Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 | 14,900,724 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 45,950,954 | $ 39,126,214 |
Accounts receivable, net | 14,091,119 | 16,480,639 |
Inventory | 3,057,218 | 1,985,006 |
Prepaid expenses and other current assets | 1,330,580 | 1,084,155 |
Current portion of loans receivable | 1,355,824 | 1,633,588 |
Costs and estimated earnings in excess of billings | 543,893 | 85,211 |
Current assets of discontinued operations | 154,331 | 480,979 |
Total current assets | 66,483,919 | 60,875,792 |
Property, plant and equipment, net | 50,463,135 | 52,471,537 |
Construction in progress | 2,804,958 | 885,494 |
Inventory, non-current | 4,497,027 | 4,558,816 |
Loans receivable | 1,446,541 | 2,135,428 |
Investment in OC-BVI | 2,949,547 | 4,086,630 |
Intangible assets, net | 4,468,530 | 5,195,476 |
Goodwill | 9,784,248 | 9,784,248 |
Land held for development | 20,558,424 | 20,558,424 |
Other assets | 2,183,317 | 2,280,519 |
Long-term assets of discontinued operations | 154,501 | 772,164 |
Total assets | 165,794,147 | 163,604,528 |
Current liabilities | ||
Accounts payable and other current liabilities | 4,878,489 | 4,840,387 |
Dividends payable | 1,189,786 | 1,187,214 |
Notes payable to related party | 392,000 | 490,000 |
Billings in excess of costs and estimated earnings | 1,396,426 | 102,966 |
Current liabilities of discontinued operations | 55,329 | 58,521 |
Total current liabilities | 7,912,030 | 6,679,088 |
Deferred tax liability | 1,639,096 | 1,915,241 |
Other liabilities | 752,828 | 904,827 |
Total liabilities | 10,303,954 | 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 45,087 and 35,225 shares, respectively | 27,052 | 21,135 |
Additional paid-in capital | 85,926,072 | 85,621,033 |
Retained earnings | 52,606,237 | 51,589,337 |
Cumulative translation adjustment | (549,555) | (549,555) |
Total Consolidated Water Co. Ltd. stockholders' equity | 146,943,725 | 145,604,948 |
Non-controlling interests | 8,546,468 | 8,500,424 |
Total equity | 155,490,193 | 154,105,372 |
Total liabilities and equity | 165,794,147 | 163,604,528 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 8,933,919 | 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 | Jun. 30, 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 | 45,087 | 35,225 |
Redeemable preferred stock, outstanding | 45,087 | 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 | 14,889,865 | 14,871,664 |
Common stock, outstanding | 14,889,865 | 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 | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Retail revenues | $ 6,029,449 | $ 6,273,400 | $ 12,478,399 | $ 12,216,660 |
Bulk revenues | 8,043,921 | 7,441,061 | 15,734,323 | 14,706,354 |
Services revenues | 119,204 | 403,935 | 249,456 | 584,647 |
Manufacturing revenues | 1,056,047 | 1,260,806 | 2,435,895 | 1,879,335 |
Total revenues | 15,248,621 | 15,379,202 | 30,898,073 | 29,386,996 |
Cost of retail revenues | 2,659,066 | 2,555,545 | 5,278,713 | 5,065,540 |
Cost of bulk revenues | 5,152,212 | 4,813,261 | 10,168,001 | 9,423,585 |
Cost of services revenues | 103,753 | 272,537 | 205,919 | 469,813 |
Cost of manufacturing revenues | 847,760 | 1,035,142 | 1,889,057 | 1,455,609 |
Total cost of revenues | 8,762,791 | 8,676,485 | 17,541,690 | 16,414,547 |
Gross profit | 6,485,830 | 6,702,717 | 13,356,383 | 12,972,449 |
General and administrative expenses | 4,960,170 | 4,888,794 | 9,714,680 | 9,295,856 |
Income from operations | 1,525,660 | 1,813,923 | 3,641,703 | 3,676,593 |
Other income (expense): | ||||
Interest income | 108,821 | 158,085 | 230,893 | 374,843 |
Interest expense | (7,939) | (30,323) | (10,162) | (94,369) |
Profit sharing income from OC-BVI | 0 | 14,175 | 10,125 | 48,600 |
Equity in the earnings (losses) of OC-BVI | (37,824) | 85,858 | (10,958) | 131,222 |
Impairment loss on investment in OC-BVI | 0 | 0 | 0 | (50,000) |
Unrealized gain (loss) on put/call options | (13,000) | 0 | 152,000 | 0 |
Other | (28,530) | 176,383 | 53,191 | 222,129 |
Other income, net | 21,528 | 404,178 | 425,089 | 632,425 |
Income before income taxes | 1,547,188 | 2,218,101 | 4,066,792 | 4,309,018 |
Benefit from income taxes | (136,448) | (170,393) | (276,145) | (243,662) |
Net income from continuing operations before non-controlling interests | 1,683,636 | 2,388,494 | 4,342,937 | 4,552,680 |
Income (loss) from continuing operations attributable to non-controlling interests | (8,354) | 48,544 | (56,146) | 172,040 |
Net income from continuing operations | 1,691,990 | 2,339,950 | 4,399,083 | 4,380,640 |
Loss from discontinued operations | (1,071,001) | (142,659) | (1,150,850) | (127,974) |
Loss from discontinued operations attributable to non-controlling interests | (3,559) | (7,042) | (7,543) | (6,308) |
Net loss from discontinued operations | (1,067,442) | (135,617) | (1,143,307) | (121,666) |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 624,548 | $ 2,204,333 | $ 3,255,776 | $ 4,258,974 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||||
Continuing operations | $ 0.11 | $ 0.16 | $ 0.30 | $ 0.30 |
Discontinued operations | (0.07) | (0.01) | (0.08) | (0.01) |
Basic earnings per share | 0.04 | 0.15 | 0.22 | 0.29 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||||
Continuing operations | 0.11 | 0.16 | 0.29 | 0.29 |
Discontinued operations | (0.07) | (0.01) | (0.08) | 0 |
Diluted earnings per share | 0.04 | 0.15 | 0.21 | 0.29 |
Dividends declared per common share | $ 0.075 | $ 0.075 | $ 0.15 | $ 0.15 |
Weighted average number of common shares used in the determination of: | ||||
Basic earnings per share | 14,889,816 | 14,792,053 | 14,880,889 | 14,787,716 |
Diluted earnings per share | 15,055,554 | 14,871,119 | 15,045,204 | 14,863,791 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net income from continuing operations before non-controlling interests | $ 1,683,636 | $ 2,388,494 | $ 4,342,937 | $ 4,552,680 |
Loss from discontinued operations | (1,071,001) | (142,659) | (1,150,850) | (127,974) |
Net income | 612,635 | 2,245,835 | 3,192,087 | 4,424,706 |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 0 | (2,659) | 0 | (5,834) |
Total other comprehensive income (loss) | 0 | (2,659) | 0 | (5,834) |
Comprehensive income | 612,635 | 2,243,176 | 3,192,087 | 4,418,872 |
Income (loss) from continuing operations attributable to non-controlling interests | (8,354) | 48,411 | (56,146) | 171,748 |
Loss from discontinued operations attributable to non-controlling interests | (3,559) | (7,042) | (7,543) | (6,308) |
Comprehensive income attributable to Consolidated Water Co. Ltd. stockholders | $ 624,548 | $ 2,201,807 | $ 3,255,776 | $ 4,253,432 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Net cash provided by operating activities - continuing operations | $ 9,663,793 | $ 2,663,297 |
Net cash provided by (used in) operating activities - discontinued operations | (80,753) | 32,402 |
