Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Consolidated Water Co. Ltd. | ||
Entity Central Index Key | 0000928340 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 188,091,275 | ||
Trading Symbol | CWCO | ||
Entity Common Stock, Shares Outstanding | 15,009,770 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 31,337,477 | $ 45,482,966 |
Accounts receivable, net | 24,228,095 | 14,687,078 |
Inventory | 2,232,721 | 1,583,553 |
Prepaid expenses and other current assets | 1,035,796 | 1,069,743 |
Current portion of loans receivable | 734,980 | 1,400,448 |
Costs and estimated earnings in excess of billings | 835,669 | 238,435 |
Current assets of discontinued operations | 1,959,494 | 2,229,174 |
Total current assets | 62,364,232 | 66,691,397 |
Property, plant and equipment, net | 58,880,818 | 49,683,771 |
Construction in progress | 6,015,043 | 1,823,284 |
Inventory, non-current | 4,545,198 | 4,462,961 |
Loans receivable | 0 | 734,980 |
Investment in OC-BVI | 2,584,987 | 2,783,882 |
Goodwill | 8,003,568 | 8,003,568 |
Land and rights of way held for development | 24,161,024 | 21,505,675 |
Intangible assets, net | 1,891,667 | 3,231,667 |
Other assets | 2,123,999 | 4,492,835 |
Long-term assets of discontinued operations | 1,945,062 | 2,066,875 |
Total assets | 172,515,598 | 165,480,895 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 4,570,641 | 3,548,965 |
Accrued compensation | 1,286,468 | 1,015,662 |
Dividends payable | 1,286,493 | 1,281,612 |
Note payable to related party | 0 | 686,000 |
Billings in excess of costs and estimated earnings | 109,940 | 1,258 |
Current liabilities of discontinued operations | 646,452 | 1,097,821 |
Total current liabilities | 7,899,994 | 7,631,318 |
Deferred tax liability | 659,874 | 1,024,893 |
Other liabilities | 199,827 | 803,307 |
Total liabilities | 8,759,695 | 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 34,796 and 33,488 shares, respectively | 20,878 | 20,093 |
Additional paid-in capital | 87,211,953 | 86,405,387 |
Retained earnings | 59,298,161 | 53,105,196 |
Cumulative translation adjustment | (549,555) | (549,555) |
Total Consolidated Water Co. Ltd. stockholders' equity | 154,971,181 | 147,932,442 |
Non-controlling interests | 8,784,722 | 8,088,935 |
Total equity | 163,755,903 | 156,021,377 |
Total liabilities and equity | 172,515,598 | 165,480,895 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 8,989,744 | 8,951,321 |
Class B common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 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 | 34,796 | 33,488 |
Redeemable preferred stock, outstanding | 34,796 | 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 | 14,982,906 | 14,918,869 |
Common stock, outstanding | 14,982,906 | 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 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retail revenues | $ 25,621,048 | $ 23,225,066 |
Bulk revenues | 31,031,287 | 28,682,113 |
Services revenues | 1,811,372 | 469,347 |
Manufacturing revenues | 7,256,150 | 6,990,496 |
Total revenues | 65,719,857 | 59,367,022 |
Cost of retail revenues | 11,011,456 | 10,372,199 |
Cost of bulk revenues | 21,551,383 | 19,562,503 |
Cost of services revenues | 1,503,034 | 469,797 |
Cost of manufacturing revenues | 4,911,697 | 4,963,962 |
Total cost of revenues | 38,977,570 | 35,368,461 |
Gross profit | 26,742,287 | 23,998,561 |
General and administrative expenses | 18,709,419 | 18,682,399 |
Loss on asset dispositions and impairments, net | 56,774 | 3,040,158 |
Income from operations | 7,976,094 | 2,276,004 |
Other income (expense): | ||
Interest income | 663,197 | 380,563 |
Interest expense | (8,427) | (5,722) |
Profit-sharing income from OC-BVI | 654,075 | 46,575 |
Equity in the earnings of OC-BVI | 1,798,280 | 127,802 |
Net unrealized gain (loss) on put/call options | (256,000) | 960,000 |
Other | (111,061) | 17,140 |
Other income, net | 2,740,064 | 1,526,358 |
Income before income taxes | 10,716,158 | 3,802,362 |
Benefit from income taxes | (157,291) | (888,977) |
Net income from continuing operations | 10,873,449 | 4,691,339 |
Income (loss) from continuing operations attributable to non-controlling interests | 695,787 | (411,489) |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 10,177,662 | 5,102,828 |
Net income from discontinued operations | 1,115,825 | 1,041,234 |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 11,293,487 | $ 6,144,062 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||
Continuing operations | $ 0.68 | $ 0.34 |
Discontinued operations | 0.07 | 0.07 |
Basic earnings per share | 0.75 | 0.41 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||
Continuing operations | 0.68 | 0.34 |
Discontinued operations | 0.07 | 0.07 |
Diluted earnings per share | 0.75 | 0.41 |
Dividends declared per common share | $ 0.34 | $ 0.31 |
Weighted average number of common shares used in the determination of: | ||
Basic earnings per share | 14,962,760 | 14,896,944 |
Diluted earnings per share | 15,074,147 | 15,006,681 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Redeemable preferred stock [Member] | Common stock [Member] | Additional paid-in capital [Member] | Retained earnings [Member] | Cumulative translation adjustment [Member] | Non-controlling interests [Member] |
Balance at Dec. 31, 2016 | $ 154,105,372 | $ 21,135 | $ 8,922,998 | $ 85,621,033 | $ 51,589,337 | $ (549,555) | $ 8,500,424 |
Balance (in shares) at Dec. 31, 2016 | 35,225 | 14,871,664 | |||||
Issue of share capital | 210,151 | $ 5,665 | $ 20,995 | 183,491 | 0 | 0 | 0 |
Issue of share capital (in shares) | 9,441 | 34,991 | |||||
Conversion of preferred stock | 0 | $ (7,328) | $ 7,328 | 0 | 0 | 0 | 0 |
Conversion of preferred stock (in shares) | (12,214) | 12,214 | |||||
Buyback of preferred stock | (9,719) | $ (656) | $ 0 | (9,063) | 0 | 0 | 0 |
Buyback of preferred stock (in shares) | (1,093) | 0 | |||||
Net income | 5,732,573 | $ 0 | $ 0 | 0 | 6,144,062 | 0 | (411,489) |
Exercise of options | 17,777 | $ 1,277 | $ 0 | 16,500 | 0 | 0 | 0 |
Exercise of options (in shares) | 2,129 | 0 | |||||
Dividends declared | (4,628,203) | $ 0 | $ 0 | 0 | (4,628,203) | 0 | 0 |
Stock-based compensation | 593,426 | 0 | 0 | 593,426 | 0 | 0 | 0 |
Balance at Dec. 31, 2017 | 156,021,377 | $ 20,093 | $ 8,951,321 | 86,405,387 | 53,105,196 | (549,555) | 8,088,935 |
Balance (in shares) at Dec. 31, 2017 | 33,488 | 14,918,869 | |||||
Issue of share capital | 236,691 | $ 4,445 | $ 34,938 | 197,308 | 0 | 0 | 0 |
Issue of share capital (in shares) | 7,409 | 58,228 | |||||
Conversion of preferred stock | 0 | $ (3,485) | $ 3,485 | 0 | 0 | 0 | 0 |
Conversion of preferred stock (in shares) | (5,809) | 5,809 | |||||
Buyback of preferred stock | (17,338) | $ (976) | $ 0 | (16,362) | 0 | 0 | 0 |
Buyback of preferred stock (in shares) | (1,627) | 0 | |||||
Net income | 11,989,274 | $ 0 | $ 0 | 0 | 11,293,487 | 0 | 695,787 |
Exercise of options | 12,976 | $ 801 | $ 0 | 12,175 | 0 | 0 | 0 |
Exercise of options (in shares) | 1,335 | 0 | |||||
Dividends declared | (5,100,522) | $ 0 | $ 0 | 0 | (5,100,522) | 0 | 0 |
Stock-based compensation | 613,445 | 0 | 0 | 613,445 | 0 | 0 | 0 |
Balance at Dec. 31, 2018 | $ 163,755,903 | $ 20,878 | $ 8,989,744 | $ 87,211,953 | $ 59,298,161 | $ (549,555) | $ 8,784,722 |
Balance (in shares) at Dec. 31, 2018 | 34,796 | 14,982,906 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 11,989,274 | $ 5,732,573 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Income from discontinued operations | (1,115,825) | (1,041,234) |
Depreciation and amortization | 7,034,234 | 7,290,068 |
Deferred income tax benefit | (365,019) | (888,977) |
Unrealized (gain) loss on put/call option | 256,000 | (960,000) |
Compensation expense relating to stock and stock option grants | 850,138 | 803,577 |
Net loss on disposal of fixed assets | 36,562 | 117,969 |
Foreign currency transaction adjustment | 2,593 | 6,685 |
Profit sharing and equity in earnings of OC-BVI | (2,452,355) | (174,377) |
Impairment loss on long-lived assets | 20,211 | 1,656,362 |
Impairment of goodwill | 0 | 1,400,000 |
Distribution of earnings from OC-BVI | 2,651,250 | 1,477,125 |
Change in: | ||
Accounts receivable and costs and estimated earnings in excess of billings | (10,155,032) | 1,007,753 |
Inventory | (1,131,409) | (209,975) |
Prepaid expenses and other assets | (158,238) | (3,115,279) |
Accounts payable, accrued expenses and other current liabilities, and billings in excess of costs and estimated earnings | 528,013 | 191,500 |
Net cash provided by operating activities - continuing operations | 7,990,397 | 13,293,770 |
Net cash provided by operating activities - discontinued operations | 1,055,949 | 1,827,649 |
Net cash provided by operating activities | 9,046,346 | 15,121,419 |
Cash flows from investing activities | ||
Additions to property, plant and equipment and construction in progress | (16,202,520) | (4,549,857) |
Proceeds from sale of equipment | 51,590 | 22,427 |
Collections on loans receivable | 1,400,448 | 1,633,588 |
Payment for land and right of way held for development | (2,655,349) | 0 |
Net cash used in investing activities - continuing operations | (17,405,831) | (2,893,842) |
Net cash used in investing activities - discontinued operations | 0 | (26,860) |
Net cash used in investing activities | (17,405,831) | (2,920,702) |
Cash flows from financing activities | ||
Dividends paid to common shareholders | (5,092,796) | (4,464,712) |
Dividends paid to preferred shareholders | (2,846) | (11,213) |
Issuance (repurchase) of redeemable preferred stock | (4,362) | 8,058 |
Payments on note payable to related party | (1,470,000) | (490,000) |
Issuance of note payable to related party | 784,000 | 686,000 |
Net cash used in financing activities | (5,786,004) | (4,271,867) |
Net increase (decrease) in cash and cash equivalents | (14,145,489) | 7,928,850 |
Cash and cash equivalents at beginning of period | 45,482,966 | 37,554,116 |
Cash and cash equivalents at end of period | $ 31,337,477 | $ 45,482,966 |
Principal activity
Principal activity | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Accounting policies Basis of preparation: The consolidated financial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America. Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill. Actual results could differ significantly from such estimates. Basis of consolidation: The accompanying consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, , Inc., Cayman Water Company Limited (“Cayman Water”), Consolidated Water (Belize) Limited (“CW-Belize”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), Limited (“ ”), Consolidated Water , U.A. (“CW- ”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), Industries, Inc. (“ ”), PT Consolidated Water Bali (“CW-Bali”), N.S.C. Agua, S.A. de C.V. (“NSC”) and de S.A.P.I. de C.V. (“AdR”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. Foreign currency: $ 8,089 and $ 73,635 Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of December 31, 2018 and December 31, 2017 include $8.4 million and $15.9 million, respectively, of certificates of deposits with an original maturity of three months or less. As of December 31, 2018, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $2.7 million. As of December 31, 2018, $28.9 million. Transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas. As of December 31, 2018, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $4.3 million. Accounts receivable and allowance for doubtful accounts: Accounts receivable are recorded at invoiced amounts based on meter readings or minimum take-or-pay amounts per contractual agreements. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write-off experience and monthly review of delinquent accounts. Past due balances are reviewed individually for collectability and disconnection. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered by management to be remote. Inventory: Inventory primarily includes consumables stock and spare parts stock that are valued at cost, less an allowance for obsolescence, with cost determined on the first-in, first-out basis. Inventory also includes potable water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of the average cost of producing water during the year or its net realizable value. Loans receivable: Loans receivable relate to notes receivable from customers arising from the construction and sale of water desalination plants. The allowance for loan losses, if any, is the Company’s best estimate of the amount of probable credit losses in the Company’s existing loans and is determined on an individual loan basis. Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years Additions to property, plant and equipment are comprised of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. Construction in progress: Goodwill and intangible assets: Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units, which consist of the retail, bulk, and manufacturing business segments, and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares the fair value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded. For the years ended December 31, 2018 and 2017, the Company estimated the fair value of its reporting units by applying the discounted cash flow method, the guideline public company method, and the mergers and acquisitions method. The discounted cash flow method relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of each analysis. The Company also estimated the fair value of each of its reporting units for the years ended December 31, 2018 and 2017 through reference to the guideline companies and the market multiples implied by guideline merger and acquisition transactions. The Company weighted the fair values estimated for each of its reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings the Company applied to each method as of December 31, 2018 were consistent with those used as of December 31, 2017 and were as follows: Method Retail Bulk Manufacturing Discounted cash flow 80 % 80 % 80 % Guideline public company 10 % 10 % 10 % Mergers and acquisitions 10 % 10 % 10 % 100 % 100 % 100 % The fair values the Company estimated for its retail, bulk and manufacturing units exceeded their carrying amounts by 79%, 62% and 53%, respectively, as of December 31, 2018. The fair values the Company estimated for its retail and bulk units exceeded their carrying amounts by 121% and 59%, respectively, as of December 31, 2017. The carrying amount the Company estimated for its manufacturing unit exceeded its fair value by 12% as of December 31, 2017 and as discussed in the paragraph that follows, the Company recorded an impairment loss to reduce the carrying value of the goodwill for this segment. On February 11, 2016, the Company acquired 51% ownership interest in Aerex. In connection with this acquisition the Company recorded goodwill of $8,035,211. Aerex’s actual results of operations for the six months in 2016 following the acquisition fell significantly short of the projected results for this period that were included in the overall cash flow projections the Company utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, the Company determined that the carrying value of the Aerex goodwill exceeded its fair value and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016, included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to reduce the carrying value of this goodwill to $6,285,211. As part of the Company’s annual impairment testing of goodwill performed during the fourth quarter, in 2017 the Company updated its projections for Aerex’s future cash flows, determined that the carrying value of the Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,400,000 for the three months ended December 31, 2017, which is included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to further reduce the carrying value of the goodwill to $4,885,211. The Company may be required to record additional impairment losses to reduce the carrying value of this goodwill in future periods if the Company determines it likely that Aerex’s results of operations will fall short of its most recent projections of its future cash flows. In February 2019, the Company sold CW-Belize. As a result of this sale, CW-Belize has been accounted for as discontinued operations in the consolidated financial statements, and bulk segment goodwill of approximately $381,000 as of December 31, 2018 and 2017 associated with CW-Belize has been reclassified to long-term assets of discontinued operations in the consolidated statements of financial condition. Investments: Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary. Other assets: Under the terms of CW-Bahamas’ contract with the Water and Sewerage Corporation of The Bahamas (“WSC”) to supply water from its Blue Hills desalination plant, CW-Bahamas was required to reduce the amount of water lost by the public water distribution system on New Providence Island, The Bahamas, over a one-year period by 438 million gallons, a requirement CW-Bahamas met during 2007. The Company was solely responsible for the engineering, labor and materials costs incurred to affect the reduction in lost water, which were capitalized and are being amortized on a straight-line basis over the original remaining life of the Blue Hills contract. Such costs are included in other assets and aggregated approximately $3.5 million as of December 31, 2018 and 2017. Accumulated amortization for these costs was approximately $2.2 million and $2.0 million as of December 31, 2018 and 2017, respectively. Amortization expense was $179,353 for the years ended December 31, 2018 and 2017. Income taxes: The Company accounts for the income taxes arising from the operations of its United States and Mexico subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized. The Company is not presently subject to income taxes in the other countries in which it operates. Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source. Year Ended December 31, 2018 2017 Retail revenues $ 25,621,048 $ 23,225,066 Bulk revenues 31,031,287 28,682,113 Services revenues 1,811,372 469,347 Manufacturing revenues 7,256,150 6,990,496 Total Revenues $ 65,719,857 $ 59,367,022 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 2018 and 2017, bad debts represented less than 1% of the Company’s total 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 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. The Company sells bulk water in The Bahamas through its majority-owned subsidiary CW-Bahamas to the Water 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. Services and 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 also provides design, engineering and construction services for desalination projects through DesalCo, which is recognized by suppliers as an original equipment manufacturer of seawater reverse osmosis desalination plants. DesalCo also provides management and procurement services for desalination plants and engineering services relating to municipal water production, distribution and treatment. The Company recognizes construction services and 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. The Company has elected the “right to invoice” practical expedient for revenue recognition on its management services agreements and recognizes revenue in the amount to which the Company has a right to invoice. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Comparative amounts: Certain amounts presented in the financial statements previously issued for 2017 have been reclassified to conform to the current year’s presentation. |
