Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Consolidated Water Co. Ltd. | |
Entity Central Index Key | 0000928340 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Trading Symbol | CWCO | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A common stock | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,027,574 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 41,878,723 | $ 31,337,477 |
Restricted cash | 1,505,679 | 0 |
Accounts receivable, net | 20,190,787 | 24,228,095 |
Inventory | 3,764,169 | 2,232,721 |
Prepaid expenses and other current assets | 675,931 | 1,035,796 |
Current portion of loans receivable | 0 | 734,980 |
Costs and estimated earnings in excess of billings | 3,451,517 | 835,669 |
Current assets of discontinued operations | 0 | 1,959,494 |
Total current assets | 71,466,806 | 62,364,232 |
Property, plant and equipment, net | 62,951,715 | 58,880,818 |
Construction in progress | 661,062 | 6,015,043 |
Inventory, non-current | 4,417,302 | 4,545,198 |
Investment in OC-BVI | 2,127,099 | 2,584,987 |
Goodwill | 8,004,597 | 8,004,597 |
Land and rights of way held for development | 24,161,024 | 24,161,024 |
Intangible assets, net | 1,499,444 | 1,891,667 |
Operating lease right-of-use assets | 4,590,492 | 0 |
Other assets | 2,079,668 | 2,123,999 |
Long-term assets of discontinued operations | 0 | 1,944,033 |
Total assets | 181,959,209 | 172,515,598 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 2,779,028 | 4,570,641 |
Accrued compensation | 853,782 | 1,286,468 |
Dividends payable | 1,290,174 | 1,286,493 |
Current maturities of operating leases | 647,782 | 0 |
Billings in excess of costs and estimated earnings | 0 | 109,940 |
Current liabilities of discontinued operations | 0 | 646,452 |
Total current liabilities | 5,570,766 | 7,899,994 |
Deferred tax liability | 540,966 | 659,874 |
Noncurrent operating leases | 4,036,684 | 0 |
Other liabilities | 75,000 | 199,827 |
Total liabilities | 10,223,416 | 8,759,695 |
Commitments and contingencies | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 40,120 and 34,796 shares, respectively | 24,072 | 20,878 |
Additional paid-in capital | 87,534,435 | 87,211,953 |
Retained earnings | 65,400,272 | 59,298,161 |
Cumulative translation adjustment | 0 | (549,555) |
Total Consolidated Water Co. Ltd. stockholders' equity | 161,970,985 | 154,971,181 |
Non-controlling interests | 9,764,808 | 8,784,722 |
Total equity | 171,735,793 | 163,755,903 |
Total liabilities and equity | 181,959,209 | 172,515,598 |
Class A common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 9,012,206 | 8,989,744 |
Class B common stock [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 40,120 | 34,796 |
Redeemable preferred stock, outstanding | 40,120 | 34,796 |
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 | 15,020,344 | 14,982,906 |
Common stock, outstanding | 15,020,344 | 14,982,906 |
Class B common stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.60 | $ 0.60 |
Common stock, authorized | 145,000 | 145,000 |
Common stock, issued | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total revenues | $ 18,305,260 | $ 15,064,066 | $ 35,293,784 | $ 29,618,729 |
Total cost of revenues | 10,752,511 | 8,879,847 | 20,778,732 | 17,265,469 |
Gross profit | 7,552,749 | 6,184,219 | 14,515,052 | 12,353,260 |
General and administrative expenses | 4,994,992 | 4,446,969 | 9,373,026 | 9,108,680 |
Gain (loss) on asset dispositions and impairments, net | 397,301 | (650) | 441,070 | (1,990) |
Income from operations | 2,955,058 | 1,736,600 | 5,583,096 | 3,242,590 |
Other income (expense): | ||||
Interest income | 140,467 | 170,102 | 290,652 | 331,223 |
Interest expense | (1,482) | (2,876) | (1,482) | (4,630) |
Profit-sharing income from OC-BVI | 2,025 | 56,700 | 8,100 | 85,050 |
Equity in the earnings (losses) of OC-BVI | (24,949) | 157,483 | (11,488) | 238,076 |
Net unrealized gain (loss) on put/call options | 0 | 84,000 | (24,000) | (122,000) |
Other | (65,728) | (153,377) | 48,641 | (68,090) |
Other income, net | 50,333 | 312,032 | 310,423 | 459,629 |
Income before income taxes | 3,005,391 | 2,048,632 | 5,893,519 | 3,702,219 |
Provision for (benefit from) income taxes | 64,233 | (48,878) | 113,192 | (126,266) |
Net income from continuing operations | 2,941,158 | 2,097,510 | 5,780,327 | 3,828,485 |
Income from continuing operations attributable to non-controlling interests | 464,896 | 208,692 | 738,804 | 174,199 |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 2,476,262 | 1,888,818 | 5,041,523 | 3,654,286 |
Gain on sale of discontinued operations | 0 | 0 | 3,621,170 | 0 |
Net income from discontinued operations | 0 | 299,375 | 0 | 626,432 |
Total income from discontinued operations | 0 | 299,375 | 3,621,170 | 626,432 |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 2,476,262 | $ 2,188,193 | $ 8,662,693 | $ 4,280,718 |
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||||
Continuing operations | $ 0.16 | $ 0.13 | $ 0.34 | $ 0.25 |
Discontinued operations | 0 | 0.02 | 0.24 | 0.04 |
Basic earnings per share | 0.16 | 0.15 | 0.58 | 0.29 |
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||||
Continuing operations | 0.16 | 0.12 | 0.33 | 0.24 |
Discontinued operations | 0 | 0.02 | 0.24 | 0.04 |
Diluted earnings per share | 0.16 | 0.14 | 0.57 | 0.28 |
Dividends declared per common and redeemable preferred shares | $ 0.085 | $ 0.085 | $ 0.17 | $ 0.17 |
Weighted average number of common shares used in the determination of: | ||||
Basic earnings per share | 15,020,344 | 14,959,309 | 15,020,344 | 14,959,284 |
Diluted earnings per share | 15,130,778 | 15,117,726 | 15,130,071 | 15,116,712 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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, 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 | 58,374 | $ 0 | $ 23,991 | 34,383 | 0 | 0 | 0 |
Issue of share capital (in shares) | 39,986 | ||||||
Conversion of preferred stock | 0 | $ (273) | $ 273 | 0 | 0 | 0 | 0 |
Conversion of preferred stock (in shares) | (454) | 454 | |||||
Net income | 2,058,032 | $ 0 | $ 0 | 0 | 2,092,525 | 0 | (34,493) |
Dividends declared | (1,275,961) | 0 | 0 | 0 | (1,275,961) | 0 | 0 |
Stock-based compensation | 103,521 | 0 | 0 | 103,521 | 0 | 0 | 0 |
Balance at Mar. 31, 2018 | 156,965,343 | $ 19,820 | $ 8,975,585 | 86,543,291 | 53,921,760 | (549,555) | 8,054,442 |
Balance (in shares) at Mar. 31, 2018 | 33,034 | 14,959,309 | |||||
Issue of share capital | 58,375 | $ 4,446 | $ 0 | 53,929 | 0 | 0 | 0 |
Issue of share capital (in shares) | 7,409 | ||||||
Net income | 2,396,885 | $ 0 | 0 | 0 | 2,188,193 | 0 | 208,692 |
Exercise of options | 5,735 | $ 354 | 0 | 5,381 | 0 | 0 | 0 |
Exercise of options (in shares) | 590 | ||||||
Dividends declared | (1,274,350) | $ 0 | 0 | 0 | (1,274,350) | 0 | 0 |
Stock-based compensation | 114,944 | 0 | 0 | 114,944 | 0 | 0 | 0 |
Balance at Jun. 30, 2018 | 158,266,932 | $ 24,620 | $ 8,975,585 | 86,717,545 | 54,835,603 | (549,555) | 8,263,134 |
Balance (in shares) at Jun. 30, 2018 | 41,033 | 14,959,309 | |||||
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 | |||||
Issue of share capital | 78,849 | $ 0 | $ 16,118 | 62,731 | 0 | 0 | 0 |
Issue of share capital (in shares) | 26,864 | ||||||
Buyback of preferred stock | (17,795) | $ (1,190) | $ 0 | (16,605) | 0 | 0 | 0 |
Buyback of preferred stock (in shares) | (1,983) | ||||||
Net income | 6,460,339 | $ 0 | 0 | 0 | 6,186,431 | 0 | 273,908 |
Dividends declared | (1,280,223) | 0 | 0 | 0 | (1,280,223) | 0 | 0 |
Stock-based compensation | 77,213 | 0 | 0 | 77,213 | 0 | 0 | 0 |
Balance at Mar. 31, 2019 | 169,074,286 | $ 19,688 | $ 9,005,862 | 87,335,292 | 64,204,369 | (549,555) | 9,058,630 |
Balance (in shares) at Mar. 31, 2019 | 32,813 | 15,009,770 | |||||
Issue of share capital | 81,059 | $ 4,376 | $ 6,344 | 70,339 | 0 | 0 | 0 |
Issue of share capital (in shares) | 7,293 | 10,574 | |||||
Buyback of preferred stock | (6,301) | $ (415) | $ 0 | (5,886) | 0 | 0 | 0 |
Buyback of preferred stock (in shares) | (691) | ||||||
Net income | 2,941,158 | $ 0 | 0 | 0 | 2,476,262 | 0 | 464,896 |
Exercise of options | 7,123 | $ 423 | 0 | 6,700 | 0 | 0 | 0 |
Exercise of options (in shares) | 705 | ||||||
Dividends declared | (1,280,359) | $ 0 | 0 | 0 | (1,280,359) | 0 | 0 |
Sale of CW-Bali | 790,837 | 0 | 0 | 0 | 0 | 549,555 | 241,282 |
Stock-based compensation | 127,990 | 0 | 0 | 127,990 | 0 | 0 | 0 |
Balance at Jun. 30, 2019 | $ 171,735,793 | $ 24,072 | $ 9,012,206 | $ 87,534,435 | $ 65,400,272 | $ 0 | $ 9,764,808 |
Balance (in shares) at Jun. 30, 2019 | 40,120 | 15,020,344 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Net cash provided by (used in) operating activities - continuing operations | $ 8,552,481 | $ (2,422,527) |
Net cash used in operating activities - discontinued operations | 0 | 317,373 |
Net cash provided by (used in) operating activities | 8,552,481 | (2,105,154) |
Cash flows from investing activities | ||
Additions to property, plant and equipment and construction in progress | (1,816,397) | (8,727,473) |
Proceeds from asset dispositions | 443,500 | 11,190 |
Proceeds from sale of CW-Belize, net of cash provided | 6,706,234 | 0 |
Collections on loans receivable | 734,980 | 688,888 |
Payments for land and rights of way held for development | 0 | (25,152) |
