Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 0-25248 | ||
Entity Registrant Name | CONSOLIDATED WATER CO. LTD. | ||
Entity Incorporation, State or Country Code | KY | ||
Entity Tax Identification Number | 98-0619652 | ||
Entity Address, Address Line One | Regatta Office Park | ||
Entity Address, Address Line Two | Windward Three, 4th Floor, West Bay Road | ||
Entity Address, Address Line Three | P.O. Box 1114 | ||
Entity Address, City or Town | Grand Cayman | ||
Entity Address, Postal Zip Code | KY1-1102 | ||
Entity Address, Country | KY | ||
City Area Code | 345 | ||
Local Phone Number | 945-4277 | ||
Title of 12(b) Security | Common Stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | CWCO | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | West Palm Beach, Florida | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 15,267,104 | ||
Entity Central Index Key | 0000928340 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 169,038,813 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 40,358,059 | $ 43,794,150 |
Certificate of deposit | 2,500,000 | 0 |
Accounts receivable, net | 27,349,307 | 21,483,976 |
Inventory | 2,504,832 | 3,214,178 |
Prepaid expenses and other current assets | 2,558,822 | 2,412,282 |
Contract assets | 489,961 | 516,521 |
Current assets of discontinued operations | 1,173,741 | 1,511,099 |
Total current assets | 76,934,722 | 72,932,206 |
Property, plant and equipment, net | 52,946,539 | 57,687,984 |
Construction in progress | 710,863 | 440,384 |
Inventory, noncurrent | 4,733,010 | 4,506,842 |
Investment in OC-BVI | 1,715,905 | 2,092,146 |
Goodwill | 10,425,013 | 13,325,013 |
Intangible assets, net | 3,401,666 | 4,148,333 |
Operating lease right-of-use assets | 2,681,137 | 1,329,561 |
Net asset arising from put/call options | 128,000 | 0 |
Other assets | 2,204,013 | 1,926,594 |
Long-term assets of discontinued operations | 21,146,186 | 21,166,489 |
Total assets | 177,027,054 | 179,555,552 |
Current liabilities | ||
Accounts payable, accrued expenses and other current liabilities | 2,831,925 | 2,740,191 |
Accounts payable - related parties | 163,947 | 200,558 |
Accrued compensation | 1,435,542 | 1,434,106 |
Dividends payable | 1,320,572 | 1,300,022 |
Current maturities of operating leases | 592,336 | 455,788 |
Current portion of long-term debt | 62,489 | 42,211 |
Contract liabilities | 513,878 | 461,870 |
Deferred revenue | 583,646 | 115,936 |
Current liabilities of discontinued operations | 182,322 | 188,434 |
Total current liabilities | 7,686,657 | 6,939,116 |
Long-term debt, noncurrent | 152,038 | 126,338 |
Deferred tax liabilities | 1,236,723 | 1,440,809 |
Noncurrent operating leases | 2,137,394 | 982,076 |
Net liability arising from put/call options | 0 | 690,000 |
Other liabilities | 141,000 | 362,165 |
Long-term liabilities of discontinued operations | 7,819 | 2,499 |
Total liabilities | 11,361,631 | 10,543,003 |
Commitments and contingencies | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 28,635 and 31,068 shares, respectively | 17,181 | 18,641 |
Additional paid-in capital | 87,812,432 | 86,893,486 |
Retained earnings | 60,603,056 | 64,910,709 |
Total Consolidated Water Co. Ltd. stockholders' equity | 157,578,885 | 160,909,046 |
Non-controlling interests | 8,086,538 | 8,103,503 |
Total equity | 165,665,423 | 169,012,549 |
Total liabilities and equity | 177,027,054 | 179,555,552 |
Common Class A [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | 9,146,216 | 9,086,210 |
Common Class B [Member] | ||
Consolidated Water Co. Ltd. stockholders' equity | ||
Common stock value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 28,635 | 31,068 |
Redeemable preferred stock, outstanding | 28,635 | 31,068 |
Common Class A [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 | 15,243,693 | 15,143,683 |
Common stock, outstanding | 15,243,693 | 15,143,683 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.60 | $ 0.60 |
Common stock, authorized | 145,000 | 145,000 |
Common stock, issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF INCOME | ||
Revenue | $ 66,863,502 | $ 72,628,126 |
Cost of revenue (including purchases from related parties of $437,857 in 2021 and $1,349,331 in 2020) | 43,356,311 | 45,859,671 |
Gross profit | 23,507,191 | 26,768,455 |
General and administrative expenses (including purchases from related parties of $77.190 in 2021 and $0 in 2020) | 18,350,359 | 18,434,898 |
Gain (loss) on asset dispositions and impairments, net | (3,145,836) | 13,997 |
Income from operations | 2,010,996 | 8,347,554 |
Other income (expense): | ||
Interest income | 684,809 | 540,096 |
Interest expense | (10,248) | (9,669) |
Profit-sharing income from OC-BVI | 22,275 | 135,675 |
Equity in the earnings of OC-BVI | 55,984 | 371,019 |
Net unrealized gain (loss) on put/call options | 818,000 | (26,000) |
Other | 52,775 | 71,825 |
Other income, net | 1,623,595 | 1,082,946 |
Income before income taxes | 3,634,591 | 9,430,500 |
Provision (benefit) for income taxes | (447,982) | 86,724 |
Net income from continuing operations | 4,082,573 | 9,343,776 |
Income from continuing operations attributable to non-controlling interests | 632,915 | 730,005 |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 3,449,658 | 8,613,771 |
Total loss from discontinued operations | (2,574,079) | (4,902,243) |
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 875,579 | $ 3,711,528 |
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||
Continuing operations | $ 0.23 | $ 0.56 |
Discontinued operations | (0.17) | (0.32) |
Basic earnings per share | 0.06 | 0.24 |
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders | ||
Continuing operations | 0.23 | 0.56 |
Discontinued operations | (0.17) | (0.32) |
Diluted earnings per share | 0.06 | 0.24 |
Dividends declared per common and redeemable preferred shares | $ 0.34 | $ 0.34 |
Weighted average number of common shares used in the determination of: | ||
Basic earnings per share | 15,213,816 | 15,119,305 |
Diluted earnings per share | 15,310,145 | 15,223,955 |
CONSOLIDATED STATEMENTS OF IN_2
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenue. | ||
Purchases from related parties | $ 437,857 | $ 1,349,331 |
General and administrative expense | ||
Purchases from related parties | $ 77,190 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Redeemable preferred stock [Member]Preferred stock [Member] | Common stock [Member] | Additional paid-in capital [Member] | Retained earnings [Member] | Non controlling interests [Member] | Total |
Balance at Dec. 31, 2019 | $ 20,251 | $ 9,029,765 | $ 88,356,509 | $ 66,352,733 | $ 14,193,616 | $ 177,952,874 |
Balance (in shares) at Dec. 31, 2019 | 33,751 | 15,049,608 | ||||
Issuance of share capital | $ 3,674 | $ 50,766 | (54,440) | 0 | 0 | 0 |
Issuance of share capital (in shares) | 6,123 | 84,610 | ||||
Conversion of preferred stock | $ (5,679) | $ 5,679 | 0 | 0 | 0 | 0 |
Conversion of preferred stock (in shares) | (9,465) | 9,465 | ||||
Buyback of preferred stock | $ (105) | $ 0 | (1,623) | 0 | 0 | (1,728) |
Buyback of preferred stock (in shares) | (176) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | 3,711,528 | 730,005 | 4,441,533 |
Exercise of options | $ 500 | $ 0 | 9,661 | 0 | 0 | 10,161 |
Exercise of options (in shares) | 835 | 0 | ||||
Dividends declared | $ 0 | $ 0 | 0 | (5,153,552) | 0 | (5,153,552) |
Acquisition of non-controlling interests | 0 | 0 | (2,579,882) | 0 | (6,820,118) | (9,400,000) |
Stock-based compensation | 0 | 0 | 1,163,261 | 0 | 0 | 1,163,261 |
Balance at Dec. 31, 2020 | $ 18,641 | $ 9,086,210 | 86,893,486 | 64,910,709 | 8,103,503 | 169,012,549 |
Balance (in shares) at Dec. 31, 2020 | 31,068 | 15,143,683 | ||||
Issuance of share capital | $ 5,179 | $ 53,093 | (58,272) | 0 | 0 | 0 |
Issuance of share capital (in shares) | 8,632 | 88,488 | ||||
Conversion of preferred stock | $ (6,913) | $ 6,913 | 0 | 0 | 0 | 0 |
Conversion of preferred stock (in shares) | (11,522) | 11,522 | ||||
Buyback of preferred stock | $ (989) | $ 0 | (15,810) | 0 | 0 | (16,799) |
Buyback of preferred stock (in shares) | (1,649) | 0 | ||||
Net income | $ 0 | $ 0 | 0 | 875,579 | 632,915 | 1,508,494 |
Exercise of options | $ 1,263 | $ 0 | 15,796 | 0 | 0 | $ 17,059 |
Exercise of options (in shares) | 2,106 | 0 | 2,106 | |||
Dividends declared | $ 0 | $ 0 | 0 | (5,183,232) | (649,880) | $ (5,833,112) |
Stock-based compensation | 0 | 0 | 977,232 | 0 | 0 | 977,232 |
Balance at Dec. 31, 2021 | $ 17,181 | $ 9,146,216 | $ 87,812,432 | $ 60,603,056 | $ 8,086,538 | $ 165,665,423 |
Balance (in shares) at Dec. 31, 2021 | 28,635 | 15,243,693 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net income attributable to Consolidated Water Co. Ltd. stockholders | $ 875,579 | $ 3,711,528 |
Income from continuing operations attributable to non-controlling interests | (632,915) | (730,005) |
Net Income | 1,508,494 | 4,441,533 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Impairment loss for Mexico assets - discontinued operations | 963,540 | 3,351,842 |
Depreciation and amortization of discontinued operations | 4,545 | 4,545 |
Foreign currency transaction adjustment - discontinued operations | 53,039 | 3,528 |
Loss from discontinued operations | 1,552,955 | 1,542,328 |
Depreciation and amortization | 6,921,233 | 7,406,509 |
Deferred income tax benefit | (204,086) | (221,829) |
Provision for doubtful accounts | 0 | 129,107 |
Unrealized (gain) loss on net put/call option | (818,000) | 26,000 |
Compensation expense relating to stock and stock option grants | 977,232 | 1,163,261 |
Loss (gain) on asset dispositions and impairments, net | 245,836 | (13,997) |
Profit-sharing and equity in earnings of OC-BVI | (78,259) | (506,694) |
Distribution of earnings from OC-BVI | 454,500 | 318,150 |
Impairment of goodwill | 2,900,000 | |
Change in: | ||
Accounts receivable and contract assets | (5,878,771) | 2,541,096 |
Inventory | 293,254 | (102,551) |
Prepaid expenses and other assets | (711,615) | (629,734) |
Accounts payable(including related parties), accrued expenses and other current liabilities, and contract liabilities | (112,598) | (480,456) |
Operating lease liabilities | 48,593 | |
Deferred revenue | 467,710 | (1,700) |
Net cash provided by operating activities - continuing operations | 8,587,602 | 18,970,938 |
Net cash used in operating activities - discontinued operations | (1,621,292) | (1,635,646) |
Net cash provided by operating activities | 6,966,310 | 17,335,292 |
Cash flows from investing activities | ||
Purchase of certificate of deposit | (2,500,000) | |
Additions to property, plant and equipment and construction in progress | (1,490,012) | (1,728,393) |
Proceeds from asset dispositions | 45,560 | 8,638 |
Net cash used in investing activities | (3,944,452) | (11,119,755) |
Cash flows from financing activities | ||
Dividends paid to common shareholders | (5,151,667) | (5,133,727) |
Dividends paid to preferred shareholders | (11,015) | (11,990) |
Dividends paid to non-controlling interests | (649,880) | |
Repurchase of redeemable preferred stock | (16,799) | (1,728) |
Proceeds received from exercise of stock options | 17,059 | 10,161 |
Principal repayments on long-term debt | (49,729) | (32,642) |
Net cash used in financing activities | (5,862,031) | (5,169,926) |
Net (decrease) increase in cash and cash equivalents | (2,840,173) | 1,045,611 |
Cash and cash equivalents at beginning of period | 43,794,150 | 42,071,083 |
Cash and cash equivalents at beginning of period - discontinued operations | 154,130 | 831,586 |
Less: cash and cash equivalents at end of period - discontinued operations | (750,048) | (154,130) |
Cash and cash equivalents at end of period | 40,358,059 | 43,794,150 |
Non-cash transactions: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,852,608 | 299,992 |
Purchase of equipment through issuance of long-term debt | 95,707 | 122,292 |
Aerex | ||
Cash flows from investing activities | ||
Purchase of non-controlling interest in PERC | 0 | (8,500,000) |
PERC Water Corporation | ||
Cash flows from investing activities | ||
Purchase of non-controlling interest in PERC | $ 0 | $ (900,000) |
Principal activity
Principal activity | 12 Months Ended |
Dec. 31, 2021 | |
Principal activity | |
Principal activity | 1. Principal activity Consolidated Water Co. Ltd. and its subsidiaries (collectively, the “Company”) supply potable water, treat water for reuse and provide water-related products and services to customers in the Cayman Islands, The Bahamas, the United States and the British Virgin Islands. 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 Company designs, builds and sells water production and water treatment infrastructure and manages water infrastructure for commercial and governmental customers. The Company also manufactures a wide range of specialized and custom water industry related products and provides design, engineering, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. |
Accounting policies
Accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting policies | |
Accounting policies | 2. Accounting policies Basis of preparation: Use of estimates: Basis of consolidation: On January 24, 2020, as a result of CW-Holdings' exercise of a call option, CW-Holdings purchased the remaining 49% ownership interest in Aerex for $8,500,000 in cash. After giving effect to this purchase, CW-Holdings owns 100% of the outstanding capital stock of Aerex. On August 11, 2020, CW-Holdings purchased an additional 10% of the ownership of PERC for $900,000 , increasing its ownership of this subsidiary to 61% . Foreign currency: Cash and cash equivalents: include $7.4 million and $8.5 million, respectively, of certificates of deposits with an original maturity of three months or less. As of December 31, 2021, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $7.8 million. As of December 31, 2021, the Company held cash in foreign bank accounts of approximately $33.1 million, which includes a $2.5 million certificate of deposit with an original maturity of six months. 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 December 31, 2021, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $6.4 million. Accounts receivable and allowance for doubtful accounts: Trade accounts receivable also represent our unconditional right, subject only to the passage of time, to receive consideration arising from our performance under contracts with customers. Trade accounts receivable include amounts billed and billable on construction contracts, service and maintenance contracts and contracts for the sale of goods. Billed contract receivables have been invoiced to customers based on contracted amounts. Inventory: Contract assets and liabilities : Billing practices for the Company’s contracts are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the direct inputs method of accounting. Contract assets, which include costs and estimated earnings in excess of billings on uncompleted contracts, arise when the Company recognizes revenue for services performed under its construction and manufacturing contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. Contract liabilities, which include billings in excess of costs and estimated earnings on uncompleted contracts, represent the Company's obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered The Company considers retention that is withheld on progress billings as not creating an unconditional right to payment until contractual milestones are reached (typically substantial completion). Accordingly, withheld retention is considered a component of contracts assets and liabilities until finally billed to the customer, when obligations have been satisfied and the right to receipt is subject only to the passage of time. The Company’s contract assets and liabilities are reported in a net asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets and liabilities related to construction and manufacturing contracts in current assets and current liabilities as they will be liquidated in the normal course of contract completion, although this may require more than one year. Property, plant and equipment, net: Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. Additions to construction in progress are comprised of the cost of the contracted services, direct labor and materials. Interest costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial amount of time to be ready for their intended use, are added to the cost of those assets until such time as the assets are substantially ready for use. No interest was capitalized during the years ended December 31, 2021 or 2020. Long-lived assets: Goodwill and intangible assets: For the years ended December 31, 2021 and 2020, the Company estimated the fair value of its reporting units by applying the discounted cash flow method, which relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of each analysis. The Company also estimated the fair value of each of it reporting units for the years ended December 31, 2021 and 2020 by applying the guideline public company method. The Company weighted the fair values estimated for each of its reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings the Company applied to each method for the years ended December 31, 2021 and 2020 were 80% to the discounted cash flow method and 20% to the guideline public company method. The fair values the Company estimated for its retail, bulk, services and manufacturing reporting units exceeded their carrying amounts by 32%, 51%, 15%, and 15% respectively, as of December 31, 2021. The fair values the Company estimated for its retail, bulk, and services reporting units exceeded their carrying amounts by 101%, 49% and 17%, respectively, as of December 31, 2020. While the fair value the Company estimated for its manufacturing reporting unit exceeded its carrying value by 31% as of December 31, 2020, due to new information the Company obtained in 2021, the Company was required to record an impairment loss for its manufacturing reporting unit’s goodwill in 2021, as discussed in paragraphs that follow. Approximately 80% of Aerex’s revenue, and 89% of Aerex’s gross profit, for the year ended December 31, 2020 were generated from sales to one customer. While Aerex sells various products to this customer, Aerex’s revenue from this customer has historically been