Discontinued operations - CW-Be
Discontinued operations - CW-Belize | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. Discontinued operations - CW-Belize During the quarter ended September 30, 2018, the Company signed a non-binding Memorandum of Understanding (“MOU”) with Belize Water Services Ltd. (“BWSL”) with respect to the potential sale of CW-Belize to BWSL. The Company was not otherwise considering a sale of CW-Belize, so as an incentive for the Company to consider this proposed transaction, BWSL promised in the MOU to facilitate both the conversion from Belize dollars to US dollars and the subsequent repatriation of all cash balances CW-Belize had on deposit in Belize. Transfers of funds held by CW-Belize to its parent company, which were accomplished by means of conversion of Belize dollars into U.S. dollars, required the approval of the Central Bank of Belize and were dependent on the amount of U.S. dollars available to Belize banks to execute such transfers. Weakness in the Belize economy and other factors have reduced the amount of U.S. dollars that Belize banks have available for transfer, which limited in prior years and for most of 2018 the amount of funds the Company was able to transfer from CW-Belize. Repatriations of funds from CW-Belize to its parent company amounted to $458,000 and $400,000 for the years ended December 31, 2017 and 2016, respectively, significantly less than the net income and net cash flows CW-Belize generated for those years. With BWSL’s assistance, the Company was able to repatriate approximately $2.75 million in cash from Belize to its bank accounts in the Cayman Islands during the three months ended September 30, 2018 and an additional $1.0 million during the fourth quarter of 2018. In late December 2018, the Company’s Board of Directors formally approved the sale of CW-Belize to BWSL and the Company repatriated an additional $1.1 million from CW-Belize during the first week of 2019. On February 14, 2019, the Company closed the Transaction and completed the sale of CW-Belize to BWSL. After adjustments, the final purchase price under the Agreement was approximately $7.0 million. Pursuant to the Agreement, BWSL has paid the Company $6.735 million of the purchase price, with approximately $265,000 being withheld to cover any indemnification obligations of the Company under the Agreement. The amount withheld is payable by BWSL to the Company by June 30, 2019 to the extent not applied to cover any liabilities of the Company under the Agreement. Summarized financial information for CW-Belize as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 2017 Current assets $ 1,959,494 $ 2,229,174 Property, plant and equipment, net 725,930 841,293 Inventory, non-current 356,854 296,012 Goodwill 380,680 380,680 Intangible assets 467,575 533,767 Other assets 14,023 15,123 Total assets of discontinued operations $ 3,904,556 $ 4,296,049 Total liabilities of discontinued operations $ 646,452 $ 1,097,821 Year Ended December 31, 2018 2017 Revenues $ 3,127,767 $ 2,939,643 Income from operations 1,154,897 1,045,359 Net Income 1,115,825 1,041,234 Depreciation 115,363 116,081 |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents Disclosure [Text Block] | 4. Cash and cash equivalents Cash and cash equivalents are not restricted by the terms of the Company’s bank accounts as to withdrawal or use. As of December 31, 2018 and 2017, the equivalent United States dollars are denominated in the following currencies: December 31, 2018 2017 Bank accounts: United States dollar $ 11,797,054 $ 6,764,201 Cayman Islands dollar 5,626,487 4,306,768 Bahamian dollar 3,301,002 13,310,936 Belize dollar 1,130,783 4,646,184 Bermudian dollar 3,370 3,502 Mexican peso 37,313 17,014 Indonesian rupiah 22,289 46,331 21,918,298 29,094,936 Short term deposits: United States dollar 8,379,723 10,559,407 Cayman Islands dollar - 4,802,060 Bahamian dollar 1,039,456 1,026,563 9,419,179 16,388,030 Total cash and cash equivalents $ 31,337,477 $ 45,482,966 Transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 5. Accounts receivable, net December 31, 2018 2017 Trade accounts receivable $ 22,331,720 $ 13,341,438 Receivable from OC-BVI 46,600 123,807 Other accounts receivable 2,008,677 1,380,735 24,386,997 14,845,980 Allowance for doubtful accounts (158,902 ) (158,902 ) Accounts receivable, net $ 24,228,095 $ 14,687,078 The activity for the allowance for doubtful accounts consisted of: December 31, 2018 2017 Opening allowance for doubtful accounts $ 158,902 $ 193,338 Provision for doubtful accounts - - Accounts written off during the year - (34,436 ) Ending allowance for doubtful accounts $ 158,902 $ 158,902 Significant concentrations of credit risk are disclosed in Note 21. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 6. Inventory December 31, 2018 2017 Water stock $ 36,837 $ 28,332 Consumables stock 106,925 103,442 Spare parts stock 6,634,157 5,914,740 Total inventory 6,777,919 6,046,514 Less current portion 2,232,721 1,583,553 Inventory (non-current) $ 4,545,198 $ 4,462,961 |
Loans receivable
Loans receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Financing Receivables [Text Block] | 7. Loans receivable December 31, 2018 2017 All loans receivable are due from the Water Authority Cayman and consisted of: Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to June 2019, and secured by the machinery and equipment of the North Side Water Works plant. $ 734,980 $ 2,135,428 Total loans receivable 734,980 2,135,428 Less current portion 734,980 1,400,448 Loans receivable, excluding current portion $ - $ 734,980 |
Property, plant and equipment a
Property, plant and equipment and construction in progress | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 8. Property, plant and equipment and construction in progress December 31, 2018 2017 Land $ 3,435,361 $ 3,435,361 Buildings 19,829,575 19,916,098 Plant and equipment 61,777,836 58,873,604 Distribution system 36,057,078 33,901,161 Office furniture, fixtures and equipment 3,635,184 3,413,702 Vehicles 1,431,719 1,444,182 Leasehold improvements 244,221 237,027 Lab equipment 27,795 157,838 126,438,769 121,378,973 Less accumulated depreciation 67,557,951 71,695,202 Property, plant and equipment, net $ 58,880,818 $ 49,683,771 Construction in progress $ 6,015,043 $ 1,823,284 As of December 31, 2018, the Company had outstanding capital commitments of $443,503. The Company maintains insurance for loss or damage to all fixed assets that it deems susceptible to loss. The Company does not insure its underground distribution system as the Company considers the possibility of material loss or damage to this system to be remote. During the years ended December 31, 2018 and 2017, $14,398,624 and $3,183,122, respectively, of construction in progress was placed in service. Depreciation expense was $5,514,881 and $5,746,865 for the years ended December 31, 2018 and 2017, respectively. |
Investment in OC-BVI
Investment in OC-BVI | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 9. 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 $2,584,987 and $2,783,882 as of December 31, 2018 and 2017, respectively. Summarized financial information for OC-BVI is as follows: December 31, 2018 2017 Current assets $ 2,286,179 $ 2,835,614 Non-current assets 3,859,310 3,945,071 Total assets $ 6,145,489 $ 6,780,685 December 31, 2018 2017 Current liabilities $ 132,005 $ 218,753 Non-current liabilities 1,048,950 1,158,300 Total liabilities $ 1,180,955 $ 1,377,053 Year Ended December 31, 2018 2017 Revenues $ 2,845,211 $ 2,874,936 Cost of revenues 1,348,046 1,759,285 Gross profit 1,497,165 1,115,651 General and administrative expenses 707,034 1,163,547 Long-lived asset impairment and disposition losses - 188,164 Income (loss) from operations 790,131 (236,060 ) Other income, net 3,393,271 587,859 Net income 4,183,402 351,799 Income attributable to non-controlling interests 52,275 58,202 Net income attributable to controlling interests $ 4,131,127 $ 293,597 A reconciliation of the beginning and ending balances for the investment in OC-BVI for the year ended December 31, 2018: Balance as of December 31, 2017 $ 2,783,882 Profit-sharing and equity from earnings of OC-BVI 2,452,355 Distributions received from OC-BVI (2,651,250 ) Balance as of December 31, 2018 $ 2,584,987 The Company recognized $1,798,280 and $127,802 in earnings from its equity investment in OC-BVI for the years ended December 31, 2018 and 2017, respectively. The Company recognized $654,075 and $46,575 in profit-sharing income from its profit-sharing agreement with OC-BVI for the years ended December 31, 2018 and 2017, respectively. For the years ended December 31, 2018 and 2017, the Company recognized approximately $1,811,372 and $ , $46,746 and $123,807 $0 and $181,328 Resolution of 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 initiated litigation seeking ownership of the Baughers Bay plant. OC-BVI counterclaimed 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. As a result of the final ruling made by the Appellate Court on this litigation in 2009, the BVI Government was awarded ownership of the Baughers Bay plant but OC-BVI was awarded 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). On August 31, 2018, OC-BVI and the BVI government entered into a settlement agreement for the Baughers Bay plant with an agreed upon value for the plant of $4,432,834, which resulted in a net payment (i.e. after legal and other expenses) to OC-BVI in September 2018 of $4,271,409. Such amount is included in other income, net in OC-BVI’s 2018 consolidated results of operations. |
NSC and AdR Project Development
NSC and AdR Project Development | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 10. 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 per day of production capacity with additional pipeline infrastructure. 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 required for the Project (the “APP Law”). Pursuant to this new legislation, in January 2015, NSC submitted an expression of interest for its project to the Ministry of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complies 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 with additional pipeline infrastructure. A consortium comprised of NSC, NuWater S.A.P.I. de C.V. (“NuWater”) and Degremont S.A. de C.V. (the “Consortium”) submitted its tender for the Project in April 2016 and in June 2016, the State designated the Consortium as the winner of the tender process for the Project. 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, 2018 and 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 reverse osmosis 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 July 2024. The APP Contract further requires AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueduct will be transferred to the 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; ● 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; 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 to comply with recent changes to the Federal Financial Discipline Law for Federative Entities and Municipalities (the “Financial Discipline Law”). 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. 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 consideration (i.e. water tariff) under the APP Contract in the event of such significant macroeconomic condition changes. In February 2017, AdR submitted proposals to the CEA requesting the definition of the mechanism required by the APP Contract to update the consideration under the APP Contract for changes in foreign exchange rates, lending rates and certain laws which have impacted the Project. On June 1, 2018, AdR and the CEA executed an amendment to the APP Contract which, among other things, increases the scope of Phase 1 of the Project for including the aqueduct originally designated for Phase 2, and addresses AdR’s concerns regarding the impact on the Project for changes in the exchange rate for the peso relative to the dollar and changes in interest rates that have occurred subsequent to the submission of the Consortium’s bid for the Project. As a result of this amendment to the APP Contract, the final cost of Phase 1 and the related consideration to be charged by AdR under the APP Contract will be determined based upon the bid submitted by the Consortium, the changes set forth in the amendment to the APP Contract and the economic conditions (e.g. interest rates and currency exchange rates) in effect on the financial closing date for Phase 1. In February 2018, AdR executed a subscription agreement (the “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. The political environment in Mexico has recently experienced significant changes and the new, federal administration has made economic policy announcements focusing on austerity. While the long-term ramifications of such changes and announcements are unknown, in the short-term they have (i) caused certain rating agencies to lower Mexico’s sovereign credit rating, (ii) resulted in a decrease in the value of the Mexico peso and (iii) created uncertainty with respect to the incoming administration’s position on projects and contracts approved by previous administrations. The federal administration has a strong influence on many of the state and local governments and congresses, raising the possibility that the federal government will influence local politics, which could impact the State’s and the CEA’s ability to meet certain conditions required to make the APP Contract effective. If AdR is ultimately unable to proceed with the Project due to a failure by any of the parties involved to meet the conditions necessary for the APP Contract to become effective, or for any other reason, 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 December 31, 2018 of approximately $21.1 million and $3.0 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 financial condition and 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 $2,884,000 and $3,012,000 $26.2 million and $243,000, $23.1 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 usufruct and power of attorney to vote those shares. Such shares constituted 25% of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, the Company acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required the Company to transfer or otherwise cause the individual shareholder to acquire, for a total price of $1 (regardless of their par or market value), shares in NSC of an amount sufficient to maintain the individual shareholder’s 25% ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement (causing the individual shareholder’s 25% ownership interest in NSC to be decreased); 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, among others: (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. Further, on May 25, 2017, such court declaration became definitive. EWG is entitled to refile the lawsuit, but to date has not done so. Tijuana Claim - Amparo: In addition to the Tecate Claim, in January 2018, EWG initiated an ordinary mercantile claim (the “Tijuana 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”). The Tijuana Claim is similar to the Tecate Claim in the petitions sought by EWG. In the Tijuana Claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99%, as a consequence of the Option Agreement. EWG requested that the court, as a preliminary matter, to: (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 (including a special request to register a lien over the real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted. The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental/public entities involved with the Project, including the registration of the pendency of the lawsuit in certain public records, similarly to the Tecate Claim. 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. Such suspension was granted definitively in July 2018, and in August 2018, a resolution determining that the claimed official writs are unconstitutional, was issued. EWG filed a remedy against such resolution, which has not yet been resolved. On October 16, 2018, NSC was served with the Tijuana Claim. On November 7, 2018, NSC filed a legal response to this claim, vigorously opposing the claims made by EWG. In addition to such legal response, NSC has filed (i) a request to submit the Tijuana Claim to arbitration, based on certain provisions of the by-laws of NSC, (ii) an appeal remedy against the preliminary relief, and (iii) a request for the setting of a guarantee to release the preliminary relief granted in favor of EWG. Neither the request for arbitration nor the mentioned appeal have been resolved. On February 26, 2019, the Tenth Civil Judge acknowledged the filing of the mentioned legal response, the request to submit to arbitration, and the appeals remedy, granting EWG a period of three business days to, among others, state what it deemed convenient to its interest. However, to date, no resolution on such matters has been issued. Further, on February 26, 2019, the Tenth Civil Judge set the requested guarantee, in the form of a security deposit in the amount of Mex. Cy. $ 1,000,000.00 CW-Cooperatief has not been officially served with the Tijuana Claim, and AdR has not been notified that it has to appear for such trial. In any event, AdR is only named a third party called to trial, and no claims are made by EWG directly to AdR. The Company cannot presently determine what impact the resolution of the Tijuana Claim may ultimately have on our ability to complete the Project. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 11. Intangible assets In February 2016, the Company purchased a 51% $5,900,000 (5 years), Trade name (15 years), Certifications/programs (3 years), Customer backlog (1 year), and Customer relationships (4 years). December 31, 2018 2017 Cost Non-compete agreement $ 400,000 $ 400,000 Trade name 1,400,000 1,400,000 Certifications/programs 2,000,000 2,000,000 Customer backlog 100,000 100,000 Customer relationships 2,000,000 2,000,000 5,900,000 5,900,000 Accumulated amortization Non-compete agreement (233,333 ) (153,333 ) Trade name (272,222 ) (178,889 ) Certifications/programs (1,944,444 ) (1,277,778 ) Customer backlog (100,000 ) (100,000 ) Customer relationships (1,458,334 ) (958,333 ) (4,008,333 ) (2,668,333 ) Intangible assets, net $ 1,891,667 $ 3,231,667 Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: 2019 $ 728,889 2020 215,000 2021 100,000 2022 93,333 2023 93,333 Thereafter 661,112 $ 1,891,667 Amortization expense was $1,340,000 and $1,363,850 for the years ended December 31, 2018 and 2017, respectively. |