Net cash provided by (used in) investing activities | 6,068,317 | (8,052,547) |
Cash flows from financing activities | ||
Dividends paid to common shareholders | (2,553,942) | (2,543,807) |
Dividends paid to preferred shareholders | (2,958) | (2,846) |
Issuance (repurchase) of redeemable preferred stock | (24,096) | 5,735 |
Proceeds received from exercise of stock options | 7,123 | 0 |
Payments on note payable to related party | 0 | (392,000) |
Net cash used in financing activities | (2,573,873) | (2,932,918) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 12,046,925 | (13,090,619) |
Cash and cash equivalents and restricted cash at beginning of period | 31,337,477 | 45,482,966 |
Cash and cash equivalents and restricted cash at end of period | 43,384,402 | 32,392,347 |
Cash and cash equivalents at end of period | 41,878,723 | 32,392,347 |
Restricted cash at end of period | 1,505,679 | 0 |
Cash and cash equivalents and restricted cash at end of period | 43,384,402 | 32,392,347 |
Interest paid in cash | 1,482 | 6,539 |
Non-cash investing and financing activities | ||
Conversion (on a one-to-one basis) of 0 and 454, respectively, shares of redeemable preferred stock to common stock | 0 | 272 |
Dividends declared but not paid | 1,280,139 | 1,275,030 |
Transfers from inventory to property, plant and equipment and construction in progress | 223,136 | 192,748 |
Transfers from construction in progress to property, plant and equipment | 6,916,301 | 354,771 |
Transfers from other assets to construction in progress | 0 | 1,253,299 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 4,850,902 | 0 |
Preferred Stock [Member] | ||
Non-cash investing and financing activities | ||
Stock Issued | 100,935 | 96,317 |
Common Stock [Member] | ||
Non-cash investing and financing activities | ||
Stock Issued | $ 447,416 | $ 441,162 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [Parenthetical] - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 37,438 | 39,986 |
Conversion of Stock, Shares Converted | 0 | 454 |
Preferred Stock [Member] | ||
Stock Issued During Period, Shares, Issued for Services | 7,293 | 7,409 |
Principal activity
Principal activity | 6 Months Ended |
Jun. 30, 2019 | |
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”) supply water and provide water-related products and services to customers in the Cayman Islands, The Commonwealth of The Bahamas, the British Virgin Islands, and the United States. The Company produces potable water from seawater using reverse osmosis technology and sells this water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The base price of water supplied by the Company, and adjustments thereto, are determined by the terms of a retail license and bulk water supply contracts which provide for adjustments based upon the movement in the government price indices specified in the license and contracts as well as monthly adjustments for changes in the cost of energy. The Company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. |
Accounting policies
Accounting policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Accounting policies Basis of consolidation: The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2019. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Foreign currency: Net foreign currency gains (losses) arising from transactions and re-measurements were ($ e. Cash and cash equivalents and restricted cash: The restricted cash balance of approximately $1.5 million as of June 30, 2019, represents a certificate of deposit with an original maturity of three months or less, held as security for a $1.5 million standby letter of credit obtained in March 2019. Certain 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 June 30, 2019, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $10.5 million. Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Retail revenues $ 6,983,515 $ 6,268,023 $ 13,670,175 $ 12,699,371 Bulk revenues 6,941,051 7,680,701 14,052,364 15,127,484 Services revenues 90,792 122,912 191,369 246,676 Manufacturing revenues 4,289,902 992,430 7,379,876 1,545,198 Total revenues $ 18,305,260 $ 15,064,066 $ 35,293,784 $ 29,618,729 Retail revenues The Company produces and supplies water to end-users, including residential, commercial and governmental 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. 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 2019 and 2018, 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 and invoiced based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts and revenue is recognized in the amount to which the Company has a right to invoice. 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 and Sewerage Corporation of The Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. The Company also sells water to a private resort on Bimini. The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. 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. |
Discontinued operations - CW-Be
Discontinued operations - CW-Belize | 6 Months Ended |
Jun. 30, 2019 | |
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 Consolidated Water (Belize) Limited (“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 U.S. 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 for most of 2018 and in prior years 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 effective January 1, 2019. After adjustments, the final price for CW-Belize was approximately $7.0 million. Pursuant to the sale and purchase agreement, BWSL has paid the Company $6.735 million of the purchase price, with approximately $265,000 being withheld to cover indemnification obligations of the Company under the agreement. The amount withheld is payable by BWSL to the Company 2019 to the extent not applied to cover any liabilities of the Company under the agreement. Summarized financial information for CW-Belize as of June 30, 2019 and December 31, 2018 and for the three months and six months ended June 30, 2019 and 2018 is as follows: June 30, December 31, 2019 2018 Current assets $ - $ 1,959,494 Property, plant and equipment, net - 725,930 Inventory, non-current - 356,854 Goodwill - 379,651 Intangible assets - 467,575 Other assets - 14,023 Total assets of discontinued operations $ - $ 3,903,527 Total liabilities of discontinued operations $ - $ 646,452 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues $ - $ 808,149 $ - $ 1,589,881 Income from operations - 304,109 - 633,853 Net income - 299,375 - 626,432 Gain on sale of discontinued operations - - 3,621,170 - Depreciation - 28,926 - 57,979 |
Segment information
Segment information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 4. Segment information The Company has four reportable segments: retail, bulk, services and manufacturing. The retail segment 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 designs, constructs and sells desalination plants to third parties. The manufacturing segment manufactures and services a wide range of water-related products and provides design, engineering, management, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct to its other three business segments. The accounting policies of the segments are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income from operations. All intercompany transactions are eliminated for segment presentation purposes. The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins. Three Months Ended June 30, 2019 Retail Bulk Services Manufacturing Total Revenues $ 6,983,515 $ 6,941,051 $ 90,792 $ 4,289,902 $ 18,305,260 Cost of revenues 2,982,758 4,768,122 45,094 2,956,537 10,752,511 Gross profit 4,000,757 2,172,929 45,698 1,333,365 7,552,749 General and administrative expenses 3,405,421 344,971 779,882 464,718 4,994,992 Gain on asset dispositions and impairments, net 397,301 - - - 397,301 Income (loss) from operations $ 992,637 $ 1,827,958 $ (734,184 ) $ 868,647 2,955,058 Other income, net 50,333 Income before income taxes 3,005,391 Provision for income taxes 64,233 Net income from continuing operations 2,941,158 Income from continuing operations attributable to non-controlling interests 464,896 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 2,476,262 Total income from discontinued operations - Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,476,262 Depreciation and amortization expenses for the three months ended June 30, 2019 for the retail, bulk, services and manufacturing segments were $615,363, $976,437, $1,137 and $215,713, respectively. Three Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 6,268,023 $ 7,680,701 $ 122,912 $ 992,430 $ 15,064,066 Cost of revenues 2,722,650 5,397,449 104,069 655,679 8,879,847 Gross profit 3,545,373 2,283,252 18,843 336,751 6,184,219 General and administrative expenses 2,874,517 297,863 665,738 608,851 4,446,969 (Loss) on asset dispositions and impairments, net (650 ) - - - (650 ) Income (loss) from operations $ 670,206 $ 1,985,389 $ (646,895 ) $ (272,100 ) 1,736,600 Other income, net 312,032 Income before income taxes 2,048,632 Benefit from income taxes (48,878 ) Net income from continuing operations 2,097,510 Income from continuing operations attributable to non-controlling interests 208,692 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 1,888,818 Total income from discontinued