Net cash provided by operating activities | 9,583,040 | 2,695,699 |
Cash flows from investing activities | ||
Maturity of certificate of deposit | 0 | 5,637,538 |
Additions to property, plant and equipment and construction in progress | (2,551,511) | (1,356,454) |
Proceeds from sale of equipment | 18,027 | 526,800 |
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 | 966,651 | 906,012 |
Release of restricted cash balance | 0 | 398,744 |
Net cash used in investing activities - continuing operations | (430,583) | (1,630,213) |
Net cash used in investing activities - discontinued operations | 0 | 0 |
Net cash used in investing activities | (430,583) | (1,630,213) |
Cash flows from financing activities | ||
Dividends paid to common shareholders | (2,231,021) | (2,212,791) |
Dividends paid to non-controlling interests | 0 | (182,663) |
Dividends paid to preferred shareholders | (5,284) | (5,760) |
Issuance (repurchase) of redeemable preferred stock | 6,588 | (9,598) |
Proceeds received from exercise of stock options | 0 | 143,226 |
(Repayment)/issuance of note payable to related party | (490,000) | 490,000 |
Issuance of note payable to related party | 392,000 | 0 |
Repayments of demand loan payable | 0 | (7,000,000) |
Net cash used in financing activities - continuing operations | (2,327,717) | (8,777,586) |
Net cash used in financing activities - discontinued operations | 0 | 0 |
Net cash used in financing activities | (2,327,717) | (8,777,586) |
Effect of exchange rate changes on cash | 0 | 638 |
Net increase (decrease) in cash and cash equivalents | 6,824,740 | (7,711,462) |
Cash and cash equivalents at beginning of period | 39,126,214 | 44,792,734 |
Cash and cash equivalents at end of period | 45,950,954 | 37,081,272 |
Interest paid in cash | 7,074 | 67,689 |
Non-cash investing and financing activities | ||
Conversion (on a one-to-one basis) of 368 and 833, respectively, shares of redeemable preferred stock to common stock | 221 | 500 |
Dividends declared but not paid | 1,120,122 | 1,113,844 |
Transfers from inventory to property, plant and equipment and construction in progress | 147,886 | 134,362 |
Transfers from construction in progress to property, plant and equipment | 289,915 | 1,097,165 |
Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Issuance of respectively, shares for services rendered | 203,551 | 106,415 |
Redeemable Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Issuance of respectively, shares for services rendered | $ 118,485 | $ 106,357 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Conversion of Stock, Shares Converted | 368 | 833 |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 17,883 | 9,964 |
Redeemable Preferred Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 9,441 | 8,421 |
Principal activity
Principal activity | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 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 Commonwealth of 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 | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Accounting policies 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: Comprehensive income: Cash and cash equivalents: 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 June 30, 2017, the equivalent United States dollar cash balances for deposits held in The Bahamas and Belize were approximately $12.5 million and $5.7 million, respectively. 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. |
Discontinued operations - CW-Ba
Discontinued operations - CW-Bali | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. Discontinued operations CW-Bali Through its subsidiary CW-Bali, the Company built and operates a seawater reverse osmosis plant with a production capacity of approximately 790,000 2.5 In late 2015, the Company decided to seek a strategic partner for CW-Bali to (i) purchase a major portion of its equity ownership in CW-Bali; (ii) lead CW-Bali’s sales and marketing efforts; (iii) liaise with the local water utility; and (iv) assist with CW-Bali’s on-going funding requirements. Although discussions were held and due diligence information was exchanged with potential strategic partners, the Company did not receive an offer for an investment in, a purchase of, or a joint venture for CW-Bali from any of these potential partners on terms it deemed acceptable. On May 23, 2017, after considering CW-Bali’s historical and projected operating losses, its on-going funding requirements, the current business and economic environment in Bali and the Company’s inability to obtain a strategic partner for CW-Bali, the Company’s Board of Directors formally resolved to discontinue CW-Bali’s operations. The Company plans to cease the production of water in Bali and exit the Bali market at the earliest practical date, which the Company believes will be within six months. Based upon this decision to discontinue CW-Bali’s operations, the Company estimated the future cash flows the Company will receive under various scenarios from the disposition of its investment in CW-Bali and assigned a probability to each scenario to determine an estimated fair value of its investment in CW-Bali. Based upon this probability-weighted sum, the Company recorded an impairment loss of $ 1.0 549,555 832,000 June 30, December 31, 2017 2016 (Unaudited) Current assets $ 154,331 $ 480,979 Property, plant and equipment, net 154,501 612,568 Inventory, non-current - 47,272 Other assets - 112,324 Total assets of discontinued operations $ 308,832 $ 1,253,143 Total liabilities of discontinued operations $ 55,329 $ 58,521 Three Months ended June 30, Six Months ended June 30, 2017 2016 2017 2016 Revenues $ 34,567 $ 19,433 $ 62,221 $ 46,411 Loss from operations (70,758) (157,318) (150,423) (303,943) Impairment loss (1,000,000) - (1,000,000) - Net loss (1,071,001) (142,659) (1,150,850) (127,974) Depreciation 23,583 76,361 47,165 151,543 |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 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 consists of Cayman Water which owns and operates the water utility that provides water to 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. 