Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 14,963,953 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 34,092,347 | $ 47,182,966 |
Accounts receivable, net | 22,161,267 | 15,047,846 |
Inventory | 2,703,806 | 1,744,445 |
Prepaid expenses and other current assets | 1,880,849 | 1,077,257 |
Current portion of loans receivable | 1,446,540 | 1,400,448 |
Costs and estimated earnings in excess of billings | 844,693 | 238,435 |
Total current assets | 63,129,502 | 66,691,397 |
Property, plant and equipment, net | 48,476,540 | 50,525,064 |
Construction in progress | 11,397,699 | 1,823,284 |
Inventory, non-current | 4,706,727 | 4,758,973 |
Loans receivable | 0 | 734,980 |
Investment in OC-BVI | 2,501,008 | 2,783,882 |
Goodwill | 8,384,248 | 8,384,248 |
Land held for development | 20,642,660 | 20,558,424 |
Intangible assets, net | 3,062,337 | 3,765,434 |
Other assets | 5,000,103 | 5,455,209 |
Total assets | 167,300,824 | 165,480,895 |
Current liabilities | ||
Accounts payable and other current liabilities | 5,841,427 | 5,662,448 |
Dividends payable | 1,285,270 | 1,281,612 |
Note payable to related party | 294,000 | 686,000 |
Billings in excess of costs and estimated earnings | 1,971 | 1,258 |
Total current liabilities | 7,422,668 | 7,631,318 |
Deferred tax liability | 832,917 | 1,024,893 |
Other liabilities | 778,307 | 803,307 |
Total liabilities | 9,033,892 | 9,459,518 |
Commitments and contingencies | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 41,033 and 33,488 shares, respectively | 24,620 | 20,093 |
Additional paid-in capital | 86,717,545 | 86,405,387 |
Retained earnings | 54,835,603 | 53,105,196 |
Cumulative translation adjustment | (549,555) | (549,555) |
Total Consolidated Water Co. Ltd. stockholders' equity | 150,003,798 | 147,932,442 |
Non-controlling interests | 8,263,134 | 8,088,935 |
Total equity | 158,266,932 | 156,021,377 |
Total liabilities and equity | 167,300,824 | 165,480,895 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 8,975,585 | 8,951,321 |
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, 2018 | Dec. 31, 2017 |
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 | 41,033 | 33,488 |
Redeemable preferred stock, outstanding | 41,033 | 33,488 |
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 | 14,959,309 | 14,918,869 |
Common stock, outstanding | 14,959,309 | 14,918,869 |
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, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Retail revenues | $ 6,268,023 | $ 6,064,016 | $ 12,699,371 | $ 12,540,620 |
Bulk revenues | 8,488,850 | 8,043,921 | 16,717,365 | 15,734,323 |
Services revenues | 122,912 | 119,204 | 246,676 | 249,456 |
Manufacturing revenues | 992,430 | 1,056,047 | 1,545,198 | 2,435,895 |
Total revenues | 15,872,215 | 15,283,188 | 31,208,610 | 30,960,294 |
Cost of retail revenues | 2,722,650 | 2,722,890 | 5,484,204 | 5,407,176 |
Cost of bulk revenues | 5,793,704 | 5,152,212 | 11,190,295 | 10,168,001 |
Cost of services revenues | 104,069 | 103,753 | 238,940 | 205,919 |
Cost of manufacturing revenues | 655,679 | 847,760 | 1,094,540 | 1,889,057 |
Total cost of revenues | 9,276,102 | 8,826,615 | 18,007,979 | 17,670,153 |
Gross profit | 6,596,113 | 6,456,573 | 13,200,631 | 13,290,141 |
General and administrative expenses | 4,554,754 | 5,001,669 | 9,322,198 | 9,798,861 |
Loss on asset dispositions and impairments, net | 650 | 997,006 | 1,990 | 987,406 |
Income from operations | 2,040,709 | 457,898 | 3,876,443 | 2,503,874 |
Other income (expense): | ||||
Interest income | 170,102 | 108,881 | 331,223 | 231,072 |
Interest expense | (2,876) | (7,939) | (4,630) | (10,162) |
Profit sharing income from OC-BVI | 56,700 | 0 | 85,050 | 10,125 |
Equity in the earnings (losses) of OC-BVI | 157,483 | (37,824) | 238,076 | (10,958) |
Net unrealized gain (loss) on put/call options | 84,000 | (13,000) | (122,000) | 152,000 |
Other | (158,111) | (31,829) | (75,511) | 39,991 |
Other income, net | 307,298 | 18,289 | 452,208 | 412,068 |
Income before income taxes | 2,348,007 | 476,187 | 4,328,651 | 2,915,942 |
Benefit from income taxes | (48,878) | (136,448) | (126,266) | (276,145) |
Net income | 2,396,885 | 612,635 | 4,454,917 | 3,192,087 |
Income (loss) attributable to non-controlling interests | 208,692 | (11,913) | 174,199 | (63,689) |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,188,193 | $ 624,548 | $ 4,280,718 | $ 3,255,776 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | $ 0.15 | $ 0.04 | $ 0.29 | $ 0.22 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 0.14 | 0.04 | 0.28 | 0.22 |
Dividends declared per common share | $ 0.085 | $ 0.075 | $ 0.17 | $ 0.15 |
Weighted average number of common shares used in the determination of: | ||||
Basic earnings per share | 14,959,309 | 14,889,816 | 14,959,284 | 14,880,889 |
Diluted earnings per share | 15,117,726 | 15,055,554 | 15,116,712 | 15,045,204 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Net cash provided by (used in) operating activities | $ (2,105,154) | $ 10,638,537 |
Cash flows from investing activities | ||
Additions to property, plant and equipment and construction in progress | (8,727,473) | (2,551,511) |
Proceeds from sale of equipment | 11,190 | 18,027 |
Collections on loans receivable | 688,888 | 966,651 |
Payment for land held for development | (25,152) | 0 |
Net cash used in investing activities | (8,052,547) | (1,566,833) |
Cash flows from financing activities | ||
Dividends paid to common shareholders | (2,543,807) | (2,231,021) |
Dividends paid to preferred shareholders | (2,846) | (5,284) |
Issuance of redeemable preferred stock | 5,735 | 6,588 |
Repayment of note payable to related party | (392,000) | (490,000) |
Issuance of note payable to related party | 0 | 392,000 |
Net cash used in financing activities | (2,932,918) | (2,327,717) |
Net increase (decrease) in cash and cash equivalents | (13,090,619) | 6,743,987 |
Cash and cash equivalents at beginning of period | 47,182,966 | 39,254,116 |
Cash and cash equivalents at end of period | 34,092,347 | 45,998,103 |
Interest paid in cash | 6,539 | 7,074 |
Non-cash investing and financing activities | ||
Conversion (on a one-to-one basis) of 454 and 368, respectively, shares of redeemable preferred stock to common stock | 272 | 221 |
Dividends declared but not paid | 1,275,030 | 1,120,122 |
Transfers from inventory to property, plant and equipment and construction in progress | 192,748 | 147,886 |
Transfers from construction in progress to property, plant and equipment | 354,771 | 289,915 |
Transfers from other assets to construction in progress | 1,253,299 | 0 |
Obligation incurred for investment in land | 59,084 | 0 |
Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Stock Issued | 441,161 | 203,551 |
Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Stock Issued | $ 96,317 | $ 118,485 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 39,986 | 17,833 |
Conversion of Stock, Shares Converted | 454 | 368 |
Preferred Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 7,409 | 9,441 |
Principal activity
Principal activity | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Principal activity Consolidated Water Co. Ltd., and its subsidiaries (collectively, the “Company”) use reverse osmosis technology to produce potable water from seawater. The Company processes and supplies water and provides water-related products and services to its customers in the Cayman Islands, Belize, The 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, 2018 | |
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, 2018. 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, 2017. Foreign currency: 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, 2018, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $6.3 million and $5.8 million, respectively. Comparative amounts: Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Retail revenues $ 6,268,023 $ 6,064,016 $ 12,699,371 $ 12,540,620 Bulk revenues 8,488,850 8,043,921 16,717,365 15,734,323 Services revenues 122,912 119,204 246,676 249,456 Manufacturing revenues 992,430 1,056,047 1,545,198 2,435,895 Total revenues $ 15,872,215 $ 15,283,188 $ 31,208,610 $ 30,960,294 Retail revenues The Company produces and supplies water to end-users, including residential, commercial and government customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. CW-Bali owns and operates a desalination plant in Bali, Indonesia that sells water to resort and residential properties. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2017, 2016 and 2015, bad debts represented less than 1% of the Company’s total annual retail sales. The Company recognizes revenues from water sales at the time water is supplied to the customer’s facility or storage tank. The amount of water supplied is determined based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts and revenue is recorded as invoiced. Bulk revenues The Company produces and supplies water to government-owned distributors in the Cayman Islands, Belize and the Bahamas. OC-Cayman provides bulk water to the Water Authority-Cayman (“WAC”), a government-owned utility and regulatory agency, under various agreements. The WAC in turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area. In Belize, CW-Belize is the exclusive provider of water in Ambergris Caye to Belize Water Services Ltd. (“BWSL”), a government-controlled entity which distributes the water through its own pipeline system to residential, commercial and tourist properties. BWSL distributes the Company’s water primarily to residential properties, small hotels, and businesses that serve the tourist market. The Company sells bulk water in the Bahamas through its majority-owned subsidiary CW-Bahamas to the Water and Sewerage Corporation of the Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. The Company also sells water to a private resort on Bimini. The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. Manufacturing revenues The Company, through its 51% owned subsidiary Aerex, is a custom and specialty manufacturer of water treatment-related systems and products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies. The Company recognizes manufacturing revenues over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and overhead. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any costs and estimated earnings in excess of billings are classified as current assets. Billings in excess of costs and estimated earnings on uncompleted contracts, if any, are classified as current liabilities. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 3. Segment information The Company has four reportable segments: retail, bulk, services and manufacturing. The retail segment primarily operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman Island pursuant to an exclusive license granted by the Cayman Islands government. The bulk segment supplies potable water to government utilities in Grand Cayman, the Bahamas and Belize under long-term contracts. The services segment provides desalination plant management and operating services to affiliated companies and designs, constructs and sells desalination plants to third parties. The manufacturing segment manufactures a wide range of custom and specialty water treatment-related systems and 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 costs 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. 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, 2018 Retail Bulk Services Manufacturing Total Revenues $ 6,268,023 $ 8,488,850 $ 122,912 $ 992,430 $ 15,872,215 Cost of revenues 2,722,650 5,793,704 104,069 655,679 9,276,102 Gross profit 3,545,373 2,695,146 18,843 336,751 6,596,113 General and administrative expenses 2,930,268 349,897 665,738 608,851 4,554,754 Loss on asset dispositions and impairments, net 650 - - - 650 Income (loss) from operations $ 614,455 $ 2,345,249 $ (646,895 ) $ (272,100 ) 2,040,709 Other income, net 307,298 Income before income taxes 2,348,007 Benefit from income taxes (48,878 ) Net income 2,396,885 Income attributable to non-controlling interests 208,692 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 Depreciation and amortization expenses for the three months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $504,616, $808,964, $7,639 and $399,426, respectively. Three Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,064,016 $ 8,043,921 $ 119,204 $ 1,056,047 $ 15,283,188 Cost of revenues 2,722,890 5,152,212 103,753 847,760 8,826,615 Gross profit 3,341,126 2,891,709 15,451 208,287 6,456,573 General and administrative expenses 3,205,400 323,655 891,714 580,900 5,001,669 Loss on asset dispositions and impairments, net 997,006 - - - 997,006 Income (loss) from operations $ (861,280 ) $ 2,568,054 $ (876,263 ) $ (372,613 ) 457,898 Other income, net 18,289 Income before income taxes 476,187 Benefit from income taxes (136,448 ) Net income 612,635 Loss attributable to non-controlling interests (11,913 ) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 624,548 Depreciation and amortization expenses for the three months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $512,478, $827,037, $7,638 and $399,456, respectively. Six Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 12,699,371 $ 16,717,365 $ 246,676 $ 1,545,198 $ 31,208,610 Cost of revenues 5,484,204 11,190,295 238,940 1,094,540 18,007,979 Gross profit 7,215,167 5,527,070 7,736 450,658 13,200,631 General and administrative expenses 6,075,751 691,864 1,316,374 1,238,209 9,322,198 Loss on asset dispositions and impairments, net 1,990 - - - 1,990 Income (loss) from operations $ 1,137,426 $ 4,835,206 $ (1,308,638 ) $ (787,551 ) 3,876,443 Other income, net 452,208 Income before income taxes 4,328,651 Benefit from income taxes (126,266 ) Net income 4,454,917 Income attributable to non-controlling interests 174,199 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,280,718 Depreciation and amortization expenses for the six months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $1,007,629, $1,618,112, $15,277, and $798,720 respectively. Six Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 12,540,620 $ 15,734,323 $ 249,456 $ 2,435,895 $ 30,960,294 Cost of revenues 5,407,176 10,168,001 205,919 1,889,057 17,670,153 Gross profit 7,133,444 5,566,322 43,537 546,838 13,290,141 General and administrative expenses 6,218,260 624,731 1,635,120 1,320,750 9,798,861 Loss on asset dispositions and impairments, net 987,406 - - - 987,406 Income (loss) from operations $ (72,222 ) $ 4,941,591 $ (1,591,583 ) $ (773,912 ) 2,503,874 Other income, net 412,068 Income before income taxes 2,915,942 Benefit from income taxes (276,145 ) Net income 3,192,087 Loss attributable to non-controlling interests (63,689 ) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,255,776 Depreciation and amortization expenses for the six months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $1,022,298, $1,653,816, $29,657 and $805,945 respectively. As of June 30, 2018 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,128,461 $ 18,504,599 $ 1,353,766 $ 174,441 $ 22,161,267 Property plant and equipment, net $ 22,743,321 $ 23,925,932 $ 69,062 $ 1,738,225 $ 48,476,540 Construction in progress $ 2,808,548 $ 8,585,860 $ 3,291 $ - $ 11,397,699 Intangible assets, net $ - $ 500,670 $ - $ 2,561,667 $ 3,062,337 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 4,885,211 $ 8,384,248 Land held for development $ - $ - $ 20,642,660 $ - $ 20,642,660 Total segment assets $ 50,290,675 $ 79,219,905 $ 25,562,952 $ 12,227,292 $ 167,300,824 As of December 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,406,595 $ 10,177,620 $ 1,155,318 $ 1,308,313 $ 15,047,846 Property, plant and equipment, net $ 23,172,382 $ 25,420,819 $ 84,339 $ 1,847,524 $ 50,525,064 Construction in progress $ 321,368 $ 1,498,625 $ 3,291 $ - $ 1,823,284 Intangible assets, net $ - $ 533,767 $ - $ 3,231,667 $ 3,765,434 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 4,885,211 $ 8,384,248 Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424 Total segment assets $ 52,095,524 $ 75,785,323 $ 24,488,173 $ 13,111,875 $ 165,480,895 |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 4. 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. The following summarizes information related to the computation of basic and diluted EPS: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 $ 624,548 $ 4,280,718 $ 3,255,776 Less: preferred stock dividends (3,488 ) (3,382 ) (6,296 ) (6,023 ) Net income available to common shares in the determination of basic earnings per common share $ 2,184,705 $ 621,166 $ 4,274,422 $ 3,249,753 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,959,309 14,889,816 14,959,284 14,880,889 Plus: Weighted average number of preferred shares outstanding during the period 34,442 36,684 33,767 35,958 Potential dilutive effect of unexercised options and unvested stock grants 123,975 129,054 123,661 128,357 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,117,726 15,055,554 15,116,712 15,045,204 |
Investment in OC-BVI
Investment in OC-BVI | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 5. Investment in OC-BVI The Company owns 50% of the outstanding voting common shares and a 43.53% equity interest in the profits of Ocean Conversion (BVI) Ltd. (“OC-BVI”). The Company also owns certain profit sharing rights in OC-BVI that raise its effective interest in the profits of OC-BVI to approximately 45%. Pursuant to a management services agreement, OC-BVI pays the Company monthly fees for certain engineering and administrative services. OC-BVI’s sole customer is the Ministry of Communications and Works of the Government of the British Virgin Islands (the “Ministry”) to which it sells bulk water. The Company’s equity investment in OC-BVI amounted to $2,501,008 and $2,783,882 as of June 30, 2018 and December 31, 2017, respectively. Until 2009, substantially all of the water sold by OC-BVI to the Ministry was supplied by one desalination plant with a capacity of 1.7 million gallons per day located at Baughers Bay, Tortola (the “Baughers Bay plant”). As discussed later in this Note (see “ Baughers Bay litigation” A reconciliation of the beginning and ending balances for the investment in OC-BVI for the six months ended June 30, 2018 is as follows: Balance as of December 31, 2017 $ 2,783,882 Profit sharing and equity from earnings of OC-BVI 323,126 Distributions received from OC-BVI (606,000 ) Balance as of June 30, 2018 $ 2,501,008 The Company recognized $157,483 and ($37,824) in earnings (losses) from its equity investment in OC-BVI for the three months ended June 30, 2018 and 2017, respectively, and $238,076 and ($10,958) for the six months ended June 30, 2018 and 2017, respectively. The Company recognized $56,700 and $0 in profit sharing income from its profit sharing agreement with OC-BVI for the three months ended June 30, 2018 and 2017, respectively, and $85,050 and $10,125 for the six months ended June 30, 2018 and 2017, respectively. For the three months ended June 30, 2018 and 2017, the Company recognized $122,912 and $119,204, respectively, in revenues from its management services agreement with OC-BVI. For the six months ended June 30, 2018 and 2017, the Company recognized $246,676 and $249,456, respectively, in revenues from its management services agreement with OC-BVI. Amounts payable by OC-BVI to the Company were $59,253 and $123,807 as of June 30, 2018 and December 31, 2017, respectively. The Company's deferred revenues from OC-BVI, included in other current liabilities in the accompanying condensed consolidated balance sheets, were $170,062 and $181,328 as of June 30, 2018 and December 31, 2017, respectively. Baughers Bay Litigation Through March 2010, OC-BVI supplied water