Note payable
Note payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 12. Note payable Note payable consists of the following: December 31, 2018 2017 Working capital loan from related party to Aerex bearing interest at 1.04% per annum and payable on March 31, 2018 $ - $ 686,000 Total note payable - 686,000 Less current portion - 686,000 Note payable, excluding current portion $ - $ - |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 13. Income taxes The components of income before income taxes for the years ended December 31 re as follows: Year Ended December 31, 2018 2017 Foreign (not subject to income taxes) $ 15,100,642 $ 10,041,971 Mexico (3,115,656 ) (3,188,134 ) United States (153,003 ) (2,010,241 ) 11,831,983 4,843,596 Less discontinued operations (1,115,825 ) (1,041,234 ) $ 10,716,158 $ 3,802,362 On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act made significant changes to U.S. corporate income tax by, among other things, reducing the corporate federal income tax rate from 35% to 21%, eliminating or reducing certain deductions, and providing for immediate expensing of certain qualified property. U.S. GAAP requires the effects of changes in tax rates and laws upon deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, the Company re-measured its deferred tax assets and liabilities based upon the newly enacted U.S. statutory federal income tax rate of 21%, which is the tax rate at which these assets and liabilities are expected to reverse in the future. The re-measurement resulted in a $545,000 income tax benefit for the year ended December 31, 2017 related to items included in continuing operations. The Company's provision for income taxes for the years ended December 31, 2018 and 2017 consisted of a deferred tax benefit relating to U.S. operations made up of the following: Year Ended December 31, 2018 2017 Current tax expense $ 207,728 $ 1,371 Deferred tax benefit (365,019 ) (890,348 ) $ (157,291 ) $ (888,977 ) A reconciliation of the U.S. statutory federal tax rate to the effective benefit rate for the U.S. loss before income taxes for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 U.S. statutory federal rate 21.00 % 34.00 % State taxes, net of federal effect 4.22 % 2.00 % Foreign tax rate differential (38.26 )% (82.91 )% R&D tax credit (2.27 )% (2.49 )% Permanent items 1.26 % 13.39 % Tax Act adjustment 0.00 % (11.25 ) % Valuation allowance for deferred tax assets 12.72 % 28.90 % (1.33 ) % (18.36 ) The tax effects of significant items comprising the Company's net long-term deferred tax liability as of December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Deferred tax assets: Operating loss carryforwards - Mexico $ 3,020,049 $ 4,923,026 Land basis difference - Mexico 999,719 702,547 Start-up costs - Mexico 3,856,942 747,215 Valuation allowances (7,876,710 ) (6,372,788 ) - - Deferred tax liabilities: Property and equipment - U.S. 180,431 205,827 Intangible assets - U.S. 479,443 819,066 659,874 1,024,893 Net deferred tax liability $ 659,874 $ 1,024,893 During the year ended December 31, 2018, the Company increased its total valuation allowance from $6.4 million to $7.9 million. As of December 31, 2018, the Company had a net loss carryforward valued at $10.1 million that will begin to expire in 2020 if unused. |
Share capital and additional pa
Share capital and additional paid-in capital | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Share capital and additional paid-in capital Shares of redeemable preferred stock (“preferred shares”) are issued under the Company’s Employee Share Incentive Plan (see Note 19) and carry the same voting and dividend rights as shares of common stock (“common shares”). Preferred shares vest over four years and convert to common stock on a share for share basis on the fourth anniversary of each grant date. Preferred shares are only redeemable with the Company’s agreement. Upon liquidation, preferred shares rank in preference to the common shares to the extent of the par value of the preferred shares and any related additional paid in capital. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 15. 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: Year Ended December 31, 2018 2017 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 10,177,662 $ 5,102,828 Less: preferred stock dividends (12,356 ) (11,418 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share 10,165,306 5,091,410 Net income from discontinued operation 1,115,825 1,041,234 Net income available to common shares in the determination of basic earnings per common share $ 11,281,131 $ 6,132,644 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,962,760 14,896,944 Plus: Weighted average number of preferred shares outstanding during the period 35,125 35,765 Potential dilutive effect of unexercised options and unvested stock grants 76,262 73,972 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,074,147 15,006,681 |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2018 | |
Dividends [Abstract] | |
Dividends [Text Block] | 16. Dividends Interim dividends declared on Class A common stock and redeemable preferred stock for each quarter of the respective years ended December 31 were as follows: 2018 2017 First Quarter $ 0.085 $ 0.075 Second Quarter 0.085 0.075 Third Quarter 0.085 0.075 Fourth Quarter 0.085 0.085 $ 0.34 $ 0.31 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 17. 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 and The Bahamas under long-term contracts. The services segment provides desalination plant management and operating services to affiliated companies and design, construct and sell desalination plants to third parties. The manufacturing segment manufactures and services a wide range of water-related products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct 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. Year Ended December 31, 2018 Retail Bulk Services Manufacturing Total Revenues $ 25,621,048 $ 31,031,287 $ 1,811,372 $ 7,256,150 $ 65,719,857 Cost of revenues 11,011,456 21,551,383 1,503,034 4,911,697 38,977,570 Gross profit 14,609,592 9,479,904 308,338 2,344,453 26,742,287 General and administrative expenses 12,029,646 1,301,042 2,889,703 2,489,028 18,709,419 Loss on asset dispositions and impairments, net 12,263 - 41,180 3,331 56,774 Income (loss) from operations $ 2,567,683 $ 8,178,862 $ (2,622,545 ) $ (147,906 ) 7,976,094 Other income, net 2,740,064 Income before income taxes 10,716,158 Benefit from income taxes (157,291 ) Net income from continuing operations 10,873,449 Income from continuing operations attributable to non-controlling interests 695,787 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 10,177,662 Net income from discontinued operations 1,115,825 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 11,293,487 Depreciation and amortization expenses for the year ended December 31, 2018 for the retail, bulk, services and manufacturing segments were $2,019,462, $3,387,592, $28,386 and $1,598,794, respectively. As of December 31, 2018 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,947,193 $ 18,480,589 $ 1,812,838 $ 987,475 $ 24,228,095 Property plant and equipment, net $ 24,435,501 $ 32,820,908 $ 14,772 $ 1,609,637 $ 58,880,818 Construction in progress $ 5,437,093 $ 574,659 $ 3,291 $ - $ 6,015,043 Intangibles, net $ - $ - $ - $ 1,891,667 $ 1,891,667 Goodwill $ 1,170,511 $ 1,947,846 $ - $ 4,885,211 $ 8,003,568 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 61,210,879 $ 67,739,059 $ 27,406,983 $ 12,254,121 $ 168,611,042 Assets of discontinued operations $ 3,904,556 Total assets $ 172,515,598 Year Ended December 31, 2017 Retail Bulk Services Manufacturing Total Revenues $ 23,225,066 $ 28,682,113 $ 469,347 $ 6,990,496 $ 59,367,022 Cost of revenues 10,372,199 19,562,503 469,797 4,963,962 35,368,461 Gross profit 12,852,867 9,119,610 (450 ) 2,026,534 23,998,561 General and administrative expenses 11,884,659 1,108,158 3,043,078 2,646,504 18,682,399 Loss on asset dispositions and impairments, net 1,640,158 - - 1,400,000 3,040,158 Income (loss) from operations $ (671,950 ) $ 8,011,452 $ (3,043,528 ) $ (2,019,970 ) 2,276,004 Other income, net 1,526,358 Income before income taxes 3,802,362 Benefit from income taxes (888,977 ) Net income from continuing operations 4,691,339 Loss from continuing operations attributable to non-controlling interests (411,489 ) Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 5,102,828 Net income from discontinued operations 1,041,234 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 6,144,062 Depreciation and amortization expenses for the year ended December 31, 2017 for the retail, bulk, services and manufacturing segments were $2,008,992, $3,632,171, $44,934 and $1,603,971, respectively. As of December 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,406,595 $ 9,816,852 $ 1,155,318 $ 1,308,313 $ 14,687,078 Property plant and equipment, net $ 23,172,382 $ 24,579,526 $ 84,339 $ 1,847,524 $ 49,683,771 Construction in progress $ 321,368 $ 1,498,625 $ 3,291 $ 0 $ 1,823,284 Intangibles, net $ - $ - $ - $ 3,231,667 $ 3,231,667 Goodwill $ 1,170,511 $ 1,947,846 $ - $ 4,885,211 $ 8,003,568 Land and rights of way held for development $ - $ - $ 21,505,675 $ - $ 21,505,675 Total segment assets $ 52,095,524 $ 71,489,274 $ 24,488,173 $ 13,111,875 $ 161,184,846 Assets of discontinued operations $ 4,296,049 Total assets $ 165,480,895 Revenues earned by major geographic region were: Year ended December 31, 2018 2017 Cayman Islands $ 34,623,925 $ 30,218,830 Bahamas 23,241,361 21,528,494 Indonesia 153,233 159,856 USA 7,256,150 6,990,496 Revenues earned from management services agreement with OC-BVI 445,188 469,346 $ 65,719,857 $ 59,367,022 Revenues earned from major customers were: Year ended December 31, 2018 2017 Revenues earned from the Water and Sewerage Corporation $ 22,956,878 $ 21,307,993 Percentage of total revenues from the WSC 35 % 36 % Revenues earned from the Water Authority - Cayman $ 7,789,926 $ 7,153,620 Percentage of total revenues from the WAC 12 % 12 % Property, plant and equipment, net by major geographic region were: December 31, 2018 2017 Cayman Island operations $ 24,340,063 $ 23,182,334 Bahamas operations 32,738,531 24,511,285 USA 1,609,637 1,847,524 All other country operations 192,587 142,628 $ 58,880,818 $ 49,683,771 |
Cost of revenues and general an
Cost of revenues and general and administrative expenses | 12 Months Ended |
Dec. 31, 2018 | |
Cost of revenues and general and administrative expenses [Abstract] | |
Cost of revenues and general and administrative expenses [Text Block] | 18. Cost of revenues and general and administrative expenses Year Ended December 31, 2018 2017 Cost of revenues consist of: Electricity $ 11,087,214 $ 9,722,210 Depreciation 5,328,091 5,553,423 Fuel oil 5,434,995 4,423,264 Employee costs 5,127,831 5,344,251 Cost of plant sales 1,059,520 - Maintenance 2,481,095 2,443,629 Retail license royalties 1,687,010 1,537,879 Insurance 996,563 944,366 Materials 3,102,533 2,836,240 Other 2,672,718 2,563,199 $ 38,977,570 $ 35,368,461 General and administrative expenses consist of: Employee costs $ 8,400,729 $ 8,061,686 Insurance 751,541 734,003 Professional fees 1,250,634 1,375,965 Directors’ fees and expenses 845,891 804,110 Depreciation 158,404 164,025 NSC project expenses 2,884,213 3,011,710 Amortization of Intangibles 1,340,000 1,363,849 Other 3,078,007 3,167,051 $ 18,709,419 $ 18,682,399 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 19. Stock-based compensation The Company has the following stock compensation plans that form part of its employees’ and Directors’ remuneration: Employee Share Incentive Plan (Preferred Shares) The Company awards shares of its preferred stock for $nil consideration under its Employee Share Incentive Plan to eligible employees, other than Directors and Officers, after four consecutive years of employment. If these employees remain with the Company for an additional four consecutive years, they can convert these preferred shares into shares of common stock on a one for one basis. In addition, at the time the preferred shares are granted, the employees receive options to purchase an equal number of shares of preferred stock at a discount to the average trading price of the Company’s common stock for the first seven days of the October immediately preceding the date of the preferred stock grant. If these options are exercised, the shares of preferred stock obtained may also be converted to shares of common stock if the employee remains with the Company for an additional four consecutive years. Each employee’s option to purchase shares of preferred stock must be exercised within 30 days of the grant date, which is the 90th day after the date of the independent registered public accountants’ audit opinion on the Company’s consolidated financial statements. Shares of preferred stock not subsequently converted to shares of common stock are redeemable only at the discretion of the Company. Shares of preferred stock granted under this plan during the years ended December 31, 2018 and 2017 totaled 7,409 and 9,441, respectively, and an equal number of preferred stock options were granted in each of these years. Employee Share Option Plan (Common Stock Options) The Company has an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised will be the closing market price on the grant date, which is the 40th day after the date of the Company’s Annual Shareholder Meeting. The number of options each employee is granted is equal to five times the sum of (i) the number of preferred shares which that employee receives for $nil consideration and (ii) the number of preferred share options which that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the thirtieth day after the fourth anniversary of the grant date. Options granted under this plan during the years ended December 31, 2018 and 2017 totaled 2,750 and 3,390, respectively. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. 