Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 14,889,865 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 36,532,545 | $ 39,254,116 |
Accounts receivable, net | 22,614,301 | 16,500,798 |
Inventory | 3,450,803 | 2,305,879 |
Prepaid expenses and other current assets | 1,353,451 | 1,096,200 |
Current portion of loans receivable | 1,495,831 | 1,633,588 |
Costs and estimated earnings in excess of billings | 340,890 | 85,211 |
Total current assets | 65,787,821 | 60,875,792 |
Property, plant and equipment, net | 52,077,467 | 53,084,105 |
Construction in progress | 2,383,813 | 885,494 |
Inventory, non-current | 4,648,972 | 4,606,088 |
Loans receivable | 1,793,773 | 2,135,428 |
Investment in OC-BVI | 2,987,371 | 4,086,630 |
Intangible assets, net | 4,820,078 | 5,195,476 |
Goodwill | 9,784,248 | 9,784,248 |
Land held for development | 20,558,424 | 20,558,424 |
Other assets | 2,341,156 | 2,392,843 |
Total assets | 167,183,123 | 163,604,528 |
Current liabilities | ||
Accounts payable and other current liabilities | 5,414,306 | 4,898,908 |
Dividends payable | 1,188,858 | 1,187,214 |
Notes payable to related party | 882,000 | 490,000 |
Billings in excess of costs and estimated earnings | 1,470,978 | 102,966 |
Total current liabilities | 8,956,142 | 6,679,088 |
Deferred tax liability | 1,775,544 | 1,915,241 |
Other liabilities | 739,827 | 904,827 |
Total liabilities | 11,471,513 | 9,499,156 |
Commitments and contingencies | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 35,225 and 35,225 shares, respectively | 21,135 | 21,135 |
Additional paid-in capital | 85,755,874 | 85,621,033 |
Retained earnings | 53,101,810 | 51,589,337 |
Cumulative translation adjustment | (549,555) | (549,555) |
Total Consolidated Water Co. Ltd. stockholders' equity | 147,262,962 | 145,604,948 |
Non-controlling interests | 8,448,648 | 8,500,424 |
Total equity | 155,711,610 | 154,105,372 |
Total liabilities and equity | 167,183,123 | 163,604,528 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 8,933,698 | 8,922,998 |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 35,225 | 35,225 |
Redeemable preferred stock, outstanding | 35,225 | 35,225 |
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 | 14,889,497 | 14,871,664 |
Common stock, outstanding | 14,889,497 | 14,871,664 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Retail revenues | $ 6,476,604 | $ 5,970,238 |
Bulk revenues | 7,690,402 | 7,265,293 |
Services revenues | 130,252 | 180,712 |
Manufacturing revenues | 1,379,848 | 618,529 |
Total revenues | 15,677,106 | 14,034,772 |
Cost of retail revenues | 2,684,286 | 2,629,674 |
Cost of bulk revenues | 5,015,789 | 4,610,324 |
Cost of services revenues | 102,166 | 197,275 |
Cost of manufacturing revenues | 1,041,297 | 420,468 |
Total cost of revenues | 8,843,538 | 7,857,741 |
Gross profit | 6,833,568 | 6,177,031 |
General and administrative expenses | 4,797,192 | 4,460,986 |
Income from operations | 2,036,376 | 1,716,045 |
Other income (expense): | ||
Interest income | 122,191 | 216,835 |
Interest expense | (2,223) | (64,046) |
Profit sharing income from OC-BVI | 10,125 | 34,425 |
Equity in earnings of OC-BVI | 26,866 | 45,364 |
Impairment loss on investment in OC-BVI | 0 | (50,000) |
Unrealized gain on put/call options | 165,000 | 0 |
Other | 81,420 | 206,979 |
Other income, net | 403,379 | 389,557 |
Income before income taxes | 2,439,755 | 2,105,602 |
Provision for (benefit from) income taxes | (139,697) | (73,269) |
Net income | 2,579,452 | 2,178,871 |
Income (loss) attributable to non-controlling interests | (51,776) | 124,230 |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,631,228 | $ 2,054,641 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | $ 0.18 | $ 0.14 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 0.18 | 0.14 |
Dividends declared per common share | $ 0.075 | $ 0.075 |
Weighted average number of common shares used in the determination of: | ||
Basic earnings per share | 14,871,862 | 14,783,380 |
Diluted earnings per share | 15,035,219 | 14,864,125 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 2,579,452 | $ 2,178,871 |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 0 | (3,175) |
Total other comprehensive income (loss) | 0 | (3,175) |
Comprehensive income | 2,579,452 | 2,175,696 |
Comprehensive income (loss) attributable to non-controlling interests | (51,776) | 124,071 |
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,631,228 | $ 2,051,625 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net cash used in operating activities | $ (1,855,742) | $ (356,645) |
Cash flows from investing activities | ||
Additions to property, plant and equipment and construction in progress | (1,766,007) | (954,671) |
Proceeds from sale of equipment | 9,627 | 15,000 |
Distribution of earnings from OC-BVI | 1,136,250 | 0 |
Acquisition of Aerex, net of cash acquired | 0 | (7,742,853) |
Collections on loans receivable | 479,412 | 449,338 |
Release of cash balance | 0 | 423,405 |
Net cash used in investing activities | (140,718) | (7,809,781) |
Cash flows from financing activities | ||
Dividends paid to CWCO common shareholders | (1,114,469) | (1,107,759) |
Dividends paid to CWCO preferred shareholders | (2,642) | (2,910) |
Repurchase of redeemable preferred stock | 0 | (6,083) |
Proceeds received from exercise of stock options | 0 | 50,420 |
Issuance of note payable to related party | 392,000 | 490,000 |
Repayments of demand loan payable | 0 | (500,000) |
Net cash used in financing activities | (725,111) | (1,076,332) |
Effect of exchange rate changes on cash | 0 | 647 |
Net increase (decrease) in cash and cash equivalents | (2,721,571) | (9,242,111) |
Cash and cash equivalents at beginning of period | 39,254,116 | 44,792,734 |
Cash and cash equivalents at end of period | 36,532,545 | 35,550,623 |
Interest paid in cash | 0 | 32,896 |
Non-cash investing and financing activities | ||