to the BVI government from a plant located at Baughers Bay, Tortola, under the terms of a water supply agreement dated May 1990 (the “1990 Agreement”) with an initial seven-year term that expired in May 1999. The 1990 Agreement provided that such agreement would automatically be extended for another seven-year term unless the BVI government provided notice, at least eight months prior to such expiration, of its decision to purchase the plant from OC-BVI at the agreed upon amount under the 1990 Agreement of approximately $1.42 million. In correspondence between the parties from late 1998 through early 2000, the BVI government indicated that it intended to purchase the plant but would be amenable to negotiating a new water supply agreement and that it considered the 1990 Agreement to be in force on a monthly basis until negotiations between the BVI government and OC-BVI were concluded. OC-BVI continued to supply water from the plant and expended approximately $4.7 million between 1995 and 2003 to significantly expand the production capacity of the plant beyond that contemplated in the 1990 Agreement. In 2006, the BVI government took the position that the seven-year extension of the 1990 Agreement had been completed and that it was entitled to ownership of the Baughers Bay plant and during 2007 the BVI government filed a lawsuit with the Eastern Caribbean Supreme Court (the “Court”) seeking ownership of the Baughers Bay plant. OC-BVI counterclaimed to the Court that it was entitled to continued possession and operation of the Baughers Bay plant until the BVI government paid OC-BVI approximately $4.7 million, which OC-BVI believed represented the value of the Baughers Bay plant at its expanded production capacity. The Court ruled on this litigation in 2009, awarding ownership of the Baughers Bay plant to the BVI government without compensation to OC-BVI. Both OC-BVI and the BVI government 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 June 2012, the Appellate Court issued the final ruling with respect to the Baughers Bay litigation. This ruling reversed a previous ruling of the Court and awarded OC-BVI compensation for improvements made to the plant in the amount equal to the difference between (i) the value of the Baughers Bay plant at the date OC-BVI transferred possession of the plant to the BVI government and (ii) $1.42 million (the purchase price for the Baughers Bay plant under the 1990 Agreement). OC-BVI and the BVI government engaged a mutually approved valuation expert to complete a valuation of the Baughers Bay plant at the date it was transferred to the BVI government in accordance with the Appellate Court ruling. In June 2016, OC-BVI received the final valuation report from this valuation expert, which set forth a value for the Baughers Bay plant of $13.0 million as of the date OC-BVI transferred possession of the plant to the BVI government. Applying the valuation determined by the valuation expert to the formula set forth by the Appellate Court in its ruling, OC-BVI would be entitled to $11.58 BVI government. |
NSC and AdR Project Development
NSC and AdR Project Development | 6 Months Ended |
Jun. 30, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 6. NSC and AdR Project Development In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. The Company has since purchased, through the conversion of a loan it made to NSC, sufficient shares to raise its ownership interest in NSC to 99.99%. NSC was formed to pursue a project (the “Project”) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. As discussed in paragraphs that follow, during 2015 the scope of the Project was defined by the State of Baja California (the “State”) to consist of a first phase consisting of a 50 million gallon per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons of production capacity. Through a series of transactions completed in 2012-2014, NSC purchased 20.1 hectares of land for approximately $20.6 million on which the proposed Project’s plant would be constructed. In November 2012, NSC entered into a lease with an effective term of 20-years from the date of full operation of the Project’s desalination plant, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $15,000 per month. This lease may be cancelled by NSC should NSC ultimately not proceed with the Project. In August 2014, the State enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority and a private party that NSC is seeking to complete the Project. Pursuant to this new legislation, 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 the requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”) to SIDUE in late March 2015. The new legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the “APP Committee”) for review and authorization. If the Project was authorized the State would be required to conduct a public tender for the Project. In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project should proceed, and the required public tender should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and a pipeline that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. April 2016 and in June 2016, the State designated the Consortium as the winner of the tender process for the Project. 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. In August 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial 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 December 31, 2017, NSC owned 99.6% of the equity of AdR. On August 22, 2016, the Public Private Partnership Agreement for public private partnership number 002/2015, bid number SIDUE-CEA-APP-2015-002 (“APP Contract”), was executed between AdR, CEA, the Government of Baja California represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract requires AdR to design, construct, finance and operate a seawater desalination plant (and accompanying aqueducts) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican potable water system in Tijuana, Baja California; and the second phase with a capacity of 50 million gallons per day and an aqueduct to a second delivery point in Tijuana. The first phase must be operational within 36 months of commencing construction and the second phase must be operational by the end of 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueducts for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueducts will be transferred to CEA. The APP Contract does not become effective until the following conditions are met: · the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project; · the CEA has obtained the rights from the relevant federal authority to take and desalinate seawater and distribute it for municipal use; · various water purchase and sale agreements between the CEA, the payment trusts and the CESPT have been executed; · AdR has obtained all of the rights of way required for the aqueduct; · AdR has obtained permission from the relevant federal authority to discharge the residual water from the Project’s desalination plant; and · all debt financing agreements necessary to provide the funding to AdR for the first phase of the Project have been executed. In December 2016, the Congress of the State of Baja California, Mexico passed Decreto #57 which, among other things, ratified and authorized the payment obligations of the corresponding public entities under the APP Contract. During 2017, following consultations between representatives of the State of Baja California and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments to Decreto #57 were required in order to comply with recent changes to the Federal Financial Discipline Law for Federative Entities and Municipalities. In addition, it was necessary to amend Decreto #57 to authorize the inclusion of revenues from the CESPT in the primary payment trust for the Project. These amendments were included in Decreto #168, which was approved by the Congress of the State of Baja California in December 2017. Following its issuance, two actions were filed in Mexican Courts against Decreto #168. While neither NSC nor AdR have been named as a party in these actions, based upon publicly available information, the Company believes (1) one of these actions consists of a challenge filed by certain members of the Congress of the State of Baja California alleging certain elements of Decreto #168 are contrary to the Mexican constitution; and (2) that the other action represents an amparo (i.e. a constitutional appeal) filed by certain members of indigenous groups that alleges Decreto #168 violates certain of the human rights and individual guarantees they are afforded under the Mexican constitution. With respect to the action mentioned in (1), the Company cannot presently determine what impact, if any, it will have upon the Project. With respect to the action mentioned in number (2), according to publicly available information, the Company understands that on March 27, 2018, a resolution dismissing such proceeding was issued (and subsequently published in the official lists of the corresponding court on April 16, 2018), as the claimants were not able to evidence their legal interest. On May 3, 2018, the court deciding on such action determined this resolution to be final, as the claimants did not file a remedy against it. Both the exchange rate for the Mexico peso relative to the dollar and general macroeconomic conditions in Mexico have varied since the execution of the APP Contract. These changes have adversely impacted the estimated construction, operating, and financing costs for the Project. The APP Contract and the APP Law allow for the parties to negotiate (but do not guarantee) modifications to the water tariff in the event of such significant macroeconomic condition changes. On February 10, 2017, AdR submitted proposals to the CEA requesting an increase to the water tariff to compensate for changes in foreign