CONSOLIDATED WATER CO. LTD., 10-K filed on 3/31/2021
Annual Report
v3.21.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2020
Mar. 26, 2021
Jun. 30, 2020
Document and Entity Information      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2020    
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    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   15,169,687  
Entity Central Index Key 0000928340    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Public Float     $ 207,036,890
v3.21.1
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Current assets    
Cash and cash equivalents $ 43,794,150 $ 42,071,083
Accounts receivable, net 21,483,976 22,953,659
Inventory 3,214,178 3,287,555
Prepaid expenses and other current assets 2,412,282 1,559,448
Contract assets 516,521 1,677,041
Current assets of discontinued operations 1,511,099 1,619,056
Total current assets 72,932,206 73,167,842
Property, plant and equipment, net 57,687,984 61,238,752
Construction in progress 440,384 1,335,597
Inventory, noncurrent 4,506,842 4,404,378
Investment in OC-BVI 2,092,146 1,903,602
Goodwill 13,325,013 13,325,013
Intangible assets, net 4,148,333 5,040,000
Operating lease right-of-use assets 1,329,561 1,811,516
Other assets 1,926,594 2,120,708
Long-term assets of discontinued operations 21,166,489 27,669,966
Total assets 179,555,552 192,017,374
Current liabilities    
Accounts payable, accrued expenses and other current liabilities 2,856,127 3,503,561
Accounts payable - related parties 200,558 57,410
Accrued compensation 1,434,106 1,821,395
Dividends payable 1,300,022 1,292,187
Current maturities of operating leases 455,788 688,540
Current portion of long-term debt 42,211 17,753
Contract liabilities 461,870 339,616
Current liabilities of discontinued operations 188,434 178,382
Total current liabilities 6,939,116 7,898,844
Long-term debt, noncurrent 126,338 61,146
Deferred tax liabilities 1,440,809 1,529,035
Noncurrent operating leases 982,076 1,156,543
Net liability arising from put/call options 690,000 664,000
Other liabilities 362,165 75,000
Long-term liabilities of discontinued operations 2,499 2,679,932
Total liabilities 10,543,003 14,064,500
Commitments and contingencies
Consolidated Water Co. Ltd. stockholders' equity    
Redeemable preferred stock, $0.60 par value. Authorized 200,000 shares; issued and outstanding 31,068 and 33,751 shares, respectively 18,641 20,251
Additional paid-in capital 86,893,486 88,356,509
Retained earnings 64,910,709 66,352,733
Total Consolidated Water Co. Ltd. stockholders' equity 160,909,046 163,759,258
Non-controlling interests 8,103,503 14,193,616
Total equity 169,012,549 177,952,874
Total liabilities and equity 179,555,552 192,017,374
Common Class A [Member]    
Consolidated Water Co. Ltd. stockholders' equity    
Common stock value 9,086,210 9,029,765
Common Class B [Member]    
Consolidated Water Co. Ltd. stockholders' equity    
Common stock value $ 0 $ 0
v3.21.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2020
Dec. 31, 2019
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 31,068 33,751
Redeemable preferred stock, outstanding 31,068 33,751
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 15,143,683 15,049,608
Common stock, outstanding 15,143,683 15,049,608
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
v3.21.1
CONSOLIDATED STATEMENTS OF INCOME - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
CONSOLIDATED STATEMENTS OF INCOME    
Total revenue $ 72,628,126 $ 68,793,651
Total cost of revenue 45,859,671 40,519,303
Gross profit 26,768,455 28,274,348
General and administrative expenses 18,434,898 17,001,164
Gain on asset dispositions and impairments, net 13,997 445,041
Income from operations 8,347,554 11,718,225
Other income (expense):    
Interest income 540,096 588,509
Interest expense (9,669) (1,332)
Profit-sharing income from OC-BVI 135,675 16,200
Equity in the earnings of OC-BVI 371,019 44,765
Net unrealized gain (loss) on put/call options (26,000) 56,000
Other 71,825 82,410
Other income, net 1,082,946 786,552
Income before income taxes 9,430,500 12,504,777
Provision for income taxes 86,724 66,621
Net income from continuing operations 9,343,776 12,438,156
Income from continuing operations attributable to non-controlling interests 730,005 1,549,978
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 10,888,178
Gain on sale of discontinued operations 0 3,621,170
Net loss from discontinued operations (4,902,243) (2,333,255)
Total income (loss) from discontinued operations (4,902,243) 1,287,915
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528 $ 12,176,093
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations $ 0.56 $ 0.72
Discontinued operations (0.32) 0.09
Basic earnings (loss) per share 0.24 0.81
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations 0.56 0.72
Discontinued operations (0.32) 0.08
Diluted earnings (loss) per share 0.24 0.80
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 15,119,305 15,025,639
Diluted earnings per share 15,223,955 15,137,076
v3.21.1
CONSOLIDATED STATEMENTS OF INCOME (Parenthetical) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
CONSOLIDATED STATEMENTS OF INCOME    
Total cost of revenue (including purchases from related parties of $1,349,331 in 2020 and $10,295 in 2019) $ 1,349,331 $ 10,295
v3.21.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
Redeemable preferred stock [Member]
Common stock [Member]
Additional paid-in capital [Member]
Retained earnings [Member]
Cumulative translation adjustment [Member]
Non controlling interests [Member]
Total
Balance at Dec. 31, 2018 $ 20,878 $ 8,989,744 $ 87,211,953 $ 59,298,161 $ (549,555) $ 8,784,722 $ 163,755,903
Balance (in shares) at Dec. 31, 2018 34,796 14,982,906          
Issuance of share capital $ 4,376 $ 35,683 (40,059) 0 0 0 0
Issuance of share capital (in shares) 7,293 59,472          
Conversion of preferred stock $ (4,338) $ 4,338 0 0 0 0 0
Conversion of preferred stock (in shares) (7,230) 7,230          
Buyback of preferred stock $ (1,605) $ 0 (22,491) 0 0 0 (24,096)
Buyback of preferred stock (in shares) (2,674) 0          
Net income $ 0 $ 0 0 12,176,093 0 1,549,978 13,726,071
Exercise of options $ 940 $ 0 14,882 0 0 0 15,822
Exercise of options (in shares) 1,566 0          
Dividends declared $ 0 $ 0 0 (5,121,521) 0 0 (5,121,521)
PERC non-controlling interest at acquisition date 0 0 0 0 0 3,617,634 3,617,634
Sale of CW-Bali 0 0 0 0 549,555 241,282 790,837
Stock-based compensation 0 0 1,192,224 0 0 0 1,192,224
Balance at Dec. 31, 2019 $ 20,251 $ 9,029,765 88,356,509 66,352,733 0 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 0
Issuance of share capital (in shares) 6,123 84,610          
Conversion of preferred stock $ (5,679) $ 5,679 0 0 0 0 0
Conversion of preferred stock (in shares) (9,465) 9,465          
Buyback of preferred stock $ (105) $ 0 (1,623) 0 0 0 (1,728)
Buyback of preferred stock (in shares) (176) 0          
Net income $ 0 $ 0 0 3,711,528 0 730,005 4,441,533
Exercise of options $ 500 $ 0 9,661 0 0 0 $ 10,161
Exercise of options (in shares) 835 0         835
Purchase of noncontrolling interests in Aerex and PERC $ 0 $ 0 (2,579,882) 0 0 (6,820,118) $ (9,400,000)
Dividends declared 0 0 0 (5,153,552) 0 0 (5,153,552)
Stock-based compensation 0 0 1,163,261 0 0 0 1,163,261
Balance at Dec. 31, 2020 $ 18,641 $ 9,086,210 $ 86,893,486 $ 64,910,709 $ 0 $ 8,103,503 $ 169,012,549
Balance (in shares) at Dec. 31, 2020 31,068 15,143,683          
v3.21.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Cash flows from operating activities    
Net income $ 4,441,533 $ 13,726,071
Adjustments to reconcile net income to net cash provided by operating activities:    
Impairment loss for Mexico assets - discontinued operations 3,351,842 0
Depreciation and amortization of discontinued operations 4,545 4,545
Foreign currency transaction adjustment - discontinued operations 3,528 (104,736)
Loss from discontinued operations 1,542,328 2,433,446
Loss on sale of discontinued operations 0 (3,621,170)
Depreciation and amortization 7,406,509 7,203,102
Deferred income tax benefit (221,829) (239,848)
Provision for doubtful accounts 129,107 0
Unrealized (gain) loss on net put/call option 26,000 (56,000)
Compensation expense relating to stock and stock option grants 1,163,261 1,192,224
Gain (Loss) on Disposition of Assets (13,997) (445,041)
Foreign currency transaction adjustment 0 (255)
Profit-sharing and equity in earnings of OC-BVI (506,694) (60,965)
Distribution of earnings from OC-BVI 318,150 742,350
Change in:    
Accounts receivable and contract assets 2,541,096 (356,223)
Inventory (102,551) (1,357,032)
Prepaid expenses and other assets (629,734) (298,611)
Accounts payable, accrued expenses and other current liabilities, and contract liabilities (482,156) (1,342,463)
Net cash provided by operating activities - continuing operations 18,970,938 17,419,394
Net cash used in operating activities - discontinued operations (1,635,646) (2,215,736)
Net cash provided by operating activities 17,335,292 15,203,658
Cash flows from investing activities    
Additions to property, plant and equipment and construction in progress (1,728,393) (3,525,122)
Proceeds from asset dispositions 8,638 453,480
Proceeds from sale of discontinued operations, net of cash provided 0 6,971,234
Acquisition of PERC, net of cash acquired 0 (3,147,438)
Collections on loans receivable 0 734,980
Net cash provided by (used in) investing activities - continuing operations (11,119,755) 1,487,134
Net cash used in investing activities - discontinued operations 0 (1,499)
Net cash provided by (used in) investing activities (11,119,755) 1,485,635
Cash flows from financing activities    
Dividends paid to common shareholders (5,133,727) (5,097,602)
Dividends paid to preferred shareholders (11,990) (18,225)
Repurchase of redeemable preferred stock (1,728) (24,096)
Proceeds received from exercise of stock options 10,161 15,822
Principal repayments on long-term debt (32,642) 0
Net cash used in financing activities (5,169,926) (5,124,101)
Net increase in cash and cash equivalents 1,045,611 11,565,192
Cash and cash equivalents at beginning of period 42,071,083 31,111,968
Cash and cash equivalents at beginning of period - discontinued operations 831,586 225,509
Less: cash and cash equivalents at end of period - discontinued operations (154,130) (831,586)
Cash and cash equivalents at end of period 43,794,150 42,071,083
Non-cash transactions:    
Right-of-use assets obtained in exchange for new operating lease liabilities 299,992 2,429,305
Aerex    
Cash flows from investing activities    
Acquisition of noncontrolling interest in subsidiaries (8,500,000) 0
PERC Water Corporation    
Cash flows from investing activities    
Acquisition of noncontrolling interest in subsidiaries $ (900,000) $ 0
v3.21.1
Principal activity
12 Months Ended
Dec. 31, 2020
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.