Issuance of 17,833, and 0, respectively, shares of common stock for services rendered | 203,551 | 0 |
Dividends declared but not paid | 1,119,355 | 1,111,795 |
Transfers from inventory to property, plant and equipment and construction in progress | 70,545 | 69,920 |
Transfers from construction in progress to property, plant and equipment | $ 140,499 | $ 83,903 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 17,833 | 0 |
Principal activity
Principal activity | 3 Months Ended |
Mar. 31, 2017 | |
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, the United States and Indonesia. 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, municipal and industrial water production, supply and treatment. |
Accounting policies
Accounting policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Accounting policies The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2017. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. and AdR conduct 65,147 154,409 1.0 Transfers from the Company’s Bahamas and Belize bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and Belize, respectively. As of March 31, 2017, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $ 3.0 5.4 |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 3. Fair value measurements As of March 31, 2017 and December 31, 2016, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, the notes payable to related party and dividends payable approximate their fair values due to the short term maturities of these instruments. Management considers that the carrying amounts for loans receivable as of March 31, 2017 and December 31, 2016 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. March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 515,000 $ 515,000 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 680,000 $ 680,000 The activity for the Level 3 liability for the three months ended March 31, 2017: Net liability arising from put/call options (1) Balance as of December 31, 2016 $ 680,000 Unrealized gain (165,000) Balance as of March 31, 2017 $ 515,000 (1) In connection with the Company’s acquisition of 51 49 |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 4. Segment information The Company has four reportable segments: retail, bulk, services and manufacturing. The retail segment primarily 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. The bulk segment supplies potable water to government utilities in Grand Cayman, The Bahamas and Belize under long-term contracts. The services segment provides desalination plant management and operating services to affiliated companies and designs, constructs and sells desalination plants to third parties. The manufacturing segment manufactures and services a wide range of water-related products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. The manufacturing 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 three business segments. The accounting policies of the segments are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income from operations. All intercompany transactions are eliminated for segment presentation purposes. Three Months Ended March 31, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,476,604 $ 7,690,402 $ 130,252 $ 1,379,848 $ 15,677,106 Cost of revenues 2,684,286 5,015,789 102,166 1,041,297 8,843,538 Gross profit 3,792,318 2,674,613 28,086 338,551 6,833,568 General and administrative expenses 3,012,860 301,076 743,406 739,850 4,797,192 Income (loss) from operations $ 779,458 $ 2,373,537 $ (715,320) $ (401,299) 2,036,376 Other income, net 403,379 Income before income taxes 2,439,755 Provision for (benefit from) income taxes (139,697) Net income 2,579,452 Loss attributable to non-controlling interests (51,776) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,631,228 Depreciation and amortization expenses for the three months ended March 31, 2017 for the retail, bulk, services and manufacturing segments were $ 509,820 826,779 22,019 406,489 Three Months Ended March 31, 2016 Retail Bulk Services Manufacturing Total Revenues $ 5,970,238 $ 7,265,293 $ 180,712 $ 618,529 $ 14,034,772 Cost of revenues 2,629,674 4,610,324 197,275 420,468 7,857,741 Gross profit (loss) 3,340,564 2,654,969 (16,563) 198,061 6,177,031 General and administrative expenses 2,897,861 435,896 806,574 320,655 4,460,986 Income (loss) from operations $ 442,703 $ 2,219,073 $ (823,137) $ (122,594) 1,716,045 Other income, net 389,557 Income before income taxes 2,105,602 Provision for (benefit from) income taxes (73,269) Net income 2,178,871 Income attributable to non-controlling interests 124,230 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,054,641 Depreciation and amortization expenses for the three months ended March 31, 2016 for the retail, bulk, services and manufacturing segments were $ 587,726 827,389 29,038 210,669 As of March 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,481,075 $ 16,977,316 $ 776,733 $ 2,379,177 $ 22,614,301 Property plant and equipment, net $ 24,528,063 $ 25,424,192 $ 110,282 $ 2,014,930 $ 52,077,467 Construction in progress $ 153,740 $ 2,221,068 $ 1,105 $ 7,900 $ 2,383,813 Intangibles, net $ - $ 583,411 $ - $ 4,236,667 $ 4,820,078 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 $ 54,104,920 $ 70,559,269 $ 25,462,905 $ 17,056,029 $ 167,183,123 As of December 31, 2016 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,646,628 $ 12,692,714 $ 629,930 $ 531,526 $ 16,500,798 Property plant and equipment, net $ 24,890,031 $ 26,124,724 $ 91,030 $ 1,978,320 $ 53,084,105 Construction in progress $ 134,392 $ 743,296 $ - $ 7,806 $ 885,494 Intangibles, net $ - $ 599,960 $ 15,516 $ 4,580,000 $ 5,195,476 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 6,285,211 $ 9,784,248 Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424 Total assets $ 54,303,011 $ 68,663,628 $ 33,594,855 $ 7,043,034 $ 163,604,528 |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 5. 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 as computed under the treasury stock method. Three Months Ended March 31, 2017 2016 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,631,228 $ 2,054,641 Less: preferred stock dividends (2,642) (2,850) Net income available to common shares in the determination of basic earnings per common share $ 2,628,586 $ 2,051,791 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,871,862 14,783,380 Plus: Weighted average number of preferred shares outstanding during the period 35,225 38,584 Potential dilutive effect of unexercised options and unvested stock grants 128,132 42,161 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,035,219 14,864,125 |