exchange rates, lending rates and certain changes in law which have impacted the Project. On June 1, 2018, AdR and the CEA executed an amendment to the APP Contract which, among other things, increases the scope of Phase 1 of the Project by including the aqueduct originally designated for Phase 2, and addresses AdR’s concerns regarding the impact on the Project of changes in the exchange rate for the peso relative to the dollar and changes in interest rates that have occurred subsequent to the submission of the Consortium’s bid for the Project. As a result of this amendment to the APP Contract, the cost of Phase 1 of the Project and the related water tariff to be charged by AdR have not yet been finalized, as such amounts will be based upon the bid submitted by the Consortium, the changes set forth in the amendment to the APP contract and the economic conditions (e.g. interest rates and currency exchange rates) in effect on the financial closing date for Phase 1. In February 2018, AdR executed a subscription agreement (the “Agreement”) for the equity funding required for the Project. The Agreement calls for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, will acquire a minimum of 55% of the equity of AdR. The Agreement also provides Suez Medio Ambiente México, S.A. de C.V. (“Suez”), a subsidiary of SUEZ International, S.A.S., with the option to purchase 20% of the equity of AdR. If Suez does not exercise this option, NSC will retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement will become effective when the additional conditions related to the Project are met, including but not limited to those conditions discussed previously. The aggregate investment to be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated at approximately 20% of the total cost of Phase 1 of the Project. In February 2018, CW-Holdings acquired the remaining 0.4% of AdR’s equity interest previously held by NuWater. In June 2018, AdR and Suez executed a contract whereby Suez will serve as the engineering, construction and procurement contractor for the Project with such contract becoming effective on the effective date of the APP Contract. If AdR is ultimately unable to proceed with the Project, the land NSC has purchased and the right of way deposits may lose their strategic importance derived from their association with the Project and consequently may decline in value. If AdR does not proceed with the Project, NSC may ultimately be unable to sell this land or recoup their right of way deposits for amounts at least equal to their carrying values as of June 30, 2018 of approximately $20.6 million and $1.3 million, respectively. Any loss on the sale of the land, or impairment losses NSC may be required to record as a result of a decrease in the (i) fair value of the land; or (ii) value of the rights of way arising from the inability to complete the Project could have a material adverse impact on the Company’s results of operations. 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 $664,000 and $885,000 for the three months ended June 30, 2018 and 2017, respectively, and $1,312,000 and $1,605,000 for the six months ended June 30, 2018 and 2017, respectively. The assets and liabilities of NSC and AdR included in the Company’s consolidated balance sheets amounted to approximately $24.4 million and $208,000, respectively, as of June 30, 2018 and approximately $22.3 million and $173,000 respectively, as of December 31, 2017. Project Litigation Initiated by EWG Tecate Claim: Immediately following CW-Cooperatief’s acquisition of its initial 50% ownership in NSC, the remaining 50% ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (“EWG”) and the other half of its shares in NSC to Alejandro de la Vega (the “individual shareholder”). In February 2012, the Company paid $300,000 to enter into an agreement (the “Option Agreement”) that provided it with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $1.0 million along with an immediate power of attorney to vote those shares. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, the Company acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required the Company to issue new shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement; and (ii) the Company did not exercise its share purchase option by February 7, 2014. The Company exercised its option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. In October 2015, the Company learned that EWG filed a lawsuit against the individual shareholder, NSC, NSA, CW-Cooperatief, other third parties, 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 99.99%. EWG requested that the court, as a preliminary matter: (a) suspend the effectiveness of the challenged transactions; (b) order public officials in Mexico to record the pendency of the lawsuit in the public records; and (c) appoint an inspector for NSA and NSC to oversee its commercial activities. The court granted, ex-parte, the preliminary relief sought by EWG, which resulted in the placement of inscriptions for the lawsuit on NSC’s public records. EWG also sought an order directing, among other things: (i) NSA, NSC and CW-Cooperatief to refrain from carrying out any transactions with respect to the Project; and (ii) NSA, NSC and CW-Cooperatief, and the partners thereof, to refrain from transferring any interests in NSA, NSC and CW-Cooperatief. On April 5, 2016, NSC filed a motion for reconsideration with the Tecate, Mexico court asking, among other things, that the court; (i) reverse its order to record the pendency of the lawsuit in the public records; (ii) cancel the appointment of the inspector; and (iii) allow NSC to provide a counter-guarantee to suspend the effects of the court’s order regarding the challenged transactions. On April 26, 2016, the Tecate, Mexico court issued an interlocutory judgment (i) ordering the cancellation of the inscriptions on NSC’s public records; and (ii) rejecting NSC’s motion for cancellation of the appointment of the inspector. On April 26, 2016, NSC filed a full answer to EWG’s claims rejecting every claim made by EWG. On May 17, 2016, NSC filed a claim with the Third District Court in Matters of Amparo and Federal Trials in the City of Tijuana, Baja California (the “Amparo Court”) challenging the Tecate, Mexico court ex-parte order which appointed an inspector over NSC’s commercial activities. On July 29, 2016, the Amparo Court found that such appointment is unconstitutional and reversed the Tecate, Mexico court’s appointment of an inspector. On September 6, 2016, the Tecate, Mexico court issued a decree granting the counter-guaranty requested by NSC. Such counter-guaranty was fixed in the amount of 300,000 Mexican pesos and was given to the court on October 13, 2016 at which time all remaining ex-parte restrictions on NSC related to the challenged transactions were suspended. 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. Tijuana Claim – Amparo: In addition to the Tecate Claim, the Company understands from publicly available information that during 2018, EWG initiated an ordinary mercantile claim against the individual shareholder named in the Tecate Claim, NSC and CW-Cooperatief, (with AdR being named as a third party to be called to trial) before the Tenth Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”). Neither NSC nor CW-Cooperatief have been officially served with such claim, nor has AdR been notified that it has to appear for such trial. However, the Company understands that this claim is similar to the Tecate Claim in the petitions sought by EWG. In this claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99%, future. In April 2018, AdR filed an amparo (i.e. a constitutional appeal) against the official writs issued by the Tenth Civil Judge to two governmental entities. In May 2018, the amparo claim was amended to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities and one banking institution. In May 2018, the Third District Court for Amparo and Federal Trials in the State of Baja California with residence in Tijuana granted a temporary suspension of the effects and consequences of the claimed official writs issued by the Tenth Civil Judge pending a further determination by the Third District Court. The Company cannot presently determine what impact the resolution of this litigation may have on the Project. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 7. Fair value measurements As of June 30, 2018 and December 31, 2017, the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, the note payable to related party, the demand loan payable and dividends payable approximate their fair values due to the short-term maturities of these instruments. Management considers that the carrying amounts for loans receivable as of June 30, 2018 and December 31, 2017 approximate their fair value as the stated interest rates approximate market rates. Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of June 30, 2018 and December 31, 2017. June 30, 2018 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 158,000 $ 158,000 December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 280,000 $ 280,000 The activity for the Level 3 asset for the six months ended June 30, 2018: Net asset arising from put/call options (1) Balance as of December 31, 2017 $ 280,000 Unrealized loss (122,000 ) Balance as of June 30, 2018 $ 158,000 (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 market 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 asset arising from the put/call options is included in other assets in the accompanying condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. Contingencies CW-Bahamas CW-Bahamas’ accounts receivable balances due from the WSC amounted to $16.6 million as of June 30, 2018 as compared to $9.1 million as of December 31, 2017. The increase in these accounts receivable has adversely impacted the liquidity of this subsidiary. CW-Bahamas has also experienced similar delays in collecting its accounts receivable from the WSC in several prior years. During these times, the Company arranged meetings and held discussions with representatives of the WSC and the Bahamas government to formulate a payment schedule for WSC’s delinquent accounts receivable and such amounts were eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of significant delinquent balances. But despite its requests to date, during 2018 CW-Bahamas has not received any information as to why its accounts receivable have not been paid, nor has it received a proposed payment schedule for these receivables, from the WSC or the Bahamas government. Although the $16.6 million accounts receivable balance due from the WSC as of June 30, 2018 is among the largest in CW-Bahamas’ history, given (i) the WSC’s and the Bahamas government’s prior payment history; and (ii) that the Company knows of no reason why such receivables should be in dispute, the Company believes that these accounts receivable from the WSC are fully collectible and have not recorded an allowance for doubtful accounts for any portion of these receivables. 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, 2018 and 2017, the Company generated approximately 39% and 39%, respectively, of its consolidated revenues and 53% and 52%, respectively, of its consolidated gross profit from the retail water operations conducted pursuant to Cayman Water’s exclusive license. For the six months ended June 30, 2018 and 2017, the Company generated approximately 40% and 40%, respectively, of its consolidated revenues and 54% and 54%, respectively, of its consolidated gross profit from the retail water operations conducted pursuant to Cayman Water’s exclusive license. The license was originally scheduled to expire in July 2010 but has been extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate the terms of a new license agreement. The most recent extension of the license expired on January 31, 2018. The Company continues to provide water subsequent to January 31, 2018 on the assumption that the license has been further extended to allow the parties to continue negotiations without interruption to an essential service. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services, and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for economic regulation of the water utility sector and the retail license negotiations from the WAC to OfReg in May 2017. The Company began license negotiations with OfReg in July 2017 and such negotiations are continuing. Under its present license, Cayman Water pays a royalty to the government of 7.5% of its gross retail water sales revenues (excluding energy cost adjustments). The selling prices of water sold to its customers are determined by the license and vary depending upon the type and location of the customer and the monthly volume of water purchased. The license provides for an automatic adjustment for inflation or deflation on an annual basis, subject to temporary limited exceptions, and an automatic adjustment for the cost of electricity on a monthly basis. The WAC, on behalf of the government, previously reviewed and confirmed the calculations of the price adjustments for inflation and electricity costs. Regulatory responsibility for the water utility sector was transferred from the WAC to OfReg in May 2017, and all reviews and confirmations of calculations of the price adjustments for inflation and electricity costs are now performed by OfReg. If Cayman Water wants to adjust its prices for any reason other than inflation or electricity costs, Cayman Water has to request prior approval of the Cabinet of the Cayman Islands government. Disputes regarding price adjustments would be referred to arbitration. 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. OC-Cayman Through its wholly-owned subsidiary, OC-Cayman, the Company provides bulk water to the WAC, a government-owned utility and regulatory agency, under various agreements. The WAC in turn distributes that water to properties in Grand Cayman outside of Cayman Water’s retail license area. The water OC-Cayman sells to the WAC is produced at three reverse osmosis seawater conversion plants in Grand Cayman owned by the WAC, but designed, built and operated by OC-Cayman: the North Sound, Red Gate and North Side Water Works plants. The current operating agreements for the North Sound, Red Gate and North Side Water Works plants expire in February 2019, February 2019, and June 2019, respectively. The Company generated total revenues of approximately $3.7 million and $7.2 million from these three plants during the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. If the Company does not obtain new bulk water supply agreements for these three plants, or if such new agreements are obtained on terms less favorable than the Company’s existing agreements, its results of operations and cash flows will be adversely affected. CW-Belize By Statutory Instrument No. 81 of 2009, the Minister of Public Utilities of the government of Belize published an order, the Public Utility Provider Class Declaration Order, 2009 (the “Order”), which as of May 1, 2009 designated CW-Belize as a public utility provider under the laws of Belize. With this designation, the Public Utilities Commission of Belize (the “PUC”) has the authority to set the rates charged by CW-Belize and to otherwise regulate its activities. On November 1, 2010, CW-Belize received a formal complaint from the PUC alleging that CW-Belize was operating without a license under the terms of the Water Industry Act. CW-Belize applied for this license in December 2010. On July 29, 2011, the PUC issued the San Pedro Public Water Supply Quality and Security Complaint Order (the “Second Order”) which among other things requires that (i) CW-Belize and its customer jointly make a submission to the responsible Minister requesting that the area surrounding CW-Belize’s seawater abstraction wells be designated a forest reserve or national park and be designated a Controlled Area under section 58 of the Water Industry Act; (ii) CW-Belize submit an operations manual for CW-Belize’s desalination plant to the PUC for approval; (iii) CW-Belize and its customer modify the water supply agreement between the parties to (a) include new water quality parameters included in the Order and (b) cap the current exclusive water supply arrangement in the agreement at a maximum of 450,000 gallons per day; (iv) CW-Belize keep a minimum number of replacement seawater RO membranes in stock at all times; and (v) CW-Belize take possession of and reimburse the PUC for certain equipment which the PUC purchased from a third-party in late 2010. CW-Belize has applied for declaratory judgment and has been granted a temporary injunction to stay the enforcement of the Second Order by the PUC until such time as the Belize courts could hear the matter. The initial hearing on this matter was conducted on October 30 and 31, 2012 with an additional hearing on November 29, 2012. On December 8, 2017, CW-Belize received a favorable ruling from the Supreme Court of Belize stating that (i) the claims by the PUC in the Order and the Second Order were unlawful, null and void and of no effect; and (ii) stated that the PUC is prohibited from taking any steps or proceedings or making any further Order in respect of the said Order. However, on February 20, 2018, the PUC filed an appeal of this ruling with the Belize Court of Appeal, the results of which are pending. The Company is presently unable to determine what impact the resolution of this matter will have on its financial condition, results of operations or cash flows. CW-Bali In October 2017, CW-Bali’s sole remaining customer filed a lawsuit in the district court of Denpasar in Bali, Indonesia against CW-Bali, CW-Bali’s President, and the Company’s Chief Financial Officer in his capacity as the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and punitive damages of 26 billion rupiahs as a result of the anticipated breach of this customer’s water supply agreement that will arise from CW-Bali’s planned cessation of operations. Such damages were equivalent to approximately $4.0 million and $1.8 million, respectively, based upon the exchange rate between the dollar and rupiah as of June 30, 2018. In April 2018, the Densapar court ruled that it had no authority to adjudicate the case due to a clause in the water supply agreement that requires all disputes to be handled through arbitration in Singapore. However, the customer immediately filed an appeal with respect to the Denpasar court ruling. The Company cannot presently determine the outcome of the appeal or what effect the resolution of this matter will have on its consolidated financial statements. |
Impact of recent accounting sta
Impact of recent accounting standards | 6 Months Ended |