derived primarily from one specialized product. In October 2020, this customer informed Aerex that, for inventory management purposes, it was suspending its purchases of the specialized product from Aerex following 2020 for a period of approximately one year. This customer informed Aerex at that time that it expected to recommence its purchases of the specialized product from Aerex beginning with the first quarter of 2022. As a result of this anticipated loss of revenue for Aerex, the Company updated its projections for its manufacturing reporting unit’s future cash flows. Such projections assumed, in part, that Aerex’s major customer would recommence its purchases from Aerex in 2022 but at a reduced aggregate amount, as compared to 2020. Based upon these updated projections, the Company tested its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. As a result of these impairment tests, the Company determined that the estimated fair value of its manufacturing reporting unit exceeded its carrying value by approximately 31% as of December 31, 2020. In late July 2021, this former major customer communicated to Aerex that it expected to recommence its purchases of the specialized product from Aerex in 2022 and subsequent years, but informed Aerex that such purchases would be at substantially reduced annual amounts, as compared to the amounts it had purchased from Aerex in 2020 and prior years. The Company’s updated sales estimate for this customer based on this new information was substantially below the sales the Company anticipated to this customer for 2022 and subsequent years that the Company used in the discounted cash flow projections the Company prepared for purposes of testing its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. Aerex’s efforts to replace the revenue previously generated from this customer with revenue from existing and new customers have been adversely impacted by continuing negative economic conditions, which have increased Aerex’s raw material costs, resulted in raw material shortages and extended delivery times for such materials and, the Company believes, also adversely affected the overall financial condition of Aerex’s current and prospective customer base. Accordingly, in light of this new information from Aerex’s former major customer, and present weak economic conditions that the Company believes will continue into 2022, the Company updated its projections of future cash flows for the manufacturing reporting unit and tested its goodwill for possible impairment as of June 30, 2021 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. Based upon this testing, the Company determined that the carrying value of its manufacturing reporting unit exceeded its fair value by $2.9 million, and the Company recorded an impairment loss to reduce its manufacturing reporting unit’s goodwill by this amount for the three months ended June 30, 2021. Based upon its most recent estimation prepared as of December 31, 2021, the fair value of the Company’s manufacturing reporting unit exceeded its carrying value by only 15%. If the Company determines in the future that Aerex’s discounted future cash inflows will be less than its present expectation, the Company may be required to record additional impairment losses to reduce the remaining carrying values as of December 31, 2021 of its manufacturing reporting unit’s goodwill of $1,985,211 and its remaining unamortized intangible assets balances of $847,778 recorded as a result of the acquisition of Aerex. Any such impairment losses could have a material adverse impact on the Company’s consolidated results of operations. Based upon its most recent estimation prepared as of December 31, 2021, the fair value of the Company’s services reporting unit exceeded its carrying value by only 15%. If the Company determines in the future that PERC’s discounted future cash inflows will be less than its present expectation, the Company may be required to record impairment losses to reduce the carrying values as of December 31, 2021 of its services reporting unit’s goodwill of $5,320,416 and its remaining unamortized intangible assets balances of $2,553,888 recorded as a result of the acquisition of PERC. Any such impairment losses could have a material adverse impact on the Company’s consolidated results of operations. Investments: Other assets: Income taxes: The Company is not presently subject to income taxes in the other countries in which it operates. Revenue recognition: The following table presents the Company’s revenue disaggregated by revenue source. Year Ended December 31, 2021 2020 Retail revenue $ 22,104,953 $ 22,952,370 Bulk revenue 26,800,869 24,312,546 Services revenue 13,884,857 12,937,859 Manufacturing revenue 4,072,823 12,425,351 Total revenue $ 66,863,502 $ 72,628,126 Retail revenue 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 areas on Grand Cayman Island. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 45 days The Company recognizes revenue from water sales at the time water is supplied to the customer’s premises. 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. The Company has elected the “right to invoice” practical expedient for revenue recognition on its retail water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. Bulk revenue 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 two 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, under two agreements with 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. CW-Bahamas also sold water to a private resort on Bimini through December 18, 2020, which generated revenue of approximately $127,000 for the year ended December 31, 2020. 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 revenue The Company provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands. The Company also designs, builds, sells, operates and manages water, wastewater and water reuse infrastructure through PERC. All of PERC's customers are companies or governmental entities located in the U.S. The Company, through Aerex, is a custom and specialty manufacturer of water treatment-related systems and products applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies. The Company generates construction and services revenue from DesalCo and PERC, and generates manufacturing revenue from Aerex. The Company recognizes revenue for its construction and its specialized/custom manufacturing contracts The Company has elected the “right to invoice” practical expedient for revenue recognition on its services agreements and recognizes revenue in the amount to which the Company has a right to invoice. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Comparative amounts: |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. Cash and cash equivalents Cash and cash equivalents are not restricted by the terms of the Company’s bank accounts as to withdrawal or use. As of December 31, 2021 and 2020, the equivalent United States dollars of the Company’s cash and cash equivalents, including those accounts denominated in currencies other than the U.S. dollar, are as follows: December 31, 2021 2020 Bank accounts: United States dollar $ 15,888,445 $ 14,001,264 Cayman Islands dollar 12,784,358 5,650,874 Bahamian dollar 3,944,208 14,863,287 Bermudian dollar 2,832 2,832 32,619,843 34,518,257 Short term deposits: United States dollar 5,324,258 5,796,582 Cayman Islands dollar 2,413,958 2,413,547 Bahamian dollar — 1,065,764 7,738,216 9,275,893 Total cash and cash equivalents $ 40,358,059 $ 43,794,150 Transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of the Bahamas. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable, net. | |
Accounts receivable, net | 4. Accounts receivable, net December 31, 2021 2020 Trade accounts receivable $ 27,409,029 $ 21,422,782 Receivable from OC-BVI 40,877 62,171 Other accounts receivable 180,262 269,133 27,630,168 21,754,086 Allowance for doubtful accounts (280,861) (270,110) Accounts receivable, net $ 27,349,307 $ 21,483,976 The activity for the allowance for doubtful accounts consisted of: December 31, 2021 2020 Opening allowance for doubtful accounts $ 270,110 $ 142,236 Provision for doubtful accounts — 129,107 Accounts written off during the year — (1,233) Recovery of accounts written off 10,751 — Ending allowance for doubtful accounts $ 280,861 $ 270,110 Significant concentrations of credit risk are disclosed in Note 18. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Inventory | 5. Inventory December 31, 2021 2020 Water stock $ 34,587 $ 27,938 Consumables stock 138,547 105,540 Spare parts stock 7,064,708 7,587,542 Total inventory 7,237,842 7,721,020 Less current portion 2,504,832 3,214,178 Inventory (non-current) $ 4,733,010 $ 4,506,842 |
Contracts in progress
Contracts in progress | 12 Months Ended |
Dec. 31, 2021 | |
Contracts in progress | |
Contracts in progress | 6. Contracts in progress Revenue recognized and amounts billed on contracts in progress are summarized as follows: December 31, 2021 2020 Revenue recognized to date on contracts in progress $ 6,109,396 $ 17,534,449 Amounts billed to date on contracts in progress (6,370,855) (17,791,928) Retainage 237,542 312,130 Net contract asset (liability) $ (23,917) $ 54,651 The above net balances are reflected in the accompanying consolidated balance sheet as follows: December 31, 2021 2020 Contract assets $ 489,961 $ 516,521 Contract liabilities (513,878) (461,870) Net contract asset (liability) $ (23,917) $ 54,651 As of December 31, 2021 December 31, 2022 thereafter |
Property, plant and equipment a
Property, plant and equipment and construction in progress | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment and construction in progress | |
Property, plant and equipment and construction in progress | 7. Property, plant and equipment and construction in progress December 31, 2021 2020 Land $ 3,316,537 $ 3,566,537 Buildings 23,255,925 23,250,843 Plant and equipment 64,324,377 63,734,860 Distribution system 39,780,272 39,149,063 Office furniture, fixtures and equipment 3,051,814 3,083,811 Vehicles 2,079,874 1,999,463 Leasehold improvements 287,980 274,230 Lab equipment 12,456 12,456 136,109,235 135,071,263 Less accumulated depreciation 83,162,696 77,383,279 Property, plant and equipment, net $ 52,946,539 $ 57,687,984 Construction in progress $ 710,863 $ 440,384 As of December 31, 2021, the Company had outstanding capital commitments of approximately $2.7 million. The Company maintains insurance for loss or damage to all fixed assets that it deems susceptible to loss. During the years ended December 31, 2021 and 2020, $644,224 and $1,653,501, respectively, of construction in progress was placed in service. Depreciation expense was $5,995,213 and $6,335,489 for the years ended December 31, 2021 and 2020, respectively. |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued operations. | |
Discontinued operations | 8. Discontinued operations Mexico project development In 2010, the Company began the pursuit, through its Netherlands subsidiary, Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), and its Mexico subsidiary, N.S.C. Agua, S.A. de C.V. (“NSC”), of a project (the “Project”) that 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. Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $21.1 million on which the proposed Project’s plant was to be constructed. Following an assessment by the State of Baja, California (the “State”) of the need for such a desalination plant and the passage of enabling legislation in November 2015, the State officially commenced the required public tender for the Project. A consortium (the “Consortium”) comprised of NSC, Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., and NuWater S.A.P.I. de C.V. (“NuWater”) 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. In August 2016, NSC and NuWater incorporated a new company under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”) to pursue completion of 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 operation and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operation. NSC initially owned 99.6% of the equity of AdR. In February 2018, CW-Holdings acquired the remaining 0.4% ownership in AdR from NuWater. On August 22, 2016, the Public Private Partnership Agreement for the Project (the “APP Contract”) was executed between AdR, the State Water Commission of Baja California (“CEA”), the Government of Baja California as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract required 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 was to be operational within 36 months of commencing construction and the second phase was to be operational by July 2024. The APP Contract further required 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, ownership of the plant and aqueduct would have been transferred to CEA. The APP Contract was subsequently amended by the parties in June 2018 to increase the scope of Phase 1 and to allow for changes in the water tariff due to the changes in the exchange rate for the peso, interest rates and construction costs that had and would occur from the date the APP Contract was signed to the date construction commenced. On June 29, 2020, AdR received a letter (the “Letter”) from the Director General of CEA and the Director General of CESPT terminating the APP Contract. The Letter requested that AdR provide an inventory of the assets that currently comprise the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR in connection with the Project, with such reimbursement to be calculated in accordance with the terms of the APP Contract. The applicable law requires this list of non-recoverable expenses made by AdR in connection with the Project be submitted to CEA and CESPT within 20 business days from the date of receipt of the Letter. AdR initiated an amparo claim before a federal district court in Tijuana, Baja California, to challenge the provision of the applicable law requiring submittal of the list of non-recoverable expenses within the 20 business days term, as AdR considered such term to be unreasonably short due to the magnitude of the Project and the scope of supporting documentation required to be provided with respect to the non-recoverable expenses. AdR obtained an initial provisional suspension of the lapsing of such 20-day term from the court, and on August 10, 2020 the court made such suspension definitive until the completion of the amparo trial. As such, the 20-day term for filing the list of non-recoverable expenses was suspended. Therefore, on August 28, 2020, AdR submitted their list of non-recoverable expenses, including those of NSC, to CEA and CESPT which was comprised of 51,144,525 United States dollars and an additional 137,333,114 Mexican pesos. In February 2021, AdR withdrew this amparo claim, and such withdrawal was accepted by the federal district court in Tijuana. To date, AdR has not received a response from CEA or CESPT to its submission of non-recoverable expenses. The Company believes CW-Cooperatief, as a Netherlands company, has certain rights relating to its investments in NSC and AdR under the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the United Mexican States On February 9, 2022, CW-Cooperatief, filed a Request for Arbitration with the International Centre for Settlement of International Disputes requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$51 million plus MXN$137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest. CW-Cooperatief intends to pursue vigorously the relief sought in the arbitration, in addition to pursuing all other legal remedies and courses of action available under the operative contracts and applicable law with respect to their rights, damages, fees and expenses. The Company cannot provide any assurances that CW-Cooperatief will be able to obtain the relief sought in the arbitration, and CW-Cooperatief will incur legal and other arbitration-related expenses that the Company expects will be material to its consolidated results of operations and cash flows. The Company cannot provide any assurances that it will be able to obtain reimbursement for any expenses or investments made with respect to the Project. As a result of the cancellation of the APP Contract, in 2020 the Company discontinued all development activities associated with the Project and commenced active marketing efforts to sell the land NSC purchased for the Project. Accordingly, the assets and liabilities of CW-Cooperatief, NSC and AdR, as well as all Project development expenses, the impairment loss of approximately ($3.0 million) recorded during 2020 for Project assets, and the costs for legal and administrative activities to pursue reimbursement from the State of Baja California following the cancellation of the APP Contract, have been reclassified from the services segment to discontinued operations in the accompanying consolidated financial statements. The Company’s net losses from discontinued operations for the years ended December 31, 2021 and 2020 were ($2,574,079) and ($4,902,243), respectively. The Company’s net loss from discontinued operations for 2021 and 2020 also includes provisions of $963,540 and $316,217, respectively, for potentially uncollectible value added taxes paid that are reimbursable/receivable from the Mexican federal government. The Company recorded the 2021 provision as a result of the Mexican government’s rejection of its most recent request for repayment of these value added taxes paid. The Company believes it is legally entitled to be repaid for these value added taxes and has engaged a firm to assist it in collecting these amounts from the Mexican government. However, the Company ultimately may not be able to obtain such payment from the Mexican government and therefore may be required in the future to record another provision to write off the remaining balance of these receivables, which amounted to $340,910 as of December 31, 2021. Summarized financial information for the discontinued Mexico project development operation is as follows: December 31, 2021 2020 Cash $ 750,048 $ 154,130 Prepaid expenses and other current assets 82,783 88,978 Value added taxes receivable 340,910 1,267,991 Property, plant and equipment, net — 5,682 Land 21,126,898 21,126,898 Other assets 19,288 33,909 Total assets of discontinued