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 June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,029,449 $ 8,043,921 $ 119,204 $ 1,056,047 $ 15,248,621 Cost of revenues 2,659,066 5,152,212 103,753 847,760 8,762,791 Gross profit 3,370,383 2,891,709 15,451 208,287 6,485,830 General and administrative expenses 3,163,902 323,654 891,714 580,900 4,960,170 Income (loss) from operations $ 206,481 $ 2,568,055 $ (876,263) $ (372,613) 1,525,660 Other income, net 21,528 Income before income taxes 1,547,188 Benefit from income taxes (136,448) Net income from continuing operations before non-controlling interests 1,683,636 Loss from continuing operations attributable to non-controlling interests (8,354) Net income from continuing operations 1,691,990 Net loss from discontinued operations (1,067,442) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 624,548 Depreciation and amortization expenses from continuing operations for the three months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $ 488,895 827,037 7,638 399,455 Three Months Ended June 30, 2016 Retail Bulk Services Manufacturing Total Revenues $ 6,273,400 $ 7,441,061 $ 403,935 $ 1,260,806 $ 15,379,202 Cost of revenues 2,555,545 4,813,261 272,537 1,035,142 8,676,485 Gross profit (loss) 3,717,855 2,627,800 131,398 225,664 6,702,717 General and administrative expenses 2,832,425 441,987 913,159 701,223 4,888,794 Income (loss) from operations $ 885,430 $ 2,185,813 $ (781,761) $ (475,559) 1,813,923 Other income, net 404,178 Income before income taxes 2,218,101 Benefit from income taxes (170,393) Net income from continuing operations before non-controlling interests 2,388,494 Income from continuing operations attributable to non-controlling interests 48,544 Net income from continuing operations 2,339,950 Net loss from discontinued operations (135,617) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,204,333 Depreciation and amortization expenses from continuing operations for the three months ended June 30, 2016 for the retail, bulk, services and manufacturing segments were $ 483,009 841,184 29,038 493,270 Six Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 12,478,399 $ 15,734,323 $ 249,456 $ 2,435,895 $ 30,898,073 Cost of revenues 5,278,713 10,168,001 205,919 1,889,057 17,541,690 Gross profit 7,199,686 5,566,322 43,537 546,838 13,356,383 General and administrative expenses 6,134,079 624,731 1,635,120 1,320,750 9,714,680 Income (loss) from operations $ 1,065,607 $ 4,941,591 $ (1,591,583) $ (773,912) 3,641,703 Other income, net 425,089 Income before income taxes 4,066,792 Benefit from income taxes (276,145) Net income from continuing operations before non-controlling interests 4,342,937 Loss from continuing operations attributable to non-controlling interests (56,146) Net income from continuing operations 4,399,083 Loss from discontinued operations (1,143,307) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,255,776 Depreciation and amortization expenses from continuing operations for the six months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $ 975,133 1,653,816 29,657 805,945 Six Months Ended June 30, 2016 Retail Bulk Services Manufacturing Total Revenues $ 12,216,660 $ 14,706,354 $ 584,647 $ 1,879,335 29,386,996 Cost of revenues 5,065,540 9,423,585 469,813 1,455,609 16,414,547 Gross profit 7,151,120 5,282,769 114,834 423,726 12,972,449 General and administrative expenses 5,676,366 877,882 1,719,731 1,021,877 9,295,856 Income (loss) from operations $ 1,474,754 $ 4,404,887 $ (1,604,897) $ (598,151) 3,676,593 Other income, net 632,425 Income before income taxes 4,309,018 Benefit from income taxes (243,662) Net income from continuing operations before non-controlling interests 4,552,680 Income from continuing operations attributable to non-controlling interests 172,040 Net income from continuing operations 4,380,640 Loss from discontinued operations (121,666) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,258,974 Depreciation and amortization expenses from continuing operations for the six months ended June 30, 2016 for the retail, bulk, services and manufacturing segments were $ 995,552 1,668,573 58,076 703,939 As of June 30, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,109,492 $ 10,461,311 $ 974,505 $ 545,811 $ 14,091,119 Property plant and equipment, net 23,621,754 24,783,102 104,337 1,953,942 50,463,135 Construction in progress 105,681 2,714,010 (22,633) 7,900 2,804,958 Intangibles, net - 566,863 - 3,901,667 4,468,530 Goodwill 1,170,511 2,328,526 - 6,285,211 9,784,248 Land held for development - - 20,558,424 - 20,558,424 Total segment assets 52,776,187 72,904,263 24,561,282 15,243,583 165,485,315 Assets of discontinued operations 308,832 Total assets 165,794,147 As of December 31, 2016 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,626,469 $ 12,692,714 $ 629,930 $ 531,526 $ 16,480,639 Property plant and equipment, net 24,277,463 26,124,724 91,030 1,978,320 52,471,537 Construction in progress 134,392 743,296 - 7,806 885,494 Intangibles, net - 599,960 15,516 4,580,000 5,195,476 Goodwill 1,170,511 2,328,526 - 6,285,211 9,784,248 Land held for development - - 20,558,424 - 20,558,424 Total segment assets 53,049,868 68,663,628 25,558,495 15,079,394 162,351,385 Assets of discontinued operations 1,253,143 Total assets 163,604,528 |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 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. diluted EPS Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 1,691,990 $ 2,339,950 $ 4,399,083 $ 4,380,640 Less: preferred stock dividends (3,382) (3,390) (6,023) (6,241) Net income from continuing operations available to common shares in the determination of basic earnings per common share 1,688,608 2,336,560 4,393,060 4,374,399 Net loss from discontinued operations (1,067,442) (135,617) (1,143,307) (121,666) Net income available to common shares in the determination of basic earnings per common share $ 621,166 $ 2,200,943 $ 3,249,753 $ 4,252,733 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,889,816 14,792,053 14,880,889 14,787,716 Plus: Weighted average number of preferred shares outstanding during the period 36,684 39,255 35,958 38,919 Potential dilutive effect of unexercised options and unvested stock grants 129,054 39,811 128,357 37,156 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,055,554 14,871,119 15,045,204 14,863,791 |
Investment in OC-BVI
Investment in OC-BVI | 6 Months Ended |
Jun. 30, 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 $ 2,949,547 4,086,630 OC-BVI sells water produced by a desalination plant with a capacity of 720,000 600,000 June 30, December 31, 2017 2016 Current assets $ 3,521,329 $ 5,627,414 Non-current assets 3,687,893 3,963,242 Total assets $ 7,209,222 $ 9,590,656 June 30, December 31, 2017 2016 Current liabilities $ 301,675 $ 197,673 Non-current liabilities 1,267,650 1,854,900 Total liabilities $ 1,569,325 $ 2,052,573 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenues $ 673,270 $ 948,189 $ 1,492,752 $ 1,885,073 Cost of revenues 453,022 512,699 1,001,549 997,338 Gross profit 220,248 435,490 491,203 887,735 General and administrative expenses 290,294 222,191 487,857 482,733 Income from operations (70,046) 213,299 3,346 405,002 Other income (expense), net 3,318 (8,913) 10,968 (77,763) Net income (66,728) 204,386 14,314 327,239 Income (loss) attributable to non-controlling interests 20,160 7,146 39,486 25,787 Net income attributable to controlling interests $ (86,888) $ 197,240 $ (25,172) $ 301,452 A reconciliation of the beginning and ending balances for the investment