Jun. 30, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 9. Impact of recent accounting standards Adoption of new accounting standards In 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 , which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net ), that amends the principal versus agent guidance in ASU 2014-09. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting . ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies implementation guidance around collectability, sales taxes collected from customers, noncash considerations, contract modifications at transition, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers 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. On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. There was no impact to opening retained earnings as of January 1, 2018 as a result of the adoption of this standard. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation and disclosure of financial assets and financial liabilities. In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , that clarifies the guidance in ASU No. 2016-01 on equity securities and certain fair value option liabilities among other things. ASU 2016-01 and ASU 2018-03 are effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017 and, for most provisions, is effective using the cumulative-effect transition approach. Early application is permitted for certain provisions. The adoption of ASU 2016-01 and ASU 2018-03 did not have a material impact on the Company’s financial position, results of operations or cash flows. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies how certain cash receipts and payments are presented in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-15 did not have a material impact on the Company’s financial position, results of operations or cash flows for the six months ended June 30, 2018. For the six months ended June 30, 2017, the adoption resulted in a reclass of approximately $1.1 million from investing activities to operating activities in the condensed consolidated statement of cash flows related to the distribution of earnings from OC-BVI. Effect of newly issued but not yet effective accounting standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. The accounting guidance for lessors will remain relatively largely unchanged. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent events In February 2017, the Company and the former sole shareholder of Aerex loaned Aerex $408,000 and $392,000, respectively, in the form of notes payable which were scheduled to mature on September 30, 2017 and bore interest at 1% per annum. In October 2017, the Company and the former sole shareholder of Aerex extended the term of the notes payable issued in February 2017 for an additional six months to a new maturity date of March 31, 2018. Additionally, in October 2017 the Company and the former sole shareholder loaned Aerex an additional $306,000 and $294,000, respectively, in the form of notes payable that bore interest at 1% with a maturity date of March 31, 2018. In March 2018, the original notes payable of $408,000 and $392,000 were repaid and the maturity date of the remaining notes payable of $306,000 and $294,000 was extended to September 30, 2018. In July 2018, the balances of these remaining notes payable were increased to $1,122,000 and $1,078,000, respectively, and their maturities were extended to June 30, 2019. 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, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation: The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2018. 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, 2017. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency: |
Cash and Cash Equivalents, Policy [Policy Text Block] | 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, 2018, the equivalent United States dollar cash balances for deposits held in the Bahamas and Belize were approximately $6.3 million and $5.8 million, respectively. |
Reclassification, Policy [Policy Text Block] | Comparative amounts: |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Retail revenues $ 6,268,023 $ 6,064,016 $ 12,699,371 $ 12,540,620 Bulk revenues 8,488,850 8,043,921 16,717,365 15,734,323 Services revenues 122,912 119,204 246,676 249,456 Manufacturing revenues 992,430 1,056,047 1,545,198 2,435,895 Total revenues $ 15,872,215 $ 15,283,188 $ 31,208,610 $ 30,960,294 Retail revenues The Company produces and supplies water to end-users, including residential, commercial and government customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated and rapidly developing areas on Grand Cayman Island. CW-Bali owns and operates a desalination plant in Bali, Indonesia that sells water to resort and residential properties. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2017, 2016 and 2015, bad debts represented less than 1% of the Company’s total annual retail sales. The Company recognizes revenues from water sales at the time water is supplied to the customer’s facility or storage tank. The amount of water supplied is determined based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts and revenue is recorded as invoiced. Bulk revenues The Company produces and supplies water to government-owned distributors in the Cayman Islands, Belize and the Bahamas. OC-Cayman provides bulk water to the Water Authority-Cayman (“WAC”), a government-owned utility and regulatory agency, under various agreements. The WAC in turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area. In Belize, CW-Belize is the exclusive provider of water in Ambergris Caye to Belize Water Services Ltd. (“BWSL”), a government-controlled entity which distributes the water through its own pipeline system to residential, commercial and tourist properties. BWSL distributes the Company’s water primarily to residential properties, small hotels, and businesses that serve the tourist market. The Company sells bulk water in the Bahamas through its majority-owned subsidiary CW-Bahamas to the Water and Sewerage Corporation of the Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. The Company also sells water to a private resort on Bimini. The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. Manufacturing revenues The Company, through its 51% owned subsidiary Aerex, is a custom and specialty manufacturer of water treatment-related systems and products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies. The Company recognizes manufacturing revenues over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and overhead. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any costs and estimated earnings in excess of billings are classified as current assets. Billings in excess of costs and estimated earnings on uncompleted contracts, if any, are classified as current liabilities. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
Accounting policies (Tables)
Accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Retail revenues $ 6,268,023 $ 6,064,016 $ 12,699,371 $ 12,540,620 Bulk revenues 8,488,850 8,043,921 16,717,365 15,734,323 Services revenues 122,912 119,204 246,676 249,456 Manufacturing revenues 992,430 1,056,047 1,545,198 2,435,895 Total revenues $ 15,872,215 $ 15,283,188 $ 31,208,610 $ 30,960,294 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 Retail Bulk Services Manufacturing Total Revenues $ 6,268,023 $ 8,488,850 $ 122,912 $ 992,430 $ 15,872,215 Cost of revenues 2,722,650 5,793,704 104,069 655,679 9,276,102 Gross profit 3,545,373 2,695,146 18,843 336,751 6,596,113 General and administrative expenses 2,930,268 349,897 665,738 608,851 4,554,754 Loss on asset dispositions and impairments, net 650 - - - 650 Income (loss) from operations $ 614,455 $ 2,345,249 $ (646,895 ) $ (272,100 ) 2,040,709 Other income, net 307,298 Income before income taxes 2,348,007 Benefit from income taxes (48,878 ) Net income 2,396,885 Income attributable to non-controlling interests 208,692 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 Depreciation and amortization expenses for the three months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $504,616, $808,964, $7,639 and $399,426, respectively. Three Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 6,064,016 $ 8,043,921 $ 119,204 $ 1,056,047 $ 15,283,188 Cost of revenues 2,722,890 5,152,212 103,753 847,760 8,826,615 Gross profit 3,341,126 2,891,709 15,451 208,287 6,456,573 General and administrative expenses 3,205,400 323,655 891,714 580,900 5,001,669 Loss on asset dispositions and impairments, net 997,006 - - - 997,006 Income (loss) from operations $ (861,280 ) $ 2,568,054 $ (876,263 ) $ (372,613 ) 457,898 Other income, net 18,289 Income before income taxes 476,187 Benefit from income taxes (136,448 ) Net income 612,635 Loss attributable to non-controlling interests (11,913 ) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 624,548 Depreciation and amortization expenses for the three months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $512,478, $827,037, $7,638 and $399,456, respectively. Six Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 12,699,371 $ 16,717,365 $ 246,676 $ 1,545,198 $ 31,208,610 Cost of revenues 5,484,204 11,190,295 238,940 1,094,540 18,007,979 Gross profit 7,215,167 5,527,070 7,736 450,658 13,200,631 General and administrative expenses 6,075,751 691,864 1,316,374 1,238,209 9,322,198 Loss on asset dispositions and impairments, net 1,990 - - - 1,990 Income (loss) from operations $ 1,137,426 $ 4,835,206 $ (1,308,638 ) $ (787,551 ) 3,876,443 Other income, net 452,208 Income before income taxes 4,328,651 Benefit from income taxes (126,266 ) Net income 4,454,917 Income attributable to non-controlling interests 174,199 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,280,718 Depreciation and amortization expenses for the six months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $1,007,629, $1,618,112, $15,277, and $798,720 respectively. Six Months Ended June 30, 2017 Retail Bulk Services Manufacturing Total Revenues $ 12,540,620 $ 15,734,323 $ 249,456 $ 2,435,895 $ 30,960,294 Cost of revenues 5,407,176 10,168,001 205,919 1,889,057 17,670,153 Gross profit 7,133,444 5,566,322 43,537 546,838 13,290,141 General and administrative expenses 6,218,260 624,731 1,635,120 1,320,750 9,798,861 Loss on asset dispositions and impairments, net 987,406 - - - 987,406 Income (loss) from operations $ (72,222 ) $ 4,941,591 $ (1,591,583 ) $ (773,912 ) 2,503,874 Other income, net 412,068 Income before income taxes 2,915,942 Benefit from income taxes (276,145 ) Net income 3,192,087 Loss attributable to non-controlling interests (63,689 ) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,255,776 Depreciation and amortization expenses for the six months ended June 30, 2017 for the retail, bulk, services