operations $ 22,319,927 $ 22,677,588 Total liabilities of discontinued operations $ 190,141 $ 190,933 Year Ended December 31, 2021 2020 Revenue $ — $ — Income from operations $ — $ — Net loss from discontinued operations $ 2,574,079 $ 4,902,243 Depreciation expense $ 4,545 $ 4,545 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) CW-Cooperatief did not exercise its share purchase option by February 7, 2014. CW- Cooperatief 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 the ordinary mercantile claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99% as a consequence of the Option Agreement. EWG requested that the court, as a preliminary matter (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 “Rosarito” water desalination project, including the registration of the pendency of the lawsuit in certain public records. On October 16, 2018, NSC was served with the ordinary mercantile 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 (which was resolved in December 2019, and ordered the revocation of the order of the Tenth Civil Judge granting EWG the preliminary relief), and (iii) a request for the setting of a guarantee to release the preliminary relief granted in favor of EWG. On October 1, 2020 and following an order from a Federal Judge obtained by NSC, the Tenth Civil Judge resolved to (i) move the claim of EWG to arbitration, and (ii) suspend the corresponding ordinary mercantile procedure. EWG challenged such resolution, arguing that its notification was not lawful. The Tenth Civil Judge dismissed such challenge, and thereafter EWG filed a remedy against such dismissal. NSC appeared before the court to vigorously oppose such remedy, which has been dismissed. To date, the referral to arbitration has not occurred and, as such, the procedure is currently suspended. Notwithstanding the resolution of the Tenth Civil Judge to move to arbitration, subparagraphs a) and b) that follow describe certain separate amparo claims, and appeal remedies arising from or relating to such ordinary mercantile claim and amparo claims, all in chronological order. Due to the global COVID-19 pandemic, most tribunals in Mexico suspended their activities intermittently since March 2020, with certain such tribunals partially restarting on different dates and with different special rules. As such, several resolutions are pending issuance. a) Amparo filed by EWG against a resolution of the Tenth Civil Judge. In July 2021, EWG filed an amparo claim against the resolution of the Tenth Civil Judge dismissing the remedy filed by EWG against the October 1, 2020 Within this amparo claim, the Third District Court in Tijuana granted a suspension in favor of EWG, merely for the effect of holding in place the referral to arbitration subject matter of the October 1, 2020 resolution mentioned above. Such suspension was conditioned on the posting by EWG of a guarantee in the amount of 50,000 Mexican pesos, which has not been posted. Regardless of the effects of the suspension and the lack of the posting of a guarantee, NSC has filed an appeal remedy against its granting. To date, and following a final hearing that took place in March 2022, a resolution to this claim is pending issuance. b) Appeal filed by NSC against the suspension granted in favor of EWG. The appeal remedy mentioned in the second paragraph of item a) immediately above was admitted by the superior court on October 18, 2021 and has yet to be resolved. Notwithstanding the resolution to move to arbitration mentioned previously, CW-Cooperatief has not been officially served with the ordinary mercantile claim, and AdR has not been notified that it has to appear for such trial. In any event, AdR is only a named third party called to trial in this claim, and no claims have been made by EWG against AdR. The Company cannot presently determine what impact the resolution of this litigation may have on its consolidated financial condition, results of operations or cash flows. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Intangible assets | 9. Intangible assets The Company’s purchase transactions for Aerex and PERC identified certain intangible assets. The remaining intangible assets and their respective useful lives are as follows: non-compete agreements ( 3 5 years 15 years The costs and accumulated amortization for these assets were as follows: December 31, 2021 2020 Cost Non-compete agreements $ 530,000 $ 530,000 Trade names 2,700,000 2,700,000 Customer backlogs 360,000 360,000 Facility management contracts 2,200,000 2,200,000 5,790,000 5,790,000 Accumulated amortization Non-compete agreements (493,889) (443,889) Trade names (740,000) (560,000) Customer backlogs (360,000) (210,000) Facility management contracts (794,445) (427,778) (2,388,334) (1,641,667) Intangible assets, net $ 3,401,666 $ 4,148,333 Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: 2022 $ 582,778 2023 546,667 2024 546,667 2025 485,554 2026 180,000 Thereafter 1,060,000 $ 3,401,666 Amortization expense was $746,667 and $891,667 for the years ended December 31, 2021 and 2020, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 10. Leases The Company leases property and equipment under operating leases, primarily office and warehouse locations. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of the lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of the lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the Company’s current leases 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 the lease commencement. 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 expensed on a straight-line basis over the lease term. The land used by the Company to operate its seawater desalination plants in the Cayman Islands and The Bahamas is owned by the Company or leased to the Company for immaterial annual amounts and are not included in the lease amounts presented in the consolidated balance sheets. All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the consolidated balance sheet date. Effective March 9, 2021, the Company entered into a new office lease for the existing office located in Coral Springs, Florida under similar terms compared to the prior lease. This new lease expires, including all renewal options, on March 8, 2031. Lease assets and liabilities The following table presents the lease-related assets and liabilities and their respective classification on the consolidated balance sheets: December 31, 2021 2020 ASSETS Current Prepaid expenses and other current assets $ — $ 108,303 Current assets of discontinued operations 2,654 — Noncurrent Operating lease right-of-use assets 2,681,137 1,329,561 Long-term assets of discontinued operations 16,898 33,909 Total lease right-of-use assets $ 2,700,689 $ 1,471,773 LIABILITIES Current Current maturities of operating leases $ 592,336 $ 455,788 Current liabilities of discontinued operations 11,195 29,432 Noncurrent Noncurrent operating leases 2,137,394 982,076 Noncurrent liabilities of discontinued operations 7,819 2,499 Total lease liabilities $ 2,748,744 $ 1,469,795 Weighted average remaining lease term: Operating leases 7.0 years 3.4 years Operating leases - discontinued operations 1.6 years 1.1 years Weighted average discount rate: Operating leases 5.03% 4.15% Operating leases - discontinued operations 4.77% 3.48% The components of lease cost were as follows: Year Ended December 31, 2021 2020 Operating lease costs $ 656,130 $ 773,756 Short-term lease costs 79,606 5,518 Lease costs - discontinued operations 31,281 127,983 Total lease costs $ 767,017 $ 907,257 Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of liabilities: Operating cash outflows for operating leases $ 710,024 $ 708,095 Operating cash outflows for operating leases - discontinued operations 38,246 127,153 Future lease payments relating to the Company's operating lease liabilities from continuing operations as of December 31, 2021 were as follows: Years ending December 31, Total 2022 $ 665,817 2023 643,234 2024 390,629 2025 268,056 2026 227,541 Thereafter 1,025,239 Total future lease payments 3,220,516 Less: imputed interest (490,786) Total lease obligations 2,729,730 Less: current obligations (592,336) Noncurrent lease obligations $ 2,137,394 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Income taxes | 11. Income taxes The components of income before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Foreign (not subject to income taxes) $ 5,780,692 $ 6,475,693 Mexico (1,767,915) (4,903,988) United States (2,952,265) 2,956,552 1,060,512 4,528,257 Less discontinued operations 2,574,079 4,902,243 $ 3,634,591 $ 9,430,500 The Company’s provision (benefit) for income taxes for the years ended December 31, 2021 and 2020, which related to U.S. operations, consisted of the following: Year Ended December 31, 2021 2020 Current: Federal $ 202,444 $ 191,322 State (895) 87,630 Foreign — — Total 201,549 278,952 Deferred: Federal (524,733) (132,957) State (124,798) (59,271) Foreign — — Total (649,531) (192,228) Total provision (benefit) $ (447,982) $ 86,724 A reconciliation of the U.S. statutory federal tax rate to the effective rate for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 U.S. statutory federal rate 21.00 % 21.00 % State taxes, net of federal effect 2.72 % 4.00 % Nontaxable foreign income (43.36) % (17.28) % Research & development tax credit (7.39) % (11.73) % Permanent items (6.26) % (0.67) % Goodwill impairment 20.31 % — % Valuation allowance for deferred tax assets 0.65 % 5.60 % (12.33) % 0.92 % The tax effects of significant items comprising the Company’s net long-term deferred tax liability as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Continuing Operations Deferred tax assets: Research & development tax credits $ 398,413 $ 613,003 Loss carry forward 300,545 — Accrued compensation 112,446 110,092 Valuation allowances (139,207) (496,343) 672,197 226,752 Deferred tax liabilities: Property and equipment 254,301 252,800 Intangible assets 982,422 1,188,009 1,236,723 1,440,809 Net deferred tax liability $ 564,526 $ 1,214,057 Discontinued Operations Deferred tax assets: Operating loss carryforwards - Mexico $ 4,230,398 $ 4,296,453 Land basis difference - Mexico 1,602,470 1,262,159 Start-up costs - Mexico 4,693,395 4,904,337 Valuation allowances (10,526,263) (10,462,949) $ — $ — As of December 31, 2021, continuing operations has a federal net loss carryforward of $1.2 million and a state net loss carryforward of $1.1 million, both of which have an indefinite expiration date. Discontinued operations has a net loss carryforward of $14.1 million that will begin to expire, if unused, in various amounts between 2022 and 2041. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Earnings per share | 12. Earnings per share Earnings per share (“EPS”) is computed on a basic and diluted basis. Basic EPS is computed by dividing net income (loss) (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive, the effect of stock options as computed under the treasury stock method. The following summarizes information related to the computation of basic and diluted EPS: Year Ended December 31, 2021 2020 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 3,449,658 $ 8,613,771 Less: preferred stock dividends (10,796) (11,740) Net income from continuing operations available to common shares in the determination of basic earnings per common share 3,438,862 8,602,031 Total loss from discontinued operations (2,574,079) (4,902,243) Net income available to common shares in the determination of basic earnings per common share $ 864,783 $ 3,699,788 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,213,816 15,119,305 Plus: Weighted average number of preferred shares outstanding during the period 30,348 33,814 Potential dilutive effect of unexercised options and unvested stock grants 65,981 70,836 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,310,145 15,223,955 |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2021 | |
Dividends. | |
Dividends | 13. Dividends Interim dividends declared on Class A common stock and redeemable preferred stock for each quarter of the respective years ended December 31, 2021 and 2020 were as follows: 2021 2020 First Quarter $ 0.085 $ 0.085 Second Quarter 0.085 0.085 Third Quarter 0.085 0.085 Fourth Quarter 0.085 0.085 $ 0.34 $ 0.34 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2021 | |
Segment information | |
Segment information | 14. 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 designs, constructs and sells water infrastructure and provides management and operating services to third parties. The manufacturing segment manufactures and services a wide range of custom and specialized water-related products applicable to commercial, municipal and industrial water production, supply and treatment. Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct expenses to its other three business segments. The accounting policies of the segments are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income (or loss) from operations. All intercompany transactions are eliminated for segment presentation purposes. The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins. Year Ended December 31, 2021 Retail Bulk Services Manufacturing Total Revenue $ 22,104,953 $ 26,800,869 $ 13,884,857 $ 4,072,823 $ 66,863,502 Cost of revenue 11,060,937 17,759,272 10,707,243 3,828,859 43,356,311 Gross profit 11,044,016 9,041,597 3,177,614 243,964 23,507,191 General and administrative expenses 12,841,259 1,365,735 2,762,735 1,380,630 18,350,359 Gain (loss) on asset dispositions and impairments, net (246,851) 1,500 (485) (2,900,000) (3,145,836) Income (loss) from operations $ (2,044,094) $ 7,677,362 $ 414,394 $ (4,036,666) 2,010,996 Other income, net 1,623,595 Income before income taxes 3,634,591 Benefit from income taxes (447,982) Net income from continuing operations 4,082,573 Income from continuing operations attributable to non-controlling interests 632,915 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 3,449,658 Net loss from discontinued operations (2,574,079) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 875,579 Depreciation and amortization expenses for the year ended December 31, 2021 for the retail, bulk, services and manufacturing segments were $2,517,407, $3,331,554, $782,882 and $289,390, respectively. As of December 31, 2021 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,601,619 $ 21,682,951 $ 1,698,797 $ 1,365,940 $ 27,349,307 Inventory, current and non-current $ 2,787,277 $ 3,860,808 $ — $ 589,757 $ 7,237,842 Property, plant and equipment, net $ 26,357,390 $ 24,476,936 $ 512,493 $ 1,599,720 $ 52,946,539 Construction in progress $ 617,334 $ 31,737 $ — $ 61,792 $ 710,863 Intangibles, net $ — $ — $ 2,553,888 $ 847,778 $ 3,401,666 Goodwill $ 1,170,511 $ 1,948,875 $ 5,320,416 $ 1,985,211 $ 10,425,013 Total segment assets $ 61,736,441 $ 68,723,405 $ 16,049,001 $ 8,198,280 $ 154,707,127 Assets of discontinued operations $ 22,319,927 Total assets $ 177,027,054 Year Ended December 31, 2020 Retail Bulk Services Manufacturing Total Revenue $ 22,952,370 $ 24,312,546 $ 12,937,859 $ 12,425,351 $ 72,628,126 Cost of revenue 11,080,814 16,959,563 9,698,214 8,121,080 45,859,671 Gross profit 11,871,556 7,352,983 3,239,645 4,304,271 26,768,455 General and administrative expenses 12,879,445 1,260,062 2,834,917 1,460,474 18,434,898 Gain on asset dispositions and impairments, net 2,965 7,213 3,801 18 13,997 Income (loss) from operations $ (1,004,924) $ 6,100,134 $ 408,529 $ 2,843,815 8,347,554 Other income, net 1,082,946 Income before income taxes 9,430,500 Provision for income taxes 86,724 Net income from continuing operations 9,343,776 Income from continuing operations attributable to non-controlling interests 730,005 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 Net loss from discontinued operations (4,902,243) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528 Depreciation and amortization expenses for the year ended December 31, 2020 for the retail, bulk, services and manufacturing segments were $2,388,781, $3,869,377, $762,182 and $386,169, respectively. As of December 31, 2020 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,444,455 $ 17,022,813 $ 1,420,609 $ 596,099 $ 21,483,976 Inventory, current and non-current $ 2,787,163 $ 3,795,544 $ — $ 1,138,313 $ 7,721,020 Property, plant and equipment, net $ 27,947,545 $ 27,611,567 $ 487,973 $ 1,640,899 $ 57,687,984 Construction in progress $ 305,110 $ 31,737 $ — $ 103,537 $ 440,384 Intangibles, net $ — $ — $ 3,200,555 $ 947,778 $ 4,148,333 Goodwill $ 1,170,511 $ 1,948,875 $ 5,320,416 $ 4,885,211 $ 13,325,013 Total segment assets $ 56,425,159 $ 74,771,798 $ 14,470,322 $ 11,210,685 $ 156,877,964 Assets of discontinued operations $ 22,677,588 Total assets $ 179,555,552 Revenues earned by major geographic region were: Year ended December 31, 2021 2020 Cayman Islands $ 24,935,746 $ 25,640,169 Bahamas 24,031,547 21,654,153 United States 17,489,851 24,918,527 Revenues earned from management services agreement with OC-BVI 406,358 415,277 $ 66,863,502 $ 72,628,126 Revenues earned from major customers were: Year ended December 31, 2021 2020 Revenue earned from the Water and Sewerage Corporation ("WSC") $ 24,031,547 $ 21,527,487 Percentage of consolidated revenue earned from the WSC 36% 30% Revenue earned from one manufacturing segment customer $ 406,073 $ 9,965,041 Percentage of consolidated revenue earned from the one manufacturing segment customer 1% 14% Property, plant and equipment, net by major geographic region were: December 31, 2021 2020 Cayman Islands $ 26,687,944 $ 28,474,748 The Bahamas 24,004,707 26,975,427 United States 2,253,888 2,237,809 $ 52,946,539 $ 57,687,984 |
Cost of revenues and general an
Cost of revenues and general and administrative expenses | 12 Months Ended |
Dec. 31, 2021 | |
Cost of revenues and general and administrative expenses | |