v3.21.1
Accounting policies
12 Months Ended
Dec. 31, 2020
Accounting policies  
Accounting policies

2. Accounting policies

Basis of preparation: The consolidated financial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America.

Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, goodwill and put/call options. Actual results could differ significantly from such estimates.

Basis of consolidation: The accompanying consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. (“Aerex”), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), DesalCo Limited (“DesalCo”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), and PERC Water Corporation ("PERC"). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.

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: The Company’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its foreign operating subsidiaries (other than NSC, AdR and CW-Cooperatief) is the currency for each respective country. The functional currency for NSC, AdR and CW-Cooperatief is the US$. NSC and AdR conduct business in US$ and Mexican peso and CW-Cooperatief conducts business in US$ and euros. The exchange rates for the Cayman Islands dollar and the Bahamian dollar are fixed to the US$. The exchange rates for conversion of Mexican pesos and euros into US$ vary based upon market conditions. Net foreign currency gains arising from transactions and re-measurements were $68,818 and $71,923 for the year ended December 31, 2020 and 2019, respectively, and are included in “Other income (expense) - Other” in the accompanying consolidated statements of income.

Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of December 31, 2020 and 2019

include $8.5 million and $12.7 million, respectively, of certificates of deposits with an original maturity of three months or less.

As of December 31, 2020, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $10.3 million. As of December 31, 2020, the Company held cash in foreign bank accounts of approximately $32.8 million.

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, 2020, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $15.9 million.

Accounts receivable and allowance for doubtful accounts: Accounts receivable are recorded at invoiced amounts based on meter readings, contractual amounts, fixed fees plus reimbursables or time and materials per contractual agreements. 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. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write-off experience and monthly review of delinquent accounts. Past due balances are reviewed individually for collectability and disconnection. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered by management to be remote.

Inventory: Inventory primarily includes consumables stock and spare parts stock that are valued at cost, less an allowance for obsolescence, with cost determined on the first-in, first-out basis. Inventory also includes potable water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of the average cost of producing water during the year or its net realizable value.

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. The Company records contract assets and contract liabilities to account for these differences in timing.

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 significant financing components.

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 is stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows:

Buildings

    

5 to 40 years

Plant and equipment

 

4 to 40 years

Distribution system

 

3 to 40 years

Office furniture, fixtures and equipment

 

3 to 10 years

Vehicles

 

3 to 10 years

Leasehold improvements

 

Shorter of 5 years or lease term

Lab equipment

 

5 to 10 years

Additions to property, plant and equipment are comprised of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service.

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, 2020 or 2019.

Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amounts are not recoverable through their undiscounted cash flows and measures the impairment loss based on the difference between the carrying amounts and estimated fair values.

Goodwill and intangible assets: Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units, which consist of the retail, bulk, and manufacturing business segments, and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares the fair value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded.

For the years ended December 31, 2020 and 2019, 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, 2020 and 2019 by applying the guideline public company method. The Company also estimated the fair value of each of its reporting units for the year ended December 31, 2019 by referencing the market multiples implied by guideline merger and acquisition transactions (the mergers and acquisition method). The Company considered utilizing the mergers and acquisition method for the year ended December 31, 2020 but due to a lack of relevant meaningful mergers and acquisition activity during the year, such method was not utilized for 2020.

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 were as follows:

As of December 31, 2020

Method

    

Retail

    

Bulk

    

Services

 

Manufacturing

 

Discounted cash flow

 

80

80

80

%

80

%

Guideline public company

 

20

20

20

%

20

%

Mergers and acquisitions

 

%

%

 

100

100

100

%

100

%

As of December 31, 2019

Method

    

Retail

    

Bulk

    

Manufacturing

 

Discounted cash flow

 

80

%  

80

%  

80

%

Guideline public company

 

10

%  

10

%  

10

%

Mergers and acquisitions

 

10

%  

10

%  

10

%

 

100

%  

100

%  

100

%

The fair values the Company estimated for its retail, bulk, services and manufacturing reporting units exceeded their carrying amounts by 101%, 49%, 17%, and 31% respectively, as of December 31, 2020. The fair values the Company estimated for its retail and bulk reporting units exceeded their carrying amounts by 74% and 58%, respectively, as of December 31, 2019. The assets and liabilities for the Companys’ services reporting unit consist almost entirely of those for PERC, which was acquired on October 24, 2019, and therefore the Company estimated that the fair value of its services reporting unit closely approximated its carrying value as of December 31, 2019. The Company’s manufacturing reporting unit consists entirely of Aerex and the remaining 49% ownership interest of Aerex was purchased on January 24, 2020 for $8,500,000. The Company considered this purchase, the manufacturing reporting unit’s results of operations for the year ended December 31, 2019, its projected results of operations for the year ending December 31, 2020, and the amount by which its estimated fair value exceeded its carrying amount as of December 31, 2018 to determine that it is more likely than not that the fair value of the manufacturing reporting unit exceeded its carrying amount as of December 31, 2019.