operations 299,375 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 Depreciation and amortization expenses for the three months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $504,616, $763,490, $7,639 and $399,426, respectively. Six Months Ended June 30, 2019 Retail Bulk Services Manufacturing Total Revenues $ 13,670,175 $ 14,052,364 $ 191,369 $ 7,379,876 $ 35,293,784 Cost of revenues 5,808,362 9,722,713 167,013 5,080,644 20,778,732 Gross profit 7,861,813 4,329,651 24,356 2,299,232 14,515,052 General and administrative expenses 6,522,699 606,383 1,265,767 978,177 9,373,026 Gain on asset dispositions and impairments, net 394,570 46,500 - - 441,070 Income (loss) from operations $ 1,733,684 $ 3,769,768 $ (1,241,411 ) $ 1,321,055 5,583,096 Other income, net 310,423 Income before income taxes 5,893,519 Provision for income taxes 113,192 Net income from continuing operations 5,780,327 Income from continuing operations attributable to non-controlling interests 738,804 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 5,041,523 Net income from discontinued operations 3,621,170 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 8,662,693 Depreciation and amortization expenses for the six months ended June 30, 2019 for the retail, bulk, services and manufacturing segments were $1,133,377, $1,924,126, $2,273 and $492,766, respectively. Six Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 12,699,371 $ 15,127,484 $ 246,676 $ 1,545,198 $ 29,618,729 Cost of revenues 5,484,204 10,447,785 238,940 1,094,540 17,265,469 Gross profit 7,215,167 4,679,699 7,736 450,658 12,353,260 General and administrative expenses 5,959,363 594,734 1,316,374 1,238,209 9,108,680 (Loss) on asset dispositions and impairments, net (1,990 ) - - - (1,990 ) Income (loss) from operations $ 1,253,814 $ 4,084,965 $ (1,308,638 ) $ (787,551 ) 3,242,590 Other income, net 459,629 Income before income taxes 3,702,219 Benefit from income taxes (126,266 ) Net income from continuing operations 3,828,485 Income from continuing operations attributable to non-controlling interests 174,199 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 3,654,286 Net income from discontinued operations 626,432 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,280,718 Depreciation and amortization expenses for the six months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $1,007,629, $1,527,037, $15,277 and $798,720, respectively. As of June 30, 2019 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 3,149,756 $ 13,782,607 $ 1,494,163 $ 1,764,261 $ 20,190,787 Property, plant and equipment, net $ 29,793,712 $ 31,594,218 $ 12,500 $ 1,551,285 $ 62,951,715 Construction in progress $ 212,883 $ 442,229 $ - $ 5,950 $ 661,062 Intangibles, net $ - $ - $ - $ 1,499,444 $ 1,499,444 Goodwill $ 1,170,511 $ 1,948,875 $ - $ 4,885,211 $ 8,004,597 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 63,962,018 $ 68,264,136 $ 32,476,525 $ 17,256,530 $ 181,959,209 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 $ 1,948,875 $ - $ 4,885,211 $ 8,004,597 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 61,210,879 $ 67,740,088 $ 27,406,983 $ 12,254,121 $ 168,612,071 Assets of discontinued operations $ 3,903,527 Total assets $ 172,515,598 |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 5. Earnings per share Earnings per share (“EPS”) are computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive, the effect of stock options as computed under the treasury stock method. The following summarizes information related to the computation of basic and diluted EPS: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 2,476,262 $ 1,888,818 $ 5,041,523 $ 3,654,286 Less: preferred stock dividends (3,410 ) (3,488 ) (6,199 ) (6,296 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share 2,472,852 1,885,330 5,035,324 3,647,990 Total income from discontinued operations - 299,375 3,621,170 626,432 Net income available to common shares in the determination of basic earnings per common share $ 2,472,852 $ 2,184,705 $ 8,656,494 $ 4,274,422 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,020,344 14,959,309 15,020,344 14,959,284 Plus: Weighted average number of preferred shares outstanding during the period 34,183 34,442 33,834 33,767 Potential dilutive effect of unexercised options and unvested stock grants 76,251 123,975 75,893 123,661 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,130,778 15,117,726 15,130,071 15,116,712 |
Investment in OC-BVI
Investment in OC-BVI | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments Disclosure [Text Block] | 6. Investment in OC-BVI The Company owns 50 43.53 45 The Company’s equity investment in OC-BVI amounted to $ 2,127,099 2,584,987 Summarized financial information for OC-BVI is as follows: June 30, 2019 December 31, 2018 Current assets $ 1,306,471 $ 2,286,179 Non-current assets 3,684,922 3,859,310 Total assets $ 4,991,393 $ 6,145,489 June 30, 2019 December 31, 2018 Current liabilities $ 93,584 $ 132,005 Non-current liabilities 822,150 1,048,950 Total liabilities $ 915,734 $ 1,180,955 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues $ 794,382 $ 717,434 $ 1,554,975 $ 1,429,637 Cost of revenues 589,734 273,228 1,103,114 534,152 Gross profit 204,648 444,206 451,861 895,485 General and administrative expenses 238,567 218,421 424,595 416,924 Income (loss) from operations (33,919 ) 225,785 27,266 478,561 Other income (expense), net (4,050 ) 154,466 (16,141 ) 97,766 Net income (loss) (37,969 ) 380,251 11,125 576,327 Income attributable to non-controlling interests 19,347 18,472 37,515 29,407 Net income (loss) attributable to controlling interests $ (57,316 ) $ 361,779 $ (26,390 ) $ 546,920 A reconciliation of the beginning and ending balances for the Company’s investment in OC-BVI for the six months ended June 30, 2019 is as follows: Balance as of December 31, 2018 $ 2,584,987 Profit-sharing and equity from (losses) of OC-BVI (3,388 ) Distributions received from OC-BVI (454,500 ) Balance as of June 30, 2019 $ 2,127,099 The Company recognized ($ 24,949 157,483 . The Company recognized $ 2,025 56,700 its profit-sharing agreement with OC-BVI for the three months ended June 30, 2019 and 2018, respectively, and $8,100 and $85,050 for the six months ended June 30, 2019 and 2018, respectively. For the three months ended June 30, 2019 and 2018, the Company recognized $ 90,792 122,912 respectively, in revenues from its management services agreement with OC-BVI. Amounts payable by OC-BVI to the Company were $ 78,942 46,746 |
NSC and AdR project development
NSC and AdR project development | 6 Months Ended |
Jun. 30, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | 7. NSC and AdR project development In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. The Company has since purchased, through the conversion of a loan it made to NSC, additional shares that increased 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 an aqueduct that connects to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons per day of production capacity. Through a series of transactions completed in 2012-2014, NSC purchased 20.1 hectares of land for approximately $20.6 million on which the proposed Project’s plant would be constructed. In November 2012, NSC entered into a lease with an effective term of 20-years from the date of full operation of the Project’s desalination plant, with the Comisión Federal de Electricidad for approximately 5,000 square meters of land on which it plans to construct the water intake and discharge works for the plant. The amounts due on this lease are payable in Mexican pesos at an amount that is currently equivalent to approximately $30,000 every two months. 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 an aqueduct 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. A consortium (the “Consortium”) comprised of NSC, NuWater S.A.P.I. de C.V. (“NuWater”) and Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., 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. NSC initially owned 99.6% of the equity of AdR. In February 2018, NSC acquired the remaining 0.4% ownership in AdR from NuWater. 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, the Comisión Estatal del Agua de Baja California (“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 aqueduct) 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. The first phase must be operational within 36 months of commencing construction and the second phase must be operational by January 2025. 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 remaining open conditions (among others) have been met: • the State has established and registered various payment trusts, guaranties and bank credit lines for specific use by the Project; • AdR has obtained all 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 (the “Congress”) passed Decreto #57 which, among other things, ratified and authorized the payment obligations of the corresponding public entities under the APP Contract and authorized the corresponding public entities to obtain a credit facility to guarantee their payment obligations. 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. 