Cost of revenues and general and administrative expenses | 15. Cost of revenue and general and administrative expenses Year Ended December 31, 2021 2020 Cost of revenue consist of: Electricity $ 5,698,148 $ 5,389,361 Depreciation 5,855,073 6,202,012 Fuel oil 5,742,056 4,157,393 Employee costs 12,439,042 11,465,514 Maintenance 2,092,776 2,859,262 Retail license royalties 1,418,820 1,489,862 Insurance 1,625,862 1,491,799 Materials 1,952,764 5,786,698 Other 6,531,770 7,017,770 $ 43,356,311 $ 45,859,671 Year Ended December 31, 2021 2020 General and administrative expenses consist of: Employee costs $ 9,562,125 $ 10,086,588 Insurance 1,813,026 1,436,957 Professional fees 1,506,423 1,488,948 Directors’ fees and expenses 851,775 865,555 Depreciation 140,140 133,477 Amortization of intangible assets 746,667 891,667 Other 3,730,203 3,531,706 $ 18,350,359 $ 18,434,898 |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based compensation | |
Stock-based compensation | 16. Stock-based compensation The Company has the following stock compensation plans that form part of its employees’ and Directors’ remuneration: Employee Share Incentive Plan (Preferred Stock) Employees (i.e. other than Directors and Officers), after four $nil seven days 30 days Employee Share Option Plan (Common Stock Options) The Company has an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised is the closing market price on the grant date, which is the 40th day after the date of the Company’s Annual Shareholder Meeting. The number of options each employee is granted is equal to five times the sum of (i) the number of shares of preferred stock that employee receives for $nil consideration and (ii) the number of preferred stock options that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the thirtieth day after the fourth anniversary of the grant date. Options granted under this plan during the years ended December 31, 2021 and 2020 totaled 3,400 and 2,100, respectively. The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. 2008 Equity Incentive Plan On May 14, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan (the “2008 Plan”) and reserved 1,500,000 shares of the Company’s Class A common shares for issuance under this plan. All Directors, executives and key employees of the Company or its affiliates are eligible for participation in the 2008 Plan which provides for the issuance of options, restricted stock and stock equivalents at the discretion of the Board. Non-Executive Directors’ Share Plan This stock grant plan provides part of Directors’ remuneration. Under this plan, non-Executive Directors receive a combination of cash and common stock for their participation in Board meetings. The number of shares of common stock granted is calculated based upon the market price of the Company’s common stock on October 1 of the year preceding the grant. Common stock granted under this plan during the years ended December 31, 2021 and 2020 totaled 30,911 and 19,712 shares, respectively. The Company recognized stock-based compensation for these share grants of $319,002 and $318,991 for the years ended December 31, 2021 and 2020, respectively. The Company measures and recognizes compensation expense at fair value for all share-based payments, including stock options. Stock-based compensation for the Employee Share Incentive Plan, Employee Share Option Plan and the 2008 Equity Incentive Plan totaled $137,215 and $125,487 for the years ended December 31, 2021 and 2020, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of income. The significant weighted average assumptions for the years ended December 31, 2021 and 2020 were as follows: 2021 2020 Risk free interest rate 0.20 % 0.17 % Expected option life (years) 1.2 1.1 Expected volatility 31.92 % 51.19 % Expected dividend yield 2.87 % 2.42 % A summary of the Company’s stock option activity for the year ended December 31, 2021 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value (1) Outstanding at beginning of period 10,030 $ 12.98 Granted 12,032 9.33 Exercised (2,106) 8.10 Forfeited/expired (9,466) 9.44 Outstanding as of December 31, 2021 10,490 $ 12.98 2.30 years $ — Exercisable as of December 31, 2021 — $ — — years $ — (1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $10.64 on the Nasdaq Global Select Market on December 31, 2021, exceeds the exercise price of the option. As of December 31, 2021, 10,490 non-vested options were outstanding, with weighted average exercise price of $12.98, and average remaining contractual life of 2.30 years. The total remaining unrecognized compensation costs related to unvested stock-based arrangements were $16,554 as of December 31, 2021 and are expected to be recognized over a weighted average period of 2.30 years. As of December 31, 2021, unrecognized compensation costs relating to redeemable preferred stock rights outstanding were $147,074 and are expected to be recognized over a weighted average period of 1.17 years. The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2021 and 2020: 2021 2020 Options granted with an exercise price below market price on the date of grant: Employees — preferred stock $ 3.71 $ 2.70 Overall weighted average 3.71 2.70 Options granted with an exercise price at market price on the date of grant: Management employees $ — $ — Employees — common stock 2.89 2.45 Overall weighted average 2.89 2.45 Options granted with an exercise price above market price on the date of grant: Management employees $ — $ — Employees — preferred stock — — Overall weighted average — — Total intrinsic value of options exercised $ 7,876 $ 3,891 Executive Long-Term Incentive Compensation The Board of Directors approved changes to the long-term incentive compensation for the Company’s Executive Officers effective for 2015 and thereafter to better align the interests of its Executive Officers with those of its shareholders. The revised long-term compensation plan includes a combination of performance and non-performance-based grants of common stock from the shares of Company stock provided for issuance under the 2008 Equity Incentive Plan. The non-performance-based stock grant rights, which are issued on January 1 of each year, vest in one-third increments at the end of each year over a three-year period. The number of non-performance-based stock grant rights issued on January 1, 2021 and 2020 were 26,403 and 23,458, respectively. These stock grant rights vest in one-third increments over the three-year The performance-based grants may be earned at the end of each year based upon the Company's three-year cumulative financial performance relative to three-year cumulative financial performance targets. A total of 18,419 stock grant rights were earned as of December 31, 2021 based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2021, and the Company recognized $214,765 in stock-based compensation for the year ended December 31, 2021 related to these grants. The shares associated with these grants will be issued in 2022. A total of 31,788 stock grant rights were earned as of December 31, 2020 based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three |
Retirement benefits
Retirement benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement benefits | |
Retirement benefits | 17. Retirement benefits Retirement plans are offered to all employees in California, Florida, Cayman Islands and Bahamas. The plans are administered by third parties and are defined contribution plans pursuant to which the Company matches participating employees’ contributions up to certain amounts. The Company matches contributions of up to 5% of a maximum salary amount of $104,400 for Cayman Islands employees, fully matches all contributions made by employees in the Bahamas, and matches contributions of up to 6% of salary for Florida employees. For California employees, the Company matches contribution amounts up to 2% of the employee's salary and matches 25% of contributions above this 2% threshold, up to 10% of the employee’s salary. The Company’s expense for these plans was $584,278 and $576,096 for the years ended December 31, 2021 and 2020, respectively. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial instruments | |
Financial instruments | 18. Financial instruments Credit risk: The Company is not exposed to significant credit risk on its retail customer accounts as its policy is to cease supply of water to customers’ accounts that are more than 45 days Interest rate risk: The Company is not subject to significant interest-rate risk arising from fluctuations in interest rates. Foreign exchange risk: All relevant foreign currencies other than the Mexican peso and the euro have been fixed to the dollar for more than 20 years Fair values: As of December 31, 2021 and 2020, the carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, accrued compensation, dividends payable and other current liabilities approximate their fair values due to the short-term maturities of these instruments. Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of December 31, 2021 and 2020: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Recurring Certificate of deposit $ — $ 2,500,000 $ — $ 2,500,000 Net asset arising from put/call options — — 128,000 128,000 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ — $ — $ (690,000) $ (690,000) The activity for the Level 3 asset for the year ended December 31, 2021: Net (liability)/asset arising from put/call options Balance as of December 31, 2020 $ (690,000) Unrealized gain 818,000 Balance as of December 31, 2021 $ 128,000 Put/call options are reported at fair value as either assets or liabilities in the consolidated balance sheets. These fair values are calculated using discounted cash flow analysis valuation techniques that incorporate unobservable inputs, such as future cash flows, weighted-average cost of capital, and expected future volatility. The inputs to these valuations are considered Level 3 inputs. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and contingencies | |
Commitments and contingencies | 19. Commitments and contingencies Commitments The Company has entered into employment agreements with certain executives, which expire through December 31, 2024 and provide for, among other things, base annual salaries in an aggregate amount of approximately $3.9 million, performance bonuses and various employee benefits. The Company has purchase obligations totaling approximately $5.1 million through December 31, 2022. Contingencies COVID-19 The worldwide coronavirus (COVID-19) pandemic was formally recognized by the World Health Organization on March 11, 2020. In response to this pandemic, the governments of the countries in which the Company operates - the Cayman Islands, The Bahamas, and the United States - implemented preventative measures to slow the spread of COVID-19, measures which have had profound adverse consequences for the economies of those countries. Tourism, a major economic driver for the Cayman Islands, temporarily ceased due to closing of the country to tourist arrivals by air and sea travel and has yet to return to pre-pandemic levels. Tourist arrivals to The Bahamas by air and sea also declined significantly due to the pandemic and continue to be less than pre-pandemic numbers due to the continued reluctance of people to travel internationally. Overall economic activity in the United States has also declined. As a result of the impact of the COVID-19 pandemic on the economies of the countries in which the Company operates, the Company has experienced, and could continue to experience, decreases in consolidated revenue, cash flows generated from operations, net income and overall liquidity as compared to pre-pandemic periods. Furthermore, the prolonged extension of the economic downturn created by the COVID-19 pandemic could further adversely affect the markets for the Company’s products and services. Such adverse market effects could further adversely impact the Company’s expected future cash flows from its four reporting units and could require the Company to record impairment losses to reduce the carrying values of one or more of these reporting units due to a decline in their fair values. Although the Company cannot presently quantify the future financial impacts of the COVID-19 pandemic, such impacts will likely continue to have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows. Given the uncertainty associated with the resolution of this pandemic, the Company cannot presently determine how long such adverse financial impacts may last. Cayman Water The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Although the 1990 license was not expressly extended after January 2018, the Company continues to supply water under the terms of the 1990 license, as further discussed in the following paragraph. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman Island: Seven Mile Beach and West Bay. In 2021 and 2020, the Company generated approximately 33% and 32%, respectively, of its consolidated revenue and 47% and 44%, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license. The 1990 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 express extension of the 1990 license expired on January 31, 2018. The Company continues to operate under the terms of the 1990 license, providing water services to the level and quality specified in the 1990 license and in accordance with its understanding of its legal obligations, treating those obligations set forth in the 1990 license as operative notwithstanding the expiration of the express extension. The Company continues to pay the royalty required under the 1990 license. 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 the economic regulation of the water utility sector and the negotiations with the Company for a new retail license from the WAC to OfReg in May 2017. The Company began license negotiations with OfReg in July 2017 and such negotiations are ongoing. 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’s 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 consolidated financial condition and results of operations. CW-Bahamas CW-Bahamas’ accounts receivable balances (including accrued interest) due from the WSC amounted to $21.5 million and $16.8 million as of December 31, 2021 and 2020. From time to time (including presently), 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, including accrued interest thereon, 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 December 31, 2021, the Company has not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC. The Bahamas government and the WSC continue to make intermittent payments on these accounts receivable, and such payments amounted to approximately $22.9 million for the year ended December 31, 2021. 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; (ii) the Company may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) the Company may be required to provide an allowance for doubtful accounts for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related party transactions | |
Related party transactions | 20. Related party transactions The Company, through PERC and the services segment, purchases engineering and technology support services from various companies with a minority shareholder who is also a minority shareholder of PERC. During the years ended December 31, 2021 and 2020, the Company made total purchases of services of approximately $438,000 and $1,349,000 from these companies, respectively. These total purchases are included in the Company’s cost of revenue in the accompanying consolidated statements of income On February 1, 2021, PERC entered into a sublease agreement with a related company commencing March 14, 2021 and ending August 31, 2021. This lease has been extended on a month-to-month basis subsequent to August 31, 2021. During the year ended December 31, 2021, the Company recognized approximately $77,000 of expense related to this lease. This lease amount is included in the Company's general and administrative expenses in the accompanying consolidated statements of income. The total amount of accounts payable outstanding to these companies as of December 31, 2021 and 2020, was approximately $164,000 and $201,000, respectively. |
Supplemental disclosure of cash
Supplemental disclosure of cash flow information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental disclosure of cash flow information | |
Supplemental disclosure of cash flow information | 21. Supplemental disclosure of cash flow information Year Ended December 31, 2021 2020 Interest paid in cash $ 10,248 $ 9,669 Non-cash transactions: Dividends declared but not paid $ 1,298,148 $ 1,289,854 Transfers from inventory to property, plant and equipment and construction in progress $ 189,924 $ 73,464 Transfers from construction in progress to property, plant and equipment $ 644,224 $ 1,653,501 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,852,608 $ 299,992 Purchases of equipment through issuance of long-term debt $ 95,707 $ 122,292 |
Impact of recent accounting sta
Impact of recent accounting standards | 12 Months Ended |
Dec. 31, 2021 | |
Impact of recent accounting standards | |
Impact of recent accounting standards | 22. Impact of recent accounting standards Adoption of New Accounting Standards: None. Effect of newly issued but not yet effective accounting standards: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements, however the adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent events | |
Subsequent events | 23. Subsequent events The Company evaluated subsequent events through the time of the filing of its Annual Report on Form 10-K. Other than as disclosed in these consolidated financial statements, the Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements. |
Accounting policies (Policies)
Accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting policies | |
Basis of preparation | Basis of preparation: |
Use of estimates | Use of estimates: |
Basis of consolidation | Basis of consolidation: On January 24, 2020, as a result of CW-Holdings' exercise of a call option, CW-Holdings purchased the remaining 49% ownership interest in Aerex for $8,500,000 in cash. After giving effect to this purchase, CW-Holdings owns 100% of the outstanding capital stock of Aerex. On August 11, 2020, CW-Holdings purchased an additional 10% of the ownership of PERC for $900,000 , increasing its ownership of this subsidiary to 61% . |
Foreign currency | Foreign currency: |