in OC-BVI for the six months ended June 30, 2017 is as follows: Balance as of December 31, 2016 $ 4,086,630 Profit sharing and equity from earnings of OC-BVI (833) Distributions received from OC-BVI (1,136,250) Balance as of June 30, 2017 $ 2,949,547 The Company recognized ($37,824) and $ 85,858 10,958 131,222 0 14,175 10,125 48,600 For the three months ended June 30, 2017 and 2016, the Company recognized approximately $ 119,204 125,594 249,456 264,350 15,037 0 47,056 54,559 0 15,516 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 relied upon projections of OC-BVI’s operating results, working capital and capital expenditures. The use of this method required the Company to estimate OC-BVI’s future cash flows from its Bar Bay plant and the resolution of the Baughers Bay litigation. The Company estimated OC-BVI’s cash flows from its Bar Bay plant by (i) identifying various possible future scenarios which included the execution of a new agreement for the Bar Bay plant as well as the termination of Bar Bay plant operations upon the scheduled expiration of the Bar Bay agreement in March 2017; (ii) estimating the cash flows associated with each possible scenario; and (iii) assigning a probability to each scenario. The Company similarly estimated the cash flows OC-BVI would receive from the BVI government in connection with the Court and Appellate Court rulings on the Baughers Bay litigation by assigning probabilities to different scenarios. The resulting probability-weighted sum represented the Company’s best estimate of future cash flows to be generated by OC-BVI. The identification of the possible scenarios for the Bar Bay plant agreement and the Baughers Bay litigation, the projections of cash flows for each scenario, and the assignment of relative probabilities to each scenario all represented significant estimates made by the Company. While the Company used its best judgment in identifying these possible scenarios, estimating the expected cash flows for these scenarios and assigning relative probabilities to each scenario, these estimates were by their nature highly subjective and were also subject to material change by the Company’s management over time based upon new information or changes in circumstances. After updating its probability-weighted estimates of OC-BVI’s future cash flows and its resulting estimate of the fair value of its investment in OC-BVI, the Company recorded an impairment loss of $ 50,000 875,000 As a result of the extension of the Bar Bay agreement, no impairment losses were necessary in 2017 for the Company’s investment in OC-BVI. As of June 30, 2017, the amount of the Company’s proportionate share ( 43.53 30,000 |
NSC and AdR Project Development
NSC and AdR Project Development | 6 Months Ended |
Jun. 30, 2017 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 7. NSC and AdR Project Development In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50 99.9 100 50 50 Through a series of transactions completed in 2012-2014, NSC purchased 20.1 hectares for approximately $ 20.6 In November 2012, NSC entered into a lease with an effective term of 20 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, in January 2015, NSC submitted an expression of interest for its project to the Secretary of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that 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 Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special project company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operations; and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operations. As of June 30, 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, 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 for Phase 1 is expected to be approximately 9.1 Mexican 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. As of June 30, 2017, AdR has paid approximately $349,000 for deposits on, or purchases of, rights of way for the Phase 1 aqueduct, which are included in prepaid expenses and other assets on the Company’s condensed consolidated balance sheet. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have varied since the U.S. Presidential election in November 2016. These changes could adversely impact the estimated construction, operating, and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. If AdR is unable to obtain this requested increase in the water tariff, it may be unable to obtain the debt and equity financing required for the Project. 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 at least equal to 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 $ 885,000 875,000 1,605,000 1,642,000 22.6 309,000 22.3 221,000 EWG 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 filed a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, Ricardo del Monte Nunez, Carlos Eduardo Ahumada Arruit, Luis de Angitia Becerra, and the Public Registry of Commerce of Tijuana, Baja California in the Civil Court located in Tecate, Baja California, Mexico. In this lawsuit, EWG challenged, among other things, the capital investment transactions that increased the Company’s ownership interest in NSC to 99.9 EWG also sought an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. On April 5, 2016, NSC filed a motion for reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records; and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector. On April 26, 2016, NSC filed a full answer to EWG’s claims rejecting every claim made by EWG. The court’s response on this matter is pending. On May 17, 2016, NSC filed a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the “Amparo Court”) challenging the Tecate, Mexico court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment of an inspector. On September 6, 2016, the Tecate, Mexico court issued a decree granting the counter guaranty requested by NSC. Such counter-guaranty was fixed in the amount of 300,000 On May 2, 2017, the Tecate, Mexico court declared that the initial filing of this lawsuit had expired due to EWG’s lack of activity with respect to certain actions required to proceed to trial. However, EWG can appeal the expiration or refile the lawsuit. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 8. Fair value measurements As of June 30, 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 June 30, 2017 and December 31, 2016 approximate their fair value as their interest rates approximate market rates. Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. June 30, 2017 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 528,000 $ 528,000 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 680,000 $ 680,000 Net liability arising from put/call options (1) Balance as of December 31, 2016 $ 680,000 Unrealized gain (152,000) Balance as of June 30, 2017 $ 528,000 51 49 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. 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 June 30, 2017 and 2016, the Company generated approximately 40 41 52 55 40 42 54 55 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 Company has been informed by the Cayman Islands government that the retail license has been extended through January 31, 2018 and is awaiting the formal documentation for this extension. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services, and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector from the Water Authority-Cayman (the “WAC”) to OfReg. In July 2017, the Company began negotiating with OfReg for a new retail license in the Cayman Islands. Under its present license, Cayman Water pays a royalty to the government of 7.5 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.” 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-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 16.8 Aerex Put/Call Options In connection with the Company’s acquisition of 51 49 528,000 680,000 |