Investment in OC-BVI
Investment in OC-BVI | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 6. Investment in OC-BVI The Company owns 50 43.53 45 The Company’s equity investment in OC-BVI amounted to $ 2,987,371 4,086,630 OC-BVI sells water produced by a desalination plant with a capacity of 720,000 600,000 March 31, December 31, 2017 2016 Current assets $ 3,490,483 $ 5,627,414 Non-current assets 3,748,398 3,963,242 Total assets $ 7,238,881 $ 9,590,656 March 31, December 31, 2017 2016 Current liabilities $ 264,606 $ 197,673 Non-current liabilities 1,267,650 1,854,900 Total liabilities $ 1,532,256 $ 2,052,573 Three Months Ended March 31, 2017 2016 Revenues $ 819,482 $ 936,884 Cost of revenues 548,527 484,639 Gross profit 270,955 452,245 General and administrative expenses 197,563 260,542 Income from operations 73,392 191,703 Other income (expense), net 7,650 (68,850) Net income 81,042 122,853 Income attributable to non-controlling interests 19,326 18,641 Net income attributable to controlling interests $ 61,716 $ 104,212 Balance as of December 31, 2016 $ 4,086,630 Profit sharing and equity from earnings of OC-BVI 36,991 Distributions received from OC-BVI (1,136,250) Balance as of March 31, 2017 $ 2,987,371 The Company recognized $ 26,866 45,364 10,125 34,425 For the three months ended March 31, 2017 and 2016, the Company recognized $ 130,252 138,756 66,142 54,559 0 15,500 Baughers Bay Litigation Through March 2010, OC-BVI supplied water to the BVI government from a plant located at Baughers Bay, Tortola, under the terms of a water supply agreement dated May 1990 (the “1990 Agreement”) with an initial seven-year term that expired in May 1999. The 1990 Agreement provided that such agreement would automatically be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration, of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $ 1.42 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, awarding ownership of the Baughers Bay plant to the BVI government without compensation to OC-BVI and awarding OC-BVI payments from the BVI government for the water supplied from the plant at rates deemed appropriate by the Court. Both OC-BVI and the BVI subsequently filed appeals with the Eastern Caribbean Court of Appeals (the “Appellate Court”) asking the Appellate Court to review certain rulings by the Court with respect to this litigation. In March 2010, OC-BVI vacated the Baughers Bay plant and the BVI government assumed direct responsibility for the plant’s operations pursuant to the Court ruling. In June 2012, the Appellate Court issued the final ruling with respect to the Baughers Bay litigation. This ruling upheld the previous ruling of the Court with one exception: the Appellate Court awarded OC-BVI compensation for improvements made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred possession of the plant to the BVI government and (ii) $ 1.42 OC-BVI and the BVI government engaged a mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the final valuation report from this valuation expert, which set forth a value for the Baughers Bay plant of $ 13.0 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. While a quoted market price for OC-BVI’s stock is not available, due to the uncertainties (specifically the Baughers Bay litigation and the possible expiration without renewal of the Bar Bay agreement) associated with OC-BVI’s future cash flows, the Company tested the carrying value of its investment in OC-BVI (which exceeded the Company’s proportionate share of OC-BVI’s net assets by an amount accounted for as goodwill) for impairment in 2016 and prior years. The Company estimated the fair value of its investment in OC-BVI through the use of the discounted cash flow method, which relies upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required the Company to estimate OC-BVI’s future cash flows from its Bar Bay plant and the resolution of the Baughers Bay litigation. The Company estimated OC-BVI’s cash flows from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the scheduled expiration of the Bar Bay agreement in March 2017; (ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. The Company similarly estimated the cash flows OC-BVI would receive from the BVI government in connection with the Court and Appellate Court rulings on the Baughers Bay litigation by assigning probabilities to different scenarios. The resulting probability-weighted sum represented the Company’s best estimate of future cash flows to be generated by OC-BVI. The identification of the possible scenarios for the Bar Bay plant and the Baughers Bay litigation, the projections of cash flows for each scenario, and the assignment of relative probabilities to each scenario all represented significant estimates made by the Company. While the Company used its best judgment in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by the Company’s management over time based upon new information or changes in circumstances. After updating its probability-weighted estimates of OC-BVI’s future cash flows and its resulting estimate of the fair value of its investment in OC-BVI, the Company recorded an impairment loss of $ 50,000 875,000 As of March 31, 2017, the amount of the Company’s proportionate share ( 43.53 30,000 |
N.S.C. Agua, S.A. de C.V.