Cash and cash equivalents | Cash and cash equivalents: include $7.4 million and $8.5 million, respectively, of certificates of deposits with an original maturity of three months or less. As of December 31, 2021, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $7.8 million. As of December 31, 2021, the Company held cash in foreign bank accounts of approximately $33.1 million, which includes a $2.5 million certificate of deposit with an original maturity of six months. 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 December 31, 2021, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $6.4 million. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts: Trade accounts receivable also represent our unconditional right, subject only to the passage of time, to receive consideration arising from our performance under contracts with customers. Trade accounts receivable include amounts billed and billable on construction contracts, service and maintenance contracts and contracts for the sale of goods. Billed contract receivables have been invoiced to customers based on contracted amounts. |
Inventory | Inventory: |
Contract assets and liabilities | Contract assets and liabilities : Billing practices for the Company’s contracts are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time using the direct inputs method of accounting. Contract assets, which include costs and estimated earnings in excess of billings on uncompleted contracts, arise when the Company recognizes revenue for services performed under its construction and manufacturing contracts, but the Company is not yet entitled to bill the customer under the terms of the contract. Contract liabilities, which include billings in excess of costs and estimated earnings on uncompleted contracts, represent the Company's obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered The Company considers retention that is withheld on progress billings as not creating an unconditional right to payment until contractual milestones are reached (typically substantial completion). Accordingly, withheld retention is considered a component of contracts assets and liabilities until finally billed to the customer, when obligations have been satisfied and the right to receipt is subject only to the passage of time. The Company’s contract assets and liabilities are reported in a net asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets and liabilities related to construction and manufacturing contracts in current assets and current liabilities as they will be liquidated in the normal course of contract completion, although this may require more than one year. |
Property, plant and equipment, net | Property, plant and equipment, net: Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. Additions to construction in progress are comprised of the cost of the contracted services, direct labor and materials. Interest costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial amount of time to be ready for their intended use, are added to the cost of those assets until such time as the assets are substantially ready for use. No interest was capitalized during the years ended December 31, 2021 or 2020. |
Long-lived assets | Long-lived assets: |
Goodwill and intangible assets | Goodwill and intangible assets: For the years ended December 31, 2021 and 2020, the Company estimated the fair value of its reporting units by applying the discounted cash flow method, which relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of each analysis. The Company also estimated the fair value of each of it reporting units for the years ended December 31, 2021 and 2020 by applying the guideline public company method. The Company weighted the fair values estimated for each of its reporting units under each method and summed such weighted fair values to estimate the overall fair value for each reporting unit. The respective weightings the Company applied to each method for the years ended December 31, 2021 and 2020 were 80% to the discounted cash flow method and 20% to the guideline public company method. The fair values the Company estimated for its retail, bulk, services and manufacturing reporting units exceeded their carrying amounts by 32%, 51%, 15%, and 15% respectively, as of December 31, 2021. The fair values the Company estimated for its retail, bulk, and services reporting units exceeded their carrying amounts by 101%, 49% and 17%, respectively, as of December 31, 2020. While the fair value the Company estimated for its manufacturing reporting unit exceeded its carrying value by 31% as of December 31, 2020, due to new information the Company obtained in 2021, the Company was required to record an impairment loss for its manufacturing reporting unit’s goodwill in 2021, as discussed in paragraphs that follow. Approximately 80% of Aerex’s revenue, and 89% of Aerex’s gross profit, for the year ended December 31, 2020 were generated from sales to one customer. While Aerex sells various products to this customer, Aerex’s revenue from this customer has historically been derived primarily from one specialized product. In October 2020, this customer informed Aerex that, for inventory management purposes, it was suspending its purchases of the specialized product from Aerex following 2020 for a period of approximately one year. This customer informed Aerex at that time that it expected to recommence its purchases of the specialized product from Aerex beginning with the first quarter of 2022. As a result of this anticipated loss of revenue for Aerex, the Company updated its projections for its manufacturing reporting unit’s future cash flows. Such projections assumed, in part, that Aerex’s major customer would recommence its purchases from Aerex in 2022 but at a reduced aggregate amount, as compared to 2020. Based upon these updated projections, the Company tested its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. As a result of these impairment tests, the Company determined that the estimated fair value of its manufacturing reporting unit exceeded its carrying value by approximately 31% as of December 31, 2020. In late July 2021, this former major customer communicated to Aerex that it expected to recommence its purchases of the specialized product from Aerex in 2022 and subsequent years, but informed Aerex that such purchases would be at substantially reduced annual amounts, as compared to the amounts it had purchased from Aerex in 2020 and prior years. The Company’s updated sales estimate for this customer based on this new information was substantially below the sales the Company anticipated to this customer for 2022 and subsequent years that the Company used in the discounted cash flow projections the Company prepared for purposes of testing its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. Aerex’s efforts to replace the revenue previously generated from this customer with revenue from existing and new customers have been adversely impacted by continuing negative economic conditions, which have increased Aerex’s raw material costs, resulted in raw material shortages and extended delivery times for such materials and, the Company believes, also adversely affected the overall financial condition of Aerex’s current and prospective customer base. Accordingly, in light of this new information from Aerex’s former major customer, and present weak economic conditions that the Company believes will continue into 2022, the Company updated its projections of future cash flows for the manufacturing reporting unit and tested its goodwill for possible impairment as of June 30, 2021 using the discounted cash flow and guideline public company methods, with a weighting of 80% and 20% applied to these two methods, respectively. Based upon this testing, the Company determined that the carrying value of its manufacturing reporting unit exceeded its fair value by $2.9 million, and the Company recorded an impairment loss to reduce its manufacturing reporting unit’s goodwill by this amount for the three months ended June 30, 2021. Based upon its most recent estimation prepared as of December 31, 2021, the fair value of the Company’s manufacturing reporting unit exceeded its carrying value by only 15%. If the Company determines in the future that Aerex’s discounted future cash inflows will be less than its present expectation, the Company may be required to record additional impairment losses to reduce the remaining carrying values as of December 31, 2021 of its manufacturing reporting unit’s goodwill of $1,985,211 and its remaining unamortized intangible assets balances of $847,778 recorded as a result of the acquisition of Aerex. Any such impairment losses could have a material adverse impact on the Company’s consolidated results of operations. Based upon its most recent estimation prepared as of December 31, 2021, the fair value of the Company’s services reporting unit exceeded its carrying value by only 15%. If the Company determines in the future that PERC’s discounted future cash inflows will be less than its present expectation, the Company may be required to record impairment losses to reduce the carrying values as of December 31, 2021 of its services reporting unit’s goodwill of $5,320,416 and its remaining unamortized intangible assets balances of $2,553,888 recorded as a result of the acquisition of PERC. Any such impairment losses could have a material adverse impact on the Company’s consolidated results of operations. |
Investments | Investments: |
Other assets | Other assets: |
Income taxes | Income taxes: The Company is not presently subject to income taxes in the other countries in which it operates. |
Revenue recognition | Revenue recognition: The following table presents the Company’s revenue disaggregated by revenue source. Year Ended December 31, 2021 2020 Retail revenue $ 22,104,953 $ 22,952,370 Bulk revenue 26,800,869 24,312,546 Services revenue 13,884,857 12,937,859 Manufacturing revenue 4,072,823 12,425,351 Total revenue $ 66,863,502 $ 72,628,126 Retail revenue 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 areas on Grand Cayman Island. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 45 days The Company recognizes revenue from water sales at the time water is supplied to the customer’s premises. 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. The Company has elected the “right to invoice” practical expedient for revenue recognition on its retail water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. Bulk revenue 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 two 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, under two agreements with 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. CW-Bahamas also sold water to a private resort on Bimini through December 18, 2020, which generated revenue of approximately $127,000 for the year ended December 31, 2020. 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 revenue The Company provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands. The Company also designs, builds, sells, operates and manages water, wastewater and water reuse infrastructure through PERC. All of PERC's customers are companies or governmental entities located in the U.S. The Company, through Aerex, is a custom and specialty manufacturer of water treatment-related systems and products applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies. The Company generates construction and services revenue from DesalCo and PERC, and generates manufacturing revenue from Aerex. The Company recognizes revenue for its construction and its specialized/custom manufacturing contracts The Company has elected the “right to invoice” practical expedient for revenue recognition on its services agreements and recognizes revenue in the amount to which the Company has a right to invoice. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. |
Comparative amounts | Comparative amounts: |
Accounting policies (Tables)
Accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting policies | |
Schedule of Estimated useful lives | Buildings 5 to 40 years Plant and equipment 4 to 40 years Distribution system 3 to 40 years Office furniture, fixtures and equipment 3 to 10 years Vehicles 3 to 10 years Leasehold improvements Shorter of 5 years or lease term Lab equipment 5 to 10 years |
Schedule of Disaggregation of revenue | The following table presents the Company’s revenue disaggregated by revenue source. Year Ended December 31, 2021 2020 Retail revenue $ 22,104,953 $ 22,952,370 Bulk revenue 26,800,869 24,312,546 Services revenue 13,884,857 12,937,859 Manufacturing revenue 4,072,823 12,425,351 Total revenue $ 66,863,502 $ 72,628,126 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and cash equivalents | |
Schedule of Cash and cash equivalents | December 31, 2021 2020 Bank accounts: United States dollar $ 15,888,445 $ 14,001,264 Cayman Islands dollar 12,784,358 5,650,874 Bahamian dollar 3,944,208 14,863,287 Bermudian dollar 2,832 2,832 32,619,843 34,518,257 Short term deposits: United States dollar 5,324,258 5,796,582 Cayman Islands dollar 2,413,958 2,413,547 Bahamian dollar — 1,065,764 7,738,216 9,275,893 Total cash and cash equivalents $ 40,358,059 $ 43,794,150 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable, net. | |
Schedule of Accounts receivable | December 31, 2021 2020 Trade accounts receivable $ 27,409,029 $ 21,422,782 Receivable from OC-BVI 40,877 62,171 Other accounts receivable 180,262 269,133 27,630,168 21,754,086 Allowance for doubtful accounts (280,861) (270,110) Accounts receivable, net $ 27,349,307 $ 21,483,976 |
Schedule of Allowance for doubtful accounts | The activity for the allowance for doubtful accounts consisted of: December 31, 2021 2020 Opening allowance for doubtful accounts $ 270,110 $ 142,236 Provision for doubtful accounts — 129,107 Accounts written off during the year — (1,233) Recovery of accounts written off 10,751 — Ending allowance for doubtful accounts $ 280,861 $ 270,110 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory | |
Schedule of Inventory | December 31, 2021 2020 Water stock $ 34,587 $ 27,938 Consumables stock 138,547 105,540 Spare parts stock 7,064,708 7,587,542 Total inventory 7,237,842 7,721,020 Less current portion 2,504,832 3,214,178 Inventory (non-current) $ 4,733,010 $ 4,506,842 |
Contracts in progress (Tables)
Contracts in progress (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contracts in progress | |
Summary of information relative to revenue recognized and amounts billed on contracts in progress | Revenue recognized and amounts billed on contracts in progress are summarized as follows: December 31, 2021 2020 Revenue recognized to date on contracts in progress $ 6,109,396 $ 17,534,449 Amounts billed to date on contracts in progress (6,370,855) (17,791,928) Retainage 237,542 312,130 Net contract asset (liability) $ (23,917) $ 54,651 The above net balances are reflected in the accompanying consolidated balance sheet as follows: December 31, 2021 2020 Contract assets $ 489,961 $ 516,521 Contract liabilities (513,878) (461,870) Net contract asset (liability) $ (23,917) $ 54,651 |
Property, plant and equipment_2
Property, plant and equipment and construction in progress (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, plant and equipment and construction in progress | |
Schedule of Property, plant and equipment and construction in progress | December 31, 2021 2020 Land $ 3,316,537 $ 3,566,537 Buildings 23,255,925 23,250,843 Plant and equipment 64,324,377 63,734,860 Distribution system 39,780,272 39,149,063 Office furniture, fixtures and equipment 3,051,814 3,083,811 Vehicles 2,079,874 1,999,463 Leasehold improvements 287,980 274,230 Lab equipment 12,456 12,456 136,109,235 135,071,263 Less accumulated depreciation 83,162,696 77,383,279 Property, plant and equipment, net $ 52,946,539 $ 57,687,984 Construction in progress $ 710,863 $ 440,384 |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued operations. | |
Schedule of financial information for Mexico project development | Summarized financial information for the discontinued Mexico project development operation is as follows: December 31, 2021 2020 Cash $ 750,048 $ 154,130 Prepaid expenses and other current assets 82,783 88,978 Value added taxes receivable 340,910 1,267,991 Property, plant and equipment, net — 5,682 Land 21,126,898 21,126,898 Other assets 19,288 33,909 Total assets of discontinued operations $ 22,319,927 $ 22,677,588 Total liabilities of discontinued operations $ 190,141 $ 190,933 Year Ended December 31, 2021 2020 Revenue $ — $ — Income from operations $ — $ — Net loss from discontinued operations $ 2,574,079 $ 4,902,243 Depreciation expense $ 4,545 $ 4,545 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible assets | |
Schedule of Finite-Lived Intangible Assets | December 31, 2021 2020 Cost Non-compete agreements $ 530,000 $ 530,000 Trade names 2,700,000 2,700,000 Customer backlogs 360,000 360,000 Facility management contracts 2,200,000 2,200,000 5,790,000 5,790,000 Accumulated amortization Non-compete agreements (493,889) (443,889) Trade names (740,000) (560,000) Customer backlogs (360,000) (210,000) Facility management contracts (794,445) (427,778) (2,388,334) (1,641,667) Intangible assets, net $ 3,401,666 $ 4,148,333 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows: 2022 $ 582,778 2023 546,667 2024 546,667 2025 485,554 2026 180,000 Thereafter 1,060,000 $ 3,401,666 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of lease-related assets and liabilities | The following table presents the lease-related assets and liabilities and their respective classification on the consolidated balance sheets: December 31, 2021 2020 ASSETS Current Prepaid expenses and other current assets $ — $ 108,303 Current assets of discontinued operations 2,654 — Noncurrent Operating lease right-of-use assets 2,681,137 1,329,561 Long-term assets of discontinued operations 16,898 33,909 Total lease right-of-use assets $ 2,700,689 $ 1,471,773 LIABILITIES Current Current maturities of operating leases $ 592,336 $ 455,788 Current liabilities of discontinued operations 11,195 29,432 Noncurrent Noncurrent operating leases 2,137,394 982,076 Noncurrent liabilities of discontinued operations 7,819 2,499 Total lease liabilities $ 2,748,744 $ 1,469,795 Weighted average remaining lease term: Operating leases 7.0 years 3.4 years Operating leases - discontinued operations 1.6 years 1.1 years Weighted average discount rate: Operating leases 5.03% 4.15% Operating leases - discontinued operations 4.77% 3.48% |