On February 11, 2016, the Company acquired 51% ownership interest in Aerex. In connection with this acquisition the Company recorded goodwill of $8,035,211. Aerex’s actual results of operations for the six months in 2016 following the acquisition fell significantly short of the projected results for this period that were included in the cash flow projections the Company utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, the Company determined that the carrying value of the Aerex goodwill exceeded its fair value and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016, included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to reduce the carrying value of this goodwill to $6,285,211. As part of the Company’s annual impairment testing of goodwill performed during the fourth quarter, in 2017 the Company updated its projections for Aerex’s future cash flows, determined that the carrying value of the Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,400,000 for the three months ended December 31, 2017, which is included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to further reduce the carrying value of the goodwill to $4,885,211.

Approximately 80% and 68% of Aerex’s revenue, and 89% and 68% of Aerex’s gross profit, for the years ended December 31, 2020 and 2019, respectively, were generated from sales to one customer. In October 2020, this customer verbally informed Aerex that, for inventory management purposes, it was suspending its purchases from Aerex following 2020 for a period of approximately one year. This customer has verbally informed Aerex that it presently expects to recommence its purchases from Aerex beginning with the first quarter of 2022. However, the Company can offer no assurances that this customer will recommence its purchases from Aerex at that time. Furthermore, any such future purchases (should they occur) may not generate as much revenue and gross profit as Aerex has historically earned from this customer. The Company is seeking to replace the anticipated loss in revenue and gross profit from this customer by increasing sales of other products that it manufactures to new and existing customers, however, it may not be able to do so.

As a result of this anticipated loss of revenue for Aerex, the Company updated its projections for the manufacturing reporting unit’s future cash flows. Such projections assume, in part, that Aerex’s major customer will recommence its purchases from Aerex in 2022 but at a reduced aggregate amount, as compared to 2020 and 2019. Based upon these updated projections, the Company tested its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. As a result of this impairment testing, it determined that the estimated fair value of the manufacturing reporting unit exceeded its carrying value as of December 31, 2020. However, the Company may be required to record an impairment loss in the future to reduce the carrying value of the manufacturing reporting unit’s goodwill should it be determined that Aerex’s future net cash inflows will be less than the Company’s most current expectations. Any such impairment loss could have a material adverse impact on its consolidated financial condition and results of operations.

In February 2019, the Company sold its former Belize subsidiary (see Note 8) As a result of this sale, this former subsidiary has been accounted for as discontinued operations in the consolidated financial statements, and bulk segment goodwill of approximately $380,000 as of December 31, 2018 associated with this former subsidiary was reclassified to long-term assets of discontinued operations in the consolidated statements of financial condition.

Investments: Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary.

Other assets: Under the terms of CW-Bahamas’ contract with the Water and Sewerage Corporation of The Bahamas (“WSC”) to supply water from its Blue Hills desalination plant, CW-Bahamas was required to reduce the amount of water lost by the public water distribution system on New Providence Island, The Bahamas, over a one-year period by 438 million gallons, a requirement CW-Bahamas met during 2007. The Company was solely responsible for the engineering, labor and materials costs incurred to affect the reduction in lost water, which were capitalized and are being amortized on a straight-line basis over the original remaining life of the Blue Hills contract. Such costs are included in other assets and aggregated approximately $3.5 million as of December 31, 2020 and 2019. Accumulated amortization for these costs was approximately $2.5 million and $2.4 million as of December 31, 2020 and 2019, respectively. Amortization expense was $179,353 for the years ended December 31, 2020 and 2019.

Income taxes: The Company accounts for the income taxes arising from the operations of its United States subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized.

The Company is not presently subject to income taxes in the other countries in which it operates.

Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenue disaggregated by revenue source.

 

Year Ended December 31, 

 

2020

    

2019

Retail revenue

$

22,952,370

$

26,456,022

Bulk revenue

 

24,312,546

 

26,986,108

Services revenue

 

12,937,859

 

1,759,446

Manufacturing revenue

 

12,425,351

 

13,592,075

Total revenue

$

72,628,126

$

68,793,651

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 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2020 and 2019, bad debts represented less than 1% of the Company’s total retail sales.

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 and $237,000 for the years ended December 31, 2020 and 2019, respectively.

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 develops, 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 services revenue from DesalCo and PERC and generates manufacturing revenue from Aerex.

The Company recognizes revenue for its construction and specialized/custom manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and amounts payable to subcontractors. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any contract assets are classified as current assets. Contract liabilities on uncompleted contracts, if any, are classified as current liabilities.

The Company has elected the “right to invoice” practical expedient for revenue recognition on its services agreements and recognizes revenue in the amount to which the Company has a right to invoice.

Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

Comparative amounts: Certain amounts presented in the financial statements previously issued for 2019 have been reclassified to conform to the current year’s presentation.

v3.21.1
Cash and cash equivalents
12 Months Ended
Dec. 31, 2020
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, 2020 and 2019, the equivalent United States dollars are denominated in the following currencies:

December 31, 

    

2020

    

2019

Bank accounts:

 

  

 

  

United States dollar

$

14,001,264

$

15,661,140

Cayman Islands dollar

 

5,650,874

 

6,690,274

Bahamian dollar

 

14,863,287

 

6,353,936

Bermudian dollar

 

2,832

 

3,084

 

34,518,257

 

28,708,434

Short term deposits:

 

  

 

  

United States dollar

 

5,796,582

 

11,100,185

Cayman Islands dollar

 

2,413,547

 

1,209,954

Bahamian dollar

 

1,065,764

 

1,052,510

 

9,275,893

 

13,362,649

Total cash and cash equivalents

$

43,794,150

$

42,071,083

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.

v3.21.1
Accounts receivable, net
12 Months Ended
Dec. 31, 2020
Accounts receivable, net.  
Accounts receivable, net

4. Accounts receivable, net

December 31, 

    

2020

    

2019

Trade accounts receivable

$

21,422,782

$

22,862,706

Receivable from OC-BVI

 

62,171

 

10,808

Other accounts receivable

 

269,133

 

222,381

 

21,754,086

 

23,095,895

Allowance for doubtful accounts

 

(270,110)

 

(142,236)

Accounts receivable, net

$

21,483,976

$

22,953,659

The activity for the allowance for doubtful accounts consisted of:

December 31, 

    

2020

    

2019

Opening allowance for doubtful accounts

$

142,236

$

158,902

Provision for doubtful accounts

 

129,107

 

Accounts written off during the year

 

(1,233)

 

(16,666)

Ending allowance for doubtful accounts

$

270,110

$

142,236

Significant concentrations of credit risk are disclosed in Note 18.

v3.21.1
Inventory
12 Months Ended
Dec. 31, 2020
Inventory  
Inventory

5. Inventory

December 31, 

    

2020

    

2019

Water stock

$

27,938

$

33,694

Consumables stock

 

105,540

 

118,286

Spare parts stock

 

7,587,542

 

7,539,953

Total inventory

 

7,721,020

 

7,691,933

Less current portion

 

3,214,178

 

3,287,555

Inventory (non-current)