2008 Equity Incentive Plan On May 14, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan (the “2008 Plan”) and reserved 1,500,000 shares of the Company’s Class A common shares for issuance under this plan. All Directors, executives and key employees of the Company or its affiliates are eligible for participation in the 2008 Plan which provides for the issuance of options, restricted stock and stock equivalents at the discretion of the Board. Non-Executive Directors’ Share Plan This stock grant plan provides part of Directors’ remuneration. Under this plan, non-Executive Directors receive a combination of cash and common stock for their participation in Board meetings. The number of shares of common stock granted is calculated based upon the market price of the Company’s common stock on October 1 of the year preceding the grant. Common stock granted under this plan during the years ended December 31, 2018 and 2017 totaled 18,242 and 17,158 shares, respectively. The Company recognized stock-based compensation for these share grants of $236,691 and $210,151 for the years ended December 31, 2018 and 2017, respectively. The Company measures and recognizes compensation expense at fair value for all share-based payments, including stock options. Stock-based compensation for the Employee Share Incentive Plan, Employee Share Option Plan and the 2008 Equity Incentive Plan totaled $137,191 and $152,166 for the years ended December 31, 2018 and 2017, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of income. The significant weighted average assumptions for the years ended December 31, 2018 and 2017 were as follows: 2018 2017 Risk free interest rate 2.05 % 1.09 % Expected option life (years) 1.2 1.0 Expected volatility 25.10 % 37.21 % Expected dividend yield 2.62 % 2.41 % A summary of the Company’s stock option activity for the year ended December 31, 2018 is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding at beginning of period 12,085 $ 12.38 Granted 10,159 10.58 Exercised (1,335 ) 9.72 Forfeited/expired (10,079 ) 10.58 Outstanding as of December 31, 2018 10,830 $ 12.69 2.05 years $ - Exercisable as of December 31, 2018 - $ 0.00 - years $ - (1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $ 11.66 As of December 31, 2018, 10,830 non-vested options were outstanding, with weighted average exercise price of $12.69, and average remaining contractual life of 2.05 years. The total remaining unrecognized compensation costs related to unvested stock-based arrangements were $17,044 as of December 31, 2018 and are expected to be recognized over a weighted average period of 2.05 years. As of December 31, 2018, unrecognized compensation costs relating to redeemable preferred stock outstanding were $159,332 and are expected to be recognized over a weighted average period of 1.14 years. The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2018 and 2017: 2018 2017 Options granted with an exercise price below market price on the date of grant: Employees preferred stock $ 3.27 $ 4.11 Overall weighted average 3.27 4.11 Options granted with an exercise price at market price on the date of grant: Management employees $ - $ - Employees common stock 3.19 3.23 Overall weighted average 3.19 3.23 Options granted with an exercise price above market price on the date of grant: Management employees $ - $ - Employees preferred stock - - Overall weighted average - - Total intrinsic value of options exercised $ 4,379 $ 8,942 Executive Long-Term Incentive Compensation The Board of Directors approved changes to the long-term incentive compensation for the Company’s executive officers effective for 2015 and thereafter to better align the interests of its executive officers with those of its shareholders. The revised long-term compensation plan includes a combination of performance and non-performance-based grants of common stock from the shares of Company stock provided for issuance under the 2008 Equity Incentive Plan. The non-performance-based stock grants vest in one third increments at the end of each year over a three-year period. Non-performance-based stock grants under this plan totaled 26,864 and 26,958 for the years ended December 31, 2018 and 2017, respectively and were issued in 2019 and 2018, respectively. The Company recognized $317,991 and $302,121 in stock-based compensation expense related to the non-performance stock grants under the long-term compensation plan for the years ended December 31, 2018 and 2017, respectively. The performance-based grants may be earned at the end of each year based upon the relative level of achievement of three-year cumulative financial performance targets. The initial three-year measurement period for the performance-based stock grants began January 1, 2015 and ended December 31, 2017. A total of 13,028 shares of common stock were granted effective December 31, 2017 for this initial three-year measurement period based upon the Company’s financial performance relative to the cumulative financial performance targets and the Company recognized $139,139 in stock-based compensation for the year ended December 31, 2017 related to these grants. The next three-year measurement period for the performance-based stock grants was for the period which began January 1, 2016 and ended December 31, 2018. A total of 12,930 shares of common stock were granted effective December 31, 2018 for this three-year measurement period based upon the Company’s financial performance relative to the cumulative financial performance targets and the Company recognized $158,263 in stock-based compensation for the year ended December 31, 2018 related to these grants. |
Retirement benefits
Retirement benefits | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 20. Retirement benefits Retirement benefit plans are offered to all employees in Florida, Cayman Islands and Bahamas. The plans are administered by third party plan providers and are defined contribution plans. The Company matches the contribution of each employee participating in the plans in an amount up to (i) the first 5% of a Cayman Islands or Bahamas employee’s salary; and (ii) 6% of a Florida employee’s salary. The total amount recognized as an expense under the plans during the years ended December 31, 2018 and 2017 was $408,128, and $384,624, respectively. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments Disclosure [Text Block] | 21. Financial instruments Credit risk: The Company is not exposed to significant credit risk on its retail customer accounts as its policy is to cease supply of water to customers’ accounts that are more than 45 days overdue. The Company’s exposure to credit risk is concentrated on receivables from its bulk water and manufacturing customers. The Company considers these receivables fully collectible and therefore has not recorded an allowance for these receivables. Interest rate risk: The Company is not subject to significant interest-rate risk arising from fluctuations in interest rates. Foreign exchange risk: All relevant foreign currencies other than the Mexican peso, Indonesian rupiah and the euro have been fixed to the dollar for more than 20 years and as a result, the Company does not employ a hedging strategy against exchange rate risk associated with the reporting in dollars. If any of these fixed exchange rates becomes a floating exchange rate or if any of the foreign currencies in which the Company conducts business depreciate significantly against the dollar, the Company’s consolidated results of operations could be adversely affected. Fair values: As of December 31, 2018 and 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 December 31, 2018 and 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 December 31, 2018 and 2017: December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 24,000 $ 24,000 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 year ended December 31, 2018: Net asset arising from put/call options Balance as of December 31, 2017 (1) $ 280,000 Unrealized loss 256,000 Balance as of December 31, 2018 (1) $ 24,000 (1) The net asset arising from the put/call options is included in other assets in the accompanying consolidated balance sheets as of December 31, 2018 and 2017. |
CW-Bali
CW-Bali | 12 Months Ended |
Dec. 31, 2018 | |
Limited Liability Companies (LLCs) and Limited Partnerships (LPs) [Abstract] | |
Schedule Of Subsidiary Of Limited Liability Company Description [Text Block] | 22. CW-Bali Through its subsidiary CW-Bali, the Company built a seawater reverse osmosis plant located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. The Company built this plant based upon its belief that future water shortages in this area of Bali would eventually enable it to sell all of this plant’s production. Since inception of CW-Bali’s operations in 2013, the sales volumes for its plant have not been sufficient to cover its operating costs and CW-Bali has incurred net losses. The Company’s net losses from CW-Bali for the years ended December 31, 2018 and 2017, were approximately ($218,000) and ($1.9 million). The results of CW-Bali are included in the retail segment for segment reporting purposes. In May 2017, after considering CW-Bali’s historical and projected operating losses, its on-going funding requirements, the current business and economic environment in Bali and the Company’s inability to obtain a strategic partner for CW-Bali, the Company’s Board of Directors formally resolved to discontinue CW-Bali’s operations. Based upon this decision to cease CW-Bali’s operations, the Company estimated the future cash flows the Company would receive under various scenarios from the disposition of its investment in CW-Bali and assigned a probability to each scenario to determine an estimated fair value of its investment in CW-Bali. Based upon these probability-weighted sums, the Company recorded impairment losses totaling approximately ($1.7 million) in 2017, which are included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income. The Company planned to cease the production of water in Bali, sell its stock in CW-Bali or CW-Bali’s net assets, and exit the Bali market at the earliest practical date. However, in October 2017, CW-Bali’s sole remaining customer filed a lawsuit in the district court of Denpasar in Bali, Indonesia against CW-Bali, its President, and the Company’s Chief Financial Officer in his capacity as the President of CW-Bali’s Board of Commissioners (i.e. Directors) seeking compensatory damages of 57.1 billion rupiahs and punitive damages of 26 billion rupiahs as a result of the anticipated breach of this customer’s water supply agreement that will arise from CW-Bali’s planned cessation of operations. The Company believed this lawsuit was without merit and vigorously defended CW-Bali and the two other defendants. However, until this lawsuit was resolved the Company was legally prohibited from disposing of its investment in CW-Bali or any of CW-Bali’s assets. In April 2018, the Denpasar court ruled that it had no authority to adjudicate this 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. In October 2018, the Denpasar appeals court issued its ruling which upheld the previous court’s ruling, thereby denying the customer’s appeal. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 23. Commitments and contingencies Commitments As of December 31, 2018, the Company held operating leases for office space, warehouse space, and equipment. In addition to minimum lease payments, certain leases provide for payment of real estate taxes, insurance, common area maintenance, and certain other expenses. Lease terms may include escalating rent provisions and rent incentives. Minimum lease payments and rent incentives are expensed using a straight-line method over the non-cancellable lease term, which expire at various dates through the year 2021. The short-term and long-term components of deferred rent assets are included within prepaid expenses and other current assets, and other assets, respectively, in the accompanying consolidated balance sheets. Future minimum lease payments under these non-cancellable operating leases as of December 31, 2018 are as follows: 2019 $ 474,831 2020 335,471 2021 83,886 $ 894,188 Total rental expense for the years ended December 31, 2018 and 2017 was $870,833 and $844,561, respectively, and is included within general and administrative expenses in the accompanying consolidated statements of income. The Company has entered into employment agreements with certain executives, which expire through December 31, 2021 and provide for, among other things, base annual salaries in an aggregate amount of approximately $2.0 million, performance bonuses and various employee benefits. The Company has purchase obligations totaling approximately $4.3 million through May 31, 2020. Contingencies CW-Bahamas CW-Bahamas’ accounts receivable balances due from the WSC amounted to $17.6 million as of December 31, 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. If CW-Bahamas continues to be unable to collect a significant portion of its delinquent accounts receivable in the coming months, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations without new funding from its shareholders; (ii) we may be required to cease the recognition of revenues on CW-Bahamas’ water supply agreements with the WSC; and (iii) we may be required to provide an allowance for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on the Company’s results of operations, financial position and cash flows. Cayman Water The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. As discussed below, this license expired in January 2018. 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 Island: Seven Mile Beach and West Bay. In 2018 and 2017 the Company generated approximately 39% and 39%, 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 was extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate the terms of a new license agreement. The most recent extension of the license expired on January 31, 2018. The Company continues to provide water subsequent to January 31, 2018 on a month-to-month “good faith” basis under the terms of the expired license in order to allow for the continuation of negotiations for a new license 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. The Company has been informed during its retail license negotiations, both by OfReg and its predecessor in these negotiations, that the Cayman Islands government seeks to restructure the terms of its license in a manner that could significantly reduce the operating income and cash flows the Company has historically generated from its retail license. The Company is presently unable to determine what impact the resolution of its retail license negotiations will have on its cash flows, financial condition or results of operations but such resolution could result in a material reduction (or the loss) of the operating income and cash flows the Company has historically generated from Cayman Water retail operations and could require the Company to record impairment losses to reduce the carrying values of its retail segment assets. Such impairment losses could have a material adverse impact on the Company’s financial condition and results of operations. Bulk Water Operations in the Cayman Islands 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 seawater reverse osmosis desalination 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 (“NSWW”) plants. The previous operating agreements for the North Sound and Red Gate plants expired in February 2019. In response to a public bidding process for a new operations and maintenance agreement encompassing both the North Sound and Red Gate plants, the Company submitted a bid for the new agreement. In August 2018, the WAC accepted OC-Cayman’s bid for the new agreement, and the WAC and OC-Cayman entered into a new five-year contract commencing on February 1, 2019 for the operation of the North Sound and Red Gate plants. The terms of the new agreement are substantially consistent with those of the prior North Sound and Red Gate water supply agreements, except that (i) OC-Cayman has decreased the price it charges for the water supplied; and (ii) under the new agreement the WAC pays the energy costs for the operation of these plants directly to the utility company rather than paying OC-Cayman a pass-through charge for these costs. In 2018, OC-Cayman generated approximately $5.1 million in revenues under the North Sound and Red Gate agreements, of which $3.2 million consisted of energy pass-through charges. The current operations and maintenance agreement for the NSWW plant expires June 2019. Pursuant to a public bidding process, in February 2019 we submitted our bid to operate and maintain this plant for a period of seven years after the current contract expires and are awaiting the results of the bidding process and the decision of the WAC. In 2018, the Company generated approximately $ 2.7 million in revenues under the agreement If the Company does not obtain a new bulk water supply agreement for the NSWW plant, or if such new agreement is obtained on terms less favorable than the Company’s existing agreement, its results of operations and cash flows will be adversely affected. |
Supplemental disclosure of cash
Supplemental disclosure of cash flow information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | 24. Supplemental disclosure of cash flow information Year Ended December 31, 2018 2017 Interest paid in cash $ 12,534 $ 5,978 Non-cash transactions: Transfers from inventory to property, plant and equipment and construction in progress $ 400,004 $ 291,275 Transfers from construction in progress to property, plant and equipment $ 14,398,624 $ 3,183,122 Transfers from other assets to construction in progress $ 2,137,341 $ - Transfer from other assets to land and rights of way held for development $ - $ 947,251 Issuance of 58,228 and 34,991, respectively, shares of common stock for services rendered $ 674,658 $ 402,927 Issuance of 7,409 and 9,441, respectively, shares of redeemable preferred stock for services rendered $ 96,317 $ 118,485 Conversion (on a one-to-one basis) of 5,809 and 12,214, respectively, shares of redeemable preferred stock to common stock $ 3,485 $ 7,328 Dividends declared but not paid $ 1,276,505 $ 1,270,950 |
Impact of recent accounting sta