Schedule of Lease, Cost | The components of lease cost were as follows: Year Ended December 31, 2021 2020 Operating lease costs $ 656,130 $ 773,756 Short-term lease costs 79,606 5,518 Lease costs - discontinued operations 31,281 127,983 Total lease costs $ 767,017 $ 907,257 |
Schedule of Cash Flow, Supplemental | Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of liabilities: Operating cash outflows for operating leases $ 710,024 $ 708,095 Operating cash outflows for operating leases - discontinued operations 38,246 127,153 |
Schedule of future lease payments relating to the Company's operating lease liabilities | Years ending December 31, Total 2022 $ 665,817 2023 643,234 2024 390,629 2025 268,056 2026 227,541 Thereafter 1,025,239 Total future lease payments 3,220,516 Less: imputed interest (490,786) Total lease obligations 2,729,730 Less: current obligations (592,336) Noncurrent lease obligations $ 2,137,394 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income taxes | |
Schedule of components of income before income taxes | The components of income before income taxes for the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Foreign (not subject to income taxes) $ 5,780,692 $ 6,475,693 Mexico (1,767,915) (4,903,988) United States (2,952,265) 2,956,552 1,060,512 4,528,257 Less discontinued operations 2,574,079 4,902,243 $ 3,634,591 $ 9,430,500 |
Schedule of provision for income taxes deferred tax benefit relating to U.S. operations | The Company’s provision (benefit) for income taxes for the years ended December 31, 2021 and 2020, which related to U.S. operations, consisted of the following: Year Ended December 31, 2021 2020 Current: Federal $ 202,444 $ 191,322 State (895) 87,630 Foreign — — Total 201,549 278,952 Deferred: Federal (524,733) (132,957) State (124,798) (59,271) Foreign — — Total (649,531) (192,228) Total provision (benefit) $ (447,982) $ 86,724 |
Schedule of reconciliation of federal tax rate to the effective rate | A reconciliation of the U.S. statutory federal tax rate to the effective rate for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 U.S. statutory federal rate 21.00 % 21.00 % State taxes, net of federal effect 2.72 % 4.00 % Nontaxable foreign income (43.36) % (17.28) % Research & development tax credit (7.39) % (11.73) % Permanent items (6.26) % (0.67) % Goodwill impairment 20.31 % — % Valuation allowance for deferred tax assets 0.65 % 5.60 % (12.33) % 0.92 % |
Schedule of tax effects of significant items net long-term deferred tax assets liability | The tax effects of significant items comprising the Company’s net long-term deferred tax liability as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Continuing Operations Deferred tax assets: Research & development tax credits $ 398,413 $ 613,003 Loss carry forward 300,545 — Accrued compensation 112,446 110,092 Valuation allowances (139,207) (496,343) 672,197 226,752 Deferred tax liabilities: Property and equipment 254,301 252,800 Intangible assets 982,422 1,188,009 1,236,723 1,440,809 Net deferred tax liability $ 564,526 $ 1,214,057 Discontinued Operations Deferred tax assets: Operating loss carryforwards - Mexico $ 4,230,398 $ 4,296,453 Land basis difference - Mexico 1,602,470 1,262,159 Start-up costs - Mexico 4,693,395 4,904,337 Valuation allowances (10,526,263) (10,462,949) $ — $ — |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings per share | |
Schedule of computation of basic and diluted EPS | Year Ended December 31, 2021 2020 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 3,449,658 $ 8,613,771 Less: preferred stock dividends (10,796) (11,740) Net income from continuing operations available to common shares in the determination of basic earnings per common share 3,438,862 8,602,031 Total loss from discontinued operations (2,574,079) (4,902,243) Net income available to common shares in the determination of basic earnings per common share $ 864,783 $ 3,699,788 Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,213,816 15,119,305 Plus: Weighted average number of preferred shares outstanding during the period 30,348 33,814 Potential dilutive effect of unexercised options and unvested stock grants 65,981 70,836 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,310,145 15,223,955 |
Dividends (Tables)
Dividends (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Dividends. | |
Schedule of dividends | 2021 2020 First Quarter $ 0.085 $ 0.085 Second Quarter 0.085 0.085 Third Quarter 0.085 0.085 Fourth Quarter 0.085 0.085 $ 0.34 $ 0.34 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment information | |
Schedule of segment reporting information, by segment | Year Ended December 31, 2021 Retail Bulk Services Manufacturing Total Revenue $ 22,104,953 $ 26,800,869 $ 13,884,857 $ 4,072,823 $ 66,863,502 Cost of revenue 11,060,937 17,759,272 10,707,243 3,828,859 43,356,311 Gross profit 11,044,016 9,041,597 3,177,614 243,964 23,507,191 General and administrative expenses 12,841,259 1,365,735 2,762,735 1,380,630 18,350,359 Gain (loss) on asset dispositions and impairments, net (246,851) 1,500 (485) (2,900,000) (3,145,836) Income (loss) from operations $ (2,044,094) $ 7,677,362 $ 414,394 $ (4,036,666) 2,010,996 Other income, net 1,623,595 Income before income taxes 3,634,591 Benefit from income taxes (447,982) Net income from continuing operations 4,082,573 Income from continuing operations attributable to non-controlling interests 632,915 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 3,449,658 Net loss from discontinued operations (2,574,079) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 875,579 Depreciation and amortization expenses for the year ended December 31, 2021 for the retail, bulk, services and manufacturing segments were $2,517,407, $3,331,554, $782,882 and $289,390, respectively. As of December 31, 2021 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,601,619 $ 21,682,951 $ 1,698,797 $ 1,365,940 $ 27,349,307 Inventory, current and non-current $ 2,787,277 $ 3,860,808 $ — $ 589,757 $ 7,237,842 Property, plant and equipment, net $ 26,357,390 $ 24,476,936 $ 512,493 $ 1,599,720 $ 52,946,539 Construction in progress $ 617,334 $ 31,737 $ — $ 61,792 $ 710,863 Intangibles, net $ — $ — $ 2,553,888 $ 847,778 $ 3,401,666 Goodwill $ 1,170,511 $ 1,948,875 $ 5,320,416 $ 1,985,211 $ 10,425,013 Total segment assets $ 61,736,441 $ 68,723,405 $ 16,049,001 $ 8,198,280 $ 154,707,127 Assets of discontinued operations $ 22,319,927 Total assets $ 177,027,054 Year Ended December 31, 2020 Retail Bulk Services Manufacturing Total Revenue $ 22,952,370 $ 24,312,546 $ 12,937,859 $ 12,425,351 $ 72,628,126 Cost of revenue 11,080,814 16,959,563 9,698,214 8,121,080 45,859,671 Gross profit 11,871,556 7,352,983 3,239,645 4,304,271 26,768,455 General and administrative expenses 12,879,445 1,260,062 2,834,917 1,460,474 18,434,898 Gain on asset dispositions and impairments, net 2,965 7,213 3,801 18 13,997 Income (loss) from operations $ (1,004,924) $ 6,100,134 $ 408,529 $ 2,843,815 8,347,554 Other income, net 1,082,946 Income before income taxes 9,430,500 Provision for income taxes 86,724 Net income from continuing operations 9,343,776 Income from continuing operations attributable to non-controlling interests 730,005 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 Net loss from discontinued operations (4,902,243) Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528 Depreciation and amortization expenses for the year ended December 31, 2020 for the retail, bulk, services and manufacturing segments were $2,388,781, $3,869,377, $762,182 and $386,169, respectively. As of December 31, 2020 Retail Bulk Services Manufacturing Total Accounts receivable, net $ 2,444,455 $ 17,022,813 $ 1,420,609 $ 596,099 $ 21,483,976 Inventory, current and non-current $ 2,787,163 $ 3,795,544 $ — $ 1,138,313 $ 7,721,020 Property, plant and equipment, net $ 27,947,545 $ 27,611,567 $ 487,973 $ 1,640,899 $ 57,687,984 Construction in progress $ 305,110 $ 31,737 $ — $ 103,537 $ 440,384 Intangibles, net $ — $ — $ 3,200,555 $ 947,778 $ 4,148,333 Goodwill $ 1,170,511 $ 1,948,875 $ 5,320,416 $ 4,885,211 $ 13,325,013 Total segment assets $ 56,425,159 $ 74,771,798 $ 14,470,322 $ 11,210,685 $ 156,877,964 Assets of discontinued operations $ 22,677,588 Total assets $ 179,555,552 |
Schedule of revenues earned by major geographic region | Year ended December 31, 2021 2020 Cayman Islands $ 24,935,746 $ 25,640,169 Bahamas 24,031,547 21,654,153 United States 17,489,851 24,918,527 Revenues earned from management services agreement with OC-BVI 406,358 415,277 $ 66,863,502 $ 72,628,126 Revenues earned from major customers were: Year ended December 31, 2021 2020 Revenue earned from the Water and Sewerage Corporation ("WSC") $ 24,031,547 $ 21,527,487 Percentage of consolidated revenue earned from the WSC 36% 30% Revenue earned from one manufacturing segment customer $ 406,073 $ 9,965,041 Percentage of consolidated revenue earned from the one manufacturing segment customer 1% 14% |
Schedule of long-lived assets by geographic areas | December 31, 2021 2020 Cayman Islands $ 26,687,944 $ 28,474,748 The Bahamas 24,004,707 26,975,427 United States 2,253,888 2,237,809 $ 52,946,539 $ 57,687,984 |
Cost of revenues and general _2
Cost of revenues and general and administrative expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cost of revenues and general and administrative expenses | |
Schedule of cost of revenues and general and administrative expenses | Year Ended December 31, 2021 2020 Cost of revenue consist of: Electricity $ 5,698,148 $ 5,389,361 Depreciation 5,855,073 6,202,012 Fuel oil 5,742,056 4,157,393 Employee costs 12,439,042 11,465,514 Maintenance 2,092,776 2,859,262 Retail license royalties 1,418,820 1,489,862 Insurance 1,625,862 1,491,799 Materials 1,952,764 5,786,698 Other 6,531,770 7,017,770 $ 43,356,311 $ 45,859,671 Year Ended December 31, 2021 2020 General and administrative expenses consist of: Employee costs $ 9,562,125 $ 10,086,588 Insurance 1,813,026 1,436,957 Professional fees 1,506,423 1,488,948 Directors’ fees and expenses 851,775 865,555 Depreciation 140,140 133,477 Amortization of intangible assets 746,667 891,667 Other 3,730,203 3,531,706 $ 18,350,359 $ 18,434,898 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based compensation | |
Schedule of significant weighted average assumptions | 2021 2020 Risk free interest rate 0.20 % 0.17 % Expected option life (years) 1.2 1.1 Expected volatility 31.92 % 51.19 % Expected dividend yield 2.87 % 2.42 % |
Schedule of company's stock option activity | A summary of the Company’s stock option activity for the year ended December 31, 2021 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value (1) Outstanding at beginning of period 10,030 $ 12.98 Granted 12,032 9.33 Exercised (2,106) 8.10 Forfeited/expired (9,466) 9.44 Outstanding as of December 31, 2021 10,490 $ 12.98 2.30 years $ — Exercisable as of December 31, 2021 — $ — — years $ — (1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $10.64 on the Nasdaq Global Select Market on December 31, 2021, exceeds the exercise price of the option. |
Schedule of weighted average fair value of options at the date of grant and the intrinsic value | 2021 2020 Options granted with an exercise price below market price on the date of grant: Employees — preferred stock $ 3.71 $ 2.70 Overall weighted average 3.71 2.70 Options granted with an exercise price at market price on the date of grant: Management employees $ — $ — Employees — common stock 2.89 2.45 Overall weighted average 2.89 2.45 Options granted with an exercise price above market price on the date of grant: Management employees $ — $ — Employees — preferred stock — — Overall weighted average — — Total intrinsic value of options exercised $ 7,876 $ 3,891 |
Financial instruments (Tables)
Financial instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial instruments | |
Schedule of Fair value hierarchy for assets and liabilities | December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Recurring Certificate of deposit $ — $ 2,500,000 $ — $ 2,500,000 Net asset arising from put/call options — — 128,000 128,000 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Recurring Net liability arising from put/call options $ — $ — $ (690,000) $ (690,000) |
Schedule of Net liability arising from put/call options | Net (liability)/asset arising from put/call options Balance as of December 31, 2020 $ (690,000) Unrealized gain 818,000 Balance as of December 31, 2021 $ 128,000 |
Supplemental disclosure of ca_2
Supplemental disclosure of cash flow information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental disclosure of cash flow information | |
Schedule of Supplemental disclosure of cash flow information | Year Ended December 31, 2021 2020 Interest paid in cash $ 10,248 $ 9,669 Non-cash transactions: Dividends declared but not paid $ 1,298,148 $ 1,289,854 Transfers from inventory to property, plant and equipment and construction in progress $ 189,924 $ 73,464 Transfers from construction in progress to property, plant and equipment $ 644,224 $ 1,653,501 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,852,608 $ 299,992 Purchases of equipment through issuance of long-term debt $ 95,707 $ 122,292 |
Accounting policies (Details)
Accounting policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short term deposits | $ 7,738,216 | $ 9,275,893 |
Deposits held in foreign bank | 6,400,000 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||
Foreign Currency Transaction Gain (Loss), before Tax | 32,594 | 68,818 |
Certificate of deposit [Member] | ||
Short term deposits | 7,400,000 | $ 8,500,000 |
Deposits held in foreign bank | $ 2,500,000 |
Accounting policies - Cash and
Accounting policies - Cash and cash equivalents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash Equivalents, at Carrying Value | $ 7,738,216 | $ 9,275,893 |
Cash, Uninsured Amount | 7,800,000 | |
Cash And Restricted Cash Equivalents Held In Foreign Bank | 33,100,000 | |
Deposits held in foreign bank | 6,400,000 | |
Certificate of deposit [Member] | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash Equivalents, at Carrying Value | 7,400,000 | $ 8,500,000 |
Deposits held in foreign bank | $ 2,500,000 |
Accounting policies - Disaggreg
Accounting policies - Disaggregated revenue (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenue | $ 66,863,502 | $ 72,628,126 | |
Contracts in progress | |||
Number of days after consumption billings are considered past due | 45 days | ||
Bahamas [Member] | |||
Total Revenue | $ 24,031,547 | 21,654,153 | |
Bahamas [Member] | Consolidated Water Bahamas [Member] | |||
Total Revenue | $ 127,000 | ||
Minimum [Member] | |||
Contracts in progress | |||
Number of days after consumption billings are collected | 30 days | ||
Maximum [Member] | |||
Contracts in progress | |||
Number of days after consumption billings are collected | 45 days | ||
Percentage Of Bad Debts | 1.00% | 1.00% | |
Retail revenue [Member] | |||
Total Revenue | $ 22,104,953 | $ 22,952,370 | |
Bulk revenue [Member] | |||
Total Revenue | 26,800,869 | 24,312,546 | |
Services revenue [Member] | |||
Total Revenue | 13,884,857 | 12,937,859 | |
Manufacturing revenue [Member] | |||
Total Revenue | $ 4,072,823 | $ 12,425,351 |
Accounting policies - Goodwill
Accounting policies - Goodwill and intangible assets (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)customer | Aug. 11, 2020 | Jan. 24, 2020 | |
Goodwill | $ 10,425,013 | $ 13,325,013 | |||
Intangible assets, net | 3,401,666 | $ 4,148,333 | |||
Impairment of goodwill | 2,900,000 | ||||
Unamortized balance of intangible assets | $ 3,401,666 | ||||
Retail [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 32 | 101 | |||
Goodwill | $ 1,170,511 | $ 1,170,511 | |||
Bulk [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 51 | 49 | |||
Goodwill | $ 1,948,875 | $ 1,948,875 | |||
Services [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 15 | 17 | |||
Goodwill | $ 5,320,416 | $ 5,320,416 | |||
Intangible assets, net | $ 2,553,888 | $ 3,200,555 | |||
Manufacturing Units [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 15 | 31 | |||
Goodwill | $ 1,985,211 | $ 4,885,211 | |||
Intangible assets, net | $ 847,778 | $ 947,778 | |||
Discounted Cash Flow Method [Member] | |||||
Estimated Fair Value Percentage Segment Reporting Information | 80.00% | ||||
Guideline Public Company Method [Member] | |||||
Estimated Fair Value Percentage Segment Reporting Information | 20.00% | ||||
Aerex | |||||
Ownership interest acquired | 49.00% | ||||
Number of customers | customer | 1 | ||||
Aerex | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||
Percentage of total | 80.00% | ||||
Aerex | Gross Profit [Member] | Customer Concentration Risk [Member] | |||||
Percentage of total | 89.00% | ||||
Aerex | Manufacturing Units [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 15 | ||||
Goodwill | $ 1,985,211 | ||||
Intangible assets, net | $ 847,778 | ||||
Impairment of goodwill | $ 2,900,000 | ||||
Aerex | Discounted Cash Flow Method [Member] | Manufacturing Units [Member] | |||||
Estimated Fair Value Percentage Segment Reporting Information | 80.00% | 80.00% | |||
Aerex | Guideline Public Company Method [Member] | Manufacturing Units [Member] | |||||
Estimated Fair Value Percentage Segment Reporting Information | 20.00% | 20.00% | |||
PERC Water Corporation | |||||
Ownership interest acquired | 10.00% | ||||
PERC Water Corporation | Manufacturing Units [Member] | |||||
Estimated Fair Value Carrying Amount Exceeded Percentage | 15 | ||||
Goodwill | $ 5,320,416 | ||||
Intangible assets, net | $ 2,553,888 |
Accounting policies - Investmen
Accounting policies - Investments and Other assets (Details) gal in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)gal | Dec. 31, 2020USD ($) | |
Criteria for recognizing investment at cost | Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. | |
Equity Method Investment, Additional Information | The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. | |
Accumulated Amortization of Other Deferred Costs | $ 2,700,000 | $ 2,500,000 |
Amortization of Other Deferred Charges | $ 179,353 | 179,353 |
Amount required to reduce the amount of water lost by the public water distribution system | gal | 438 | |