$

4,506,842

$

4,404,378

v3.21.1
Contracts in progress
12 Months Ended
Dec. 31, 2020
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, 

2020

2019

Revenue recognized to date on contracts in progress

$

17,534,449

    

$

16,054,699

Amounts billed to date on contracts in progress

 

(17,791,928)

 

(15,078,830)

Retainage

312,130

361,556

Net contract asset

$

54,651

$

1,337,425

The above net balances are reflected in the accompanying consolidated balance sheet as follows:

December 31,

2020

2019

Contract assets

$

516,521

    

$

1,677,041

Contract liabilities

 

(461,870)

 

(339,616)

Net contract asset

$

54,651

$

1,337,425

As of December 31, 2020, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $2.0 million in aggregate transaction price for contracts with an original expected length of greater than one year. The Company expects to earn revenue as it satisfies its performance obligations under those contracts in the amount of approximately $1.7 million during the year ending December 31, 2021 and $0.3 million thereafter.

v3.21.1
Property, plant and equipment and construction in progress
12 Months Ended
Dec. 31, 2020
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, 

    

2020

    

2019

Land

$

3,566,537

$

3,566,537

Buildings

 

23,250,843

 

23,176,106

Plant and equipment

 

63,734,860

 

64,840,636

Distribution system

 

39,149,063

 

36,538,614

Office furniture, fixtures and equipment

 

3,079,362

 

3,038,589

Vehicles

 

1,999,463

 

1,582,053

Leasehold improvements

 

274,230

 

272,092

Lab equipment

 

12,456

 

14,958

 

135,066,814

 

133,029,585

Less accumulated depreciation

 

77,378,830

 

71,790,833

Property, plant and equipment, net

$

57,687,984

$

61,238,752

Construction in progress

$

440,384

$

1,335,597

As of December 31, 2020, the Company had outstanding capital commitments of $29,145. The Company maintains insurance for loss or damage to all fixed assets that it deems susceptible to loss. The Company does not insure its underground distribution system as the Company considers the possibility of material loss or damage to this system to be remote. During the years ended December 31, 2020 and 2019, $1,653,501 and $7,755,375, respectively, of construction in progress was placed in service. Depreciation expense was $6,335,489 and $5,510,336 for the years ended December 31, 2020 and 2019, respectively.

v3.21.1
Discontinued operations
12 Months Ended
Dec. 31, 2020
Discontinued operations.  
Discontinued operations

8. Discontinued operations

Mexico project development

In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50% interest in NSC, a development stage Mexican company. CW-Cooperatief has since purchased, through the conversion of a loan it made to NSC, additional shares that increased its ownership interest in NSC to 99.99%. NSC was formed to pursue a project (the “Project”) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. As discussed in paragraphs that follow, during 2015 the scope of the Project was defined by the State of Baja California (the “State”) to consist of a first phase consisting of a 50 million gallon per day plant and an aqueduct that connects to the Mexican potable water infrastructure and a second phase consisting of an additional 50 million gallons per day of production capacity.

Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $21.1 million on which the proposed Project’s plant would be constructed.

In August 2014, the State enacted new legislation to regulate Public-Private Association projects which involve the type of long-term contract between a public-sector authority and a private party required for the Project (the “APP Law”). Pursuant to this new legislation, in January 2015, NSC submitted an expression of interest for its project to the Ministry of Infrastructure and Urban Development of the State of Baja California (“SIDUE”). SIDUE accepted NSC’s expression of interest and requested that NSC submit a detailed proposal for the Project that complied with the requirements of the new legislation. NSC submitted this detailed proposal (the “APP Proposal”) to SIDUE in late March 2015. The new

legislation required that such proposal be evaluated by SIDUE and submitted to the Public-Private Association Projects State Committee (the “APP Committee”) for review and authorization.

In response to its APP Proposal, in September 2015 NSC received a letter dated June 30, 2015 from the Director General of the Comisión Estatal del Agua de Baja California (“CEA”), the State agency with responsibility for the Project, stating that (i) the Project is in the public interest with high social benefits and is consistent with the objectives of the State development plan; and (ii) that the Project should proceed, and the required public tender should be conducted. In November 2015, the State officially commenced the tender for the Project, the scope of which the State defined as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and an aqueduct that connects to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium (the “Consortium”) comprised of NSC, NuWater S.A.P.I. de C.V. (“NuWater”) and Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., submitted its tender for the Project in April 2016 and in June 2016, the State designated the Consortium as the winner of the tender process for the Project.

In August 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operations and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operations. NSC initially owned 99.6% of the equity of AdR. In February 2018, 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, 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 public 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 January 2025. 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, the plant and aqueduct would have been transferred to CEA.

In December 2016, the Congress of the State of Baja California, Mexico (the “Congress”) passed Decreto #57 which, among other things, ratified and authorized the payment obligations of the corresponding public entities under the APP Contract and authorized the corresponding public entities to obtain a credit facility to guarantee their payment obligations. During 2017, following consultations between representatives of the State and the Ministry of Finance of the Federal Government of Mexico, it was determined that certain amendments to Decreto #57 were required to comply with recent changes to the Federal Financial Discipline Law for Federative Entities and Municipalities. In addition, an amendment of Decreto #57 was required to authorize the inclusion of revenue from the CESPT in the primary payment trust for the Project. These amendments were included in Decreto #168, which was approved by the Congress in December 2017. The authorization of the payment obligations of the public entities under the APP Contract and for the execution of the credit agreement to guarantee such payment obligations given in Decreto #57, as amended by Decreto #168, expired on December 31, 2018. During the congressional session held at the end of March 2019, the Congress passed Decreto #335, which renewed the authorizations for the various payment trusts, guaranties and bank credit lines required to be established for the Project by the State entities. Decreto #335 expired December 31, 2019. During the congressional session held at the end of December 2019, the Congress passed Decreto #37, which renewed the authorizations for the various payment trusts, guaranties and bank credit lines required to be established for the Project by the State entities. Decreto #37 expired June 30, 2020.

Both the exchange rate for the Mexican peso relative to the dollar and general macroeconomic conditions in Mexico varied since the execution of the APP Contract. These changes adversely impacted the estimated construction, operating and financing costs for the Project. The APP Contract and the APP Law allowed for the parties to negotiate (but did not guarantee) modifications to the consideration (i.e. water tariff) under the APP Contract in the event of such significant

macroeconomic condition changes. In February 2017, AdR submitted proposals to CEA requesting the definition of the mechanism required by the APP Contract to update the consideration under the APP Contract for changes in foreign exchange rates, lending rates and certain laws which have impacted the Project. On June 1, 2018, AdR and CEA executed an amendment to the APP Contract which, among other things, increased the scope of Phase 1 of the Project for including the aqueduct originally designated for Phase 2, and addressed AdR’s concerns regarding the impact on the Project for changes in the exchange rate for the peso relative to the dollar and changes in interest rates that occurred subsequent to the submission of the Consortium’s bid for the Project. As a result of this amendment to the APP Contract, the final cost of Phase 1 and the related consideration to be charged by AdR under the APP Contract would have been determined based upon the bid submitted by the Consortium, the changes set forth in the amendment to the APP Contract and the economic conditions (e.g. interest rates and currency exchange rates) in effect on the financial closing date for Phase 1.

In February 2018, AdR executed a subscription agreement (the “Agreement”) for the equity funding required for the Project. The Agreement calls for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, would acquire a minimum of 55% of the equity of AdR. The Agreement also provided Suez MA with the option to purchase 20% of the equity of AdR. If Suez MA did not exercise this option, NSC would retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement became effective when the certain conditions precedent related to the Project were met. The aggregate investment to be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated at approximately 20% of the total cost of Phase 1 of the Project. This Agreement was scheduled to expire on September 30, 2020. NSC expected to generate a portion of its funding for its additional future equity investment in AdR through the sale to AdR of the land it had purchased for the Project.