and manufacturing segments were $1,022,298, $1,653,816, $29,657 and $805,945 respectively. As of June 30, 2018 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,128,461 $ 18,504,599 $ 1,353,766 $ 174,441 $ 22,161,267 Property plant and equipment, net $ 22,743,321 $ 23,925,932 $ 69,062 $ 1,738,225 $ 48,476,540 Construction in progress $ 2,808,548 $ 8,585,860 $ 3,291 $ - $ 11,397,699 Intangible assets, net $ - $ 500,670 $ - $ 2,561,667 $ 3,062,337 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 4,885,211 $ 8,384,248 Land held for development $ - $ - $ 20,642,660 $ - $ 20,642,660 Total segment assets $ 50,290,675 $ 79,219,905 $ 25,562,952 $ 12,227,292 $ 167,300,824 As of December 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,406,595 $ 10,177,620 $ 1,155,318 $ 1,308,313 $ 15,047,846 Property, plant and equipment, net $ 23,172,382 $ 25,420,819 $ 84,339 $ 1,847,524 $ 50,525,064 Construction in progress $ 321,368 $ 1,498,625 $ 3,291 $ - $ 1,823,284 Intangible assets, net $ - $ 533,767 $ - $ 3,231,667 $ 3,765,434 Goodwill $ 1,170,511 $ 2,328,526 $ - $ 4,885,211 $ 8,384,248 Land held for development $ - $ - $ 20,558,424 $ - $ 20,558,424 Total segment assets $ 52,095,524 $ 75,785,323 $ 24,488,173 $ 13,111,875 $ 165,480,895 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 2017 2018 2017 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 $ 624,548 $ 4,280,718 $ 3,255,776 Less: preferred stock dividends (3,488 ) (3,382 ) (6,296 ) (6,023 ) Net income available to common shares in the determination of basic earnings per common share $ 2,184,705 $ 621,166 $ 4,274,422 $ 3,249,753 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,959,309 14,889,816 14,959,284 14,880,889 Plus: Weighted average number of preferred shares outstanding during the period 34,442 36,684 33,767 35,958 Potential dilutive effect of unexercised options and unvested stock grants 123,975 129,054 123,661 128,357 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,117,726 15,055,554 15,116,712 15,045,204 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | A reconciliation of the beginning and ending balances for the investment in OC-BVI for the six months ended June 30, 2018 is as follows: Balance as of December 31, 2017 $ 2,783,882 Profit sharing and equity from earnings of OC-BVI 323,126 Distributions received from OC-BVI (606,000 ) Balance as of June 30, 2018 $ 2,501,008 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2018 and December 31, 2017. June 30, 2018 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 158,000 $ 158,000 December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 280,000 $ 280,000 |
Fair Value Measurements, Nonrecurring [Table Text Block] | The activity for the Level 3 asset for the six months ended June 30, 2018: Net asset arising from put/call options (1) Balance as of December 31, 2017 $ 280,000 Unrealized loss (122,000 ) Balance as of June 30, 2018 $ 158,000 (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 market 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 asset arising from the put/call options is included in other assets in the accompanying condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017. |
Accounting policies (Details)
Accounting policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Retail revenues | $ 6,268,023 | $ 6,064,016 | $ 12,699,371 | $ 12,540,620 |
Bulk revenues | 8,488,850 | 8,043,921 | 16,717,365 | 15,734,323 |
Services revenues | 122,912 | 119,204 | 246,676 | 249,456 |
Manufacturing revenues | 992,430 | 1,056,047 | 1,545,198 | 2,435,895 |
Total revenue | $ 15,872,215 | $ 15,283,188 | $ 31,208,610 | $ 30,960,294 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Feb. 29, 2016 | |
Accounting Policies [Line Items] | ||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ (145,297) | $ 104,804 | $ (41,742) | $ 169,951 | ||
Maximum [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Percentage Of Bad Debts | 1.00% | |||||
Aerex Industries Inc [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | 51.00% | |||
Certificates of Deposit [Member] | ||||||
Accounting Policies [Line Items] | ||||||
Cash Equivalents, at Carrying Value | $ 13,600,000 | $ 13,600,000 | $ 15,900,000 | |||
BELIZE | ||||||
Accounting Policies [Line Items] | ||||||
Deposits held in foreign bank | 5,800,000 | 5,800,000 | ||||
BAHAMAS | ||||||
Accounting Policies [Line Items] | ||||||
Deposits held in foreign bank | $ 6,300,000 | $ 6,300,000 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 15,872,215 | $ 15,283,188 | $ 31,208,610 | $ 30,960,294 | |
Cost of revenues | 9,276,102 | 8,826,615 | 18,007,979 | 17,670,153 | |
Gross profit | 6,596,113 | 6,456,573 | 13,200,631 | 13,290,141 | |
General and administrative expenses | 4,554,754 | 5,001,669 | 9,322,198 | 9,798,861 | |
Loss on asset dispositions and impairments, net | 650 | 997,006 | 1,990 | 987,406 | |
Income (loss) from operations | 2,040,709 | 457,898 | 3,876,443 | 2,503,874 | |
Other income, net | 307,298 | 18,289 | 452,208 | 412,068 | |
Income before income taxes | 2,348,007 | 476,187 | 4,328,651 | 2,915,942 | |
Benefit from income taxes | (48,878) | (136,448) | (126,266) | (276,145) | |
Net income | 2,396,885 | 612,635 | 4,454,917 | 3,192,087 | |
Income (loss) attributable to non-controlling interests | 208,692 | (11,913) | 174,199 | (63,689) | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | 2,188,193 | 624,548 | 4,280,718 | 3,255,776 | |
Total segment assets | 167,300,824 | 167,300,824 | $ 165,480,895 | ||
Accounts receivable, net | 22,161,267 | 22,161,267 | 15,047,846 | ||
Property plant and equipment, net | 48,476,540 | 48,476,540 | 50,525,064 | ||
Construction in progress | 11,397,699 | 11,397,699 | 1,823,284 | ||
Intangible assets, net | 3,062,337 | 3,062,337 | 3,765,434 | ||
Goodwill | 8,384,248 | 8,384,248 | 8,384,248 | ||
Land held for development | 20,642,660 | 20,642,660 | 20,558,424 | ||
Retail [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,268,023 | 6,064,016 | 12,699,371 | 12,540,620 | |
Cost of revenues | 2,722,650 | 2,722,890 | 5,484,204 | 5,407,176 | |
Gross profit | 3,545,373 | 3,341,126 | 7,215,167 | 7,133,444 | |
General and administrative expenses | 2,930,268 | 3,205,400 | 6,075,751 | 6,218,260 | |
Loss on asset dispositions and impairments, net | 650 | 997,006 | 1,990 | 987,406 | |
Income (loss) from operations | 614,455 | (861,280) | 1,137,426 | (72,222) | |
Total segment assets | 50,290,675 | 50,290,675 | 52,095,524 | ||
Accounts receivable, net | 2,128,461 | 2,128,461 | 2,406,595 | ||
Property plant and equipment, net | 22,743,321 | 22,743,321 | 23,172,382 | ||
Construction in progress | 2,808,548 | 2,808,548 | 321,368 | ||
Intangible assets, net | 0 | 0 | 0 | ||
Goodwill | 1,170,511 | 1,170,511 | 1,170,511 | ||
Land held for development | 0 | 0 | 0 | ||
Bulk [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 8,488,850 | 8,043,921 | 16,717,365 | 15,734,323 | |
Cost of revenues | 5,793,704 | 5,152,212 | 11,190,295 | 10,168,001 | |
Gross profit | 2,695,146 | 2,891,709 | 5,527,070 | 5,566,322 | |
General and administrative expenses | 349,897 | 323,655 | 691,864 | 624,731 | |
Loss on asset dispositions and impairments, net | 0 | 0 | 0 | 0 | |
Income (loss) from operations | 2,345,249 | 2,568,054 | 4,835,206 | 4,941,591 | |
Total segment assets | 79,219,905 | 79,219,905 | 75,785,323 | ||
Accounts receivable, net | 18,504,599 | 18,504,599 | 10,177,620 | ||
Property plant and equipment, net | 23,925,932 | 23,925,932 | 25,420,819 | ||
Construction in progress | 8,585,860 | 8,585,860 | 1,498,625 | ||
Intangible assets, net | 500,670 | 500,670 | 533,767 | ||
Goodwill | 2,328,526 | 2,328,526 | 2,328,526 | ||
Land held for development | 0 | 0 | 0 | ||
Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 122,912 | 119,204 | 246,676 | 249,456 | |
Cost of revenues | 104,069 | 103,753 | 238,940 | 205,919 | |
Gross profit | 18,843 | 15,451 | 7,736 | 43,537 | |
General and administrative expenses | 665,738 | 891,714 | 1,316,374 | 1,635,120 | |
Loss on asset dispositions and impairments, net | 0 | 0 | 0 | 0 | |
Income (loss) from operations | (646,895) | (876,263) | (1,308,638) | (1,591,583) | |
Total segment assets | 25,562,952 | 25,562,952 | 24,488,173 | ||
Accounts receivable, net | 1,353,766 | 1,353,766 | 1,155,318 | ||
Property plant and equipment, net | 69,062 | 69,062 | 84,339 | ||
Construction in progress | 3,291 | 3,291 | 3,291 | ||
Intangible assets, net | 0 | 0 | 0 | ||
Goodwill | 0 | 0 | 0 | ||
Land held for development | 20,642,660 | 20,642,660 | 20,558,424 | ||
Manufacturing [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 992,430 | 1,056,047 | 1,545,198 | 2,435,895 | |
Cost of revenues | 655,679 | 847,760 | 1,094,540 | 1,889,057 | |
Gross profit | 336,751 | 208,287 | 450,658 | 546,838 | |
General and administrative expenses | 608,851 | 580,900 | 1,238,209 | 1,320,750 | |
Loss on asset dispositions and impairments, net | 0 | 0 | 0 | 0 | |
Income (loss) from operations | (272,100) | $ (372,613) | (787,551) | $ (773,912) | |
Total segment assets | 12,227,292 | 12,227,292 | 13,111,875 | ||
Accounts receivable, net | 174,441 | 174,441 | 1,308,313 | ||
Property plant and equipment, net | 1,738,225 | 1,738,225 | 1,847,524 | ||
Construction in progress | 0 | 0 | 0 | ||
Intangible assets, net | 2,561,667 | 2,561,667 | 3,231,667 | ||
Goodwill | 4,885,211 | 4,885,211 | 4,885,211 | ||
Land held for development | $ 0 | $ 0 | $ 0 |
Segment information (Details Te
Segment information (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 504,616 | $ 512,478 | $ 1,007,629 | $ 1,022,298 |
Bulk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 808,964 | 827,037 | 1,618,112 | 1,653,816 |
Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 7,639 | 7,638 | 15,277 | 29,657 |
Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 399,426 | $ 399,456 | $ 798,720 | $ 805,945 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,188,193 | $ 624,548 | $ 4,280,718 | $ 3,255,776 |