Capitalized Engineering Labor and Materials Cost [Member] | ||
Other Assets | $ 3,500,000 | $ 3,500,000 |
Accounting policies - Property,
Accounting policies - Property, plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Plant And Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Plant And Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Distribution Systems [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Distribution Systems [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of 5 years or lease term |
Lab equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Lab equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Accounting policies - Additiona
Accounting policies - Additional Information (Details) gal in Millions | Aug. 11, 2020USD ($) | Jan. 24, 2020USD ($) | Dec. 31, 2021USD ($)gal | Dec. 31, 2020USD ($) | Dec. 31, 2019 |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | |||||
Interest Costs Capitalized | $ 0 | $ 0 | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 32,594 | 68,818 | |||
Criteria for recognizing investment at cost | Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. | ||||
Equity Method Investment, Additional Information | The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. | ||||
Accumulated Amortization of Other Deferred Costs | $ 2,700,000 | 2,500,000 | |||
Amortization of Other Deferred Charges | $ 179,353 | 179,353 | |||
Amount required to reduce the amount of water lost by the public water distribution system | gal | 438 | ||||
Contracts in progress | |||||
Number of days after consumption billings are considered past due | 45 days | ||||
Revenue | $ 66,863,502 | $ 72,628,126 | |||
Aerex | |||||
Ownership interest held | 100.00% | ||||
Cash | $ 8,500,000 | ||||
PERC Water Corporation | |||||
Ownership interest held | 61.00% | ||||
Cash | $ 900,000 | ||||
Minimum [Member] | |||||
Contracts in progress | |||||
Number of days after consumption billings are collected | 30 days | ||||
Maximum [Member] | |||||
Contracts in progress | |||||
Number of days after consumption billings are collected | 45 days | ||||
Percentage Of Bad Debts | 1.00% | 1.00% | |||
Bahamas [Member] | |||||
Contracts in progress | |||||
Revenue | $ 24,031,547 | $ 21,654,153 | |||
Aerex | |||||
Ownership interest acquired | 49.00% | ||||
PERC Water Corporation | |||||
Ownership interest acquired | 10.00% | ||||
Retail [Member] | |||||
Contracts in progress | |||||
Revenue | 22,104,953 | 22,952,370 | |||
Bulk [Member] | |||||
Contracts in progress | |||||
Revenue | 26,800,869 | 24,312,546 | |||
Services [Member] | |||||
Contracts in progress | |||||
Revenue | 13,884,857 | 12,937,859 | |||
Manufacturing Units [Member] | |||||
Contracts in progress | |||||
Revenue | 4,072,823 | 12,425,351 | |||
Bulk revenue [Member] | |||||
Contracts in progress | |||||
Revenue | 26,800,869 | 24,312,546 | |||
Capitalized Engineering Labor and Materials Cost [Member] | |||||
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | |||||
Other Assets | $ 3,500,000 | $ 3,500,000 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Bank accounts | $ 32,619,843 | $ 34,518,257 |
Short term deposits | 7,738,216 | 9,275,893 |
Cash and cash equivalents at end of period | 40,358,059 | 43,794,150 |
United States dollar [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Bank accounts | 15,888,445 | 14,001,264 |
Short term deposits | 5,324,258 | 5,796,582 |
Cayman Islands dollar [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Bank accounts | 12,784,358 | 5,650,874 |
Short term deposits | 2,413,958 | 2,413,547 |
Bahamian dollar [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Bank accounts | 3,944,208 | 14,863,287 |
Short term deposits | 0 | 1,065,764 |
Bermudian dollar [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Bank accounts | $ 2,832 | $ 2,832 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, net. | |||
Trade accounts receivable | $ 27,409,029 | $ 21,422,782 | |
Receivable from OC-BVI | 40,877 | 62,171 | |
Other accounts receivable | 180,262 | 269,133 | |
Accounts Receivable, Gross, Current | 27,630,168 | 21,754,086 | |
Allowance for doubtful accounts | (280,861) | (270,110) | $ (142,236) |
Accounts receivable, net | $ 27,349,307 | $ 21,483,976 |
Accounts receivable, net - Allo
Accounts receivable, net - Allowance for doubtful accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts receivable, net. | ||
Opening allowance for doubtful accounts | $ 270,110 | $ 142,236 |
Provision for doubtful accounts | 0 | 129,107 |
Accounts written off during the year | 0 | (1,233) |
Recovery of accounts written off | 10,751 | 0 |
Ending allowance for doubtful accounts | $ 280,861 | $ 270,110 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Total inventory | $ 7,237,842 | $ 7,721,020 |
Less current portion | 2,504,832 | 3,214,178 |
Inventory (non-current) | 4,733,010 | 4,506,842 |
Water stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | 34,587 | 27,938 |
Consumables stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | 138,547 | 105,540 |
Spare parts stock [Member] | ||
Inventory [Line Items] | ||
Total inventory | $ 7,064,708 | $ 7,587,542 |
Contracts in progress (Details)
Contracts in progress (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, In Progress, Revenue Recognized And Amounts Billed, Disclosure [Line Items] | ||
Revenues recognized to date on contracts in process | $ 6,109,396 | $ 17,534,449 |
Amounts billed to date on contracts in process | (6,370,855) | (17,791,928) |
Retainage | 237,542 | 312,130 |
Net contract asset | (23,917) | 54,651 |
Contract assets | 489,961 | 516,521 |
Contract liabilities | (513,878) | $ (461,870) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31 | ||
Contract With Customer, In Progress, Revenue Recognized And Amounts Billed, Disclosure [Line Items] | ||
Revenue remaining performance obligation, Amount | $ 5,700,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||
Contract With Customer, In Progress, Revenue Recognized And Amounts Billed, Disclosure [Line Items] | ||
Revenue remaining performance obligation, Amount | $ 4,800,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 2 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-31 | ||
Contract With Customer, In Progress, Revenue Recognized And Amounts Billed, Disclosure [Line Items] | ||
Revenue remaining performance obligation, Amount | $ 900,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 3 years |
Property, plant and equipment_3
Property, plant and equipment and construction in progress (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 136,109,235 | $ 135,071,263 |
Less accumulated depreciation | 83,162,696 | 77,383,279 |
Property, Plant and Equipment, Net, Total | 52,946,539 | 57,687,984 |
Construction in progress | 710,863 | 440,384 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,316,537 | 3,566,537 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 23,255,925 | 23,250,843 |
Plant And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 64,324,377 | 63,734,860 |
Distribution Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 39,780,272 | 39,149,063 |
Office furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,051,814 | 3,083,811 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,079,874 | 1,999,463 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 287,980 | 274,230 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 12,456 | $ 12,456 |
Property, plant and equipment_4
Property, plant and equipment and construction in progress - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, plant and equipment and construction in progress | ||
Capital Commitments | $ 2,700,000 | |
Construction In Progress Placed In Service | 644,224 | $ 1,653,501 |
Depreciation | $ 5,995,213 | $ 6,335,489 |
Discontinued operations - Mexic
Discontinued operations - Mexico project development- Narratives (Details) $ / shares in Units, gal in Millions | Feb. 09, 2022USD ($) | Feb. 09, 2022MXN ($) | Aug. 28, 2020USD ($) | Aug. 28, 2020MXN ($) | Jun. 29, 2020 | Aug. 22, 2016gal | Sep. 30, 2021MXN ($) | Feb. 28, 2014USD ($) | May 31, 2013USD ($)$ / shares | Feb. 29, 2012USD ($) | May 31, 2010gal | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2012USD ($)ha | Feb. 28, 2018 | Jan. 31, 2018 | Aug. 31, 2016 | Feb. 28, 2012 |
Schedule of Investments [Line Items] | ||||||||||||||||||
Number of days to submit list of non-recoverable expenses made | 20 days | |||||||||||||||||
Litigation Settlement, Expense | $ 137,000,000 | |||||||||||||||||
Impairment loss on long-lived assets | $ 3,000,000 | |||||||||||||||||
Impairment loss for Mexico assets - discontinued operations | $ 963,540 | 3,351,842 | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||||
Share Price | $ / shares | $ 1 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 51,000,000 | |||||||||||||||||
Discontinued Operations | Mexico Project Development | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Impairment loss for Mexico assets - discontinued operations | $ 963,540 | $ 316,217 | ||||||||||||||||
Aguas de Rosarito S.A.P.I. de C.V [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Equity Method Investment, Ownership Percentage | 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 | 0.40% | |||||||||||||||||
Total Voting Interest Percentage After Conversion Of Loan | 25.00% | |||||||||||||||||
Total Percentage Of Ownership Interest In An Acquired Company | 99.99% | |||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 100 | 100 | ||||||||||||||||
Area of Land | ha | 20.1 | |||||||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||||||||
Period in which construction must be completed | 36 months | |||||||||||||||||
Period Required To Operate And Maintain Plant And Aqueduct | 37 years | |||||||||||||||||
Payments for land and rights of way held for development | $ 21,100,000 | |||||||||||||||||
Amount of non-recoverable expenses | $ 51,144,525 | $ 137,333,114 | ||||||||||||||||
Payments For Option Exercised | $ 1,000,000 | |||||||||||||||||
Percentage of Voting Interest Acquired through Option Agreement | 25.00% | |||||||||||||||||
Guarantee amount required for suspension | $ 50,000 | |||||||||||||||||
NSC Agua [Member] | Aguas de Rosarito S.A.P.I. de C.V [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Equity Method Investment, Ownership Percentage | 99.60% | |||||||||||||||||
NSC Agua [Member] | First Phase [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | |||||||||||||||||
NSC Agua [Member] | Second Phase [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal | 50 | |||||||||||||||||
NSC Agua [Member] | Option agreement [Member] | ||||||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||||||
Total Voting Interest Percentage After Conversion Of Loan | 99.99% | |||||||||||||||||
Repayment of inter-company loan payable | $ 5,700,000 | |||||||||||||||||
Option Agreement Expiration Date | Feb. 7, 2014 |
Discontinued operations - Mex_2
Discontinued operations - Mexico project development (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total assets of discontinued operations | $ 22,319,927 | $ 22,677,588 |
Discontinued Operations | Mexico Project Development | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 750,048 | 154,130 |
Prepaid expenses and other current assets | 82,783 | 88,978 |
Value added taxes receivable (net of allowance of $967,115 and $316,217, respectively) | 340,910 | 1,267,991 |
Property, plant and equipment, net | 5,682 | |
Land | 21,126,898 | 21,126,898 |
Other assets | 19,288 | 33,909 |
Total assets of discontinued operations | 22,319,927 | 22,677,588 |
Total liabilities of discontinued operations | 190,141 | 190,933 |
Value added tax, net of allowance | $ 1,279,757 | $ 316,217 |
Discontinued operations - Finan
Discontinued operations - Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net loss from discontinued operations | $ 4,902,243 | |
Discontinued Operations | Mexico Project Development | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net loss from discontinued operations | $ 2,574,079 | 4,902,243 |
Depreciation expense | $ 4,545 | $ 4,545 |
Intangible assets - Costs and a
Intangible assets - Costs and accumulated amortization (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cost | ||
Finite-Lived Intangible Assets, Gross | $ 5,790,000 | $ 5,790,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (2,388,334) | (1,641,667) |
Intangible assets, net | 3,401,666 | 4,148,333 |
Non-compete agreement | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 530,000 | 530,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (493,889) | (443,889) |
Trade names | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 2,700,000 | 2,700,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (740,000) | (560,000) |
Customer backlogs | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 360,000 | 360,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (360,000) | (210,000) |
Facility management contracts | ||
Cost | ||
Finite-Lived Intangible Assets, Gross | 2,200,000 | 2,200,000 |
Accumulated amortization | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (794,445) | $ (427,778) |
Intangible assets - Amortizatio
Intangible assets - Amortization of intangible assets (Details) | Dec. 31, 2021USD ($) |
Intangible assets | |
2022 | $ 582,778 |
2023 | 546,667 |
2024 | 546,667 |
2025 | 485,554 |
2026 | 180,000 |
Thereafter | 1,060,000 |
Finite Lived Intangible Assets Net | $ 3,401,666 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2019 | Feb. 29, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 11, 2020 | Jan. 24, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of Intangible Assets | $ 746,667 | $ 891,667 | ||||
Non-compete agreement | Minimum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||
Non-compete agreement | Maximum [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||
Aerex | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 49.00% | |||||
PERC Water Corporation | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 10.00% | |||||
PERC Water Corporation | Customer-Related Intangible Assets [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |||||
PERC Water Corporation | Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||||
Trade name | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years |
Leases - Lease assets and liabi
Leases - Lease assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current | ||
Current assets of discontinued operations | $ 2,654 | |
Noncurrent | ||
Operating lease right-of-use assets | 2,681,137 | $ 1,329,561 |
Long-term assets of discontinued operations | 16,898 | 33,909 |
Total lease right-of-use assets | 2,700,689 | 1,471,773 |
Current | ||
Current maturities of operating leases | 592,336 | 455,788 |
Current liabilities of discontinued operations | 11,195 | 29,432 |
Noncurrent | ||
Noncurrent operating leases | 2,137,394 | 982,076 |
Noncurrent liabilities of discontinued operations | 7,819 | 2,499 |
Total lease liabilities | $ 2,748,744 | $ 1,469,795 |
Operating leases, weighted average remaining lease term | 7 years | 3 years 4 months 24 days |
Operating leases, weighted average discount rate | 5.03% | 4.15% |
Discontinued Operations | ||
Noncurrent | ||
Operating leases, weighted average remaining lease term | 1 year 7 months 6 days | 1 year 1 month 6 days |
Operating leases, weighted average discount rate | 4.77% | 3.48% |
Prepaid Expenses and Other Current Assets [Member] | ||
Current | ||
Operating lease assets, current | $ 108,303 |
Leases - Components of lease co
Leases - Components of lease cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease costs | $ 656,130 | $ 773,756 |
Short-term lease costs | 79,606 | 5,518 |
Lease costs - discontinued operations | 31,281 | 127,983 |
Total lease costs | $ 767,017 | $ 907,257 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash outflows for operating leases | $ 710,024 | $ 708,095 |
Operating cash flows from operating leases - discontinued operations | $ 38,246 | $ 127,153 |
Leases - Future lease payments
Leases - Future lease payments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
2022 | $ 665,817 | |
2023 | 643,234 | |
2024 | 390,629 | |
2025 | 268,056 | |
2026 | 227,541 | |
Thereafter | 1,025,239 | |
Total future lease payments | 3,220,516 | |
Less: imputed interest | (490,786) | |
Total lease obligations | 2,729,730 | |
Less: current obligations | (592,336) | $ (455,788) |
Noncurrent lease obligations | $ 2,137,394 | $ 982,076 |
Income taxes - Components of in
Income taxes - Components of income before income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
Foreign (not subject to income taxes) | $ 5,780,692 | $ 6,475,693 |
Mexico | (1,767,915) | (4,903,988) |
United States | (2,952,265) | 2,956,552 |
Income before income taxes | 1,060,512 | 4,528,257 |
Less discontinued operations | 4,902,243 | |
Income before income taxes | $ 3,634,591 | $ 9,430,500 |
Income taxes - Provision for in
Income taxes - Provision for income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 202,444 | $ 191,322 |
State | (895) | 87,630 |
Total | 201,549 | 278,952 |
Deferred: | ||
Federal | (524,733) | (132,957) |
State | (124,798) | (59,271) |
Total | (649,531) | (192,228) |
Total provision | $ (447,982) | $ 86,724 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of federal tax rate to the effective rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | ||
U.S. statutory federal rate | 21.00% | 21.00% |
State taxes, net of federal effect | 2.72% | 4.00% |
Nontaxable foreign income | (43.36%) | (17.28%) |
Research & Development Tax Credit | (7.39%) | (11.73%) |
Permanent items | (6.26%) | (0.67%) |
Goodwill impairment | 20.31% | |
Valuation allowance for deferred tax assets | 0.65% | 5.60% |
Effective Income Tax Rate Reconciliation, Percent | (12.33%) | 0.92% |
Income taxes - Net long-term de
Income taxes - Net long-term deferred tax liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Research & development tax credits | $ 398,413 | $ 613,003 |
Loss carry forward | 300,545 | 0 |
Accrued compensation | 112,446 | 110,092 |
Valuation allowances | (139,207) | (496,343) |
Deferred Tax Assets, Net of Valuation Allowance | 672,197 | 226,752 |
Deferred tax liabilities: | ||
Property and equipment | 254,301 | 252,800 |
Intangible assets | 982,422 | 1,188,009 |