Impact of recent accounting standards | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 25. Impact of recent accounting standards Adoption of New Accounting Standards: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 prescribes a five-step framework in accounting for revenues from contracts within its scope, including (a) identification of the contract, (b) identification of the performance obligations under the contract, (c) determination of the transaction price, (d) allocation of the transaction price to the identified performance obligations and (e) recognition of revenues as the identified performance obligations are satisfied. ASU 2014-09 also prescribes additional disclosures and financial statement presentations. ASU 2014-09 may be adopted retrospectively or under a modified retrospective method where the cumulative effect is recognized at the date of initial application. This amendment was originally effective January 1, 2017. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date by one year to January 1, 2018. Early application is permitted but not before January 1, 2017. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net ), that amends the principal versus agent guidance in ASU 2014-09. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer. ASU 2016-08 also provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, that amends the revenue guidance in ASU 2014-09 on identifying performance obligations and accounting for licenses of intellectual property. ASU 2016-10 changed the FASB's previous proposals on renewals of right-to-use licenses and contractual restrictions. The effective date of the standard for the Company will coincide with ASU 2014-09 during the first quarter 2018. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting . ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies implementation guidance around collectability, sales taxes collected from customers, noncash considerations, contract modifications at transition, and completed contracts at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers , which amended the guidance on performance obligation disclosures and makes technical corrections and improvements to the new revenue standard. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and permits early adoption on a limited basis. The update permits the use of either the retrospective or cumulative effect transition method. The effective dates of ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12 and ASU 2016-20 are the same as ASU 2015-14 discussed above. 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, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments the adoption resulted in a reclassification of approximately $1.5 million in cash inflows related to the distribution of earnings from OC-BVI from investing activities to operating activities in the consolidated statement of cash flows. Effect of newly issued but not yet effective accounting standards: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which amends the guidance relating to the definition of a lease, recognition of lease assets and liabilities on the balance sheet, and the related disclosure requirements. In July 2018, the FASB issued ASU 2018-11, Leases: Targeted Improvements Leases (Topic 842) In December 2018, the FASB issued ASU 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, Leases (Topic 842): Codification Improvements, Financial Services-Depository and Lending, The guidance requires lessees to recognize an asset and liability on the balance sheet for all of their lease obligations. Operating leases were previously not recognized on the balance sheet. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018 and early adoption is permitted. The Company will adopt the standard using the modified retrospective method for its existing leases and expects that this standard will increase lease assets and lease liabilities on the consolidated balance sheets. The Company intends to elect certain practical expedients and will carry forward historical conclusions related to (1) contracts that contain leases, (2) existing lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. The Company will also apply the practical expedient that will allow the Company to elect, as an accounting policy, by asset class, to include both lease and non-lease components as a single component and account for it as a lease. The Company will apply the short-term lease exception for lessees which will allow the Company to not have to apply the recognition requirements of the new leasing guidance for short-term leases and to recognize lease payments in net income on a straight-line basis over the lease term. The Company will also apply the practical expedient related to land easements, allowing it to carry forward its accounting treatment for land easements on existing agreements. Based on an analysis the Company has performed, the adoption of this new lease standard is not expected to have a material impact on Company’s financial position, results of operations or cash flows. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 26. Subsequent events The Company evaluated subsequent events through the time of the filing of its Annual Report on Form 10-K. Other than as disclosed in these consolidated financial statements, the Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements. |
Accounting policies (Policies)
Accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of preparation: The consolidated financial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and goodwill. Actual results could differ significantly from such estimates. |
Consolidation, Policy [Policy Text Block] | Basis of consolidation: The accompanying consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, , Inc., Cayman Water Company Limited (“Cayman Water”), Consolidated Water (Belize) Limited (“CW-Belize”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), Limited (“ ”), Consolidated Water , U.A. (“CW- ”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), Industries, Inc. (“ ”), PT Consolidated Water Bali (“CW-Bali”), N.S.C. Agua, S.A. de C.V. (“NSC”) and de S.A.P.I. de C.V. (“AdR”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency: $ 8,089 and $ 73,635 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of December 31, 2018 and December 31, 2017 include $8.4 million and $15.9 million, respectively, of certificates of deposits with an original maturity of three months or less. As of December 31, 2018, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $2.7 million. As of December 31, 2018, $28.9 million. Transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas. As of December 31, 2018, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $4.3 million. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts receivable and allowance for doubtful accounts: Accounts receivable are recorded at invoiced amounts based on meter readings or minimum take-or-pay amounts per contractual agreements. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write-off experience and monthly review of delinquent accounts. Past due balances are reviewed individually for collectability and disconnection. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered by management to be remote. |
Inventory, Policy [Policy Text Block] | Inventory: Inventory primarily includes consumables stock and spare parts stock that are valued at cost, less an allowance for obsolescence, with cost determined on the first-in, first-out basis. Inventory also includes potable water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of the average cost of producing water during the year or its net realizable value. |
Finance, Loans and Leases Receivable, Policy [Policy Text Block] | Loans receivable: Loans receivable relate to notes receivable from customers arising from the construction and sale of water desalination plants. The allowance for loan losses, if any, is the Company’s best estimate of the amount of probable credit losses in the Company’s existing loans and is determined on an individual loan basis. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, plant and equipment: Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years Additions to property, plant and equipment are comprised of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and estimated fair value. |
Interest Capitalization, Policy [Policy Text Block] | Construction in progress: |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and intangible assets: Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units, which consist of the retail, bulk, and manufacturing business segments, and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares the fair value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded. For the years ended December 31, 2018 and 2017, the Company estimated the fair value of its reporting units by applying the discounted cash flow method, the guideline public company method, and the mergers and acquisitions method. The discounted cash flow method relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of each analysis. The Company also estimated the fair value of each of its reporting units for the years ended December 31, 2018 and 2017 through reference to the guideline companies and the market multiples implied by guideline merger and acquisition transactions. The Company weighted the fair values estimated for each of its reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings the Company applied to each method as of December 31, 2018 were consistent with those used as of December 31, 2017 and were as follows: Method Retail Bulk Manufacturing Discounted cash flow 80 % 80 % 80 % Guideline public company 10 % 10 % 10 % Mergers and acquisitions 10 % 10 % 10 % 100 % 100 % 100 % The fair values the Company estimated for its retail, bulk and manufacturing units exceeded their carrying amounts by 79%, 62% and 53%, respectively, as of December 31, 2018. The fair values the Company estimated for its retail and bulk units exceeded their carrying amounts by 121% and 59%, respectively, as of December 31, 2017. The carrying amount the Company estimated for its manufacturing unit exceeded its fair value by 12% as of December 31, 2017 and as discussed in the paragraph that follows, the Company recorded an impairment loss to reduce the carrying value of the goodwill for this segment. On February 11, 2016, the Company acquired 51% ownership interest in Aerex. In connection with this acquisition the Company recorded goodwill of $8,035,211. Aerex’s actual results of operations for the six months in 2016 following the acquisition fell significantly short of the projected results for this period that were included in the overall cash flow projections the Company utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, the Company determined that the carrying value of the Aerex goodwill exceeded its fair value and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016, included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to reduce the carrying value of this goodwill to $6,285,211. As part of the Company’s annual impairment testing of goodwill performed during the fourth quarter, in 2017 the Company updated its projections for Aerex’s future cash flows, determined that the carrying value of the Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,400,000 for the three months ended December 31, 2017, which is included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to further reduce the carrying value of the goodwill to $4,885,211. The Company may be required to record additional impairment losses to reduce the carrying value of this goodwill in future periods if the Company determines it likely that Aerex’s results of operations will fall short of its most recent projections of its future cash flows. In February 2019, the Company sold CW-Belize. As a result of this sale, CW-Belize has been accounted for as discontinued operations in the consolidated financial statements, and bulk segment goodwill of approximately $381,000 as of December 31, 2018 and 2017 associated with CW-Belize has been reclassified to long-term assets of discontinued operations in the consolidated statements of financial condition. |
Investment, Policy [Policy Text Block] | Investments: Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary. |
Other Assets [Policy Text Block] | Other assets: Under the terms of CW-Bahamas’ contract with the Water and Sewerage Corporation of The Bahamas (“WSC”) to supply water from its Blue Hills desalination plant, CW-Bahamas was required to reduce the amount of water lost by the public water distribution system on New Providence Island, The Bahamas, over a one-year period by 438 million gallons, a requirement CW-Bahamas met during 2007. The Company was solely responsible for the engineering, labor and materials costs incurred to affect the reduction in lost water, which were capitalized and are being amortized on a straight-line basis over the original remaining life of the Blue Hills contract. Such costs are included in other assets and aggregated approximately $3.5 million as of December 31, 2018 and 2017. Accumulated amortization for these costs was approximately $2.2 million and $2.0 million as of December 31, 2018 and 2017, respectively. Amortization expense was $179,353 for the years ended December 31, 2018 and 2017. |
Income Tax, Policy [Policy Text Block] | Income taxes: The Company accounts for the income taxes arising from the operations of its United States and Mexico subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized. The Company is not presently subject to income taxes in the other countries in which it operates. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source. Year Ended December 31, 2018 2017 Retail revenues $ 25,621,048 $ 23,225,066 Bulk revenues 31,031,287 28,682,113 Services revenues 1,811,372 469,347 Manufacturing revenues 7,256,150 6,990,496 Total Revenues $ 65,719,857 $ 59,367,022 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 2018 and 2017, bad debts represented less than 1% of the Company’s total 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 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. The Company sells bulk water in The Bahamas through its majority-owned subsidiary CW-Bahamas to the Water 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. Services and 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 also provides design, engineering and construction services for desalination projects through DesalCo, which is recognized by suppliers as an original equipment manufacturer of seawater reverse osmosis desalination plants. DesalCo also provides management and procurement services for desalination plants and engineering services relating to municipal water production, distribution and treatment. The Company recognizes construction services and 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. The Company has elected the “right to invoice” practical expedient for revenue recognition on its management services agreements and recognizes revenue in the amount to which the Company has a right to invoice. 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. |
Reclassification, Policy [Policy Text Block] | Comparative amounts: Certain amounts presented in the financial statements previously issued for 2017 have been reclassified to conform to the current year’s presentation. |
Accounting policies (Tables)
Accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule Of Property Plant And Equipment Useful Life [Table Text Block] | Rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years |
Estimated Fair value Of Reporting Segment [Table Text Block] | The respective weightings the Company applied to each method as of December 31, 2018 were consistent with those used as of December 31, 2017 and were as follows: Method Retail Bulk Manufacturing Discounted cash flow 80 % 80 % 80 % Guideline public company 10 % 10 % 10 % Mergers and acquisitions 10 % 10 % 10 % 100 % 100 % 100 % |
Disaggregation of Revenue [Table Text Block] | The following table presents the Company’s revenues disaggregated by revenue source. Year Ended December 31, 2018 2017 Retail revenues $ 25,621,048 $ 23,225,066 Bulk revenues 31,031,287 28,682,113 Services revenues 1,811,372 469,347 Manufacturing revenues 7,256,150 6,990,496 Total Revenues $ 65,719,857 $ 59,367,022 |
Discontinued operations - CW-_2
Discontinued operations - CW-Belize (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Summarized financial information for CW-Belize as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017 is as follows: December 31, 2018 2017 Current assets $ 1,959,494 $ 2,229,174 Property, plant and equipment, net 725,930 841,293 Inventory, non-current 356,854 296,012 Goodwill 380,680 380,680 Intangible assets 467,575 533,767 Other assets 14,023 15,123 Total assets of discontinued operations $ 3,904,556 $ 4,296,049 Total liabilities of discontinued operations $ 646,452 $ 1,097,821 Year Ended December 31, 2018 2017 Revenues $ 3,127,767 $ 2,939,643 Income from operations 1,154,897 1,045,359 Net Income 1,115,825 1,041,234 Depreciation 115,363 116,081 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Cash and cash equivalents are not restricted by the terms of the Company’s bank accounts as to withdrawal or use. As of December 31, 2018 and 2017, the equivalent United States dollars are denominated in the following currencies: December 31, 2018 2017 Bank accounts: United States dollar $ 11,797,054 $ 6,764,201 Cayman Islands dollar 5,626,487 4,306,768 Bahamian dollar 3,301,002 13,310,936 Belize dollar 1,130,783 4,646,184 Bermudian dollar 3,370 3,502 Mexican peso 37,313 17,014 Indonesian rupiah 22,289 46,331 21,918,298 29,094,936 Short term deposits: United States dollar 8,379,723 10,559,407 Cayman Islands dollar - 4,802,060 Bahamian dollar 1,039,456 1,026,563 9,419,179 16,388,030 Total cash and cash equivalents $ 31,337,477 $ 45,482,966 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, 2018 2017 Trade accounts receivable $ 22,331,720 $ 13,341,438 Receivable from OC-BVI 46,600 123,807 Other accounts receivable 2,008,677 1,380,735 24,386,997 14,845,980 Allowance for doubtful accounts (158,902 ) (158,902 ) Accounts receivable, net $ 24,228,095 $ 14,687,078 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | The activity for the allowance for doubtful accounts consisted of: December 31, 2018 2017 Opening allowance for doubtful accounts $ 158,902 $ 193,338 Provision for doubtful accounts - - Accounts written off during the year - (34,436 ) Ending allowance for doubtful accounts $ 158,902 $ 158,902 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Noncurrent [Table Text Block] | December 31, 2018 2017 Water stock $ 36,837 $ 28,332 Consumables stock 106,925 103,442 Spare parts stock 6,634,157 5,914,740 Total inventory 6,777,919 6,046,514 Less current portion 2,232,721 1,583,553 Inventory (non-current) $ 4,545,198 $ 4,462,961 |
Loans receivable (Tables)
Loans receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule Of Loans Receivable [Table Text Block] | December 31, 2018 2017 All loans receivable are due from the Water Authority Cayman and consisted of: Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to June 2019, and secured by the machinery and equipment of the North Side Water Works plant. $ 734,980 $ 2,135,428 Total loans receivable 734,980 2,135,428 Less current portion 734,980 1,400,448 Loans receivable, excluding current portion $ - $ 734,980 |
Property, plant and equipment_2