N.S.C. Agua, S.A. de C.V. | 3 Months Ended |
Mar. 31, 2017 | |
Investments In and Advances To Affiliates, Schedule Of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 7. 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 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 20.6 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 APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan ; and (ii) that the Project should proceed and the required public tender should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 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 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. As of March 31, 2017 and December 31, 2016, NSC owned 99.6 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 50 50 The total Project cost is expected to be approximately 9 463 1.02 52 The APP Contract does not become effective until the following conditions are met: · the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project; · the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use; · various agreements between the CEA, the payment trusts and the CESPT have been executed; · AdR has obtained all rights of ways required for the Phase 1 aqueduct; · AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and · all equity and debt financing agreements necessary to provide the funding to AdR for the first phase of the Project have been executed. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have declined since the U.S. Presidential election in November 2016. These changes have adversely impacted the estimated construction, operating, and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff, it may be unable to obtain the debt and equity financing required for the Project. The Company is currently unable to determine whether or not such water tariff increase will be approved. If AdR is ultimately unable to proceed with the Project, the land NSC has purchased may lose its strategic importance as the site for the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land for an amount equal to or in excess of its current carrying value of approximately $ 20.6 Included in the Company’s results of operations are general and administrative expenses from NSC and AdR, consisting of organizational, legal, accounting, engineering, consulting and other costs relating to Project development activities. Such expenses amounted to approximately $ 720,000 767,000 21.9 402,000 22.3 221,000 NSC Litigation Immediately following CW-Cooperatief’s acquisition of its initial 50 300,000 1.0 25 5.7 99.9 25 Agreement; and (ii) the Company did not exercise its share purchase option by February 7, 2014. The Company exercised its option and paid the $ 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 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. The Company incurred legal fees in connection with this litigation of $ 0 196,000 The Company cannot presently determine the outcome of this litigation. However, such litigation could adversely impact the Company’s efforts to complete the Project. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. Contingencies Cayman Water 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 March 31, 2017 and 2016, the Company generated approximately 41 42 56 56 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 on the basis that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. 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. The hearing for this judicial review was held in April 2014 and in June 2014 the Court issued its ruling which was limited to the determination 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. In November 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 RCAM license draft; and (v) the principle of subsidization of residential customer rates by commercial customer rates would continue under a new license. In March 2015, the Company received a letter from the Minister of Works with the following responses to the Company’s November 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 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. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OFREG”). OFREG is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services, and promoting competition. OFREG has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector from the WAC to OFREG. OFREG began operations in January 2017 and the Company has been advised by the WAC that they are presently coordinating with OFREG to transfer responsibility for the Company’s license negotiations from the WAC to OFREG. The Company cannot presently determine the impact of OFREG on its retail license negotiations. The Company is presently unable to determine what impact the resolution of its retail license negotiations will have on its cash flows, financial condition or results of operations but such resolution could result in a material reduction of the operating income and cash flows the Company has historically generated from its retail operations 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. 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 CW-Bali Through its subsidiary CW-Bali, the Company has built and presently operates a seawater reverse osmosis plant with a production capacity of approximately 790,000 Three Months ended March 31, 2017 2016 Revenues $ 27,654 $ 26,978 Loss from operations (79,667) (146,625) Net (loss) income (79,849) 14,685 Depreciation 23,583 75,182 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. 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 in the coming months, 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, the Company may cease CW-Bali’s operations. 