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 in December 2017. The authorization for the execution of the credit agreement to guarantee the payment obligations of the public entities under the APP Contract given in Decreto #57, as amended by Decreto #168, expired on December 31, 2018. During the congressional session held at the end of March 2019, the Congress passed Decreto #335, which renewed the authorizations for the various payment trusts, guaranties and bank credit lines required to be established for the Project by the State entities. Decreto #335 expires December 31, 2019. Following their issuances, the following legal proceedings were initiated against Decretos #168 and #335: (a) Amparo trial against Decreto #168 initiated by certain individuals in June 2018. (b) Amparo trial against Decreto #335, filed by a certain congressman and his alternate in April 2019. Given that neither AdR nor NSC are parties to this action, based on publicly available information the Company understands that in April 2019, a congressman of the Congress and his alternate filed this claim, stating that there are no interested third parties in this trial. Both the provisional and definitive suspensions of the effects of Decreto #335 requested by claimants, were denied by the Sixth District Court in Mexicali. As such, the effects of Decreto #335 have not been suspended. (c) Amparo trial against Decreto #335, filed by certain individuals that allegedly form part of local chambers of commerce (Consejo Coordinador Empresarial) in May 2019. (d) Constitutionality challenge (Acción de Inconstitucionalidad) against Decreto #335, filed by certain congresspersons in May 2019 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 MA with the option to purchase 20% of the equity of AdR. If Suez MA 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. This Agreement was scheduled to expire on June 30, 2019 but has been extended to December 31, 2019. In June 2018, AdR and Suez MA executed a contract whereby Suez MA will serve as the engineering, procurement and construction contractor for the Project with such contract becoming effective on the effective date of the APP Contract. If AdR is ultimately unable to proceed with the Project 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 it has made 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 its right of way deposits for amounts at least equal to their carrying values as of June 30, 2019 of approximately $24.2 million. 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 $779,000 and $664,000 for the three months ended June 30, 2019 and 2018, respectively. The assets and liabilities of NSC and AdR included in the Company's consolidated balance sheets amounted to approximately $29.1 million and $394,000, respectively, as of June 30, 2019 and approximately $26.2 million and $243,000 respectively, as of December 31, 2018. Project Litigation 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 an individual (the “individual shareholder”). In February 2012, CW-Cooperatief 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 indirectly acquired 99.99% of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required CW-Cooperatief 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) did not exercise its share purchase option by February 7, 2014. exercised its option and paid the $1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. In January 2018, EWG initiated an ordinary mercantile claim against the individual shareholder, 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”). In this claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99% as a consequence of the Option Agreement. EWG requested that the courts, as a preliminary matter; (a) suspend the effectiveness of the challenged transactions; (b) order certain 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 and public entities involved with the Project, including the registration of the pendency of the lawsuit in certain public records. 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 claim. On November 7, 2018, NSC filed a legal response to the claim, vigorously opposing the claims made by EWG. In addition to such legal response, NSC filed (i) a request to submit the 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 appeal have been resolved. On February 26, 2019 , the Tenth Civil Judge acknowledged the filing of the 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. Further, on February 26, 2019, the Tenth Civil Judge set the requested guarantee, in the form of a security deposit in the amount of 1,000,000 Mexican pesos, to release the preliminary relief sought by EWG. On March 4, 2019, NSC filed before the Tenth Civil Judge evidence of such security deposit, requesting the release of the mentioned preliminary relief. Due to the recent filing of the security deposit, the resolution on the release of the preliminary relief is pending. On April 12, 2019, the Tenth Civil Judge ruled that the request for arbitration was not applicable under Mexican law. With respect to the previously mentioned appeals remedy against the preliminary relief, the Tenth Civil Judge requested the posting of a guarantee in the amount of 12,000 Mexican pesos to admit such remedy with suspensive effects that is, preventing the claim from moving forward and releasing the ex-parte preliminary relief, until the appeals remedy is resolved by a superior court within the judiciary branch of the government of the State of Baja California, México. NSC posted the requested guarantee. Further, on April 12, 2019, the Tenth Civil Judge granted EWG the opportunity to file a counter guarantee in the amount of 1,500,000 Mexican pesos to maintain the ex-parte preliminary relief granted in its favor. With respect to this matter, the Tenth Civil Judge issued a resolution on April 26, 2019 allowing such counter guarantee to be filed in the form of a security deposit or in any other form allowed by the law. NSC has vigorously opposed the resolution of the Tenth Civil Judge allowing the filing of a counter guarantee through the filing of a revocation remedy and an appeals remedy against it. To date, neither of such remedies has been resolved and the Company does not know if EWG has filed the counter guarantee. Despite the posting of the previously mentioned 1,000,000 Mexican pesos guarantee, the Tenth Civil Judge failed to make her resolution effective, which would thereby rescind the previously mentioned preliminary relief granted to EWG. Consequently, on June 19, 2019 , NSC Agua filed before the Public Registry of Property of Baja California a cancellation request of the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records. On June 24, 2019 , the Public Registry of Property of Baja California issued an encumbrances cancellation resolution, approving the release of the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records. Such encumbrances cancellation resolution was registered before the Public Registry of Property of Playas de Rosarito on June 25, 2019 . On June 26, 2019 , the Public Registry of Property of Playas de Rosarito issued a certificate of no liens with respect to the real estate owned by NSC. On June 27, 2019, the Tenth Civil Judge issued a resolution acknowledging the posting, by NSC, of the guarantee in the amount of 12,000 Mexican pesos mentioned above, and therefore suspending the litigation, until the appeals remedy filed by NSC against the resolution granting EWG preliminary relief is resolved by a superior court within the judiciary branch of the government of the State of Baja California, México. With respect to this matter, EWG failed to submit arguments against the appeals remedy filed by NSC. Further, on such date, the Tenth Civil Judge acknowledged the posting, by EWG, of a bond policy as the counter guarantee allowed to it on April 26, 2019 as mentioned above. However, considering the mentioned suspension of the litigation as a result of the posting of the 12,000 Mexican pesos guarantee, the Tenth Civil Judge determined that she is not able to rule on the admission or validity thereof, until the appeals remedy is resolved and the litigation recommences. Regardless of the resolution of such appeals remedy, NSC plans to vigorously oppose the filing of such bond policy. CW-Cooperatief has not been officially served with the 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 have been made by EWG against AdR. The Company cannot presently determine what impact the resolution of the claim may ultimately have on its ability to complete the Project. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. Leases As of January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use ("ROU") asset and lease liability for all leases. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company implemented this new accounting standard using the modified retrospective method for its existing leases, which did not cause any adjustments to prior year financial statements. The Company elected the package of transition practical expedients available for existing contracts, which allowed it to carry forward its historical assessments of whether contracts are or contain leases, lease classification and determination of initial direct costs. These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain renewal or purchase obligations, of twelve months or less in its consolidated balance sheets for all classes of underlying assets. Lease costs for such short-term leases are recognized on a straight-line basis in net income over the lease term. The Company leases property and equipment under operating leases, primarily land, office and warehouse locations. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the current leases entered into do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at lease commencement. The land used by the Company to operate its seawater desalination plants in the Cayman Islands and The Bahamas are owned by the Company or leased to the Company for immaterial annual amounts and are not included in the lease amounts presented on the consolidated balance sheets. AdR has entered into a lease with an effective term of 20 approximately $30,000 every two months. The lease is cancellable by AdR should it ultimately not proceed with the project. All lease assets denominated in a foreign currency are measured using the exchange rate at commencement of the lease or the adoption of ASU 2016-02, whichever is later. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of June 30, 2019. Effective May 1, 2019, the Company executed a new lease for its office located in the Cayman Islands under similar terms compared to the prior lease. This new lease expires April 30, 2024. Lease assets and liabilities The following table presents the lease-related assets and liabilities recorded as of June 30, 2019 and their respective location on the consolidated balance sheets: June 30, 2019 ASSETS Current Prepaid expenses and other current assets $ 22,187 Noncurrent Operating lease right-of-use assets 4,590,492 Total lease right-of-use assets $ 4,612,679 LIABILITIES Current Current maturities of operating leases $ 647,782 Noncurrent Noncurrent operating leases 4,036,684 Total lease liabilities $ 4,684,466 Weighted average remaining lease term: Operating leases 18 Weighted average discount rate: Operating leases 4.61 % The components of lease cost for the three and six months ended June 30, 2019 were as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease costs $ 128,096 $ 349,227 Short-term lease costs 4,078 8,035 Total lease costs $ 132,174 $ 357,262 Supplemental cash flow information related to leases is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Cash paid for amounts included in measurement of liabilities: Operating cash outflows from operating leases $ 272,411 $ 490,491 Future lease payments relating to the Company's operating lease liabilities as of June 30, 2019 were as follows: Years ending December 31, Total Remainder of 2019 $ 431,220 2020 826,206 2021 585,694 2022 510,474 2023 519,902 Thereafter 3,842,294 Total future lease payments 6,715,790 Less: imputed interest (2,031,324 ) Total lease obligations 4,684,466 Less: current obligations (647,782 ) Noncurrent lease obligations $ 4,036,684 |
Fair value
Fair value | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | 9. Fair value As of June 30, 2019 and December 31, 2018, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, dividends payable and other current liabilities approximate their fair values due to the short-term maturities of these instruments. Management concluded that the carrying amounts for loans receivable as of December 31, 2018 approximated their fair value as the stated interest rates approximated 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. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Contingencies 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. For the three months ended June 30, 2019 and 2018, the Company generated approximately 39% and 42%, respectively, of its consolidated revenues and 55% and 59%, 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. CW-Bahamas CW-Bahamas’ accounts receivable balances due from the WSC amounted to $12.7 million as of June 30, 2019 and $17.6 million as of December 31, 2018. Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and The Bahamas government, and as a result, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the WSC 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. As of June 30, 2019, the Company has not provided an allowance for CW-Bahamas’ accounts receivable from the WSC. If CW-Bahamas continues to be unable to collect a significant portion of its delinquent accounts receivable, 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) the Company may be required to cease the recognition of revenues on CW-Bahamas’ water supply agreements with the WSC; and (iii) the Company 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. |
Impact of recent accounting sta
Impact of recent accounting standards | 6 Months Ended |
Jun. 30, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 11. Impact of recent accounting standards Adoption of New 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 , which amends the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) , which provides an optional transition practical expedient for the adoption of ASU 2016-02 that, if elected, would not require an organization to reconsider their accounting for existing land easements that are not currently accounted for under the old leases standard and clarify that new or modified land easements should be evaluated under ASU 2016-02, once an entity has adopted the new standard. 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 adopted the standard using the modified retrospective method for its existing leases and the standard created lease assets and lease liabilities on the consolidated balance sheets. On January 1, 2019, the Company elected certain practical expedients and carried 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 also applied the practical expedient that allows 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 applied the short-term lease exception for lessees which allows 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 also applied the practical expedient related to land easements, allowing it to carry forward its accounting treatment for land easements on existing agreements. The adoption of this new lease standard did not have a material impact on the Company’s financial position, results of operations or cash flows. Effect of newly issued but not yet effective accounting standards: None. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. Subsequent events The Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. Other than as disclosed in these condensed consolidated financial statements, the Company 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 condensed consolidated financial statements. |
Accounting policies (Policies)
Accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation: The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s financial position, results of operations and cash flows as of and for the periods presented. The results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2019. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency: Net foreign currency gains (losses) arising from transactions and re-measurements were ($ e. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents and restricted cash: The restricted cash balance of approximately $1.5 million as of June 30, 2019, represents a certificate of deposit with an original maturity of three months or less, held as security for a $1.5 million standby letter of credit obtained in March 2019. Certain 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 June 30, 2019, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $10.5 million. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition: The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Retail revenues $ 6,983,515 $ 6,268,023 $ 13,670,175 $ 12,699,371 Bulk revenues 6,941,051 7,680,701 14,052,364 15,127,484 Services revenues 90,792 122,912 191,369 246,676 Manufacturing revenues 4,289,902 992,430 7,379,876 1,545,198 Total revenues $ 18,305,260 $ 15,064,066 $ 35,293,784 $ 29,618,729 Retail revenues The Company produces and supplies water to end-users, including residential, commercial and governmental 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. 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 2019 and 2018, 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 and invoiced based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts and revenue is recognized in the amount to which the Company has a right to invoice. 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 and Sewerage Corporation of The Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. The Company also sells water to a private resort on Bimini. The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. 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. |
Accounting policies (Tables)
Accounting policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents the Company’s revenues disaggregated by revenue source (unaudited). Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Retail revenues $ 6,983,515 $ 6,268,023 $ 13,670,175 $ 12,699,371 Bulk revenues 6,941,051 7,680,701 14,052,364 15,127,484 Services revenues 90,792 122,912 191,369 246,676 Manufacturing revenues 4,289,902 992,430 7,379,876 1,545,198 Total revenues $ 18,305,260 $ 15,064,066 $ 35,293,784 $ 29,618,729 |