Property, plant and equipment and construction in progress (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2018 2017 Land $ 3,435,361 $ 3,435,361 Buildings 19,829,575 19,916,098 Plant and equipment 61,777,836 58,873,604 Distribution system 36,057,078 33,901,161 Office furniture, fixtures and equipment 3,635,184 3,413,702 Vehicles 1,431,719 1,444,182 Leasehold improvements 244,221 237,027 Lab equipment 27,795 157,838 126,438,769 121,378,973 Less accumulated depreciation 67,557,951 71,695,202 Property, plant and equipment, net $ 58,880,818 $ 49,683,771 Construction in progress $ 6,015,043 $ 1,823,284 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information of Unconsolidated Equity Method Investment [Table Text Block] | Summarized financial information for OC-BVI is as follows: December 31, 2018 2017 Current assets $ 2,286,179 $ 2,835,614 Non-current assets 3,859,310 3,945,071 Total assets $ 6,145,489 $ 6,780,685 December 31, 2018 2017 Current liabilities $ 132,005 $ 218,753 Non-current liabilities 1,048,950 1,158,300 Total liabilities $ 1,180,955 $ 1,377,053 Year Ended December 31, 2018 2017 Revenues $ 2,845,211 $ 2,874,936 Cost of revenues 1,348,046 1,759,285 Gross profit 1,497,165 1,115,651 General and administrative expenses 707,034 1,163,547 Long-lived asset impairment and disposition losses - 188,164 Income (loss) from operations 790,131 (236,060 ) Other income, net 3,393,271 587,859 Net income 4,183,402 351,799 Income attributable to non-controlling interests 52,275 58,202 Net income attributable to controlling interests $ 4,131,127 $ 293,597 |
Equity Method Investments [Table Text Block] | A reconciliation of the beginning and ending balances for the investment in OC-BVI for the year ended December 31, 2018: Balance as of December 31, 2017 $ 2,783,882 Profit-sharing and equity from earnings of OC-BVI 2,452,355 Distributions received from OC-BVI (2,651,250 ) Balance as of December 31, 2018 $ 2,584,987 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2018 2017 Cost Non-compete agreement $ 400,000 $ 400,000 Trade name 1,400,000 1,400,000 Certifications/programs 2,000,000 2,000,000 Customer backlog 100,000 100,000 Customer relationships 2,000,000 2,000,000 5,900,000 5,900,000 Accumulated amortization Non-compete agreement (233,333 ) (153,333 ) Trade name (272,222 ) (178,889 ) Certifications/programs (1,944,444 ) (1,277,778 ) Customer backlog (100,000 ) (100,000 ) Customer relationships (1,458,334 ) (958,333 ) (4,008,333 ) (2,668,333 ) Intangible assets, net $ 1,891,667 $ 3,231,667 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: 2019 $ 728,889 2020 215,000 2021 100,000 2022 93,333 2023 93,333 Thereafter 661,112 $ 1,891,667 |
Note payable (Tables)
Note payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Note payable consists of the following: December 31, 2018 2017 Working capital loan from related party to Aerex bearing interest at 1.04% per annum and payable on March 31, 2018 $ - $ 686,000 Total note payable - 686,000 Less current portion - 686,000 Note payable, excluding current portion $ - $ - |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of income before income taxes for the years ended December 31 re as follows: Year Ended December 31, 2018 2017 Foreign (not subject to income taxes) $ 15,100,642 $ 10,041,971 Mexico (3,115,656 ) (3,188,134 ) United States (153,003 ) (2,010,241 ) 11,831,983 4,843,596 Less discontinued operations (1,115,825 ) (1,041,234 ) $ 10,716,158 $ 3,802,362 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Company's provision for income taxes for the years ended December 31, 2018 and 2017 consisted of a deferred tax benefit relating to U.S. operations made up of the following: Year Ended December 31, 2018 2017 Current tax expense $ 207,728 $ 1,371 Deferred tax benefit (365,019 ) (890,348 ) $ (157,291 ) $ (888,977 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the U.S. statutory federal tax rate to the effective benefit rate for the U.S. loss before income taxes for the years ended December 31, 2018 and 2017 is as follows: Year Ended December 31, 2018 2017 U.S. statutory federal rate 21.00 % 34.00 % State taxes, net of federal effect 4.22 % 2.00 % Foreign tax rate differential (38.26 )% (82.91 )% R&D tax credit (2.27 )% (2.49 )% Permanent items 1.26 % 13.39 % Tax Act adjustment 0.00 % (11.25 ) % Valuation allowance for deferred tax assets 12.72 % 28.90 % (1.33 ) % (18.36 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant items comprising the Company's net long-term deferred tax liability as of December 31, 2018 and 2017 were as follows: December 31, 2018 2017 Deferred tax assets: Operating loss carryforwards - Mexico $ 3,020,049 $ 4,923,026 Land basis difference - Mexico 999,719 702,547 Start-up costs - Mexico 3,856,942 747,215 Valuation allowances (7,876,710 ) (6,372,788 ) - - Deferred tax liabilities: Property and equipment - U.S. 180,431 205,827 Intangible assets - U.S. 479,443 819,066 659,874 1,024,893 Net deferred tax liability $ 659,874 $ 1,024,893 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2018 2017 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 10,177,662 $ 5,102,828 Less: preferred stock dividends (12,356 ) (11,418 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share 10,165,306 5,091,410 Net income from discontinued operation 1,115,825 1,041,234 Net income available to common shares in the determination of basic earnings per common share $ 11,281,131 $ 6,132,644 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 14,962,760 14,896,944 Plus: Weighted average number of preferred shares outstanding during the period 35,125 35,765 Potential dilutive effect of unexercised options and unvested stock grants 76,262 73,972 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,074,147 15,006,681 |
Dividends (Tables)
Dividends (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Dividends [Abstract] | |
Dividends Declared [Table Text Block] | Interim dividends declared on Class A common stock and redeemable preferred stock for each quarter of the respective years ended December 31 were as follows: 2018 2017 First Quarter $ 0.085 $ 0.075 Second Quarter 0.085 0.075 Third Quarter 0.085 0.075 Fourth Quarter 0.085 0.085 $ 0.34 $ 0.31 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 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. Year Ended December 31, 2018 Retail Bulk Services Manufacturing Total Revenues $ 25,621,048 $ 31,031,287 $ 1,811,372 $ 7,256,150 $ 65,719,857 Cost of revenues 11,011,456 21,551,383 1,503,034 4,911,697 38,977,570 Gross profit 14,609,592 9,479,904 308,338 2,344,453 26,742,287 General and administrative expenses 12,029,646 1,301,042 2,889,703 2,489,028 18,709,419 Loss on asset dispositions and impairments, net 12,263 - 41,180 3,331 56,774 Income (loss) from operations $ 2,567,683 $ 8,178,862 $ (2,622,545 ) $ (147,906 ) 7,976,094 Other income, net 2,740,064 Income before income taxes 10,716,158 Benefit from income taxes (157,291 ) Net income from continuing operations 10,873,449 Income from continuing operations attributable to non-controlling interests 695,787 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 10,177,662 Net income from discontinued operations 1,115,825 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 11,293,487 Depreciation and amortization expenses for the year ended December 31, 2018 for the retail, bulk, services and manufacturing segments were $2,019,462, $3,387,592, $28,386 and $1,598,794, respectively. As of December 31, 2018 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,947,193 $ 18,480,589 $ 1,812,838 $ 987,475 $ 24,228,095 Property plant and equipment, net $ 24,435,501 $ 32,820,908 $ 14,772 $ 1,609,637 $ 58,880,818 Construction in progress $ 5,437,093 $ 574,659 $ 3,291 $ - $ 6,015,043 Intangibles, net $ - $ - $ - $ 1,891,667 $ 1,891,667 Goodwill $ 1,170,511 $ 1,947,846 $ - $ 4,885,211 $ 8,003,568 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 61,210,879 $ 67,739,059 $ 27,406,983 $ 12,254,121 $ 168,611,042 Assets of discontinued operations $ 3,904,556 Total assets $ 172,515,598 Year Ended December 31, 2017 Retail Bulk Services Manufacturing Total Revenues $ 23,225,066 $ 28,682,113 $ 469,347 $ 6,990,496 $ 59,367,022 Cost of revenues 10,372,199 19,562,503 469,797 4,963,962 35,368,461 Gross profit 12,852,867 9,119,610 (450 ) 2,026,534 23,998,561 General and administrative expenses 11,884,659 1,108,158 3,043,078 2,646,504 18,682,399 Loss on asset dispositions and impairments, net 1,640,158 - - 1,400,000 3,040,158 Income (loss) from operations $ (671,950 ) $ 8,011,452 $ (3,043,528 ) $ (2,019,970 ) 2,276,004 Other income, net 1,526,358 Income before income taxes 3,802,362 Benefit from income taxes (888,977 ) Net income from continuing operations 4,691,339 Loss from continuing operations attributable to non-controlling interests (411,489 ) Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 5,102,828 Net income from discontinued operations 1,041,234 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 6,144,062 Depreciation and amortization expenses for the year ended December 31, 2017 for the retail, bulk, services and manufacturing segments were $2,008,992, $3,632,171, $44,934 and $1,603,971, respectively. As of December 31, 2017 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,406,595 $ 9,816,852 $ 1,155,318 $ 1,308,313 $ 14,687,078 Property plant and equipment, net $ 23,172,382 $ 24,579,526 $ 84,339 $ 1,847,524 $ 49,683,771 Construction in progress $ 321,368 $ 1,498,625 $ 3,291 $ 0 $ 1,823,284 Intangibles, net $ - $ - $ - $ 3,231,667 $ 3,231,667 Goodwill $ 1,170,511 $ 1,947,846 $ - $ 4,885,211 $ 8,003,568 Land and rights of way held for development $ - $ - $ 21,505,675 $ - $ 21,505,675 Total segment assets $ 52,095,524 $ 71,489,274 $ 24,488,173 $ 13,111,875 $ 161,184,846 Assets of discontinued operations $ 4,296,049 Total assets $ 165,480,895 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Year ended December 31, 2018 2017 Cayman Islands $ 34,623,925 $ 30,218,830 Bahamas 23,241,361 21,528,494 Indonesia 153,233 159,856 USA 7,256,150 6,990,496 Revenues earned from management services agreement with OC-BVI 445,188 469,346 $ 65,719,857 $ 59,367,022 Revenues earned from major customers were: Year ended December 31, 2018 2017 Revenues earned from the Water and Sewerage Corporation $ 22,956,878 $ 21,307,993 Percentage of total revenues from the WSC 35 % 36 % Revenues earned from the Water Authority - Cayman $ 7,789,926 $ 7,153,620 Percentage of total revenues from the WAC 12 % 12 % |
Long-lived Assets by Geographic Areas [Table Text Block] | Property, plant and equipment, net by major geographic region were: December 31, 2018 2017 Cayman Island operations $ 24,340,063 $ 23,182,334 Bahamas operations 32,738,531 24,511,285 USA 1,609,637 1,847,524 All other country operations 192,587 142,628 $ 58,880,818 $ 49,683,771 |
Cost of revenues and general _2
Cost of revenues and general and administrative expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cost of revenues and general and administrative expenses [Abstract] | |
Cost of revenues and general and administrative expenses [Table Text Block] | Year Ended December 31, 2018 2017 Cost of revenues consist of: Electricity $ 11,087,214 $ 9,722,210 Depreciation 5,328,091 5,553,423 Fuel oil 5,434,995 4,423,264 Employee costs 5,127,831 5,344,251 Cost of plant sales 1,059,520 - Maintenance 2,481,095 2,443,629 Retail license royalties 1,687,010 1,537,879 Insurance 996,563 944,366 Materials 3,102,533 2,836,240 Other 2,672,718 2,563,199 $ 38,977,570 $ 35,368,461 General and administrative expenses consist of: Employee costs $ 8,400,729 $ 8,061,686 Insurance 751,541 734,003 Professional fees 1,250,634 1,375,965 Directors’ fees and expenses 845,891 804,110 Depreciation 158,404 164,025 NSC project expenses 2,884,213 3,011,710 Amortization of Intangibles 1,340,000 1,363,849 Other 3,078,007 3,167,051 $ 18,709,419 $ 18,682,399 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The significant weighted average assumptions for the years ended December 31, 2018 and 2017 were as follows: 2018 2017 Risk free interest rate 2.05 % 1.09 % Expected option life (years) 1.2 1.0 Expected volatility 25.10 % 37.21 % Expected dividend yield 2.62 % 2.41 % |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock option activity for the year ended December 31, 2018 is as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (1) Outstanding at beginning of period 12,085 $ 12.38 Granted 10,159 10.58 Exercised (1,335 ) 9.72 Forfeited/expired (10,079 ) 10.58 Outstanding as of December 31, 2018 10,830 $ 12.69 2.05 years $ - Exercisable as of December 31, 2018 - $ 0.00 - years $ - (1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $ 11.66 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2018 and 2017: 2018 2017 Options granted with an exercise price below market price on the date of grant: Employees preferred stock $ 3.27 $ 4.11 Overall weighted average 3.27 4.11 Options granted with an exercise price at market price on the date of grant: Management employees $ - $ - Employees common stock 3.19 3.23 Overall weighted average 3.19 3.23 Options granted with an exercise price above market price on the date of grant: Management employees $ - $ - Employees preferred stock - - Overall weighted average - - Total intrinsic value of options exercised $ 4,379 $ 8,942 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [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 December 31, 2018 and 2017: December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Recurring Net asset arising from put/call options $ - $ - $ 24,000 $ 24,000 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 year ended December 31, 2018: Net asset arising from put/call options Balance as of December 31, 2017 (1) $ 280,000 Unrealized loss 256,000 Balance as of December 31, 2018 (1) $ 24,000 (1) The net asset arising from the put/call options is included in other assets in the accompanying consolidated balance sheets as of December 31, 2018 and 2017. |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under these non-cancellable operating leases as of December 31, 2018 are as follows: 2019 $ 474,831 2020 335,471 2021 83,886 $ 894,188 |
Supplemental disclosure of ca_2
Supplemental disclosure of cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Year Ended December 31, 2018 2017 Interest paid in cash $ 12,534 $ 5,978 Non-cash transactions: Transfers from inventory to property, plant and equipment and construction in progress $ 400,004 $ 291,275 Transfers from construction in progress to property, plant and equipment $ 14,398,624 $ 3,183,122 Transfers from other assets to construction in progress $ 2,137,341 $ - Transfer from other assets to land and rights of way held for development $ - $ 947,251 Issuance of 58,228 and 34,991, respectively, shares of common stock for services rendered $ 674,658 $ 402,927 Issuance of 7,409 and 9,441, respectively, shares of redeemable preferred stock for services rendered $ 96,317 $ 118,485 Conversion (on a one-to-one basis) of 5,809 and 12,214, respectively, shares of redeemable preferred stock to common stock $ 3,485 $ 7,328 Dividends declared but not paid $ 1,276,505 $ 1,270,950 |
Accounting policies (Details)
Accounting policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Plant and equipment | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Plant and equipment | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Distribution system [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Distribution system [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of 5 years or lease term |
Lab equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Lab equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Accounting policies (Details 1)
Accounting policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
Retail [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 100.00% |
Retail [Member] | Discounted cash flow [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 80.00% |
Retail [Member] | Guideline public company [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Retail [Member] | Mergers and acquisitions [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Bulk [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 100.00% |
Bulk [Member] | Discounted cash flow [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 80.00% |
Bulk [Member] | Guideline public company [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Bulk [Member] | Mergers and acquisitions [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Manufacturing Units [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 100.00% |
Manufacturing Units [Member] | Discounted cash flow [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 80.00% |
Manufacturing Units [Member] | Guideline public company [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Manufacturing Units [Member] | Mergers and acquisitions [Member] | |
Estimated Fair Value Percentage Segment Reporting Information | 10.00% |
Accounting policies (Details 2)
Accounting policies (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Revenues | $ 65,719,857 | $ 59,367,022 |
Retail revenues [Member] | ||
Total Revenues | 25,621,048 | 23,225,066 |
Bulk revenues [Member] | ||
Total Revenues | 31,031,287 | 28,682,113 |
Services revenues [Member] | ||
Total Revenues | 1,811,372 | 469,347 |
Manufacturing revenues [Member] | ||
Total Revenues | $ 7,256,150 | $ 6,990,496 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 11, 2016 | |
Accounting Policies [Line Items] | |||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 8,089 | $ 73,635 | |||
Cash, Uninsured Amount | 2,700,000 | ||||
Impairment of goodwill | 0 | 1,400,000 | |||
Accumulated Amortization of Other Deferred Costs | $ 2,000,000 | $ 2,200,000 | 2,000,000 | ||
Equity Method Investment, Additional Information | The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50​​​​​​​% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. | ||||
Criteria For Recognizing Investment At Cost | Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost​​​​​​​. | ||||
Cash Equivalents, at Carrying Value | 16,388,030 | $ 9,419,179 | 16,388,030 | ||
Cash And Restricted Cash Equivalents Held In Foreign Bank | 28,900,000 | ||||
Goodwill | 8,003,568 | 8,003,568 | 8,003,568 | ||
Amortization of Other Deferred Charges | 179,353 | 179,353 | |||
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 380,680 | 380,680 | 380,680 | ||
Cw Belize [Member] | |||||