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 March 31, 2017 totaled $ 1.8 1.2 549,555 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 $ 0 161,248 549,555 This change in functional currency was applied on a prospective basis, and therefore, the cumulative translation adjustment of ($ 549,555 IDR; and (ii) foreign currency re-measurements associated with monetary assets and liabilities denominated in IDR. Such balances include IDR-denominated cash and accounts payable, which cash amounted to approximately $ 15,000 28,000 7,000 7,000 CW-Bahamas CW-Bahamas’ water supply agreements with the Water and Sewerage Corporation of the Bahamas ("WSC") for its Blue Hills and Windsor plants require CW-Bahamas to guarantee delivery of a minimum quantity of water per week. If CW-Bahamas does not meet these minimums, it will be required to pay the WSC for the difference between the minimum and actual gallons delivered at a per gallon rate equal to the price per gallon that WSC is currently paying under the respective agreement. The Blue Hills and Windsor agreements require CW-Bahamas to deliver 63.0 and 16.8 Aerex Put/Call Options In connection with the Company’s acquisition of 51 49 515,000 $ 680,000 |
Impact of recent accounting sta
Impact of recent accounting standards | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes In Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 9. Impact of recent accounting standards Adoption of new accounting standards: 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 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, 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, In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same as ASU 2015-14 discussed above. The Company is currently evaluating the effect the adoption of these standards will have on the Company’s consolidated financial statements. 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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. 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) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation: The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2017. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency: and AdR conduct 65,147 154,409 |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income: |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents: 1.0 Transfers from the Company’s Bahamas and Belize bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas and Belize, respectively. As of March 31, 2017, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $ 3.0 5.4 |
Reclassification, Policy [Policy Text Block] | Comparative amounts: |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
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 March 31, 2017 and December 31, 2016: March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 515,000 $ 515,000 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 680,000 $ 680,000 |
Fair Value Measurements, Nonrecurring [Table Text Block] | Net liability arising from put/call options (1) Balance as of December 31, 2016 $ 680,000 Unrealized gain (165,000) Balance as of March 31, 2017 $ 515,000 (1) In connection with the Company’s acquisition of 51 49 |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins. Three Months Ended March 31, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,476,604 $ 7,690,402 $ 130,252 $ 1,379,848 $ 15,677,106 Cost of revenues 2,684,286 5,015,789 102,166 1,041,297 8,843,538 Gross profit 3,792,318 2,674,613 28,086 338,551 6,833,568 General and administrative expenses 3,012,860 301,076 743,406 739,850 4,797,192 Income (loss) from operations $ 779,458 $ 2,373,537 $ (715,320) $ (401,299) 2,036,376 Other income, net 403,379 Income before income taxes 2,439,755 Provision for (benefit from) income taxes (139,697) Net income 2,579,452 Loss attributable to non-controlling interests (51,776) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,631,228 Depreciation and amortization expenses for the three months ended March 31, 2017 for the retail, bulk, services and manufacturing segments were $ 509,820 826,779 22,019 406,489 Three Months Ended March 31, 2016 Retail Bulk Services Manufacturing Total Revenues $ 5,970,238 $ 7,265,293 $ 180,712 $ 618,529 $ 14,034,772 Cost of revenues 2,629,674 4,610,324 197,275 420,468 7,857,741 Gross profit (loss) 3,340,564 2,654,969 (16,563) 198,061 6,177,031 General and administrative expenses 2,897,861 435,896 806,574 320,655 4,460,986 Income (loss) from operations $ 442,703 $ 2,219,073 $ (823,137) $ (122,594) 1,716,045 Other income, net 389,557 Income before income taxes 2,105,602 Provision for (benefit from) income taxes (73,269) Net income 2,178,871 Income attributable to non-controlling interests 124,230 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,054,641 Depreciation and amortization expenses for the three months ended March 31, 2016 for the retail, bulk, services and manufacturing segments were $ 587,726 827,389 29,038 210,669 As of March 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,481,075 $ 16,977,316 $ 776,733 $ 2,379,177 $ 22,614,301 Property plant and equipment, net $ 24,528,063 $ 25,424,192 $ 110,282 $ 2,014,930 $ 52,077,467 Construction in progress $ 153,740 $ 2,221,068 $ 1,105 $ 7,900 $ 2,383,813 Intangibles, net $ - $ 583,411 $ - $ 4,236,667 $ 4,820,078 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 $ 54,104,920 $ 70,559,269 $ 25,462,905 $ 17,056,029 $ 167,183,123 As of December 31, 2016 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,646,628 $ 12,692,714 $ 629,930 $ 531,526 $ 16,500,798 Property plant and equipment, net $ 24,890,031 $ 26,124,724 $ 91,030 $ 1,978,320 $ 53,084,105 Construction in progress $ 134,392 $ 743,296 $ - $ 7,806 $ 885,494 Intangibles, net $ - $ 599,960 $ 15,516 $ 4,580,000 $ 5,195,476 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 6,285,211 $ 9,784,248 Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424 Total assets $ 54,303,011 $ 68,663,628 $ 33,594,855 $ 7,043,034 $ 163,604,528 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: Three Months Ended March 31, 2017 2016 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,631,228 $ 2,054,641 Less: preferred stock dividends (2,642) (2,850) Net income available to common shares in the determination of basic earnings per common share $ 2,628,586 $ 2,051,791 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,871,862 14,783,380 Plus: Weighted average number of preferred shares outstanding during the period 35,225 38,584 Potential dilutive effect of unexercised options and unvested stock grants 128,132 42,161 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,035,219 14,864,125 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | March 31, December 31, 2017 2016 Current assets $ 3,490,483 $ 5,627,414 Non-current assets 3,748,398 3,963,242 Total assets $ 7,238,881 $ 9,590,656 March 31, December 31, 2017 2016 Current liabilities $ 264,606 $ 197,673 Non-current liabilities 1,267,650 1,854,900 Total liabilities $ 1,532,256 $ 2,052,573 Three Months Ended March 31, 2017 2016 Revenues $ 819,482 $ 936,884 Cost of revenues 548,527 484,639 Gross profit 270,955 452,245 General and administrative expenses 197,563 260,542 Income from operations 73,392 191,703 Other income (expense), net 7,650 (68,850) Net income 81,042 122,853 Income attributable to non-controlling interests 19,326 18,641 Net income attributable to controlling interests $ 61,716 $ 104,212 Balance as of December 31, 2016 $ 4,086,630 Profit sharing and equity from earnings of OC-BVI 36,991 Distributions received from OC-BVI (1,136,250) Balance as of March 31, 2017 $ 2,987,371 |
Contingencies (Tables)
Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Financial Results [Table Text Block] | Three Months ended March 31, 2017 2016 Revenues $ 27,654 $ 26,978 Loss from operations (79,667) (146,625) Net (loss) income (79,849) 14,685 Depreciation 23,583 75,182 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Accounting Policies [Line Items] | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 65,147 | $ 154,409 | |
Certificates of Deposit [Member] | |||
Accounting Policies [Line Items] | |||
Cash Equivalents, at Carrying Value | 1,000,000 | $ 1,000,000 | |
BELIZE | |||
Accounting Policies [Line Items] | |||
Deposits held in foreign bank | 5,400,000 | ||
BAHAMAS | |||
Accounting Policies [Line Items] | |||
Deposits held in foreign bank | $ 3,000,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | |
Recurring | |||
Net liability arising from put/call options | [1] | $ 515,000 | $ 680,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Recurring | |||
Net liability arising from put/call options | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Recurring | |||
Net liability arising from put/call options | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Recurring | |||
Net liability arising from put/call options | $ 515,000 | $ 680,000 | |
[1] | In connection with the Company’s acquisition of 51% of Aerex in February 2016, the Company acquired from Aerex’s former sole shareholder an option to compel such shareholder to sell, and granted to such shareholder an option to require the Company to purchase, the shareholder’s remaining 49% ownership interest in Aerex at a price based upon the fair value of Aerex at the time of the exercise of the option. The options are exercisable on or after the third anniversary of the February 2016 acquisition date. The net liability arising from the put/call options is included in other liabilities in the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016. |
Fair value measurements (Deta26
Fair value measurements (Details 1) | 3 Months Ended | |
Mar. 31, 2017USD ($) | [1] | |
Net liability arising from put/call options | ||
Balance as of December 31, 2016 | $ 680,000 | |
Unrealized gain | (165,000) | |
Balance as of March 31, 2017 | $ 515,000 | |
[1] | In connection with the Company’s acquisition of 51% of Aerex in February 2016, the Company acquired from Aerex’s former sole shareholder an option to compel such shareholder to sell, and granted to such shareholder an option to require the Company to purchase, the shareholder’s remaining 49% ownership interest in Aerex at a price based upon the fair value of Aerex at the time of the exercise of the option. The options are exercisable on or after the third anniversary of the February 2016 acquisition date. The net liability arising from the put/call options is included in other liabilities in the accompanying condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016. |
Fair value measurements (Deta27
Fair value measurements (Details Textual) - Aerex Industries Inc [Member] | Feb. 29, 2016 |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 15,677,106 | $ 14,034,772 | |
Cost of revenues | 8,843,538 | 7,857,741 | |
Gross profit (loss) | 6,833,568 | 6,177,031 | |
General and administrative expenses | 4,797,192 | 4,460,986 | |
Income (loss) from operations | 2,036,376 | 1,716,045 | |
Other income, net | 403,379 | 389,557 | |
Income before income taxes | 2,439,755 | 2,105,602 | |
Provision for (benefit from) income taxes | (139,697) | (73,269) | |
Net income | 2,579,452 | 2,178,871 | |
Income (Loss) attributable to non-controlling interests | (51,776) | 124,230 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | 2,631,228 | 2,054,641 | |
Accounts receivable, net | 22,614,301 | $ 16,500,798 | |
Property plant and equipment, net | 52,077,467 | 53,084,105 | |