Discontinued operations - CW-_2
Discontinued operations - CW-Belize (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Summarized financial information for CW-Belize as of June 30, 2019 and December 31, 2018 and for the three months and six months ended June 30, 2019 and 2018 is as follows: June 30, December 31, 2019 2018 Current assets $ - $ 1,959,494 Property, plant and equipment, net - 725,930 Inventory, non-current - 356,854 Goodwill - 379,651 Intangible assets - 467,575 Other assets - 14,023 Total assets of discontinued operations $ - $ 3,903,527 Total liabilities of discontinued operations $ - $ 646,452 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues $ - $ 808,149 $ - $ 1,589,881 Income from operations - 304,109 - 633,853 Net income - 299,375 - 626,432 Gain on sale of discontinued operations - - 3,621,170 - Depreciation - 28,926 - 57,979 |
Segment information (Tables)
Segment information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins. Three Months Ended June 30, 2019 Retail Bulk Services Manufacturing Total Revenues $ 6,983,515 $ 6,941,051 $ 90,792 $ 4,289,902 $ 18,305,260 Cost of revenues 2,982,758 4,768,122 45,094 2,956,537 10,752,511 Gross profit 4,000,757 2,172,929 45,698 1,333,365 7,552,749 General and administrative expenses 3,405,421 344,971 779,882 464,718 4,994,992 Gain on asset dispositions and impairments, net 397,301 - - - 397,301 Income (loss) from operations $ 992,637 $ 1,827,958 $ (734,184 ) $ 868,647 2,955,058 Other income, net 50,333 Income before income taxes 3,005,391 Provision for income taxes 64,233 Net income from continuing operations 2,941,158 Income from continuing operations attributable to non-controlling interests 464,896 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 2,476,262 Total income from discontinued operations - Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,476,262 Depreciation and amortization expenses for the three months ended June 30, 2019 for the retail, bulk, services and manufacturing segments were $615,363, $976,437, $1,137 and $215,713, respectively. Three Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 6,268,023 $ 7,680,701 $ 122,912 $ 992,430 $ 15,064,066 Cost of revenues 2,722,650 5,397,449 104,069 655,679 8,879,847 Gross profit 3,545,373 2,283,252 18,843 336,751 6,184,219 General and administrative expenses 2,874,517 297,863 665,738 608,851 4,446,969 (Loss) on asset dispositions and impairments, net (650 ) - - - (650 ) Income (loss) from operations $ 670,206 $ 1,985,389 $ (646,895 ) $ (272,100 ) 1,736,600 Other income, net 312,032 Income before income taxes 2,048,632 Benefit from income taxes (48,878 ) Net income from continuing operations 2,097,510 Income from continuing operations attributable to non-controlling interests 208,692 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 1,888,818 Total income from discontinued operations 299,375 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 2,188,193 Depreciation and amortization expenses for the three months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $504,616, $763,490, $7,639 and $399,426, respectively. Six Months Ended June 30, 2019 Retail Bulk Services Manufacturing Total Revenues $ 13,670,175 $ 14,052,364 $ 191,369 $ 7,379,876 $ 35,293,784 Cost of revenues 5,808,362 9,722,713 167,013 5,080,644 20,778,732 Gross profit 7,861,813 4,329,651 24,356 2,299,232 14,515,052 General and administrative expenses 6,522,699 606,383 1,265,767 978,177 9,373,026 Gain on asset dispositions and impairments, net 394,570 46,500 - - 441,070 Income (loss) from operations $ 1,733,684 $ 3,769,768 $ (1,241,411 ) $ 1,321,055 5,583,096 Other income, net 310,423 Income before income taxes 5,893,519 Provision for income taxes 113,192 Net income from continuing operations 5,780,327 Income from continuing operations attributable to non-controlling interests 738,804 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 5,041,523 Net income from discontinued operations 3,621,170 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 8,662,693 Depreciation and amortization expenses for the six months ended June 30, 2019 for the retail, bulk, services and manufacturing segments were $1,133,377, $1,924,126, $2,273 and $492,766, respectively. Six Months Ended June 30, 2018 Retail Bulk Services Manufacturing Total Revenues $ 12,699,371 $ 15,127,484 $ 246,676 $ 1,545,198 $ 29,618,729 Cost of revenues 5,484,204 10,447,785 238,940 1,094,540 17,265,469 Gross profit 7,215,167 4,679,699 7,736 450,658 12,353,260 General and administrative expenses 5,959,363 594,734 1,316,374 1,238,209 9,108,680 (Loss) on asset dispositions and impairments, net (1,990 ) - - - (1,990 ) Income (loss) from operations $ 1,253,814 $ 4,084,965 $ (1,308,638 ) $ (787,551 ) 3,242,590 Other income, net 459,629 Income before income taxes 3,702,219 Benefit from income taxes (126,266 ) Net income from continuing operations 3,828,485 Income from continuing operations attributable to non-controlling interests 174,199 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 3,654,286 Net income from discontinued operations 626,432 Net income attributable to Consolidated Water Co. Ltd. stockholders $ 4,280,718 Depreciation and amortization expenses for the six months ended June 30, 2018 for the retail, bulk, services and manufacturing segments were $1,007,629, $1,527,037, $15,277 and $798,720, respectively. As of June 30, 2019 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 3,149,756 $ 13,782,607 $ 1,494,163 $ 1,764,261 $ 20,190,787 Property, plant and equipment, net $ 29,793,712 $ 31,594,218 $ 12,500 $ 1,551,285 $ 62,951,715 Construction in progress $ 212,883 $ 442,229 $ - $ 5,950 $ 661,062 Intangibles, net $ - $ - $ - $ 1,499,444 $ 1,499,444 Goodwill $ 1,170,511 $ 1,948,875 $ - $ 4,885,211 $ 8,004,597 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 63,962,018 $ 68,264,136 $ 32,476,525 $ 17,256,530 $ 181,959,209 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 $ 1,948,875 $ - $ 4,885,211 $ 8,004,597 Land and rights of way held for development $ - $ - $ 24,161,024 $ - $ 24,161,024 Total segment assets $ 61,210,879 $ 67,740,088 $ 27,406,983 $ 12,254,121 $ 168,612,071 Assets of discontinued operations $ 3,903,527 Total assets $ 172,515,598 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following summarizes information related to the computation of basic and diluted EPS: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 2,476,262 $ 1,888,818 $ 5,041,523 $ 3,654,286 Less: preferred stock dividends (3,410 ) (3,488 ) (6,199 ) (6,296 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share 2,472,852 1,885,330 5,035,324 3,647,990 Total income from discontinued operations - 299,375 3,621,170 626,432 Net income available to common shares in the determination of basic earnings per common share $ 2,472,852 $ 2,184,705 $ 8,656,494 $ 4,274,422 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,020,344 14,959,309 15,020,344 14,959,284 Plus: Weighted average number of preferred shares outstanding during the period 34,183 34,442 33,834 33,767 Potential dilutive effect of unexercised options and unvested stock grants 76,251 123,975 75,893 123,661 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,130,778 15,117,726 15,130,071 15,116,712 |
Investment in OC-BVI (Tables)
Investment in OC-BVI (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | Summarized financial information for OC-BVI is as follows: June 30, 2019 December 31, 2018 Current assets $ 1,306,471 $ 2,286,179 Non-current assets 3,684,922 3,859,310 Total assets $ 4,991,393 $ 6,145,489 June 30, 2019 December 31, 2018 Current liabilities $ 93,584 $ 132,005 Non-current liabilities 822,150 1,048,950 Total liabilities $ 915,734 $ 1,180,955 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues $ 794,382 $ 717,434 $ 1,554,975 $ 1,429,637 Cost of revenues 589,734 273,228 1,103,114 534,152 Gross profit 204,648 444,206 451,861 895,485 General and administrative expenses 238,567 218,421 424,595 416,924 Income (loss) from operations (33,919 ) 225,785 27,266 478,561 Other income (expense), net (4,050 ) 154,466 (16,141 ) 97,766 Net income (loss) (37,969 ) 380,251 11,125 576,327 Income attributable to non-controlling interests 19,347 18,472 37,515 29,407 Net income (loss) attributable to controlling interests $ (57,316 ) $ 361,779 $ (26,390 ) $ 546,920 A reconciliation of the beginning and ending balances for the Company’s investment in OC-BVI for the six months ended June 30, 2019 is as follows: Balance as of December 31, 2018 $ 2,584,987 Profit-sharing and equity from (losses) of OC-BVI (3,388 ) Distributions received from OC-BVI (454,500 ) Balance as of June 30, 2019 $ 2,127,099 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee Operating Lease related Assets And Liabilities [Table Text Block] | The following table presents the lease-related assets and liabilities recorded as of June 30, 2019 and their respective location on the consolidated balance sheets: June 30, 2019 ASSETS Current Prepaid expenses and other current assets $ 22,187 Noncurrent Operating lease right-of-use assets 4,590,492 Total lease right-of-use assets $ 4,612,679 LIABILITIES Current Current maturities of operating leases $ 647,782 Noncurrent Noncurrent operating leases 4,036,684 Total lease liabilities $ 4,684,466 Weighted average remaining lease term: Operating leases 18 Weighted average discount rate: Operating leases 4.61 % |