Accounting Policies [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 381,000 | $ 381,000 | 381,000 | ||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Percentage Of Bad Debts | 1.00% | ||||
Aerex Industries Inc [Member] | |||||
Accounting Policies [Line Items] | |||||
Impairment of goodwill | 1,400,000 | $ 1,750,000 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | |||
Goodwill | 4,885,211 | $ 6,285,211 | 4,885,211 | $ 8,035,211 | |
Certificates of Deposit [Member] | |||||
Accounting Policies [Line Items] | |||||
Cash Equivalents, at Carrying Value | 15,900,000 | $ 8,400,000 | $ 15,900,000 | ||
BAHAMAS | |||||
Accounting Policies [Line Items] | |||||
Deposits held in foreign bank | $ 4,300,000 | ||||
Retail [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 79.00% | 121.00% | |||
Goodwill | 1,170,511 | $ 1,170,511 | $ 1,170,511 | ||
Bulk [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 62.00% | 59.00% | |||
Goodwill | 1,947,846 | $ 1,947,846 | $ 1,947,846 | ||
Capitalized Engineering Labor and Materials Cost [Member] | |||||
Accounting Policies [Line Items] | |||||
Other Assets | 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||
Manufacturing Units [Member] | |||||
Accounting Policies [Line Items] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 53.00% | 12.00% | |||
Goodwill | $ 4,885,211 | $ 4,885,211 | $ 4,885,211 |
Discontinued operations - CW-_3
Discontinued operations - CW-Belize (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | $ 1,959,494 | $ 2,229,174 |
Property, plant and equipment, net | 725,930 | 841,293 |
Inventory, non-current | 356,854 | 296,012 |
Goodwill | 380,680 | 380,680 |
Intangible assets | 467,575 | 533,767 |
Other assets | 14,023 | 15,123 |
Total assets of discontinued operations | 3,904,556 | 4,296,049 |
Total liabilities of discontinued operations | $ 646,452 | $ 1,097,821 |
Discontinued operations - CW-_4
Discontinued operations - CW-Belize (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 3,127,767 | $ 2,939,643 |
Income from operations | 1,154,897 | 1,045,359 |
Net Income | 1,115,825 | 1,041,234 |
Depreciation | $ 115,363 | $ 116,081 |
Discontinued operations - CW-_5
Discontinued operations - CW-Belize (Details Textual) - CW Belize Member [Member] - USD ($) | Feb. 14, 2019 | Jan. 07, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Proceeds From Repatriated Funds | $ 1,000,000 | $ 2,750,000 | $ 458,000 | $ 400,000 | ||
Subsequent Event [Member] | ||||||
Proceeds From Repatriated Funds | $ 1,100,000 | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 7,000,000 | |||||
Proceeds from Divestiture of Businesses | 6,735,000 | |||||
Contingent Consideration For Other Obligations | $ 265,000 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | $ 21,918,298 | $ 29,094,936 | |
Short term deposits | 9,419,179 | 16,388,030 | |
Total cash and cash equivalents | 31,337,477 | 45,482,966 | $ 37,554,116 |
United States dollar [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 11,797,054 | 6,764,201 | |
Short term deposits | 8,379,723 | 10,559,407 | |
Cayman Islands dollar [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 5,626,487 | 4,306,768 | |
Short term deposits | 0 | 4,802,060 | |
Bahamian dollar [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 3,301,002 | 13,310,936 | |
Short term deposits | 1,039,456 | 1,026,563 | |
Belize dollar [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 1,130,783 | 4,646,184 | |
Bermudian dollar [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 3,370 | 3,502 | |
Mexican peso [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | 37,313 | 17,014 | |
Indonesian rupiah [Member] | |||
Cash and Cash Equivalents [Line Items] | |||
Bank accounts | $ 22,289 | $ 46,331 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Trade accounts receivable | $ 22,331,720 | $ 13,341,438 | |
Receivable from OC-BVI | 46,600 | 123,807 | |
Other accounts receivable | 2,008,677 | 1,380,735 | |
Accounts Receivable, Gross, Current | 24,386,997 | 14,845,980 | |
Allowance for doubtful accounts | (158,902) | (158,902) | $ (193,338) |
Accounts receivable, net | $ 24,228,095 | $ 14,687,078 |
Accounts receivable, net (Det_2
Accounts receivable, net (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Opening allowance for doubtful accounts | $ 158,902 | $ 193,338 |
Provision for doubtful accounts | 0 | 0 |
Accounts written off during the year | 0 | (34,436) |
Ending allowance for doubtful accounts | $ 158,902 | $ 158,902 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Total inventory | $ 6,777,919 | $ 6,046,514 |
Less current portion | 2,232,721 | 1,583,553 |
Inventory (non-current) | 4,545,198 | 4,462,961 |
Water stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | 36,837 | 28,332 |
Consumables stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | 106,925 | 103,442 |
Spare parts stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | $ 6,634,157 | $ 5,914,740 |
Loans receivable (Details)
Loans receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 734,980 | $ 2,135,428 |
Less current portion | 734,980 | 1,400,448 |
Loans receivable, excluding current portion | 0 | 734,980 |
Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to June 2019, and secured by the machinery and equipment of the North Side Water Works plant [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total loans receivable | $ 734,980 | $ 2,135,428 |
Loans receivable (Details Textu
Loans receivable (Details Textual) - Two loans originally aggregating $10,996,290, bearing interest at 6.5% per annum, receivable in aggregate monthly installments of $124,827 to June 2019, and secured by the machinery and equipment of the North Side Water Works plant [Member] | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Loans Receivable Face Amount | $ 10,996,290 |
Loans Receivable Interest Rate Stated Percentage | 6.50% |
Loans Receivable Monthly Installment | $ 124,827 |
Loans Receivable Maturity Date | Jun. 30, 2019 |
Property, plant and equipment_3
Property, plant and equipment and construction in progress (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 126,438,769 | $ 121,378,973 |
Less accumulated depreciation | 67,557,951 | 71,695,202 |
Property, plant and equipment, net | 58,880,818 | 49,683,771 |
Construction in progress | 6,015,043 | 1,823,284 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,435,361 | 3,435,361 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 19,829,575 | 19,916,098 |
Plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 61,777,836 | 58,873,604 |
Distribution system [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 36,057,078 | 33,901,161 |
Office furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,635,184 | 3,413,702 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,431,719 | 1,444,182 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 244,221 | 237,027 |
Lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 27,795 | $ 157,838 |
Property, plant and equipment_4
Property, plant and equipment and construction in progress (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Capital Commitments | $ 443,503 | |
Construction In Progress Placed In Service | 14,398,624 | $ 3,183,122 |
Depreciation | $ 5,514,881 | $ 5,746,865 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Current assets | $ 2,286,179 | $ 2,835,614 |
Non-current assets | 3,859,310 | 3,945,071 |
Total assets | 6,145,489 | 6,780,685 |
Current liabilities | 132,005 | 218,753 |
Non-current liabilities | 1,048,950 | 1,158,300 |
Total liabilities | $ 1,180,955 | $ 1,377,053 |
Investment in OC-BVI (Details 1
Investment in OC-BVI (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income attributable to non-controlling interests | ||
Long-lived asset impairment and disposition losses | $ (20,211) | $ (1,656,362) |
Ocean Conversion (BVI) Ltd [Member] | ||
Income attributable to non-controlling interests | ||
Revenues | 2,845,211 | 2,874,936 |
Cost of revenues | 1,348,046 | 1,759,285 |
Gross profit | 1,497,165 | 1,115,651 |
General and administrative expenses | 707,034 | 1,163,547 |
Long-lived asset impairment and disposition losses | 0 | 188,164 |
Income (loss) from operations | 790,131 | (236,060) |
Other income, net | 3,393,271 | 587,859 |
Net income | 4,183,402 | 351,799 |
Income attributable to non-controlling interests | 52,275 | 58,202 |
Net income attributable to controlling interests | $ 4,131,127 | $ 293,597 |
Investment in OC-BVI (Details 2
Investment in OC-BVI (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Balance | $ 2,783,882 | |
Profit sharing and equity from earnings of OC-BVI | 2,452,355 | $ 174,377 |
Distributions received from OC-BVI | (2,651,250) | (1,477,125) |
Balance | $ 2,584,987 | $ 2,783,882 |
Investment in OC-BVI (Details T
Investment in OC-BVI (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 108 Months Ended | |
Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2003 | |
Schedule of Investments [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 43.53% | |||
Equity Method Investments Voting Shares Percentage | 50.00% | |||
Equity Method Investment, Interest In Profit Percentage | 45.00% | |||
Equity Method Investments | $ 2,584,987 | $ 2,783,882 | ||
Income (Loss) from Equity Method Investments | 1,798,280 | 127,802 | ||
Profit Loss From Subsidiaries | 654,075 | 46,575 | ||
Sales Revenue, Services, Net | 1,811,372 | 469,347 | ||
Due from Related Parties | 46,746 | 123,807 | ||
Deferred Revenue, Current | 0 | 181,328 | ||
Litigation Settlement, Amount Awarded from Other Party | $ 4,432,834 | 4,271,409 | ||
1990 Agreement [Member] | ||||
Schedule of Investments [Line Items] | ||||
Cost to Expand Production Capacity of Plant | $ 4,700,000 | |||
Baughers Bay [Member] | ||||
Schedule of Investments [Line Items] | ||||
Purchase Price Agreed for Plant Under Agreement | 1,420,000 | |||
Ocean Conversion (BVI) Ltd [Member] | ||||
Schedule of Investments [Line Items] | ||||
Income (Loss) from Equity Method Investments | 1,798,280 | $ 127,802 | ||
Ocean Conversion (BVI) Ltd [Member] | 1990 Agreement [Member] | ||||
Schedule of Investments [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 4,700,000 |
NSC and AdR Project Developme_2
NSC and AdR Project Development (Details Textual) $ / shares in Units, gal in Millions | Oct. 13, 2016MXN ($) | Feb. 28, 2018 | Aug. 22, 2016gal | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($)$ / shares | Nov. 30, 2012USD ($)m² | Feb. 29, 2012USD ($) | May 31, 2010gal | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015gal | Dec. 31, 2014USD ($)ha | Feb. 26, 2019MXN ($) | Sep. 30, 2018 | Mar. 31, 2018 | Oct. 31, 2015 |
Schedule of Investments [Line Items] | |||||||||||||||||
General and administrative expenses | $ 18,709,419 | $ 18,682,399 | |||||||||||||||
Assets, Total | 172,515,598 | 165,480,895 | |||||||||||||||
Liabilities, Total | 8,759,695 | 9,459,518 | |||||||||||||||
Payments to Acquire Land | $ 2,655,349 | 0 | |||||||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | ||||||||||||||||
Share Price | $ / shares | $ 1 | ||||||||||||||||
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 | ||||||||||||||||
NSC 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 | $ 2,884,000 | 3,012,000 | |||||||||||||||
Lease Term | 20 years | ||||||||||||||||
Assets, Total | 26,200,000 | 23,100,000 | |||||||||||||||
Liabilities, Total | 243,000 | $ 173,000 | |||||||||||||||
Operating Leases, Rent Expense per month | $ 15,000 | ||||||||||||||||
Total Voting Interest Percentage After Conversion Of Loan | 99.99% | ||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | ||||||||||||||||
Area of Land | 5,000 | 20.1 | |||||||||||||||
Counter Guaranty Fixed Amount | $ 300,000 | ||||||||||||||||
Finite-Lived Contractual Rights, Gross | 3,000,000 | ||||||||||||||||
Real Estate Held-for-sale | $ 21,100,000 | ||||||||||||||||
NSC Agua [Member] | Aguas de Rosarito S.A.P.I. de C.V [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 99.60% | 99.60% | |||||||||||||||
NSC Agua [Member] | First Phase [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | 50 | 50 | ||||||||||||||
NSC Agua [Member] | Second Phase [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | 50 | 50 | ||||||||||||||
NSC 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% | ||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | ||||||||||||||||
Option Agreement Expiration Date | Feb. 7, 2014 | ||||||||||||||||
NSA [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Payments to Acquire Land | $ 20,600,000 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Schedule of Investments [Line Items] | |||||||||||||||||
Security Deposit Liability | $ 1,000,000 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Cost | ||
Finite-Lived Intangible Assets, Gross | $ 5,900,000 | $ 5,900,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (4,008,333) | (2,668,333) |
Intangible assets, net | 1,891,667 | 3,231,667 |
Non-compete agreement | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 400,000 | 400,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (233,333) | (153,333) |
Trade name | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 1,400,000 | 1,400,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (272,222) | (178,889) |
Certifications/programs | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 2,000,000 | 2,000,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (1,944,444) | (1,277,778) |
Customer backlog | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 100,000 | 100,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (100,000) | (100,000) |
Customer relationships | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 2,000,000 | 2,000,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1,458,334) | $ (958,333) |
Intangible assets (Details 1)
Intangible assets (Details 1) | Dec. 31, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2019 | $ 728,889 |
2020 | 215,000 |
2021 | 100,000 |
2022 | 93,333 |
2023 | 93,333 |
Thereafter | 661,112 |
Finite Lived Intangible Assets Net | $ 1,891,667 |
Intangible assets (Details Text
Intangible assets (Details Textual) - USD ($) | Feb. 11, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 1,340,000 | $ 1,363,850 | |
Aerex Industries Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 5,900,000 | ||
Aerex Industries Inc [Member] | Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Aerex Industries Inc [Member] | Certification Marks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | ||
Aerex Industries Inc [Member] | Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||
Aerex Industries Inc [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||
Trade Names [Member] | Aerex Industries Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Note payable (Details)
Note payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total note payable | $ 0 | $ 686,000 |
Note payable to related party | 0 | 686,000 |
Note payable, excluding current portion | 0 | 0 |
Working Capital Loan 1 [Member] | ||
Debt Instrument [Line Items] | ||
Total note payable | $ 0 | $ 686,000 |
Note payable (Details Textual)
Note payable (Details Textual) - Working capital loan 2 [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Debt Instrument [Line Items] | |
Debt Instrument, Maturity Date | Mar. 31, 2018 |
Debt Instrument, Basis Spread on Variable Rate | 1.04% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Foreign (not subject to income taxes) | $ 15,100,642 | $ 10,041,971 |
Mexico | (3,115,656) | (3,188,134) |
United States | (153,003) | (2,010,241) |
Income before income taxes | 11,831,983 | 4,843,596 |
Less discontinued operations | (1,115,825) | (1,041,234) |
Income before income taxes | $ 10,716,158 | $ 3,802,362 |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense | $ 207,728 | $ 1,371 |
Deferred tax benefit | (365,019) | (890,348) |
Income Tax Expense (Benefit) | $ (157,291) | $ (888,977) |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. statutory federal rate | 21.00% | 34.00% |
State taxes, net of federal effect | 4.22% | 2.00% |
Foreign tax rate differential | (38.26%) | (82.91%) |
R&D tax credit | (2.27%) | (2.49%) |
Permanent items | 1.26% | 13.39% |
Tax Act adjustment | 0.00% | (11.25%) |
Valuation allowance for deferred tax assets | 12.72% | 28.90% |
Effective Income Tax Rate Reconciliation, Percent | (1.33%) | (18.36%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Operating loss carryforwards - Mexico | $ 3,020,049 | $ 4,923,026 |
Land basis difference - Mexico | 999,719 | 702,547 |
Start-up costs - Mexico | 3,856,942 | 747,215 |
Valuation allowances | (7,876,710) | (6,372,788) |
Deferred Tax Assets, Net of Valuation Allowance | 0 | 0 |
Deferred tax liabilities: | ||
Property and equipment - U.S. | 180,431 | 205,827 |
Intangible assets - U.S. | 479,443 | 819,066 |
Deferred Tax Liabilities, Gross | 659,874 | 1,024,893 |
Net deferred tax liability | $ 659,874 | $ 1,024,893 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 545,000 | |
Operating Loss Carryforwards | $ 10,100,000 | |
Operating Loss Carryforwards Expiration | begin to expire in 202​​​​​​​0 | |
Deferred Tax Assets, Valuation Allowance | $ 7,876,710 | $ 6,372,788 |
Maximum [Member] | ||
Deferred Tax Assets, Valuation Allowance | 7,900,000 | |
Minimum [Member] | ||
Deferred Tax Assets, Valuation Allowance | $ 6,400,000 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Line Items] | ||
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | $ 10,177,662 | $ 5,102,828 |
Less: preferred stock dividends | (12,356) | (11,418) |
Net income from continuing operations available to common shares in the determination of basic earnings per common share | 10,165,306 | 5,091,410 |
Net income from discontinued operations | 1,115,825 | 1,041,234 |
Net income available to common shares in the determination of basic earnings per common share | $ 11,281,131 | $ 6,132,644 |
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders (in shares) | 14,962,760 | 14,896,944 |
Weighted average number of preferred shares outstanding during the period (in shares) | 35,125 | 35,765 |