Less: preferred stock dividends | (3,488) | (3,382) | (6,296) | (6,023) |
Net income available to common shares in the determination of basic earnings per common share | $ 2,184,705 | $ 621,166 | $ 4,274,422 | $ 3,249,753 |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 14,959,309 | 14,889,816 | 14,959,284 | 14,880,889 |
Plus: | ||||
Weighted average number of preferred shares outstanding during the period | 34,442 | 36,684 | 33,767 | 35,958 |
Potential dilutive effect of unexercised options and unvested stock grants | 123,975 | 129,054 | 123,661 | 128,357 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 15,117,726 | 15,055,554 | 15,116,712 | 15,045,204 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Balance as of December 31, 2017 | $ 2,783,882 |
Profit sharing and equity from earnings of OC-BVI | 323,126 |
Distributions received from OC-BVI | (606,000) |
Balance as of June 30, 2018 | $ 2,501,008 |
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, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2007USD ($)gal | Dec. 31, 2003USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2012USD ($) | Mar. 04, 2010gal | Dec. 31, 2009gal | |
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% | |||||||||
Equity Method Investments | $ 2,501,008 | $ 2,501,008 | $ 2,783,882 | ||||||||
Income (Loss) from Equity Method Investments | 157,483 | $ (37,824) | 238,076 | $ (10,958) | |||||||
Revenue from Contract with Customer, Including Assessed Tax | 122,912 | 119,204 | 246,676 | 249,456 | |||||||
Deferred Revenue, Current | 170,062 | 170,062 | 181,328 | ||||||||
Baughers Bay Plant [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Plant Value | $ 13,000,000 | ||||||||||
Potential Proceeds To Be Received From Litigation Settlement | $ 11,580,000 | ||||||||||
1990 Agreement [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Cost to Expand Production Capacity of Plant | $ 4,700,000 | ||||||||||
Bar Bay Agreement [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Delivery Terms, Volume of water per day | gal | 600,000 | ||||||||||
Ocean Conversion (BVI) Ltd [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Equity Method Investments | 2,501,008 | 2,501,008 | 2,783,882 | ||||||||
Income (Loss) from Equity Method Investments | 157,483 | (37,824) | 238,076 | (10,958) | |||||||
Profit Sharing Income From Equity Method Investments | 56,700 | 0 | 85,050 | $ 10,125 | |||||||
Due to Related Parties | 59,253 | 59,253 | $ 123,807 | ||||||||
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] | |||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 122,912 | $ 119,204 | |||||||||
Baughers Bay [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Purchase Price Agreed for Plant Under Agreement | $ 1,420,000 | $ 1,420,000 | $ 1,420,000 | ||||||||
Plant Capacity | gal | 1,700,000 | ||||||||||
Bar Bay [Member] | |||||||||||
Schedule of Investments [Line Items] | |||||||||||
Plant Capacity | gal | 720,000 |
NSC and AdR Project Developme30
NSC and AdR Project Development (Details Textual) gal in Millions | Oct. 13, 2016MXN ($) | Feb. 28, 2018 | Aug. 22, 2016gal | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($) | Nov. 30, 2012USD ($)m² | Feb. 29, 2012USD ($) | May 31, 2010gal | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2015gal | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) |
Schedule of Investments [Line Items] | ||||||||||||||||
General and administrative expenses | $ 4,554,754 | $ 5,001,669 | $ 9,322,198 | $ 9,798,861 | ||||||||||||
Assets | 167,300,824 | 167,300,824 | $ 165,480,895 | |||||||||||||
Liabilities | $ 9,033,892 | 9,033,892 | 9,459,518 | |||||||||||||
Payments to Acquire Land | $ 25,152 | 0 | ||||||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | 43.53% | ||||||||||||||
Subscription Agreement Description | The Agreement calls for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, will acquire a minimum of 55% of the equity of AdR. The Agreement also provides Suez Medio Ambiente México, S.A. de C.V. (“Suez”), a subsidiary of SUEZ International, S.A.S., with the option to purchase 20% of the equity of AdR. If Suez does not exercise this option, NSC will retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement will become effective when the additional conditions related to the Project are met, including but not limited to those conditions discussed previously. The aggregate investment to be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated at approximately 20% of the total cost of Phase 1 of the Project. | |||||||||||||||
Aguas de Rosarito S.A.P.I. de C.V [Member] | ||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 0.40% | |||||||||||||||
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 | 99.99% | |||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 100 | 100 | ||||||||||||||
General and administrative expenses | $ 664,000 | $ 885,000 | $ 1,312,000 | $ 1,605,000 | ||||||||||||
Payments to Acquire Land Held-for-use | 20,600,000 | |||||||||||||||
Lease Term | 20 years | |||||||||||||||
Assets | 24,400,000 | 24,400,000 | 22,300,000 | |||||||||||||
Liabilities | 208,000 | 208,000 | $ 173,000 | |||||||||||||
Operating Leases, Rent Expense, Net | $ 15,000 | |||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | |||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||
Area of Land | m² | 5,000 | |||||||||||||||
Payments to Acquire Land | $ 20,600,000 | |||||||||||||||
Counter Guaranty Fixed Amount | $ 300,000 | |||||||||||||||
Finite-Lived Contractual Rights, Gross | $ 1,300,000 | $ 1,300,000 | ||||||||||||||
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% | |||||||||||||||
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 | 99.99% | |||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||
Option Agreement Expiration Date | Feb. 7, 2014 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Recurring | ||
Net asset arising from put/call options | $ 158,000 | $ 280,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Recurring | ||
Net asset arising from put/call options | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Recurring | ||
Net asset arising from put/call options | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Recurring | ||
Net asset arising from put/call options | $ 158,000 | $ 280,000 |
Fair value measurements (Deta32
Fair value measurements (Details 1) | 6 Months Ended | |
Jun. 30, 2018USD ($) | [1] | |
Net asset arising from put/call options | ||
Balance as of December 31, 2017 | $ 280,000 | |
Unrealized loss | (122,000) | |
Balance as of June 30, 2018 | $ 158,000 | |
[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 market 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 asset arising from the put/call options is included in other assets in the accompanying condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017. |
Fair value measurements (Deta33
Fair value measurements (Details Textual) - Aerex Industries Inc [Member] | Jun. 30, 2018 | Feb. 29, 2016 |
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% |
Contingencies (Details Textual)
Contingencies (Details Textual) Rp in Billions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017USD ($) | Oct. 31, 2017IDR (Rp) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Jul. 29, 2011gal | |
Commitments And Contingencies [Line Items] | ||||||||
Revenues | $ 15,872,215 | $ 15,283,188 | $ 31,208,610 | $ 30,960,294 | ||||
Royalty Payment Percentage | 7.50% | |||||||
Cayman Water Retail Operations, Percentage Of Gross Profit | 53.00% | 52.00% | 54.00% | 54.00% | ||||
Cayman Water Retail Operations, Percentage Of Revenue | 39.00% | 39.00% | 40.00% | 40.00% | ||||
WSC [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Accounts Receivable, Net | $ 16,600,000 | $ 16,600,000 | $ 9,100,000 | |||||
Three Plants [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Revenues | $ 3,700,000 | $ 7,200,000 | ||||||
Cw Belize [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Delivery Terms, Volume of water per day | gal | 450,000 | |||||||
CW Bali [Member] | Compensatory Damages [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 4,000,000 | Rp 57.1 | ||||||
CW Bali [Member] | Punitive Damages [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 1,800,000 | Rp 26 |
Impact of recent accounting s35
Impact of recent accounting standards (Details Textual) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Standards Update 2016-15 [Member] | |
New Accounting Pronouncement or Change in Accounting Principle, Description of Prior-period Information Retrospectively Adjusted | the adoption resulted in a reclass of approximately $1.1 million from investing activities to operating activities |
Subsequent events (Details Text
Subsequent events (Details Textual) - USD ($) | 1 Months Ended | |||
Jul. 31, 2018 | Mar. 31, 2018 | Oct. 31, 2017 | Feb. 28, 2017 | |
Subsequent Event [Line Items] | ||||
Receivable with Imputed Interest, Due Date | Mar. 31, 2018 | Sep. 30, 2017 | ||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 1.00% | 1.00% | ||
Parent [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans Receivable, Net | $ 306,000 | $ 306,000 | $ 408,000 | |
Repayment of Notes Receivable from Related Parties | 408,000 | |||
Shareholder [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans Receivable, Net | 294,000 | $ 294,000 | $ 392,000 | |
Repayment of Notes Receivable from Related Parties | $ 392,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Receivable with Imputed Interest, Due Date | Jun. 30, 2019 | |||
Subsequent Event [Member] | Parent [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans Receivable, Net | $ 1,122,000 | |||
Subsequent Event [Member] | Shareholder [Member] | ||||
Subsequent Event [Line Items] | ||||
Loans Receivable, Net | $ 1,078,000 |