Lease, Cost [Table Text Block] | The components of lease cost for the three and six months ended June 30, 2019 were as follows: Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Operating lease costs $ 128,096 $ 349,227 Short-term lease costs 4,078 8,035 Total lease costs $ 132,174 $ 357,262 |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Supplemental cash flow information related to leases is as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Cash paid for amounts included in measurement of liabilities: Operating cash outflows from operating leases $ 272,411 $ 490,491 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future lease payments relating to the Company's operating lease liabilities as of June 30, 2019 were as follows: Years ending December 31, Total Remainder of 2019 $ 431,220 2020 826,206 2021 585,694 2022 510,474 2023 519,902 Thereafter 3,842,294 Total future lease payments 6,715,790 Less: imputed interest (2,031,324 ) Total lease obligations 4,684,466 Less: current obligations (647,782 ) Noncurrent lease obligations $ 4,036,684 |
Accounting policies (Details)
Accounting policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total Revenues | $ 18,305,260 | $ 15,064,066 | $ 35,293,784 | $ 29,618,729 |
Retail revenues [Member] | ||||
Total Revenues | 6,983,515 | 6,268,023 | 13,670,175 | 12,699,371 |
Bulk revenues [Member] | ||||
Total Revenues | 6,941,051 | 7,680,701 | 14,052,364 | 15,127,484 |
Services revenues [Member] | ||||
Total Revenues | 90,792 | 122,912 | 191,369 | 246,676 |
Manufacturing revenues [Member] | ||||
Total Revenues | $ 4,289,902 | $ 992,430 | $ 7,379,876 | $ 1,545,198 |
Accounting policies (Details Te
Accounting policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2019 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ (45,666) | $ (140,484) | $ 12,035 | $ (34,242) | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Restricted Cash, Current | $ 1,505,679 | $ 1,505,679 | $ 0 | |||
Standby Letters of Credit [Member] | ||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Long-term Line of Credit | $ 1,500,000 | |||||
Maximum [Member] | ||||||
Revenue Recognition [Abstract] | ||||||
Percentage of Bad Debts | 1.00% | 1.00% | ||||
Aerex Industries Inc [Member] | ||||||
Revenue Recognition [Abstract] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | ||||
Certificates of Deposit [Member] | ||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Cash Equivalents, at Carrying Value | $ 16,200,000 | $ 16,200,000 | $ 8,400,000 | |||
BAHAMAS | ||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||||
Deposits held in foreign bank | $ 10,500,000 | $ 10,500,000 |
Discontinued operations - CW-_3
Discontinued operations - CW-Belize (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | $ 0 | $ 1,959,494 |
Property, plant and equipment, net | 0 | 725,930 |
Inventory, non-current | 0 | 356,854 |
Goodwill | 0 | 379,651 |
Intangible assets | 0 | 467,575 |
Other assets | 0 | 14,023 |
Total assets of discontinued operations | 0 | 3,903,527 |
Total liabilities of discontinued operations | $ 0 | $ 646,452 |
Discontinued operations - CW-_4
Discontinued operations - CW-Belize (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 0 | $ 808,149 | $ 0 | $ 1,589,881 |
Income from operations | 0 | 304,109 | 0 | 633,853 |
Net income | 0 | 299,375 | 0 | 626,432 |
Gain on sale of discontinued operations | 0 | 0 | 3,621,170 | 0 |
Depreciation | $ 0 | $ 28,926 | $ 0 | $ 57,979 |
Discontinued operations - CW-_5
Discontinued operations - CW-Belize (Details Textual) - USD ($) | Jan. 07, 2019 | Feb. 14, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Proceeds From Repatriated Funds | $ 1,100,000 | $ 1,000,000 | $ 2,750,000 | $ 458,000 | $ 400,000 | |
Disposal Group, Including Discontinued Operation, Consideration | $ 7,000,000 | |||||
Proceeds from Divestiture of Businesses | 6,735,000 | |||||
Contingent Consideration For Other Obligations | $ 265,000 |
Segment information (Details)
Segment information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 18,305,260 | $ 15,064,066 | $ 35,293,784 | $ 29,618,729 | |
Cost of revenues | 10,752,511 | 8,879,847 | 20,778,732 | 17,265,469 | |
Gross profit | 7,552,749 | 6,184,219 | 14,515,052 | 12,353,260 | |
General and administrative expenses | 4,994,992 | 4,446,969 | 9,373,026 | 9,108,680 | |
Gain (Loss) on asset dispositions and impairments, net | 397,301 | (650) | 441,070 | (1,990) | |
Income (loss) from operations | 2,955,058 | 1,736,600 | 5,583,096 | 3,242,590 | |
Other income, net | 50,333 | 312,032 | 310,423 | 459,629 | |
Income before income taxes | 3,005,391 | 2,048,632 | 5,893,519 | 3,702,219 | |
Provision for (Benefit from) income taxes | 64,233 | (48,878) | 113,192 | (126,266) | |
Net income from continuing operations | 2,941,158 | 2,097,510 | 5,780,327 | 3,828,485 | |
Income from continuing operations attributable to non-controlling interests | 464,896 | 208,692 | 738,804 | 174,199 | |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 2,476,262 | 1,888,818 | 5,041,523 | 3,654,286 | |
Total income from discontinued operations | 0 | 299,375 | 3,621,170 | 626,432 | |
Net income attributable to Consolidated Water Co. Ltd. stockholders | 2,476,262 | 2,188,193 | 8,662,693 | 4,280,718 | |
Accounts receivable, net | 20,190,787 | 20,190,787 | $ 24,228,095 | ||
Property, plant and equipment, net | 62,951,715 | 62,951,715 | 58,880,818 | ||
Construction in progress | 661,062 | 661,062 | 6,015,043 | ||
Intangibles, net | 1,499,444 | 1,499,444 | 1,891,667 | ||
Goodwill | 8,004,597 | 8,004,597 | 8,004,597 | ||
Land and rights of way held for development | 24,161,024 | 24,161,024 | 24,161,024 | ||
Total segment assets | 181,959,209 | 181,959,209 | 168,612,071 | ||
Assets of discontinued operations | 0 | 0 | 3,903,527 | ||
Total assets | 181,959,209 | 181,959,209 | 172,515,598 | ||
Retail [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,983,515 | 6,268,023 | 13,670,175 | 12,699,371 | |
Cost of revenues | 2,982,758 | 2,722,650 | 5,808,362 | 5,484,204 | |
Gross profit | 4,000,757 | 3,545,373 | 7,861,813 | 7,215,167 | |
General and administrative expenses | 3,405,421 | 2,874,517 | 6,522,699 | 5,959,363 | |
Gain (Loss) on asset dispositions and impairments, net | 397,301 | (650) | 394,570 | (1,990) | |
Income (loss) from operations | 992,637 | 670,206 | 1,733,684 | 1,253,814 | |
Accounts receivable, net | 3,149,756 | 3,149,756 | 2,947,193 | ||
Property, plant and equipment, net | 29,793,712 | 29,793,712 | 24,435,501 | ||
Construction in progress | 212,883 | 212,883 | 5,437,093 | ||
Intangibles, net | 0 | 0 | 0 | ||
Goodwill | 1,170,511 | 1,170,511 | 1,170,511 | ||
Land and rights of way held for development | 0 | 0 | 0 | ||
Total segment assets | 63,962,018 | 63,962,018 | 61,210,879 | ||
Bulk [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 6,941,051 | 7,680,701 | 14,052,364 | 15,127,484 | |
Cost of revenues | 4,768,122 | 5,397,449 | 9,722,713 | 10,447,785 | |
Gross profit | 2,172,929 | 2,283,252 | 4,329,651 | 4,679,699 | |
General and administrative expenses | 344,971 | 297,863 | 606,383 | 594,734 | |
Gain (Loss) on asset dispositions and impairments, net | 0 | 0 | 46,500 | 0 | |
Income (loss) from operations | 1,827,958 | 1,985,389 | 3,769,768 | 4,084,965 | |
Accounts receivable, net | 13,782,607 | 13,782,607 | 18,480,589 | ||
Property, plant and equipment, net | 31,594,218 | 31,594,218 | 32,820,908 | ||
Construction in progress | 442,229 | 442,229 | 574,659 | ||
Intangibles, net | 0 | 0 | 0 | ||
Goodwill | 1,948,875 | 1,948,875 | 1,948,875 | ||
Land and rights of way held for development | 0 | 0 | 0 | ||
Total segment assets | 68,264,136 | 68,264,136 | 67,740,088 | ||
Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 90,792 | 122,912 | 191,369 | 246,676 | |
Cost of revenues | 45,094 | 104,069 | 167,013 | 238,940 | |
Gross profit | 45,698 | 18,843 | 24,356 | 7,736 | |
General and administrative expenses | 779,882 | 665,738 | 1,265,767 | 1,316,374 | |
Gain (Loss) on asset dispositions and impairments, net | 0 | 0 | 0 | 0 | |
Income (loss) from operations | (734,184) | (646,895) | (1,241,411) | (1,308,638) | |
Accounts receivable, net | 1,494,163 | 1,494,163 | 1,812,838 | ||
Property, plant and equipment, net | 12,500 | 12,500 | 14,772 | ||
Construction in progress | 0 | 0 | 3,291 | ||
Intangibles, net | 0 | 0 | 0 | ||
Goodwill | 0 | 0 | 0 | ||
Land and rights of way held for development | 24,161,024 | 24,161,024 | 24,161,024 | ||
Total segment assets | 32,476,525 | 32,476,525 | 27,406,983 | ||
Manufacturing Units [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 4,289,902 | 992,430 | 7,379,876 | 1,545,198 | |
Cost of revenues | 2,956,537 | 655,679 | 5,080,644 | 1,094,540 | |
Gross profit | 1,333,365 | 336,751 | 2,299,232 | 450,658 | |
General and administrative expenses | 464,718 | 608,851 | 978,177 | 1,238,209 | |
Gain (Loss) on asset dispositions and impairments, net | 0 | 0 | 0 | 0 | |
Income (loss) from operations | 868,647 | $ (272,100) | 1,321,055 | $ (787,551) | |
Accounts receivable, net | 1,764,261 | 1,764,261 | 987,475 | ||