Potential dilutive effect of unexercised options and unvested stock grants | 76,262 | 73,972 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders (in shares) | 15,074,147 | 15,006,681 |
Dividends (Details)
Dividends (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividends Payable [Line Items] | ||||||||||
Dividends Per Share Declared | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.34 | $ 0.31 |
Segment information (Details)
Segment information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 65,719,857 | $ 59,367,022 |
Cost of revenues | 38,977,570 | 35,368,461 |
Gross profit | 26,742,287 | 23,998,561 |
General and administrative expenses | 18,709,419 | 18,682,399 |
Loss on asset dispositions and impairments, net | 56,774 | 3,040,158 |
Income (loss) from operations | 7,976,094 | 2,276,004 |
Other income, net | 2,740,064 | 1,526,358 |
Income before income taxes | 10,716,158 | 3,802,362 |
Benefit from income taxes | (157,291) | (888,977) |
Net income from continuing operations | 10,873,449 | 4,691,339 |
Income from continuing operations attributable to non-controlling interests | 695,787 | (411,489) |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 10,177,662 | 5,102,828 |
Net income from discontinued operations | 1,115,825 | 1,041,234 |
Net income attributable to Consolidated Water Co. Ltd. stockholders | 11,293,487 | 6,144,062 |
Accounts receivable, net | 24,228,095 | 14,687,078 |
Property, plant and equipment, net | 58,880,818 | 49,683,771 |
Construction in progress | 6,015,043 | 1,823,284 |
Intangibles, net | 1,891,667 | 3,231,667 |
Goodwill | 8,003,568 | 8,003,568 |
Land and rights of way held for development | 24,161,024 | 21,505,675 |
Assets of discontinued operations | 3,904,556 | 4,296,049 |
Assets | 172,515,598 | 165,480,895 |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 25,621,048 | 23,225,066 |
Cost of revenues | 11,011,456 | 10,372,199 |
Gross profit | 14,609,592 | 12,852,867 |
General and administrative expenses | 12,029,646 | 11,884,659 |
Loss on asset dispositions and impairments, net | 12,263 | 1,640,158 |
Income (loss) from operations | 2,567,683 | (671,950) |
Accounts receivable, net | 2,947,193 | 2,406,595 |
Property, plant and equipment, net | 24,435,501 | 23,172,382 |
Construction in progress | 5,437,093 | 321,368 |
Intangibles, net | 0 | 0 |
Goodwill | 1,170,511 | 1,170,511 |
Land and rights of way held for development | 0 | 0 |
Assets | 61,210,879 | 52,095,524 |
Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 31,031,287 | 28,682,113 |
Cost of revenues | 21,551,383 | 19,562,503 |
Gross profit | 9,479,904 | 9,119,610 |
General and administrative expenses | 1,301,042 | 1,108,158 |
Loss on asset dispositions and impairments, net | 0 | 0 |
Income (loss) from operations | 8,178,862 | 8,011,452 |
Accounts receivable, net | 18,480,589 | 9,816,852 |
Property, plant and equipment, net | 32,820,908 | 24,579,526 |
Construction in progress | 574,659 | 1,498,625 |
Intangibles, net | 0 | 0 |
Goodwill | 1,947,846 | 1,947,846 |
Land and rights of way held for development | 0 | 0 |
Assets | 67,739,059 | 71,489,274 |
Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,811,372 | 469,347 |
Cost of revenues | 1,503,034 | 469,797 |
Gross profit | 308,338 | (450) |
General and administrative expenses | 2,889,703 | 3,043,078 |
Loss on asset dispositions and impairments, net | 41,180 | 0 |
Income (loss) from operations | (2,622,545) | (3,043,528) |
Accounts receivable, net | 1,812,838 | 1,155,318 |
Property, plant and equipment, net | 14,772 | 84,339 |
Construction in progress | 3,291 | 3,291 |
Intangibles, net | 0 | 0 |
Goodwill | 0 | 0 |
Land and rights of way held for development | 24,161,024 | 21,505,675 |
Assets | 27,406,983 | 24,488,173 |
Manufacturing Units [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,256,150 | 6,990,496 |
Cost of revenues | 4,911,697 | 4,963,962 |
Gross profit | 2,344,453 | 2,026,534 |
General and administrative expenses | 2,489,028 | 2,646,504 |
Loss on asset dispositions and impairments, net | 3,331 | 1,400,000 |
Income (loss) from operations | (147,906) | (2,019,970) |
Accounts receivable, net | 987,475 | 1,308,313 |
Property, plant and equipment, net | 1,609,637 | 1,847,524 |
Construction in progress | 0 | 0 |
Intangibles, net | 1,891,667 | 3,231,667 |
Goodwill | 4,885,211 | 4,885,211 |
Land and rights of way held for development | 0 | 0 |
Assets | 12,254,121 | 13,111,875 |
Continuing Operations [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 168,611,042 | $ 161,184,846 |
Segment information (Details 1)
Segment information (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 65,719,857 | $ 59,367,022 |
Cayman Islands [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,623,925 | 30,218,830 |
Bahamas [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 23,241,361 | 21,528,494 |
Indonesia [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 153,233 | 159,856 |
Management Services Agreement With OC-BVI [Membre] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 445,188 | 469,346 |
Water and Sewerage Corporation of the Bahamas [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 22,956,878 | $ 21,307,993 |
Percentage of total revenues | 35.00% | 36.00% |
Water Authority - Cayman [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 7,789,926 | $ 7,153,620 |
Percentage of total revenues | 12.00% | 12.00% |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 7,256,150 | $ 6,990,496 |
Segment information (Details 2)
Segment information (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 58,880,818 | $ 49,683,771 |
Cayman Island [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 24,340,063 | 23,182,334 |
Bahamas [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 32,738,531 | 24,511,285 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 1,609,637 | 1,847,524 |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 192,587 | $ 142,628 |
Segment information (Details Te
Segment information (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 2,019,462 | $ 2,008,992 |
Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 3,387,592 | 3,632,171 |
Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 28,386 | 44,934 |
Manufacturing Units [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 1,598,794 | $ 1,603,971 |
Cost of revenues and general _3
Cost of revenues and general and administrative expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | $ 38,977,570 | $ 35,368,461 |
Electricity [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 11,087,214 | 9,722,210 |
Depreciation [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 5,328,091 | 5,553,423 |
Fuel oil [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 5,434,995 | 4,423,264 |
Employee costs [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 5,127,831 | 5,344,251 |
Cost of plant sales [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 1,059,520 | 0 |
Maintenance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 2,481,095 | 2,443,629 |
Retail license royalties [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 1,687,010 | 1,537,879 |
Insurance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 996,563 | 944,366 |
Materials [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | 3,102,533 | 2,836,240 |
Other [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of Revenue | $ 2,672,718 | $ 2,563,199 |
Cost of revenues and general _4
Cost of revenues and general and administrative expenses (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | $ 18,709,419 | $ 18,682,399 |
Employee costs [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 8,400,729 | 8,061,686 |
Insurance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 751,541 | 734,003 |
Professional fees [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 1,250,634 | 1,375,965 |
Directors' fees and expenses [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 845,891 | 804,110 |
Depreciation [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 158,404 | 164,025 |
NSC project expenses [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 2,884,213 | 3,011,710 |
Amortization of intangibles [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 1,340,000 | 1,363,849 |
Other [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | $ 3,078,007 | $ 3,167,051 |
Stock-based compensation (Detai
Stock-based compensation (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.05% | 1.09% |
Expected option life (years) | 1 year 2 months 12 days | 1 year |
Expected volatility | 25.10% | 37.21% |
Expected dividend yield | 2.62% | 2.41% |
Stock-based compensation (Det_2
Stock-based compensation (Details 1) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2018USD ($)$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at the beginning of period -Options | shares | 12,085 | |
Granted - Options | shares | 10,159 | |
Exercised - Options | shares | (1,335) | |
Forfeited/expired - Options | shares | (10,079) | |
Outstanding at the ending of period -Options | shares | 10,830 | |
Exercisable-Options | shares | 0 | |
Outstanding-Weighted Average Exercise Price at the beginning of period - Options | $ / shares | $ 12.38 | |
Granted-Weighted Average Exercise Price | $ / shares | 10.58 | |
Exercised-Weighted Average Exercise Price | $ / shares | 9.72 | |
Forfeited/expired-Weighted Average Exercise Price | $ / shares | 10.58 | |
Outstanding-Weighted Average Exercise Price at the ending of period - Options | $ / shares | 12.69 | |
Exercisable-Weighted Average Exercise Price | $ / shares | $ 0 | |
Outstanding-Weighted Average Remaining Contractual Life (Years) | 2 years 18 days | |
Exercisable-Weighted Average Remaining Contractual Life (Years) | 0 years | |
Outstanding-Aggregate Intrinsic Value | $ | $ 0 | [1] |
Exercisable-Aggregate Intrinsic Value | $ | $ 0 | [1] |
[1] | The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $11.66 on the Nasdaq Global Select Market on December 31, 2018, exceeds the exercise price of the option. |
Stock-based compensation (Det_3
Stock-based compensation (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 4,379 | $ 8,942 |
Below Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.27 | $ 4.11 |
Below Market Price [Member] | Employees [Member] | Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 3.27 | 4.11 |
At Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 3.19 | 3.23 |
At Market Price [Member] | Management Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
At Market Price [Member] | Employees [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 3.19 | 3.23 |
Above Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
Above Market Price [Member] | Management Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
Above Market Price [Member] | Employees [Member] | Preferred Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Stock-based compensation (Det_4
Stock-based compensation (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 14, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense, Net of Tax | $ 137,191 | $ 152,166 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 10,830 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 12.69 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Non Vested Outstanding Weighted Average Remaining Contractual Term | 2 years 18 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 18 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 17,044 | ||||
Share-based Compensation | $ 850,138 | $ 803,577 | |||
Closing Price of Common Shares | $ 11.66 | ||||
Non Executive Directors Share Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 18,242 | 17,158 | |||
Share-based Compensation | $ 236,691 | $ 210,151 | |||
Non-Performance-Based Grants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 26,864 | 26,958 | |||
Allocated Share-based Compensation Expense | $ 317,991 | $ 302,121 | |||
Performance-Based Grants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 12,930 | 13,028 | |||
Allocated Share-based Compensation Expense | $ 158,263 | $ 139,139 | $ 0 | ||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,159 | ||||
Employee Stock Option [Member] | Common Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,750 | 3,390 | |||
Equity Incentive Plan2008 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | ||||
Redeemable Preferred Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 1 month 20 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 159,332 | ||||
Stock Issued During Period, Shares, Issued for Services | 7,409 | 9,441 |
Retirement benefits (Details Te
Retirement benefits (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension Expense | $ 408,128 | $ 384,624 |
CAYMAN ISLANDS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5.00% | |
BAHAMAS | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5.00% | |
FLORIDA | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 6.00% |
Financial instruments (Details)
Financial instruments (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | |
Recurring | |||
Net asset arising from put/call options | [1] | $ 24,000 | $ 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 | $ 24,000 | $ 280,000 | |
[1] | The net asset arising from the put/call options is included in other assets in the accompanying consolidated balance sheets as of December 31, 2018 and 2017. |
Financial instruments (Details
Financial instruments (Details 1) | 12 Months Ended | |
Dec. 31, 2018USD ($) | ||
Net asset arising from put/call options | ||
Beginning | $ 280,000 | [1] |
Unrealized loss | 256,000 | |
Ending | $ 24,000 | [1] |
[1] | The net asset arising from the put/call options is included in other assets in the accompanying consolidated balance sheets as of December 31, 2018 and 2017. |
CW-Bali (Details Textual)
CW-Bali (Details Textual) Rp in Billions | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017IDR (Rp) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Impairment of Long-Lived Assets Held-for-use | $ 20,211 | $ 1,656,362 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 1,115,825 | 1,041,234 | |
Compensatory Damages [Member] | |||
Loss Contingency, Damages Sought, Value | Rp | Rp 57.1 | ||
Punitive Damages [Member] | |||
Loss Contingency, Damages Sought, Value | Rp | Rp 26 | ||
Consolidated Water Bali [Member] | |||
Impairment of Long-Lived Assets Held-for-use | (1,700,000) | ||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (218,000) | $ (1,900,000) |
Commitments and contingencies_2
Commitments and contingencies (Details) | Dec. 31, 2018USD ($) |
Future Minimum Lease Payments Under Non-Cancelable Operating Leases [Line Items] | |
2019 | $ 474,831 |
2020 | 335,471 |
2021 | 83,886 |
Operating Leases, Future Minimum Payments Due | $ 894,188 |
Commitments and contingencies_3
Commitments and contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies [Line Items] | ||||
Operating Leases, Rent Expense, Net | $ 870,833 | $ 844,561 | $ 834,738 | |
Employment Agreement Base Annual Salaries | $ 2,000,000 | |||
Cayman Water Retail Operations, Percentage Of Gross Profit | 54.00% | 54.00% | ||
Cayman Water Retail Operations, Percentage Of Revenue | 39.00% | 39.00% | ||
Noncancellable Lease Term Expiration Date | 2021 | |||
Long-term Purchase Commitment, Amount | $ 4,300,000 | |||
Revenues | 65,719,857 | $ 59,367,022 | ||
WSC [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Accounts Receivable, Net | $ 17,600,000 | $ 9,100,000 | ||
North Sound Water Works Plant [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expiry Date of Supply Agreement | 2019-02 | |||
Red Gate Water Works Plant [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expiry Date of Supply Agreement | 2019-02 | |||
North Side Water Works Plant [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expiry Date of Supply Agreement | 2019-06 | |||
Revenues | $ 2,700,000 | |||
North Sound And Red Gate Plant [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Revenues | 5,100,000 | |||
Energy Pass Through Charges [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Revenues | $ 3,200,000 | |||
Subsequent Event [Member] | North Side Water Works Plant [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Expiration Period Of Maintenance of Plant | 7 years |
Supplemental disclosure of ca_3
Supplemental disclosure of cash flow information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Disclosure Of Cash Flow Information [Line Items] | ||
Interest paid in cash | $ 12,534 | $ 5,978 |
Non-cash transactions: | ||
Transfers from inventory to property, plant and equipment and construction in progress | 400,004 | 291,275 |
Transfers from construction in progress to property, plant and equipment | 14,398,624 | 3,183,122 |
Transfers from other assets to construction in progress | 2,137,341 | 0 |
Transfer from other assets to land and rights of way held for development | 0 | 947,251 |
Issuance of 58,228 and 34,991, respectively, shares of common stock for services rendered | 674,658 | 402,927 |
Issuance of 7,409 and 9,441, respectively, shares of redeemable preferred stock for services rendered | 96,317 | 118,485 |
Conversion (on a one-to-one basis) of 5,809 and 12,214, respectively, shares of redeemable preferred stock to common stock | 3,485 | 7,328 |
Dividends declared but not paid | $ 1,276,505 | $ 1,270,950 |
Supplemental disclosure of ca_4
Supplemental disclosure of cash flow information (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Redeemable Preferred Stock [Member] | ||
Supplemental Disclosure Of Cash Flow Information [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 7,409 | 9,441 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 5,809 | 12,214 |
Common Stock [Member] | ||
Supplemental Disclosure Of Cash Flow Information [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 58,228 | 34,991 |
Impact of recent accounting s_2
Impact of recent accounting standards (Details Textual) | 12 Months Ended |
Dec. 31, 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 reclassification of approximately $1.5 million in cash inflows related to the distribution of earnings from OC-BVI from investing activities to operating activities |