Deferred Tax Liabilities, Gross | 1,236,723 | 1,440,809 |
Net deferred tax liability | 564,526 | 1,214,057 |
Discontinued Operations | ||
Deferred tax assets: | ||
Operating loss carryforwards - Mexico | 4,230,398 | 4,296,453 |
Land basis difference - Mexico | 1,602,470 | 1,262,159 |
Start-up costs - Mexico | 4,693,395 | 4,904,337 |
Valuation allowances | (10,526,263) | (10,462,949) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) $ in Millions | Dec. 31, 2021USD ($) |
Discontinued Operations | |
Operating Loss Carryforwards | $ 14.1 |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards | 1.2 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards | $ 1.1 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | ||
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | $ 3,449,658 | $ 8,613,771 |
Less: preferred stock dividends | (10,796) | (11,740) |
Net income from continuing operations available to common shares in the determination of basic earnings per common share | 3,438,862 | 8,602,031 |
Total loss from discontinued operations | (2,574,079) | (4,902,243) |
Net income (loss) available to common shares in the determination of basic earnings per common share | $ 864,783 | $ 3,699,788 |
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) | 15,213,816 | 15,119,305 |
Weighted average number of preferred shares outstanding during the period (in shares) | 30,348 | 33,814 |
Potential dilutive effect of unexercised options and unvested stock grants | 65,981 | 70,836 |
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders | 15,310,145 | 15,223,955 |
Dividends (Details)
Dividends (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends. | ||||||||||
Dividends Per Share Declared | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.34 | $ 0.34 |
Segment information (Details)
Segment information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | segment | 4 | |
Revenue | $ 66,863,502 | $ 72,628,126 |
Cost of revenue | 43,356,311 | 45,859,671 |
Gross profit | 23,507,191 | 26,768,455 |
General and administrative expenses | 18,350,359 | 18,434,898 |
Gain (loss) on asset dispositions and impairments, net | (3,145,836) | 13,997 |
Income from operations | 2,010,996 | 8,347,554 |
Other income, net | 1,623,595 | 1,082,946 |
Income before income taxes | 3,634,591 | 9,430,500 |
Benefit from income taxes | (447,982) | 86,724 |
Net income from continuing operations | 4,082,573 | 9,343,776 |
Income from continuing operations attributable to non-controlling interests | 632,915 | 730,005 |
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders | 3,449,658 | 8,613,771 |
Net loss from discontinued operations | (2,574,079) | (4,902,243) |
Net income attributable to Consolidated Water Co. Ltd. stockholders | 875,579 | 3,711,528 |
Accounts receivable, net | 27,349,307 | 21,483,976 |
Inventory, current and non-current | 7,237,842 | 7,721,020 |
Property, plant and equipment, net | 52,946,539 | 57,687,984 |
Construction in progress | 710,863 | 440,384 |
Intangibles, net | 3,401,666 | 4,148,333 |
Goodwill | 10,425,013 | 13,325,013 |
Total segment assets | 154,707,127 | 156,877,964 |
Assets of discontinued operations | 22,319,927 | 22,677,588 |
Total assets | 177,027,054 | 179,555,552 |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22,104,953 | 22,952,370 |
Cost of revenue | 11,060,937 | 11,080,814 |
Gross profit | 11,044,016 | 11,871,556 |
General and administrative expenses | 12,841,259 | 12,879,445 |
Gain (loss) on asset dispositions and impairments, net | (246,851) | 2,965 |
Income from operations | (2,044,094) | (1,004,924) |
Accounts receivable, net | 2,601,619 | 2,444,455 |
Inventory, current and non-current | 2,787,277 | 2,787,163 |
Property, plant and equipment, net | 26,357,390 | 27,947,545 |
Construction in progress | 617,334 | 305,110 |
Goodwill | 1,170,511 | 1,170,511 |
Total segment assets | 61,736,441 | 56,425,159 |
Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 26,800,869 | 24,312,546 |
Cost of revenue | 17,759,272 | 16,959,563 |
Gross profit | 9,041,597 | 7,352,983 |
General and administrative expenses | 1,365,735 | 1,260,062 |
Gain (loss) on asset dispositions and impairments, net | 1,500 | 7,213 |
Income from operations | 7,677,362 | 6,100,134 |
Accounts receivable, net | 21,682,951 | 17,022,813 |
Inventory, current and non-current | 3,860,808 | 3,795,544 |
Property, plant and equipment, net | 24,476,936 | 27,611,567 |
Construction in progress | 31,737 | 31,737 |
Goodwill | 1,948,875 | 1,948,875 |
Total segment assets | 68,723,405 | 74,771,798 |
Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 13,884,857 | 12,937,859 |
Cost of revenue | 10,707,243 | 9,698,214 |
Gross profit | 3,177,614 | 3,239,645 |
General and administrative expenses | 2,762,735 | 2,834,917 |
Gain (loss) on asset dispositions and impairments, net | (485) | 3,801 |
Income from operations | 414,394 | 408,529 |
Accounts receivable, net | 1,698,797 | 1,420,609 |
Property, plant and equipment, net | 512,493 | 487,973 |
Intangibles, net | 2,553,888 | 3,200,555 |
Goodwill | 5,320,416 | 5,320,416 |
Total segment assets | 16,049,001 | 14,470,322 |
Manufacturing Units [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,072,823 | 12,425,351 |
Cost of revenue | 3,828,859 | 8,121,080 |
Gross profit | 243,964 | 4,304,271 |
General and administrative expenses | 1,380,630 | 1,460,474 |
Gain (loss) on asset dispositions and impairments, net | (2,900,000) | 18 |
Income from operations | (4,036,666) | 2,843,815 |
Accounts receivable, net | 1,365,940 | 596,099 |
Inventory, current and non-current | 589,757 | 1,138,313 |
Property, plant and equipment, net | 1,599,720 | 1,640,899 |
Construction in progress | 61,792 | 103,537 |
Intangibles, net | 847,778 | 947,778 |
Goodwill | 1,985,211 | 4,885,211 |
Total segment assets | $ 8,198,280 | $ 11,210,685 |
Segment information - Revenues
Segment information - Revenues earned by major geographic region and major customer (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 66,863,502 | $ 72,628,126 |
Cayman Islands [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,935,746 | 25,640,169 |
Bahamas [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 24,031,547 | 21,654,153 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 17,489,851 | 24,918,527 |
Management Services Agreement With OC-BVI [Membre] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 406,358 | 415,277 |
Water and Sewerage Corporation [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 24,031,547 | $ 21,527,487 |
Percentage of consolidated revenues | 36.00% | 30.00% |
One Customer [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 406,073 | $ 9,965,041 |
Percentage of consolidated revenues | 1.00% | 14.00% |
Segment information - Property,
Segment information - Property, plant and equipment, net by major geographic region (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 52,946,539 | $ 57,687,984 |
Cayman Islands [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 26,687,944 | 28,474,748 |
Bahamas [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | 24,004,707 | 26,975,427 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Property, Plant and Equipment, Net | $ 2,253,888 | $ 2,237,809 |
Segment information - Additiona
Segment information - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retail [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 2,517,407 | $ 2,388,781 |
Bulk [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 3,331,554 | 3,869,377 |
Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | 782,882 | 762,182 |
Manufacturing Units [Member] | ||
Segment Reporting Information [Line Items] | ||
Depreciation, Depletion and Amortization | $ 289,390 | $ 386,169 |
Cost of revenues and general _3
Cost of revenues and general and administrative expenses - Cost of revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | $ 43,356,311 | $ 45,859,671 |
Electricity [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 5,698,148 | 5,389,361 |
Depreciation [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 5,855,073 | 6,202,012 |
Fuel oil [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 5,742,056 | 4,157,393 |
Employee costs [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 12,439,042 | 11,465,514 |
Maintenance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 2,092,776 | 2,859,262 |
Retail license royalties [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 1,418,820 | 1,489,862 |
Insurance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 1,625,862 | 1,491,799 |
Materials [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | 1,952,764 | 5,786,698 |
Other [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
Cost of revenue | $ 6,531,770 | $ 7,017,770 |
Cost of revenues and general _4
Cost of revenues and general and administrative expenses - General and administrative expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | $ 18,350,359 | $ 18,434,898 |
Employee costs [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 9,562,125 | 10,086,588 |
Insurance [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 1,813,026 | 1,436,957 |
Professional fees [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 1,506,423 | 1,488,948 |
Directors' fees and expenses [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 851,775 | 865,555 |
Depreciation [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 140,140 | 133,477 |
Amortization of intangibles [Member] | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | 746,667 | 891,667 |
Other [Member]. | ||
Cost of revenues and general and administrative expenses [Line Items] | ||
General and Administrative Expense | $ 3,730,203 | $ 3,531,706 |
Stock-based compensation - Sign
Stock-based compensation - Significant weighted average assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation | ||
Risk free interest rate | 0.20% | 0.17% |
Expected option life (years) | 1 year 2 months 12 days | 1 year 1 month 6 days |
Expected volatility | 31.92% | 51.19% |
Expected dividend yield | 2.87% | 2.42% |
Stock-based compensation - Stoc
Stock-based compensation - Stock option activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at the beginning of period -Options | shares | 10,030 |
Granted - Options | shares | 12,032 |
Exercised - Options | shares | (2,106) |
Forfeited/expired - Options | shares | (9,466) |
Outstanding at the ending of period -Options | shares | 10,490 |
Outstanding-Weighted Average Exercise Price at the beginning of period - Options | $ / shares | $ 12.98 |
Granted-Weighted Average Exercise Price | $ / shares | 9.33 |
Exercised-Weighted Average Exercise Price | $ / shares | 8.10 |
Forfeited/expired-Weighted Average Exercise Price | $ / shares | 9.44 |
Outstanding-Weighted Average Exercise Price at the ending of period - Options | $ / shares | $ 12.98 |
Outstanding-Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 18 days |
Stock-based compensation - Weig
Stock-based compensation - Weighted average fair value of options at the date of grant and the intrinsic value of options exercised (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 7,876 | $ 3,891 |
Below Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.71 | $ 2.70 |
Below Market Price [Member] | Employees [Member] | Preferred stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 3.71 | 2.70 |
At Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 2.89 | 2.45 |
At Market Price [Member] | Management Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
At Market Price [Member] | Employees [Member] | Common stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 2.89 | 2.45 |
Above Market Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
Above Market Price [Member] | Management Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 0 | 0 |
Above Market Price [Member] | Employees [Member] | Preferred stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 |
Stock-based compensation (Detai
Stock-based compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 14, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative financial performance targets measurement period | 3 years | ||
Number of stock grant rights issued | 12,032 | ||
Allocated Share-based Compensation Expense, Net of Tax | $ 137,215 | $ 125,487 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 10,490 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 12.98 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Non Vested Outstanding Weighted Average Remaining Contractual Term | 2 years 3 months 18 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 3 months 18 days | ||
Preferred stock value | $ 17,181 | 18,641 | |
Number of days employee option to purchase preferred stock must be exercised | 30 days | ||
Share-based Compensation | $ 977,232 | $ 1,163,261 | |
Closing Price of Common Shares | $ 10.64 | ||
Non Executive Directors Share Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock grant rights issued | 30,911 | 19,712 | |
Share-based Compensation | $ 319,002 | $ 318,991 | |
Non-Performance-Based Grants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Cumulative financial performance targets measurement period | 3 years | ||
Number of stock grant rights issued | 26,403 | 23,458 | |
Number of vested shares issued | $ 25,789 | $ 28,891 | |
Allocated Share-based Compensation Expense | $ 306,250 | $ 344,940 | |
Performance-Based Grants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Cumulative financial performance targets measurement period | 3 years | 3 years | |
Number of stock grant rights issued | 18,419 | 31,788 | |
Allocated Share-based Compensation Expense | $ 214,765 | $ 373,843 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 16,554 | ||
Employee Stock Option [Member] | Common Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock grant rights issued | 3,400 | 2,100 | |
Equity Incentive Plan2008 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | ||
Redeemable preferred stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Non Vested Outstanding Weighted Average Remaining Contractual Term | 1 year 2 months 1 day | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 147,074 | ||
Preferred stock value | $ 0 | ||
Additional consecutive individual requisite service period required for eligibility in Employee Share Incentive Plan | 4 years | ||
Number of preferred shares converted to common shares dependent upon specific criteria | 1 | ||
Number of common shares received upon conversion of preferred shares dependent upon specific criteria | 1 | ||
Number of average trading price of the common stock | 7 days | ||
Stock Issued During Period, Shares, Issued for Services | 8,632 | 6,123 |
Retirement benefits (Details)
Retirement benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Pension Expense | $ 584,278 | $ 576,096 |
Cayman Islands [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 5.00% | |
Maximum annual contribution amount | $ 104,400 | |
FLORIDA | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 6.00% | |
California [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Matching Contribution, Percent of Employees' Gross Pay | 2.00% | |
California [Member] | Defined Contribution Plan, Employer Matching Contribution, 25 Percent of Match [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Matching Contribution, Percent of Match | 25.00% | |
California [Member] | Defined Contribution Plan, Employer Matching Contribution, 25 Percent of Match [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer Matching Contribution, Percent of Match | 10.00% |
Financial instruments (Details)
Financial instruments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Recurring | ||
Fair value, Assets | $ 128,000 | $ 0 |
Net liability arising from put/call options | 0 | (690,000) |
Fair Value, Inputs, Level 3 [Member] | ||
Recurring | ||
Fair value, Assets | 128,000 | |
Net liability arising from put/call options | $ (690,000) | |
Certificate of deposit [Member] | ||
Recurring | ||
Fair value, Assets | 2,500,000 | |
Certificate of deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Recurring | ||
Fair value, Assets | $ 2,500,000 |
Financial instruments - Level 3
Financial instruments - Level 3 activity (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Net (liability)/asset arising from put/call options | |
Balance as of December 31, 2020 | $ (690,000) |
Unrealized gain | 818,000 |
Balance as of December 31, 2021 | $ 128,000 |
Financial instruments - Additio
Financial instruments - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of days after consumption billings are considered past due | 45 days |
Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Duration certain foreign currencies are fixed to the dollar | 20 years |
Commitments and contingencies (
Commitments and contingencies (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Contingencies | ||
Employment Agreement Base Annual Salaries | $ 3.9 | |
Number of reporting units | item | 4 | |
Cayman Water Retail Operations, Percentage Of Revenue | 33.00% | 32.00% |
Cayman Water Retail Operations, Percentage Of Gross Profit | 47.00% | 44.00% |
Long-term Purchase Commitment, Amount | $ 5.1 | |
WSC [Member] | ||
Contingencies | ||
Accounts Receivable, Net | 21.5 | $ 16.8 |
Payments in accounts receivable | $ 22.9 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Accounts payable outstanding | $ 163,947 | $ 200,558 |
PERC Water Corporation | ||
Related Party Transaction [Line Items] | ||
Purchases of services | 438,000 | 1,349,000 |
Accounts payable outstanding | 164,000 | $ 201,000 |
Amount of expense related to sublease agreement | $ 77,000 |
Supplemental disclosure of ca_3
Supplemental disclosure of cash flow information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosure of cash flow information | ||
Interest paid in cash | $ 10,248 | $ 9,669 |
Non-cash transactions: | ||
Dividends declared but not paid | 1,298,148 | 1,289,854 |
Transfers from inventory to property, plant and equipment and construction in progress | 189,924 | 73,464 |
Transfers from construction in progress to property, plant and equipment | 644,224 | 1,653,501 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,852,608 | 299,992 |
Purchase of equipment through issuance of long-term debt | $ 95,707 | $ 122,292 |