Impact of recent accounting sta
Impact of recent accounting standards | 6 Months Ended |
Jun. 30, 2017 | |
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 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, if any, and intends to elect the modified retrospective method to all active contracts on the date of initial application. This will involve applying the guidance retrospectively only to the most current period presented in the financial statements and recognizing the cumulative effect of initially applying the guidance as an adjustment to the January 1, 2018 opening balance of retained earnings at the date of initial application. The adoption of ASC 606, Revenue from Contracts with Customers, 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 permitted. The Company is currently evaluating the effect the adoption of this amendment will have on the Company’s consolidated financial statements. 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 | 6 Months Ended |
Jun. 30, 2017 | |
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) | 6 Months Ended |
Jun. 30, 2017 | |
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”), N.S.C. Agua, S.A. de C.V. (“NSC”) and Aguas de Rosarito S.A.P.I. de C.V. (“AdR”). 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, 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: |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive income: Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income (loss) is the total of net income and other comprehensive income (loss) which, for the Company, is comprised entirely of foreign currency translation adjustments related to CW-Bali. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of June 30, 2017 $1.0 million 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 June 30, 2017, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $12.5 $5.7 |
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. |
Discontinued operations - CW-20
Discontinued operations - CW-Bali (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Summarized financial information for CW-Bali as of June 30, 2017 and for the three months and six months ended June 30, 2017 and 2016 is as follows: June 30, December 31, 2017 2016 (Unaudited) Current assets $ 154,331 $ 480,979 Property, plant and equipment, net 154,501 612,568 Inventory, non-current - 47,272 Other assets - 112,324 Total assets of discontinued operations $ 308,832 $ 1,253,143 Total liabilities of discontinued operations $ 55,329 $ 58,521 Three Months ended June 30, Six Months ended June 30, 2017 2016 2017 2016 Revenues $ 34,567 $ 19,433 $ 62,221 $ 46,411 Loss from operations (70,758) (157,318) (150,423) (303,943) Impairment loss (1,000,000) - (1,000,000) - Net loss (1,071,001) (142,659) (1,150,850) (127,974) Depreciation 23,583 76,361 47,165 151,543 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,029,449 $ 8,043,921 $ 119,204 $ 1,056,047 $ 15,248,621 Cost of revenues 2,659,066 5,152,212 103,753 847,760 8,762,791 Gross profit 3,370,383 2,891,709 15,451 208,287 6,485,830 General and administrative expenses 3,163,902 323,654 891,714 580,900 4,960,170 Income (loss) from operations $ 206,481 $ 2,568,055 $ (876,263) $ (372,613) 1,525,660 Other income, net 21,528 Income before income taxes 1,547,188 Benefit from income taxes (136,448) Net income from continuing operations before non-controlling interests 1,683,636 Loss from continuing operations attributable to non-controlling interests (8,354) Net income from continuing operations 1,691,990 Net loss from discontinued operations (1,067,442) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 624,548 Depreciation and amortization expenses from continuing operations for the three months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $ 488,895 827,037 7,638 399,455 Three Months Ended June 30, 2016 Retail Bulk Services Manufacturing Total Revenues $ 6,273,400 $ 7,441,061 $ 403,935 $ 1,260,806 $ 15,379,202 Cost of revenues 2,555,545 4,813,261 272,537 1,035,142 8,676,485 Gross profit (loss) 3,717,855 2,627,800 131,398 225,664 6,702,717 General and administrative expenses 2,832,425 441,987 913,159 701,223 4,888,794 Income (loss) from operations $ 885,430 $ 2,185,813 $ (781,761) $ (475,559) 1,813,923 Other income, net 404,178 Income before income taxes 2,218,101 Benefit from income taxes (170,393) Net income from continuing operations before non-controlling interests 2,388,494 Income from continuing operations attributable to non-controlling interests 48,544 Net income from continuing operations 2,339,950 Net loss from discontinued operations (135,617) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,204,333 Depreciation and amortization expenses from continuing operations for the three months ended June 30, 2016 for the retail, bulk, services and manufacturing segments were $ 483,009 841,184 29,038 493,270 Six Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 12,478,399 $ 15,734,323 $ 249,456 $ 2,435,895 $ 30,898,073 Cost of revenues 5,278,713 10,168,001 205,919 1,889,057 17,541,690 Gross profit 7,199,686 5,566,322 43,537 546,838 13,356,383 General and administrative expenses 6,134,079 624,731 1,635,120 1,320,750 9,714,680 Income (loss) from operations $ 1,065,607 $ 4,941,591 $ (1,591,583) $ (773,912) 3,641,703 Other income, net 425,089 Income before income taxes 4,066,792 Benefit from income taxes (276,145) Net income from continuing operations before non-controlling interests 4,342,937 Loss from continuing operations attributable to non-controlling interests (56,146) Net income from continuing operations 4,399,083 Loss from discontinued operations (1,143,307) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,255,776 Depreciation and amortization expenses from continuing operations for the six months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $ 975,133 1,653,816 29,657 805,945 Six Months Ended June 30, 