Property, plant and equipment, net | 1,551,285 | 1,551,285 | 1,609,637 | ||
Construction in progress | 5,950 | 5,950 | 0 | ||
Intangibles, net | 1,499,444 | 1,499,444 | 1,891,667 | ||
Goodwill | 4,885,211 | 4,885,211 | 4,885,211 | ||
Land and rights of way held for development | 0 | 0 | 0 | ||
Total segment assets | $ 17,256,530 | $ 17,256,530 | $ 12,254,121 |
Segment information (Details Te
Segment information (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 615,363 | $ 504,616 | $ 1,133,377 | $ 1,007,629 |
Bulk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 976,437 | 763,490 | 1,924,126 | 1,527,037 |
Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | 1,137 | 7,639 | 2,273 | 15,277 |
Manufacturing Units [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization | $ 215,713 | $ 399,426 | $ 492,766 | $ 798,720 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | $ 2,476,262 | $ 1,888,818 | $ 5,041,523 | $ 3,654,286 |
Less: preferred stock dividends | (3,410) | (3,488) | (6,199) | (6,296) |
Net income from continuing operations available to common shares in the determination of basic earnings per common share | 2,472,852 | 1,885,330 | 5,035,324 | 3,647,990 |
Total income from discontinued operations | 0 | 299,375 | 3,621,170 | 626,432 |
Net income available to common shares in the determination of basic earnings per common share | $ 2,472,852 | $ 2,184,705 | $ 8,656,494 | $ 4,274,422 |
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) | 15,020,344 | 14,959,309 | 15,020,344 | 14,959,284 |
Weighted average number of preferred shares outstanding during the period (in shares) | 34,183 | 34,442 | 33,834 | 33,767 |
Potential dilutive effect of unexercised options and unvested stock grants | 76,251 | 123,975 | 75,893 | 123,661 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders (in shares) | 15,130,778 | 15,117,726 | 15,130,071 | 15,116,712 |
Investment in OC-BVI (Details)
Investment in OC-BVI (Details) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Current assets | $ 1,306,471 | $ 2,286,179 |
Non-current assets | 3,684,922 | 3,859,310 |
Total assets | 4,991,393 | 6,145,489 |
Current liabilities | 93,584 | 132,005 |
Non-current liabilities | 822,150 | 1,048,950 |
Total liabilities | $ 915,734 | $ 1,180,955 |
Investment in OC-BVI (Details 1
Investment in OC-BVI (Details 1) - Ocean Conversion (BVI) Ltd [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income attributable to non-controlling interests | ||||
Revenues | $ 794,382 | $ 717,434 | $ 1,554,975 | $ 1,429,637 |
Cost of revenues | 589,734 | 273,228 | 1,103,114 | 534,152 |
Gross profit | 204,648 | 444,206 | 451,861 | 895,485 |
General and administrative expenses | 238,567 | 218,421 | 424,595 | 416,924 |
Income (loss) from operations | (33,919) | 225,785 | 27,266 | 478,561 |
Other income (expense), net | (4,050) | 154,466 | (16,141) | 97,766 |
Net income (loss) | (37,969) | 380,251 | 11,125 | 576,327 |
Income attributable to non-controlling interests | 19,347 | 18,472 | 37,515 | 29,407 |
Net income (loss) attributable to controlling interests | $ (57,316) | $ 361,779 | $ (26,390) | $ 546,920 |
Investment in OC-BVI (Details 2
Investment in OC-BVI (Details 2) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Balance as of December 31, 2018 | $ 2,584,987 |
Profit-sharing and equity from (losses) of OC-BVI | (3,388) |
Distributions received from OC-BVI | (454,500) |
Balance as of June 30, 2019 | $ 2,127,099 |
Investment in OC-BVI (Details T
Investment in OC-BVI (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 43.53% | 43.53% | |||
Equity Method Investments Voting Shares Percentage | 50.00% | 50.00% | |||
Equity Method Investment, Interest In Profit Percentage | 45.00% | 45.00% | |||
Equity Method Investments | $ 2,127,099 | $ 2,127,099 | $ 2,584,987 | ||
Income (Loss) from Equity Method Investments | (24,949) | $ 157,483 | (11,488) | $ 238,076 | |
Profit Loss From Subsidiaries | 2,025 | 56,700 | 8,100 | 85,050 | |
Sales Revenue, Services, Net | 90,792 | 122,912 | 191,369 | 246,676 | |
Due from Related Parties | 78,942 | 78,942 | $ 46,746 | ||
Ocean Conversion (BVI) Ltd [Member] | |||||
Schedule of Investments [Line Items] | |||||
Income (Loss) from Equity Method Investments | $ (24,949) | $ 157,483 | $ (11,488) | $ 238,076 |
NSC and AdR project developme_2
NSC and AdR project development (Details Textual) $ / shares in Units, gal in Millions | Apr. 12, 2019MXN ($) | Feb. 28, 2018 | Aug. 22, 2016gal | Nov. 30, 2015gal | Feb. 28, 2014USD ($) | May 31, 2013USD ($)$ / shares | Nov. 30, 2012USD ($)m² | Feb. 29, 2012USD ($) | May 31, 2010gal | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2015gal | Dec. 31, 2014USD ($)ha | Feb. 26, 2019MXN ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 |
Schedule of Investments [Line Items] | ||||||||||||||||||
General and administrative expenses | $ 4,994,992 | $ 4,446,969 | $ 9,373,026 | $ 9,108,680 | ||||||||||||||
Assets, Total | 181,959,209 | 181,959,209 | $ 172,515,598 | |||||||||||||||
Liabilities, Total | $ 10,223,416 | $ 10,223,416 | 8,759,695 | |||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 43.53% | 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 MA with the option to purchase 20% of the equity of AdR. If Suez MA 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. This Agreement was scheduled to expire on June 30, 2019 but has been extended to December 31, 2019. | |||||||||||||||||
Security Deposit Liability | $ 1,000,000 | |||||||||||||||||
Loss Contingency, Damages Awarded, Value | $ 12,000 | |||||||||||||||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | Tenth Civil Judge granted EWG the opportunity to file a counter guarantee in the amount of 1,500,000 Mexican pesos to maintain the ex-parte preliminary relief granted in its favor. | |||||||||||||||||
Aguas de Rosarito S.A.P.I. de C.V [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | ||||||||||||||||
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 | $ 779,000 | $ 664,000 | $ 1,263,000 | $ 1,312,000 | ||||||||||||||
Lease Term | 20 years | |||||||||||||||||
Assets, Total | 29,100,000 | 29,100,000 | 26,200,000 | |||||||||||||||
Liabilities, Total | $ 394,000 | $ 394,000 | $ 243,000 | |||||||||||||||
Operating Leases Rent Expense Two Months | $ 30,000 | |||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | 25.00% | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||||
Area of Land | 5,000 | 20.1 | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% | ||||||||||||||||
Real Estate Held-for-sale | $ 24,200,000 | $ 24,200,000 | ||||||||||||||||
NSC Agua [Member] | Aguas de Rosarito S.A.P.I. de C.V [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Equity Method Investment, Ownership Percentage | 0.40% | 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] | ||||||||||||||||||
Total Percentage Of Ownership Interest In An Acquired Company | 99.99% | 99.99% | ||||||||||||||||
Repayment of inter-company loan payable | $ 5,700,000 | |||||||||||||||||
Total Voting Interest Percentage After Conversion Of Loan | 99.99% | |||||||||||||||||
Option Agreement Expiration Date | Feb. 7, 2014 | |||||||||||||||||
NSA [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Payments to Acquire Land | $ 20,600,000 |
Leases (Details)
Leases (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current | ||
Prepaid expenses and other current assets | $ 22,187 | |
Noncurrent | ||
Operating lease right-of-use assets | 4,590,492 | $ 0 |
Total lease right-of-use assets | 4,612,679 | |
Current | ||
Current maturities of operating leases | 647,782 | 0 |
Noncurrent | ||
Noncurrent operating leases | 4,036,684 | $ 0 |
Total lease liabilities | $ 4,684,466 | |
Operating leases | 18 years | |
Operating leases | 4.61% |
Leases (Details 1)
Leases (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease costs | $ 128,096 | $ 349,227 |
Short-term lease costs | 4,078 | 8,035 |
Total lease costs | $ 132,174 | $ 357,262 |
Leases (Details 2)
Leases (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Operating cash outflows from operating leases | $ 272,411 | $ 490,491 |
Leases (Details 3)
Leases (Details 3) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Remainder of 2019 | $ 431,220 | |
2020 | 826,206 | |
2021 | 585,694 | |
2022 | 510,474 | |
2023 | 519,902 | |
Thereafter | 3,842,294 | |
Total future lease payments | 6,715,790 | |
Less: imputed interest | (2,031,324) | |
Total lease obligations | 4,684,466 | |
Less: current obligations | (647,782) | $ 0 |
Noncurrent lease obligations | $ 4,036,684 | $ 0 |
Leases (Details Textual)
Leases (Details Textual) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019 | |
Lessee Operating Lease Expire Date | Apr. 30, 2024 | |
AdR [Member] | ||
Operating Leases, Rent Expense | $ 30,000 | |
Lessee, Operating Lease, Renewal Term | 20 years | 20 years |
Contingencies (Details Textual)
Contingencies (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Commitments And Contingencies [Line Items] | |||||
Cayman Water Retail Operations, Percentage Of Gross Profit | 53.00% | 57.00% | 55.00% | 59.00% | |
Cayman Water Retail Operations, Percentage Of Revenue | 38.00% | 41.00% | 39.00% | 42.00% | |
WSC [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Accounts Receivable, Net | $ 12.7 | $ 12.7 | $ 17.6 |