Construction in progress | 2,383,813 | 885,494 | |
Intangibles, net | 4,820,078 | 5,195,476 | |
Goodwill | 9,784,248 | 9,784,248 | |
Land held for development | 20,558,424 | 20,558,424 | |
Total assets | 167,183,123 | 163,604,528 | |
Retail [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 6,476,604 | 5,970,238 | |
Cost of revenues | 2,684,286 | 2,629,674 | |
Gross profit (loss) | 3,792,318 | 3,340,564 | |
General and administrative expenses | 3,012,860 | 2,897,861 | |
Income (loss) from operations | 779,458 | 442,703 | |
Accounts receivable, net | 2,481,075 | 2,646,628 | |
Property plant and equipment, net | 24,528,063 | 24,890,031 | |
Construction in progress | 153,740 | 134,392 | |
Intangibles, net | 0 | 0 | |
Goodwill | 1,170,511 | 1,170,511 | |
Land held for development | 0 | 0 | |
Total assets | 54,104,920 | 54,303,011 | |
Bulk [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,690,402 | 7,265,293 | |
Cost of revenues | 5,015,789 | 4,610,324 | |
Gross profit (loss) | 2,674,613 | 2,654,969 | |
General and administrative expenses | 301,076 | 435,896 | |
Income (loss) from operations | 2,373,537 | 2,219,073 | |
Accounts receivable, net | 16,977,316 | 12,692,714 | |
Property plant and equipment, net | 25,424,192 | 26,124,724 | |
Construction in progress | 2,221,068 | 743,296 | |
Intangibles, net | 583,411 | 599,960 | |
Goodwill | 2,328,526 | 2,328,526 | |
Land held for development | 0 | 0 | |
Total assets | 70,559,269 | 68,663,628 | |
Services [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 130,252 | 180,712 | |
Cost of revenues | 102,166 | 197,275 | |
Gross profit (loss) | 28,086 | (16,563) | |
General and administrative expenses | 743,406 | 806,574 | |
Income (loss) from operations | (715,320) | (823,137) | |
Accounts receivable, net | 776,733 | 629,930 | |
Property plant and equipment, net | 110,282 | 91,030 | |
Construction in progress | 1,105 | 0 | |
Intangibles, net | 0 | 15,516 | |
Goodwill | 0 | 0 | |
Land held for development | 20,558,424 | 20,558,424 | |
Total assets | 25,462,905 | 33,594,855 | |
Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,379,848 | 618,529 | |
Cost of revenues | 1,041,297 | 420,468 | |
Gross profit (loss) | 338,551 | ||
General and administrative expenses | 739,850 | 198,061 | |
Income (loss) from operations | (401,299) | 320,655 | |
Other income, net | $ (122,594) | ||
Accounts receivable, net | 2,379,177 | 531,526 | |
Property plant and equipment, net | 2,014,930 | 1,978,320 | |
Construction in progress | 7,900 | 7,806 | |
Intangibles, net | 4,236,667 | 4,580,000 | |
Goodwill | 6,285,211 | 6,285,211 | |
Land held for development | 0 | 0 | |
Total assets | $ 17,056,029 | $ 7,043,034 |
Segment information (Details Te
Segment information (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 509,820 | $ 587,726 |
Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 826,779 | 827,389 |
Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 22,019 | 29,038 |
Manufacturing [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 406,489 | $ 210,669 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,631,228 | $ 2,054,641 |
Less: preferred stock dividends | (2,642) | (2,850) |
Net income available to common shares in the determination of basic earnings per common share | $ 2,628,586 | $ 2,051,791 |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 14,871,862 | 14,783,380 |
Plus: | ||
Weighted average number of preferred shares outstanding during the period | 35,225 | 38,584 |
Potential dilutive effect of unexercised options and unvested stock grants | 128,132 | 42,161 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 15,035,219 | 14,864,125 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Current assets | $ 3,490,483 | $ 5,627,414 |
Non-current assets | 3,748,398 | 3,963,242 |
Total assets | 7,238,881 | 9,590,656 |
Current liabilities | 264,606 | 197,673 |
Non-current liabilities | 1,267,650 | 1,854,900 |
Total liabilities | $ 1,532,256 | $ 2,052,573 |
Investment in OC-BVI (Details 1
Investment in OC-BVI (Details 1) - Ocean Conversion (Bvi) Ltd [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenues | $ 819,482 | $ 936,884 |
Cost of revenues | 548,527 | 484,639 |
Gross profit | 270,955 | 452,245 |
General and administrative expenses | 197,563 | 260,542 |
Income from operations | 73,392 | 191,703 |
Other income (expense), net | 7,650 | (68,850) |
Net income | 81,042 | 122,853 |
Income attributable to non-controlling interests | 19,326 | 18,641 |
Net income attributable to controlling interests | $ 61,716 | $ 104,212 |
Investment in OC-BVI (Details 2
Investment in OC-BVI (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Balance | $ 4,086,630 | |
Profit sharing and equity from earnings of OC-BVI | 36,991 | |
Distributions received from OC-BVI | (1,136,250) | $ 0 |
Balance | $ 2,987,371 |
Investment in OC-BVI (Details T
Investment in OC-BVI (Details Textual) | 3 Months Ended | 12 Months Ended | 108 Months Ended | |||||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2003USD ($) | Feb. 14, 2017gal | Jun. 30, 2016USD ($) | Jun. 30, 2012USD ($) | Mar. 04, 2011gal | May 31, 1999USD ($) | |
Schedule of Investments [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | |||||||||
Equity Method Investments Voting Shares Percentage | 50.00% | |||||||||
Equity Method Investment, Interest In Profit Percentage | 45.00% | |||||||||
Impairment of investment in OC-BVI | $ 0 | $ 50,000 | $ 875,000 | |||||||
Equity Method Investments | 2,987,371 | 4,086,630 | ||||||||
Intangible assets, net | 4,820,078 | 5,195,476 | ||||||||
Income (Loss) from Equity Method Investments | 26,866 | 45,364 | ||||||||
Sales Revenue, Services, Net | 130,252 | 180,712 | ||||||||