2016 Retail Bulk Services Manufacturing Total Revenues $ 12,216,660 $ 14,706,354 $ 584,647 $ 1,879,335 29,386,996 Cost of revenues 5,065,540 9,423,585 469,813 1,455,609 16,414,547 Gross profit 7,151,120 5,282,769 114,834 423,726 12,972,449 General and administrative expenses 5,676,366 877,882 1,719,731 1,021,877 9,295,856 Income (loss) from operations $ 1,474,754 $ 4,404,887 $ (1,604,897) $ (598,151) 3,676,593 Other income, net 632,425 Income before income taxes 4,309,018 Benefit from income taxes (243,662) Net income from continuing operations before non-controlling interests 4,552,680 Income from continuing operations attributable to non-controlling interests 172,040 Net income from continuing operations 4,380,640 Loss from discontinued operations (121,666) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,258,974 Depreciation and amortization expenses from continuing operations for the six months ended June 30, 2016 for the retail, bulk, services and manufacturing segments were $ 995,552 1,668,573 58,076 703,939 As of June 30, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,109,492 $ 10,461,311 $ 974,505 $ 545,811 $ 14,091,119 Property plant and equipment, net 23,621,754 24,783,102 104,337 1,953,942 50,463,135 Construction in progress 105,681 2,714,010 (22,633) 7,900 2,804,958 Intangibles, net - 566,863 - 3,901,667 4,468,530 Goodwill 1,170,511 2,328,526 - 6,285,211 9,784,248 Land held for development - - 20,558,424 - 20,558,424 Total segment assets 52,776,187 72,904,263 24,561,282 15,243,583 165,485,315 Assets of discontinued operations 308,832 Total assets 165,794,147 As of December 31, 2016 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,626,469 $ 12,692,714 $ 629,930 $ 531,526 $ 16,480,639 Property plant and equipment, net 24,277,463 26,124,724 91,030 1,978,320 52,471,537 Construction in progress 134,392 743,296 - 7,806 885,494 Intangibles, net - 599,960 15,516 4,580,000 5,195,476 Goodwill 1,170,511 2,328,526 - 6,285,211 9,784,248 Land held for development - - 20,558,424 - 20,558,424 Total segment assets 53,049,868 68,663,628 25,558,495 15,079,394 162,351,385 Assets of discontinued operations 1,253,143 Total assets 163,604,528 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six Months Ended June 30, 2017 2016 2017 2016 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 1,691,990 $ 2,339,950 $ 4,399,083 $ 4,380,640 Less: preferred stock dividends (3,382) (3,390) (6,023) (6,241) Net income from continuing operations available to common shares in the determination of basic earnings per common share 1,688,608 2,336,560 4,393,060 4,374,399 Net loss from discontinued operations (1,067,442) (135,617) (1,143,307) (121,666) Net income available to common shares in the determination of basic earnings per common share $ 621,166 $ 2,200,943 $ 3,249,753 $ 4,252,733 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,889,816 14,792,053 14,880,889 14,787,716 Plus: Weighted average number of preferred shares outstanding during the period 36,684 39,255 35,958 38,919 Potential dilutive effect of unexercised options and unvested stock grants 129,054 39,811 128,357 37,156 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,055,554 14,871,119 15,045,204 14,863,791 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | Summarized financial information for OC-BVI is as follows: June 30, December 31, 2017 2016 Current assets $ 3,521,329 $ 5,627,414 Non-current assets 3,687,893 3,963,242 Total assets $ 7,209,222 $ 9,590,656 June 30, December 31, 2017 2016 Current liabilities $ 301,675 $ 197,673 Non-current liabilities 1,267,650 1,854,900 Total liabilities $ 1,569,325 $ 2,052,573 Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Revenues $ 673,270 $ 948,189 $ 1,492,752 $ 1,885,073 Cost of revenues 453,022 512,699 1,001,549 997,338 Gross profit 220,248 435,490 491,203 887,735 General and administrative expenses 290,294 222,191 487,857 482,733 Income from operations (70,046) 213,299 3,346 405,002 Other income (expense), net 3,318 (8,913) 10,968 (77,763) Net income (66,728) 204,386 14,314 327,239 Income (loss) attributable to non-controlling interests 20,160 7,146 39,486 25,787 Net income attributable to controlling interests $ (86,888) $ 197,240 $ (25,172) $ 301,452 A reconciliation of the beginning and ending balances for the investment in OC-BVI for the six months ended June 30, 2017 is as follows: Balance as of December 31, 2016 $ 4,086,630 Profit sharing and equity from earnings of OC-BVI (833) Distributions received from OC-BVI (1,136,250) Balance as of June 30, 2017 $ 2,949,547 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2017 and December 31, 2016: June 30, 2017 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ - $ - $ 528,000 $ 528,000 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] | The activity for the Level 3 liability for the six months ended June 30, 2017: Net liability arising from put/call options (1) Balance as of December 31, 2016 $ 680,000 Unrealized gain (152,000) Balance as of June 30, 2017 $ 528,000 51 49 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Accounting Policies [Line Items] | |||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 105,097 | $ (76,977) | $ 170,259 | $ (83,816) | |
Certificates of Deposit [Member] | |||||
Accounting Policies [Line Items] | |||||
Cash Equivalents, at Carrying Value | 1,000,000 | 1,000,000 | $ 1,000,000 | ||
BELIZE | |||||
Accounting Policies [Line Items] | |||||
Deposits held in foreign bank | 5,700,000 | 5,700,000 | |||
BAHAMAS | |||||
Accounting Policies [Line Items] | |||||
Deposits held in foreign bank | $ 12,500,000 | $ 12,500,000 |
Discontinued operations - CW-26
Discontinued operations - CW-Bali (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | $ 154,331 | $ 480,979 |
Property, plant and equipment, net | 154,501 | 612,568 |
Inventory, non-current | 0 | 47,272 |
Other assets | 0 | 112,324 |
Total assets of discontinued operations | 308,832 | 1,253,143 |
Total liabilities of discontinued operations | $ 55,329 | $ 58,521 |
Discontinued operations - CW-27
Discontinued operations - CW-Bali (Details1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | $ 34,567 | $ 19,433 | $ 62,221 | $ 46,411 |
Loss from operations | (70,758) | (157,318) | (150,423) | (303,943) |
Impairment loss | (1,000,000) | 0 | (1,000,000) | 0 |
Loss from discontinued operations | (1,071,001) | (142,659) | (1,150,850) | (127,974) |
Depreciation | $ 23,583 | $ 76,361 | $ 47,165 | $ 151,543 |
Discontinued operations - CW-28
Discontinued operations - CW-Bali (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)gal | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)gal | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (1,071,001) | $ (142,659) | $ (1,150,850) | $ (127,974) | ||
CW Bali [Member] | ||||||
Impairment of Long-Lived Assets Held-for-use | 1,000,000 | |||||