Through June 30, 2020, NSC had paid approximately $3.0 million to acquire rights of way for the aqueduct to be constructed for the Project to deliver water to the Mexico public water system.

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 reasoning provided in the Letter for the decision to terminate the APP Contract is that the Project (a) is not financially feasible due to increases in the construction, operating and financing costs for the Project in addition to negative changes in economic conditions (e.g. interest rates and currency exchange rates); (b) is not sustainable for CEA and CESPT given its financial unfeasibility; (c) puts pressure to increase the rates charged to customers; (d) would force the Government of the State to cover a deficit of CEA and CESPT, thus preventing the State Government from spending on investment programs or social expenditures; and (e) negatively affects the general interest. 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.

As a consequence of the termination of the APP Contract, the rights of way NSC and AdR acquired for the aqueduct no longer have any value due to the loss of their strategic importance derived from their incorporation in the Project. Consequently, the Company recorded an impairment loss of approximately $(3.0 million) for the three months ended June 30, 2020 to write off its investment in these rights of way. The Company also recorded adjustments during the three months ended June 30, 2020 of $2.6 million and $2.2 million to reduce its operating lease right-of-use assets and operating lease liabilities, respectively, due to the planned cancellation (or transfer to the State) of a long-term land lease associated with the Project.

As a result of the cancellation of the APP Contract, during the three months ended September 30, 2020 the Company discontinued all project development activities associated with the Project and engaged a real estate broker 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 and the impairment loss incurred by the Company, have been reclassified from the services segment to discontinued operations in the accompanying consolidated financial statements as of and for the year ended December 31, 2020 and 2019.

Summarized financial information for the Mexico project development is as follows:

December 31, 

    

2020

    

2019

Cash

$

154,130

$

831,586

Prepaid expenses and other current assets

88,978

111,220

Value added taxes receivable

1,267,991

676,250

Property, plant and equipment, net

 

5,682

 

10,227

Land and rights of way

 

21,126,898

 

24,162,523

Other assets

 

33,909

 

3,497,216

Total assets of discontinued operations

$

22,677,588

$

29,289,022

 

  

 

  

Total liabilities of discontinued operations

$

190,933

$

2,858,314

Year Ended December 31,

    

2020

    

2019

Revenues

$

$

Income from operations

$

$

Net loss from discontinued operations

$

4,902,243

$

2,333,255

Gain on sale of discontinued operations

$

$

Depreciation expense

$

4,545

$

4,545

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, in due time and form, its 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 claim which was accepted by the federal district court in Tijuana.

The Company, AdR and NSC plan to vigorously pursue all legal remedies and courses of action available under the APP Contract and applicable law (including international treaties and agreements) with respect to any rights they may have upon termination of the APP Contract, including the reimbursement of expenses and investments. However, 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.

The Company, AdR and NSC will terminate the various agreements ancillary to the Project as a result of the termination of the APP Contract unless the State elects to assume such agreements.

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 courts, as a preliminary matter (a) suspend the effectiveness of the challenged transactions; (b) order certain public officials in Mexico to record the pendency of the lawsuit in the public records (including a special request to register a lien over the real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted. The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the “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, 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. Although EWG has certain remedies available to oppose to such resolution, at present NSC does not have knowledge of the filing thereof.

Notwithstanding the resolution of the Tenth Civil Judge to move to arbitration, subparagraphs a) through e) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order. Due to the current global COVID-19 pandemic, most tribunals in Mexico have suspended their activities intermittently since March 2020, with certain such tribunals restarting activities in August 2020. As such, several resolutions are pending issuance.

a) AdR amparo claim against the preliminary relief sought by EWG.

In April 2018, AdR filed an amparo against the official writs issued by the Tenth Civil Judge to two governmental entities. In May 2018, the amparo claim was amended to also request protection against additional official writs issued by the Tenth Civil Judge to two other governmental entities and one banking institution. In May 2018, the Third District Court for Amparo and Federal Trials in the State of Baja California with residence in Tijuana granted a temporary suspension of the effects and consequences of the claimed official writs issued by the Tenth Civil Judge pending a further determination by the Third District Court. Such suspension was granted definitively in July 2018, and in August 2018, a resolution determining that the claimed official writs are unconstitutional, was issued. EWG appealed such resolution, and in January 2020, the Collegiate Tribunal resolving such appeal dismissed the amparo filed by AdR. However, such dismissal does not adversely impact AdR, considering the resolution to the appeal mentioned in subparagraph b) that follows.

b) Appeal filed by NSC against the preliminary relief sought by EWG.

The appeal remedy filed by NSC on November 7, 2018 mentioned previously, suspended the proceeding (through the posting of a guarantee by NSC) and was resolved in December 2019 and communicated to EWG in January 2020. Such resolution revoked the order of the Tenth Civil Judge whereby EWG was granted the preliminary relief.

c) Amparo filed by EWG against the revocation of the preliminary relief.

In January 2020, EWG filed a new amparo claim against the resolution of the appeal remedy previously mentioned in item b). NSC has responded to this new amparo to vigorously oppose such amparo claim of EWG and to uphold the resolution of such appeal remedy. To this date, this amparo claim has not been resolved and, as such, it does not affect the revocation of the preliminary relief.

d) Administrative cancellation of registrations before the Public Registry of Property.

Despite the posting of a guarantee to release the preliminary relief sought by EWG within the ordinary mercantile claim, the Tenth Civil Judge failed to make the resolution effective, which would thereby rescind the previously mentioned preliminary relief granted to EWG.

Consequently, on June 19, 2019 (i.e. before obtaining a resolution revoking the preliminary relief as mentioned previously), NSC filed before the Public Registry of Property of Baja California a cancellation request for the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records.

On June 24, 2019, the Public Registry of Property of Baja California issued an encumbrances cancellation resolution, approving the release of the provisional lien and the preventive annotation recorded against NSC’s property in the public real estate records. Such encumbrances cancellation resolution was registered before the Public Registry of Property of Playas de Rosarito on June 25, 2019. On June 26, 2019, the Public Registry of Property of Playas de Rosarito issued a certificate of no liens with respect to the real estate owned by NSC.

e) Amparo filed by EWG against the administrative cancellation of registrations before the Public Registry of Property.

In November 2019, NSC learned that EWG had filed an amparo claim before the Third District Court in Tijuana against such encumbrances cancellation resolution, and in December 2019, NSC responded to such claim, vigorously opposing it. Thereafter, NSC submitted a motion to dismiss, based on the resolution of the appeal remedy mentioned previously in subparagraph b) revoking the preliminary relief, previously mentioned in item (ii). The Court resolved in favor of such motion to dismiss, and thereafter certified that EWG did not file an appeal remedy against such resolution within the applicable term. Thus, the mentioned dismissal is definitive.

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.

CW-Belize

On February 14, 2019, the Company completed the sale of its former subsidiary, Consolidated Water (Belize) Limited ("CW-Belize") to Belize Water Services Ltd. (“BWSL”) effective January 1, 2019. After adjustments, the final price for CW-Belize was approximately $7.0 million. Pursuant to the sale and purchase agreement, BWSL initially paid the

Company $6.735 million of the purchase price and approximately $265,000 was withheld to cover indemnification obligations of the Company under the agreement. The remaining $265,000 of the purchase price was paid by BWSL in August 2019. As a result of the sale of CW-Belize, the Company realized a gain of $3,621,170, which is reported as gain on sale of discontinued operations in the accompanying consolidated statement of operations for the year ended December 31, 2019.