Due from Related Parties | $ 66,142 | 54,559 | ||||||||
Baughers Bay Plant [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Plant Value | $ 13,000,000 | |||||||||
Potential Proceeds To Be Received From Litigation Settlement | $ 11,580,000 | |||||||||
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% | |||||||||
Equity Method Investments | $ 2,987,371 | 4,086,630 | ||||||||
Income (Loss) from Equity Method Investments | 26,866 | 45,364 | ||||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 30,000 | |||||||||
Profit Sharing Income From Equity Method Investments | 10,125 | 34,425 | ||||||||
Ocean Conversion (BVI) Ltd [Member] | 1990 Agreement [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Proceeds Damage From BVI Government | $ 4,700,000 | |||||||||
Ocean Conversion (BVI) Ltd [Member] | Management Service [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Intangible assets, net | 0 | $ 15,500 | ||||||||
Sales Revenue, Services, Net | $ 130,252 | $ 138,756 | ||||||||
Baughers Bay [Member] | ||||||||||
Schedule of Investments [Line Items] | ||||||||||
Purchase Price Agreed for Plant Under Agreement | $ 1,420,000 | $ 1,420,000 | ||||||||
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 | Aug. 22, 2016gal | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($) | Nov. 30, 2012USD ($)m² | Feb. 29, 2012USD ($) | May 31, 2010gal | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015gal | Dec. 31, 2014USD ($)ha | Dec. 31, 2014USD ($)ha | Mar. 10, 2017USD ($) | Mar. 10, 2017MXN | Dec. 31, 2016USD ($) | Oct. 31, 2015 |
Schedule of Investments [Line Items] | |||||||||||||||||
General and administrative expenses | $ 4,797,192 | $ 4,460,986 | |||||||||||||||
Assets, Total | 167,183,123 | $ 163,604,528 | |||||||||||||||
Liabilities, Total | 11,471,513 | 9,499,156 | |||||||||||||||
Legal Fees | $ 0 | 196,000 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | ||||||||||||||||
Option agreement [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Payments To Enter Option Agreement | $ 300,000 | ||||||||||||||||
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 | $ 720,000 | $ 767,000 | |||||||||||||||
Lease Term | 20 years | ||||||||||||||||
Assets, Total | 21,900,000 | 22,300,000 | |||||||||||||||
Liabilities, Total | $ 402,000 | $ 221,000 | |||||||||||||||
Operating Leases, Rent Expense, Net | $ 20,000 | ||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | ||||||||||||||||
Area of Land | 5,000 | 20.1 | 20.1 | ||||||||||||||
Payments to Acquire Land | $ 20,600,000 | ||||||||||||||||
Counter Guaranty Fixed Amount | MXN | MXN 300,000 | ||||||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 463,000,000 | MXN 9,000,000,000 | |||||||||||||||
Expected Annual Revenues From Project | $ 52,000,000 | MXN 1,020,000,000 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 99.90% | ||||||||||||||||
N S C Agua [Member] | Aguas de Rosarito S.A.P.I. de C.V [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 99.60% | 99.60% | |||||||||||||||
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 | ||||||||||||||||
NSA [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | ||||||||||||||||
Payments to Acquire Land | $ 20,600,000 |
Contingencies (Details)
Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 15,677,106 | $ 14,034,772 | |||
Loss from operations | 2,036,376 | 1,716,045 | |||
Net (loss) income | 2,631,228 | 2,054,641 | |||
CW Bali [Member] | |||||
Revenues | 27,654 | 26,978 | |||
Loss from operations | (79,667) | (146,625) | $ (2,500,000) | $ (861,000) | $ (586,000) |
Net (loss) income | (79,849) | 14,685 | |||
Depreciation | $ 23,583 | $ 75,182 |
Contingencies (Details Textual)
Contingencies (Details Textual) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017USD ($)gal | Sep. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 29, 2016 | Jun. 29, 2011gal | |
Commitments And Contingencies [Line Items] | ||||||||
Royalty Payment Percentage | 7.50% | |||||||
Cayman Water Retail Operations, Percentage Of Gross Profit | 56.00% | 56.00% | ||||||
Cayman Water Retail Operations, Percentage Of Revenue | 41.00% | 42.00% | ||||||
Operating Income (Loss) | $ 2,036,376 | $ 1,716,045 | ||||||
Foreign Currency Transaction Gain (Loss), before Tax | 65,147 | 154,409 | ||||||
Cash and Cash Equivalents, at Carrying Value, Total | 36,532,545 | 35,550,623 | $ 39,254,116 | $ 44,792,734 | ||||
Derivative Liability | 515,000 | 680,000 | ||||||
Aerex Industries Inc [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||||||
Indonesia, Rupiahs | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Cash and Cash Equivalents, at Carrying Value, Total | 15,000 | 28,000 | ||||||
Accounts Payable, Current | $ 7,000 | 7,000 | ||||||
Cw Belize [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Delivery Terms, Volume of water per day | gal | 450,000 | |||||||
CW Bali [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Plant Capacity | gal | 790,000 | |||||||
Operating Income (Loss) | $ (79,667) | (146,625) | $ (2,500,000) | $ (861,000) | $ (586,000) | |||
Foreign Currency Transaction Gain (Loss), before Tax | 0 | 161,248 | ||||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | 549,555 | $ 549,555 | $ 549,555 | |||||
Net Assets | 1,200,000 | |||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,800,000 | |||||||
CW Bali [Member] | Indonesia, Rupiahs | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Impairment of Long-Lived Assets Held-for-use | $ 2,000,000 | |||||||
Blue Hills Agreements [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Delivery Terms Volume Of Water Per Week | gal | 63,000,000 | |||||||
Windsor Agreements [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Delivery Terms Volume Of Water Per Week | gal | 16,800,000 |