Translation Adjustment Functional to Reporting Currency, Net of Tax | 549,555 | 549,555 | ||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 832,000 | $ 832,000 | ||||
Plant Capacity | gal | 790,000 | 790,000 | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (2,500,000) | $ (861,000) |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 15,248,621 | $ 15,379,202 | $ 30,898,073 | $ 29,386,996 | |
Cost of revenues | 8,762,791 | 8,676,485 | 17,541,690 | 16,414,547 | |
Gross profit (loss) | 6,485,830 | 6,702,717 | 13,356,383 | 12,972,449 | |
General and administrative expenses | 4,960,170 | 4,888,794 | 9,714,680 | 9,295,856 | |
Income (loss) from operations | 1,525,660 | 1,813,923 | 3,641,703 | 3,676,593 | |
Other income, net | 21,528 | 404,178 | 425,089 | 632,425 | |
Income before income taxes | 1,547,188 | 2,218,101 | 4,066,792 | 4,309,018 | |
Benefit from income taxes | (136,448) | (170,393) | (276,145) | (243,662) | |
Net income from continuing operations before non-controlling interests | 1,683,636 | 2,388,494 | 4,342,937 | 4,552,680 | |
Income (Loss) from continuing operations attributable to non-controlling interests | (8,354) | 48,544 | (56,146) | 172,040 | |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 1,691,990 | 2,339,950 | 4,399,083 | 4,380,640 | |
Net loss from discontinued operations | (1,067,442) | (135,617) | (1,143,307) | (121,666) | |
Land held for development | 20,558,424 | 20,558,424 | $ 20,558,424 | ||
Net income attributable to Consolidated Water Co. Ltd. stockholders | 624,548 | 2,204,333 | 3,255,776 | 4,258,974 | |
Accounts receivable, net | 14,091,119 | 14,091,119 | 16,480,639 | ||
Property plant and equipment, net | 50,463,135 | 50,463,135 | 52,471,537 | ||
Construction in progress | 2,804,958 | 2,804,958 | 885,494 | ||
Intangibles, net | 4,468,530 | 4,468,530 | 5,195,476 | ||
Goodwill | 9,784,248 | 9,784,248 | 9,784,248 | ||
Total assets | 165,794,147 | 165,794,147 | 163,604,528 | ||
Assets of discontinued operations | 308,832 | 308,832 | 1,253,143 | ||
Total segment assets | 165,485,315 | 165,485,315 | 162,351,385 | ||
Retail [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,029,449 | 6,273,400 | 12,478,399 | 12,216,660 | |
Cost of revenues | 2,659,066 | 2,555,545 | 5,278,713 | 5,065,540 | |
Gross profit (loss) | 3,370,383 | 3,717,855 | 7,199,686 | 7,151,120 | |
General and administrative expenses | 3,163,902 | 2,832,425 | 6,134,079 | 5,676,366 | |
Income (loss) from operations | 206,481 | 885,430 | 1,065,607 | 1,474,754 | |
Land held for development | 0 | 0 | 0 | ||
Accounts receivable, net | 2,109,492 | 2,109,492 | 2,626,469 | ||
Property plant and equipment, net | 23,621,754 | 23,621,754 | 24,277,463 | ||
Construction in progress | 105,681 | 105,681 | 134,392 | ||
Intangibles, net | 0 | 0 | 0 | ||
Goodwill | 1,170,511 | 1,170,511 | 1,170,511 | ||
Total segment assets | 52,776,187 | 52,776,187 | 53,049,868 | ||
Bulk [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 8,043,921 | 7,441,061 | 15,734,323 | 14,706,354 | |
Cost of revenues | 5,152,212 | 4,813,261 | 10,168,001 | 9,423,585 | |
Gross profit (loss) | 2,891,709 | 2,627,800 | 5,566,322 | 5,282,769 | |
General and administrative expenses | 323,654 | 441,987 | 624,731 | 877,882 | |
Income (loss) from operations | 2,568,055 | 2,185,813 | 4,941,591 | 4,404,887 | |
Land held for development | 0 | 0 | 0 | ||
Accounts receivable, net | 10,461,311 | 10,461,311 | 12,692,714 | ||
Property plant and equipment, net | 24,783,102 | 24,783,102 | 26,124,724 | ||
Construction in progress | 2,714,010 | 2,714,010 | 743,296 | ||
Intangibles, net | 566,863 | 566,863 | 599,960 | ||
Goodwill | 2,328,526 | 2,328,526 | 2,328,526 | ||
Total segment assets | 72,904,263 | 72,904,263 | 68,663,628 | ||
Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 119,204 | 403,935 | 249,456 | 584,647 | |
Cost of revenues | 103,753 | 272,537 | 205,919 | 469,813 | |
Gross profit (loss) | 15,451 | 131,398 | 43,537 | 114,834 | |
General and administrative expenses | 891,714 | 913,159 | 1,635,120 | 1,719,731 | |
Income (loss) from operations | (876,263) | (781,761) | (1,591,583) | (1,604,897) | |
Land held for development | 20,558,424 | 20,558,424 | 20,558,424 | ||
Accounts receivable, net | 974,505 | 974,505 | 629,930 | ||
Property plant and equipment, net | 104,337 | 104,337 | 91,030 | ||
Construction in progress | (22,633) | (22,633) | 0 | ||
Intangibles, net | 0 | 0 | 15,516 | ||
Goodwill | 0 | 0 | 0 | ||
Total segment assets | 24,561,282 | 24,561,282 | 25,558,495 | ||
Manufacturing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,056,047 | 1,260,806 | 2,435,895 | 1,879,335 | |
Cost of revenues | 847,760 | 1,035,142 | 1,889,057 | 1,455,609 | |
Gross profit (loss) | 208,287 | 225,664 | 546,838 | 423,726 | |
General and administrative expenses | 580,900 | 701,223 | 1,320,750 | 1,021,877 | |
Income (loss) from operations | (372,613) | $ (475,559) | (773,912) | $ (598,151) | |
Land held for development | 0 | 0 | 0 | ||
Accounts receivable, net | 545,811 | 545,811 | 531,526 | ||
Property plant and equipment, net | 1,953,942 | 1,953,942 | 1,978,320 | ||
Construction in progress | 7,900 | 7,900 | 7,806 | ||
Intangibles, net | 3,901,667 | 3,901,667 | 4,580,000 | ||
Goodwill | 6,285,211 | 6,285,211 | 6,285,211 | ||
Total segment assets | $ 15,243,583 | $ 15,243,583 | $ 15,079,394 |
Segment information (Details Te
Segment information (Details Textual) - Continuing Operations [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 488,895 | $ 483,009 | $ 975,133 | $ 995,552 |
Bulk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 827,037 | 841,184 | 1,653,816 | 1,668,573 |
Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 7,638 | 29,038 | 29,657 | 58,076 |
Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 399,455 | $ 493,270 | $ 805,945 | $ 703,939 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | $ 1,691,990 | $ 2,339,950 | $ 4,399,083 | $ 4,380,640 |
Less: preferred stock dividends | (3,382) | (3,390) | (6,023) | (6,241) |
Net income from continuing operations available to common shares in the determination of basic earnings per common share | 1,688,608 | 2,336,560 | 4,393,060 | 4,374,399 |
Net loss from discontinued operations | (1,067,442) | (135,617) | (1,143,307) | (121,666) |
Net income available to common shares in the determination of basic earnings per common share | $ 621,166 | $ 2,200,943 | $ 3,249,753 | $ 4,252,733 |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 14,889,816 | 14,792,053 | 14,880,889 | 14,787,716 |
Plus: | ||||
Weighted average number of preferred shares outstanding during the period | 36,684 | 39,255 | 35,958 | 38,919 |
Potential dilutive effect of unexercised options | 129,054 | 39,811 | 128,357 | 37,156 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 15,055,554 | 14,871,119 | 15,045,204 | 14,863,791 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Current assets | $ 3,521,329 | $ 5,627,414 |