CW-Bali

Through its subsidiary, CW-Bali, the Company built a seawater reverse osmosis desalination plant located in Nusa Dua, one of the primary tourist areas of Bali, Indonesia. CW-Bali’s sales volumes were never sufficient to cover its operating costs and CW-Bali incurred net losses each year since commencing operations in 2013.

In June 2019, the Company sold its CW-Bali assets and stock for $365,000 and $25,000, respectively. Such sales are included in gain on asset dispositions and impairments, net in the accompanying consolidated statement of income for the year ended December 31, 2019.

v3.21.1
Intangible assets
12 Months Ended
Dec. 31, 2020
Intangible assets  
Intangible assets

9. Intangible assets

In February 2016, the Company purchased a 51% ownership interest in Aerex Industries, Inc. The purchase transaction identified certain intangible assets with a fair value of $5,900,000 and useful lives as follows: non-compete (5 years), trade name (15 years), certifications/programs (3 years), customer backlog (1 year), and customer relationships (4 years). In January 2020, the Company acquired the remaining 49% ownership interest in Aerex.

In October 2019, the Company purchased a 51% ownership interest in PERC Water Corporation. The purchase transaction identified certain intangible assets with a fair value of $3,990,000 and useful lives as follows: non-compete (3 years), trade name (15 years), customer backlog (2 years), and facility management contracts (6 years). In August 2020, the Company purchased an additional 10% of the ownership of PERC, increasing its ownership of this subsidiary to 61%.

The costs and accumulated amortization for these assets were as follows:

December 31, 

    

2020

    

2019

Cost

 

  

 

  

Non-compete agreements

$

530,000

$

530,000

Trade names

 

2,700,000

 

2,700,000

Certifications/programs

 

2,000,000

 

2,000,000

Customer backlogs

 

460,000

 

460,000

Customer relationships

2,000,000

2,000,000

Facility management contracts

 

2,200,000

 

2,200,000

 

9,890,000

 

9,890,000

Accumulated amortization

 

 

  

Non-compete agreements

 

(443,889)

 

(320,556)

Trade names

 

(560,000)

 

(380,000)

Certifications/programs

 

(2,000,000)

 

(2,000,000)

Customer backlogs

 

(310,000)

 

(130,000)

Customer relationships

(2,000,000)

(1,958,333)

Facility management contracts

 

(427,778)

 

(61,111)

 

(5,741,667)

 

(4,850,000)

Intangible assets, net

$

4,148,333

$

5,040,000

Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows:

2021

    

$

746,667

2022

 

582,778

2023

 

546,667

2024

 

546,667

2025

 

485,556

Thereafter

 

1,239,998

$

4,148,333

Amortization expense was $891,667 and $841,667 for the years ended years ended December 31, 2020 and 2019, respectively.

v3.21.1
Leases
12 Months Ended
Dec. 31, 2020
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 lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the 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 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 are owned by the Company or leased to the Company for immaterial annual amounts and are not included in the lease amounts presented on the consolidated balance sheets.

AdR entered into a lease for land to be used in the Project with an initial effective term of 20-years from the date of full operation of its proposed seawater desalination plant. The lease is cancellable by AdR should it ultimately not proceed with the Project. On June 29, 2020, AdR was notified that the APP Contract was terminated. As a result, the Company, AdR and NSC expect to terminate the various agreements ancillary to the Project or to transfer them to the State, including this land lease for the Project. As such, the lease amounts as of December 31, 2020 do not include this lease.

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 May 1, 2019, the Company executed a new lease for its office located in the Cayman Islands under similar terms compared to the prior lease. This new lease expires April 30, 2024.

Lease assets and liabilities

The following table presents the lease-related assets and liabilities and their respective classification on the consolidated balance sheets:

    

December 31, 

2020

2019

ASSETS

 

                              

  

Current

 

  

  

Prepaid expenses and other current assets

$

108,303

$

33,567

Current assets of discontinued operations

2,530

Noncurrent

 

 

Operating lease right-of-use assets

 

1,329,561

 

1,811,516

Long-term assets of discontinued operations

33,909

2,627,696

Total lease right-of-use assets

$

1,471,773

$

4,475,309

LIABILITIES

    

  

 

  

Current

 

  

  

Current maturities of operating leases

$

455,788

$

688,540

Current liabilities of discontinued operations

29,432

67,211

Noncurrent

 

 

Noncurrent operating leases

982,076

1,156,543

Noncurrent liabilities of discontinued operations

 

2,499

 

2,679,932

Total lease liabilities

$

1,469,795

$

4,592,226

Weighted average remaining lease term:

 

  

 

  

Operating leases

 

3.4 years

 

3.5 years

Operating leases - discontinued operations

1.1 years

24.0 years

 

 

  

Weighted average discount rate:

 

 

  

Operating leases

 

4.15%

 

4.37%

Operating leases - discontinued operations

3.48%

4.68%

The components of lease cost were as follows:

    

Year Ended December 31, 

2020

2019

Operating lease costs

$

773,756

$

563,358

Short-term lease costs

 

5,518

16,469

Lease costs - discontinued operations

127,983

234,045

Total lease costs

$

907,257

$

813,872

Supplemental cash flow information related to leases is as follows:

    

Year Ended December 31, 

2020

2019

Cash paid for amounts included in measurement of liabilities:

 

  

Operating cash outflows for operating leases

$

708,095

$

717,172

Operating cash outflows for operating leases - discontinued operations

127,153

250,833

Future lease payments relating to the Company's operating lease liabilities from continuing operations as of December 31, 2020 were as follows:

Years ending December 31, 

    

Total

2021

$

505,206

2022

 

402,563

2023

 

405,113

2024

 

186,670

2025

43,229

Thereafter

 

Total future lease payments

 

1,542,781

Less: imputed interest

 

(104,917)

Total lease obligations

 

1,437,864

Less: current obligations

 

(455,788)

Noncurrent lease obligations

$

982,076

v3.21.1
Income taxes
12 Months Ended
Dec. 31, 2020
Income taxes  
Income taxes

11. Income taxes

The components of income before income taxes for the years ended December 31, 2020 and 2019 are as follows:

Year Ended December 31, 

    

2020

    

2019

Foreign (not subject to income taxes)

$

6,475,693

$

13,593,497

Mexico

 

(4,903,988)

 

(2,458,210)

United States

 

2,956,552

 

2,657,405

 

4,528,257

 

13,792,692

Less gain on sale of discontinued operations

(3,621,170)

Less discontinued operations

 

4,902,243

 

2,333,255

$

9,430,500

$

12,504,777

The Company’s provision for income taxes for the years ended December 31, 2020 and 2019, which related to U.S. operations, consisted of the following:

Year Ended December 31, 

    

2020

    

2019

Current:

Federal

$

191,322

$

143,567

State

87,630

171,093

Foreign

Total

278,952

314,660

Deferred:

 

 

Federal

(132,957)

(203,031)

State

(59,271)

(45,008)

Foreign

Total

(192,228)

(248,039)

Total provision

$

86,724

$

66,621

A reconciliation of the U.S. statutory federal tax rate to the effective rate for the years ended December 31, 2020 and 2019 is as follows:

Year Ended December 31, 

 

    

2020

    

2019

 

U.S. statutory federal rate

21.00

%  

21.00

%

State taxes, net of federal effect

 

4.00

%  

4.38

%

Nontaxable foreign income

 

(17.28)

%  

(19.98)

%

Research & development tax credit

 

(11.73)

%  

(3.82)

%

Permanent items

 

(0.67)

%  

(0.87)

%

Valuation allowance for deferred tax assets

 

5.60

%  

(0.18)

%

 

0.92

%  

0.53

%

The tax effects of significant items comprising the Company’s net long-term deferred tax liability as of December 31, 2020 and 2019 were as follows:

December 31, 

    

2020

    

2019

Continuing Operations

Deferred tax assets:

 

  

 

  

Research & development tax credits

$

613,003

$

166,653

Accrued compensation

110,092

Valuation allowances

 

(496,343)

 

(43,900)

 

226,752

 

122,753

Deferred tax liabilities:

 

  

 

  

Property and equipment

 

252,800

 

148,707

Intangible assets

 

1,188,009

 

1,380,328

 

1,440,809

 

1,529,035

Net deferred tax liability

$

1,214,057

$

1,406,282

Discontinued Operations

Deferred tax assets:

Operating loss carryforwards - Mexico

$

4,296,453

$

3,427,295

Land basis difference - Mexico

1,262,159

1,164,365

Start-up costs - Mexico

4,904,337

4,608,990

Valuation allowances

(10,462,949)

(9,200,650)

$

$

v3.21.1
Earnings per share
12 Months Ended
Dec. 31, 2020
Earnings per share  
Earnings per share

12. Earnings per share

Earnings per share (“EPS”) are computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive, the effect of stock options as computed under the treasury stock method.

