, at Carrying Value, Total | 37,092,112 | 40,766,125 | 37,092,112 | 40,766,125 | 44,792,734 | $ 35,713,689 | |
Accounts Receivable, Net, Current, Total | 15,099,235 | 15,099,235 | 9,529,016 | ||||
Cw Belize [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Delivery Terms, Volume of water per day | bbl | 450,000 | ||||||
CW-Bahamas Windsor Plant [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Revenue, Net | $ 1,300,000 | 1,500,000 | $ 4,000,000 | 4,500,000 | |||
Delivery Terms Volume Of Water Per Week | gal | 16,800,000 | 16,800,000 | |||||
CW Bali [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Plant Capacity | gal | 790,000 | 790,000 | |||||
Operating Income (Loss) | $ (2,100,000) | (80,000) | $ (2,400,000) | (383,000) | |||
Translation Adjustment Functional to Reporting Currency, Net of Tax | 549,555 | 549,555 | |||||
Asset Impairment Charges | 2,000,000 | 2,000,000 | |||||
Net Assets | 1,510,000 | 1,510,000 | |||||
Impairment of Long-Lived Assets Held-for-use | 2,000,000 | ||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 2,100,000 | 2,100,000 | |||||
Foreign Currency Transaction Gain (Loss), before Tax | 28,000 | $ (309,000) | 202,000 | $ (542,000) | |||
CW Bali [Member] | Indonesia, Rupiahs | |||||||
Commitments And Contingencies [Line Items] | |||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | (549,555) | (549,555) | $ (533,565) | ||||
Cash and Cash Equivalents, at Carrying Value, Total | 20,000 | 20,000 | |||||
Accounts Receivable, Net, Current, Total | 37,000 | 37,000 | |||||
Accounts Payable, Current | $ 35,000 | $ 35,000 |