Non-current assets | 3,687,893 | 3,963,242 |
Total assets | 7,209,222 | 9,590,656 |
Current liabilities | 301,675 | 197,673 |
Non-current liabilities | 1,267,650 | 1,854,900 |
Total liabilities | $ 1,569,325 | $ 2,052,573 |
Investment in OC-BVI (Details 1
Investment in OC-BVI (Details 1) - Ocean Conversion (Bvi) Ltd [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenues | $ 673,270 | $ 948,189 | $ 1,492,752 | $ 1,885,073 |
Cost of revenues | 453,022 | 512,699 | 1,001,549 | 997,338 |
Gross profit | 220,248 | 435,490 | 491,203 | 887,735 |
General and administrative expenses | 290,294 | 222,191 | 487,857 | 482,733 |
Income from operations | (70,046) | 213,299 | 3,346 | 405,002 |
Other income (expense), net | 3,318 | (8,913) | 10,968 | (77,763) |
Net income | (66,728) | 204,386 | 14,314 | 327,239 |
Income (loss) attributable to non-controlling interests | 20,160 | 7,146 | 39,486 | 25,787 |
Net income attributable to controlling interests | $ (86,888) | $ 197,240 | $ (25,172) | $ 301,452 |
Investment in OC-BVI (Details 2
Investment in OC-BVI (Details 2) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Balance | $ 4,086,630 | |
Profit sharing and equity from earnings of OC-BVI | (833) | |
Distributions received from OC-BVI | (1,136,250) | $ 0 |
Balance | $ 2,949,547 |
Investment in OC-BVI (Details T
Investment in OC-BVI (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | 108 Months Ended | |||||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2003USD ($) | Feb. 14, 2017gal | Jun. 30, 2012USD ($) | Mar. 04, 2010gal | May 31, 1999USD ($) | |
Schedule of Investments [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | 43.53% | |||||||||
Equity Method Investments Voting Shares Percentage | 50.00% | 50.00% | |||||||||
Equity Method Investment, Interest In Profit Percentage | 45.00% | 45.00% | |||||||||
Impairment of investment in OC-BVI | $ 0 | $ 0 | $ 0 | $ 50,000 | $ 875,000 | ||||||
Equity Method Investments | 2,949,547 | 2,949,547 | 4,086,630 | ||||||||
Intangible assets, net | 4,468,530 | 4,468,530 | 5,195,476 | ||||||||
Income (Loss) from Equity Method Investments | (37,824) | 85,858 | (10,958) | 131,222 | |||||||
Sales Revenue, Services, Net | 119,204 | 403,935 | 249,456 | 584,647 | |||||||
Due from Related Parties | $ 47,056 | $ 47,056 | 54,559 | ||||||||
Baughers Bay Plant [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Plant Value | 13,000,000 | 13,000,000 | |||||||||
Potential Proceeds To Be Received From Litigation Settlement | 11,580,000 | 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% | 43.53% | |||||||||
Equity Method Investments | $ 2,949,547 | $ 2,949,547 | 4,086,630 | ||||||||
Income (Loss) from Equity Method Investments | (37,824) | 85,858 | (10,958) | 131,222 | |||||||
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity | 30,000 | 30,000 | |||||||||
Profit Sharing Income From Equity Method Investments | 0 | 14,175 | 10,125 | 48,600 | |||||||
Due to Related Parties | 15,037 | 15,037 | 0 | ||||||||
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 | 0 | $ 15,516 | ||||||||
Sales Revenue, Services, Net | $ 119,204 | $ 125,594 | $ 249,456 | $ 264,350 | |||||||
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 |
NSC and AdR Project Developme36
NSC and AdR Project Development (Details Textual) gal in Millions | Oct. 13, 2016MXN | Aug. 22, 2016gal | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($) | Nov. 30, 2012USD ($) | Feb. 29, 2012USD ($) | May 31, 2010gal | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015gal | Dec. 31, 2014USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2017MXN | Dec. 31, 2016USD ($) | Oct. 31, 2015 |
Schedule of Investments [Line Items] | ||||||||||||||||||
General and administrative expenses | $ 4,960,170 | $ 4,888,794 | $ 9,714,680 | $ 9,295,856 | ||||||||||||||
Assets | 165,794,147 | 165,794,147 | $ 163,604,528 | |||||||||||||||
Liabilities | $ 10,303,954 | $ 10,303,954 | 9,499,156 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | 43.53% | 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 | $ 885,000 | $ 875,000 | $ 1,605,000 | $ 1,642,000 | ||||||||||||||
Lease Term | 20 years | |||||||||||||||||
Assets | 22,600,000 | 22,600,000 | 22,300,000 | |||||||||||||||
Liabilities | $ 309,000 | $ 309,000 | $ 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 | |||||||||||||||||
Payments to Acquire Land | $ 20,600,000 | $ 20,600,000 | ||||||||||||||||
Counter Guaranty Fixed Amount | MXN | MXN 300,000 | |||||||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | MXN | MXN 9,100,000,000 | |||||||||||||||||
Expected Annual Revenues From Project | MXN | MXN 1,790,000,000 | |||||||||||||||||
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% | 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% | |||||||||||||||||
NSA [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | |||||||||||||||||
ADR [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Payments for Other Deposits | $ 349,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 | |
Recurring | |||
Net liability arising from put/call options | [1] | $ 528,000 | $ 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 | $ 528,000 | $ 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 June 30, 2017 and December 31, 2016. |
Fair value measurements (Deta38
Fair value measurements (Details 1) | 6 Months Ended | |
Jun. 30, 2017USD ($) | [1] | |
Net liability arising from put/call options | ||
Balance as of December 31, 2016 | $ 680,000 | |
Unrealized gain | (152,000) | |
Balance as of June 30, 2017 | $ 528,000 | |
[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 June 30, 2017 and December 31, 2016. |
Fair value measurements (Deta39
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% |
Contingencies (Details Textual)
Contingencies (Details Textual) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2017USD ($)gal | Jun. 30, 2016 | Jun. 30, 2017USD ($)gal | Jun. 30, 2016 | Dec. 31, 2016USD ($) | Feb. 29, 2016 | Jun. 29, 2011gal | |
Commitments And Contingencies [Line Items] | |||||||
Royalty Payment Percentage | 7.50% | ||||||
Cayman Water Retail Operations, Percentage Of Gross Profit | 52.00% | 55.00% | 54.00% | 55.00% | |||
Cayman Water Retail Operations, Percentage Of Revenue | 40.00% | 41.00% | 40.00% | 42.00% | |||
Derivative Liability | $ | $ 528,000 | $ 528,000 | $ 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% | ||||||
Cw Belize [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Delivery Terms, Volume of water per day | 450,000 | ||||||
Blue Hills Agreements [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Delivery Terms Volume Of Water Per Week | 63,000,000 | 63,000,000 | |||||
Windsor Agreements [Member] | |||||||
Commitments And Contingencies [Line Items] | |||||||
Delivery Terms Volume Of Water Per Week | 16,800,000 | 16,800,000 |