The following summarizes information related to the computation of basic and diluted EPS:

 

Year Ended December 31, 

 

2020

    

2019

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

$

8,613,771

$

10,888,178

Less: preferred stock dividends

 

(11,740)

 

(11,937)

Net income from continuing operations available to common shares in the determination of basic earnings per common share

 

8,602,031

 

10,876,241

Total income (loss) from discontinued operations

 

(4,902,243)

 

1,287,915

Net income available to common shares in the determination of basic earnings per common share

$

3,699,788

$

12,164,156

Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

15,119,305

 

15,025,639

Plus:

 

 

Weighted average number of preferred shares outstanding during the period

 

33,814

 

33,983

Potential dilutive effect of unexercised options and unvested stock grants

 

70,836

 

77,454

Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

15,223,955

 

15,137,076

v3.21.1
Dividends
12 Months Ended
Dec. 31, 2020
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, 2020 and 2019 were as follows:

    

2020

    

2019

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

v3.21.1
Segment information
12 Months Ended
Dec. 31, 2020
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, 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

 

Year Ended December 31, 2019

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Revenue

$

26,456,022

$

26,986,108

$

1,759,446

$

13,592,075

$

68,793,651

Cost of revenue

 

11,611,165

 

18,606,805

 

1,215,193

 

9,086,140

 

40,519,303

Gross profit

 

14,844,857

 

8,379,303

 

544,253

 

4,505,935

 

28,274,348

General and administrative expenses

 

13,422,821

 

1,238,296

 

392,425

 

1,947,622

 

17,001,164

Gain on asset dispositions and impairments, net

 

398,041

 

47,000

 

 

 

445,041

Income from operations

$

1,820,077

$

7,188,007

$

151,828

$

2,558,313

 

11,718,225

Other income, net

 

  

 

  

 

  

 

  

 

786,552

Income before income taxes

 

  

 

  

 

  

 

  

 

12,504,777

Provision for income taxes

66,621

Net income from continuing operations

 

  

 

  

 

  

 

  

 

12,438,156

Income from continuing operations attributable to non-controlling interests

 

  

 

  

 

  

 

  

 

1,549,978

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

 

10,888,178

Net income from discontinued operations

 

  

 

  

 

  

 

  

 

1,287,915

Net income attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

$

12,176,093

Depreciation and amortization expenses for the year ended December 31, 2019 for the retail, bulk, services and manufacturing segments were $2,364,994, $3,795,320, $120,761 and $922,027, respectively.

 

As of December 31, 2019

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Accounts receivable, net

$

2,891,165

$

18,883,493

$

678,119

$

500,882

$

22,953,659

Inventory, current and non-current

$

2,668,902

$

3,628,443

$

$

1,394,588

$

7,691,933

Property, plant and equipment, net

$

29,177,718

$

30,281,647

$

158,358

$

1,621,029

$

61,238,752

Construction in progress

$

396,214

$

869,792

$

$

69,591

$

1,335,597

Intangibles, net

$

$

$

3,877,222

$

1,162,778

$

5,040,000

Goodwill

$

1,170,511

$

1,948,875

$

5,320,416

$

4,885,211

$

13,325,013

Total segment assets

$

65,554,640

$

69,423,770

$

12,895,385

$

14,854,557

$

162,728,352

Assets of discontinued operations

 

 

 

 

$

29,289,022

Total assets

 

 

 

 

$

192,017,374

Revenues earned by major geographic region were:

Year ended December 31, 

    

2020

    

2019

Cayman Islands

$

25,640,169

$

30,327,139

Bahamas

 

21,654,153

 

23,114,860

Indonesia

 

 

131

United States

 

24,918,527

 

14,968,868

Revenues earned from management services agreement with OC-BVI

 

415,277

 

382,653

$

72,628,126

$

68,793,651

Revenues earned from major customers were:

Year ended December 31, 

    

2020

    

2019

Revenue earned from the Water and Sewerage Corporation ("WSC")

$

21,527,487

$

22,877,741

Percentage of consolidated revenue earned from the WSC

 

30%

 

33%

Revenue earned from one manufacturing segment customer

$

9,965,041

$

9,238,476

Percentage of consolidated revenue earned from the one manufacturing segment customer

 

14%

 

13%

Property, plant and equipment, net by major geographic region were:

December 31, 

    

2020

    

2019

Cayman Islands

$

28,474,748

$

29,059,294

The Bahamas

 

26,975,427

 

30,245,741

United States

 

2,237,809

 

1,933,717

$

57,687,984

$

61,238,752

v3.21.1
Cost of revenues and general and administrative expenses
12 Months Ended
Dec. 31, 2020
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, 

    

2020

    

2019

Cost of revenue consist of:

Electricity

$

5,389,361

$

7,438,218

Depreciation

 

6,202,012

 

6,046,810

Fuel oil

 

4,157,393

 

5,315,676

Employee costs

 

11,308,833

 

6,597,755

Maintenance

 

2,859,262

 

2,076,501

Retail license royalties

 

1,489,862

 

1,701,724

Insurance

 

1,491,799

 

1,279,997

Materials

 

5,786,698

 

6,151,064

Other

 

7,174,451

 

3,911,558

$

45,859,671

$

40,519,303

Year Ended December 31, 

2020

2019

General and administrative expenses consist of:

 

  

 

  

Employee costs

$

10,025,658

$

9,335,247

Insurance

 

1,436,957

 

866,457

Professional fees

 

1,549,878

 

1,178,621

Directors’ fees and expenses

 

865,555

 

969,279

Depreciation

 

133,477

 

135,272

Amortization of intangible assets

 

891,667

 

841,667

Other

 

3,531,706

 

3,674,621

$

18,434,898

$

17,001,164

v3.21.1
Stock-based compensation
12 Months Ended
Dec. 31, 2020
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 consecutive years of employment, become eligible to receive shares of the Company’s preferred stock for $nil consideration under its Employee Share Incentive Plan. Once an individual becomes eligible, these shares of preferred stock are awarded each subsequent year of the individual's employment (the grant date) for as long as the individual remains employed with the Company. If these employees remain with the Company through the fourth anniversary of a grant date, the preferred stock can be converted into shares of the Company’s common stock on a one for one basis. In addition, at the time the preferred stock is granted, the employees receive options to purchase an equal number of shares of preferred stock at a discount to the average trading price of the Company’s common stock for the first seven days of the October immediately preceding the date of the preferred stock grant. If these options are exercised, the shares of preferred stock obtained may also be converted to shares of common stock if the employee remains with the Company through the fourth anniversary of a grant (or option exercise) date. Each employee’s option to purchase shares of preferred stock must be exercised within 30 days of the grant date, which is the 90th day after the date of the independent registered public accountants’ audit opinion on the Company’s consolidated financial statements. Shares of preferred stock not subsequently converted to shares of common stock are redeemable only at the discretion of the Company. Shares of preferred stock granted under this plan during the years ended December 31, 2020 and 2019 totaled 6,123 and 7,293, respectively, and an equal number of preferred stock options was granted in each of these years.

Employee Share Option Plan (Common Stock Options)

The Company has an employee stock option plan for certain long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised 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, 2020 and 2019 totaled 2,100 and 2,575, 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, 2020 and 2019 totaled 19,712 and 22,034 shares, respectively. The Company recognized stock-based compensation for these share grants of $318,991 and $322,036 for the years ended December 31, 2020 and 2019, 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 $125,487 and $142,632 for the years ended December 31, 2020 and 2019, 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, 2020 and 2019 were as follows:

    

2020

    

2019

 

Risk free interest rate

 

0.17

%  

2.11

%

Expected option life (years)

 

1.1

 

1.1

Expected volatility

 

51.19

%  

34.59

%

Expected dividend yield

 

2.42

%  

2.44

%

A summary of the Company’s stock option activity for the year ended December 31, 2020 is as follows:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

    

Options

    

Price

    

Life (Years)

    

Value (1)

Outstanding at beginning of period

 

10,650

$

13.08

 

  

 

  

Granted

 

8,223

 

10.67

 

  

 

  

Exercised

 

(835)

 

10.10

 

  

 

  

Forfeited/expired

 

(8,008)

 

11.04

 

  

 

  

Outstanding as of December 31, 2020

 

10,030

$

12.98

 

2.07

years  

$

Exercisable as of December 31, 2020

 

$

 

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 $12.05 on the Nasdaq Global Select Market on December 31, 2020, exceeds the exercise price of the option.

As of December 31, 2020, 10,030 non-vested options were outstanding, with weighted average exercise price of $12.98, and average remaining contractual life of 2.07 years. The total remaining unrecognized compensation costs related to unvested stock-based arrangements were $14,427 as of December 31, 2020 and are expected to be recognized over a weighted average period of 2.07 years.

As of December 31, 2020, unrecognized compensation costs relating to redeemable preferred stock rights outstanding were $142,328 and are expected to be recognized over a weighted average period of 1.15 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, 2020 and 2019:

    

2020

    

2019

Options granted with an exercise price below market price on the date of grant:

 

  

 

  

Employees — preferred stock

$

2.70

$

3.73

Overall weighted average

 

2.70

 

3.73

Options granted with an exercise price at market price on the date of grant:

 

  

 

  

Management employees

$

$

Employees — common stock

 

2.45

 

3.23

Overall weighted average

 

2.45

 

3.23

Options granted with an exercise price above market price on the date of grant:

 

  

 

  

Management employees

$

$

Employees — preferred stock

 

 

Overall weighted average

 

 

Total intrinsic value of options exercised

$

3,891

$

5,857

Executive Long-Term Incentive Compensation

The Board of Directors approved changes to the long-term incentive compensation for the Company’s Executive Officers effective for 2015 and thereafter to better align the interests of its Executive Officers with those of its shareholders. The revised long-term compensation plan includes a combination of performance and non-performance-based grants of common stock from the shares of Company stock provided for issuance under the 2008 Equity Incentive Plan.

The non-performance-based stock grants vest in one-third increments at the end of each year over a three-year period. Non-performance-based stock grants under this plan totaled 25,789 and 28,891 for the years ended December 31, 2020

and 2019, respectively and the shares associated with these grants were issued in 2021 and 2020, respectively. The Company recognized $344,940 and $337,032 in stock-based compensation expense related to these non-performance stock grants for the years ended December 31, 2020 and 2019, respectively.

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 31,788 common stock grants 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-year period ended December 31, 2020, and the Company recognized $373,843 in stock-based compensation for the year ended December 31, 2020 related to these grants. The shares associated with these grants will be issued in 2021.

A total of 36,007 common stock grants were earned as of December 31, 2019 based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2019, and the Company recognized $390,524 in stock-based compensation for the year ended December 31, 2019 related to these grants. The shares associated with these grants were issued in 2020.

v3.21.1
Retirement benefits
12 Months Ended
Dec. 31, 2020
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 $576,096 and $450,732 for the years ended December 31, 2020 and 2019, respectively.

v3.21.1
Financial instruments
12 Months Ended
Dec. 31, 2020
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 overdue. The Company’s exposure to credit risk is concentrated on receivables from its bulk water, services, and manufacturing customers. The Company considers these receivables fully collectible and therefore has not recorded an allowance for these receivables.

Interest rate risk:

The Company is not subject to significant interest-rate risk arising from fluctuations in interest rates.

Foreign exchange risk:

All relevant foreign currencies other than the Mexican peso and the euro have been fixed to the dollar for more than 20 years and as a result, the Company does not employ a hedging strategy against exchange rate risk associated with the reporting in dollars. If any of these fixed exchange rates becomes a floating exchange rate or if any of the foreign currencies in which the Company conducts business depreciate significantly against the dollar, the Company’s consolidated results of operations could be adversely affected.

Fair values:

As of December 31, 2020 and 2019, 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, 2020 and 2019:

 

December 31, 2020

 

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities:

  

 

  

 

  

 

  

Recurring

  

 

  

 

  

 

  

Net liability arising from put/call options

$

$

$

690,000

$

690,000

 

December 31, 2019

 

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities:

  

 

  

 

  

 

  

Recurring

  

 

  

 

  

 

  

Net liability arising from put/call options

$

$

$

664,000

$

664,000

The activity for the Level 3 asset for the year ended December 31, 2020:

Net liability arising from put/call options

    

Balance as of December 31, 2019

$

664,000

Unrealized loss

 

26,000

Balance as of December 31, 2020

$

690,000

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.

v3.21.1
Commitments and contingencies
12 Months Ended
Dec. 31, 2020
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, 2023 and provide for, among other things, base annual salaries in an aggregate amount of approximately $4.7 million, performance bonuses and various employee benefits.

The Company has purchase obligations totaling approximately $1.8 million through December  31, 2021.

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 and The Bahamas, has temporarily ceased in those countries due to closing of these countries to air and sea travel. Overall economic activity in the United States has 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, and overall liquidity as compared to comparable prior periods.

Furthermore, a prolonged extension of the economic downturn created by the COVID-19 pandemic could adversely affect the markets for the Company’s products and services. Such adverse market effects could 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 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 2020 and 2019, we generated approximately 32% and 38%, respectively, of our consolidated revenue and 44% and 53%, respectively, of our 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 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 $16.8 million and $18.4 million as of December 31, 2020 and 2019, respectively.

Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and The Bahamas government, and as a result, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the WSC were eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of significant delinquent balances. As of December 31, 2020, the Company has not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC.

If CW-Bahamas continues to be unable to collect a significant portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (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.

v3.21.1
Acquisition of PERC
12 Months Ended
Dec. 31, 2020
Acquisition of PERC  
Acquisition of PERC

20. Acquisition of PERC

On October 24, 2019, the Company, through its wholly-owned subsidiary, CW-Holdings, entered into a stock purchase agreement (the “Purchase Agreement”) with PERC and its various shareholders (collectively, the “Sellers”). Pursuant to the terms of the Purchase Agreement, CW-Holdings purchased a 51% ownership interest in PERC for approximately $4.1 million in cash. After giving effect to the transactions contemplated by the Purchase Agreement, CW-Holdings owned 51% of the outstanding capital stock of PERC, and three members of PERC's management and one additional shareholder (the “Remaining Shareholders”) owned the remaining 49% of the outstanding capital stock of PERC. In August 2020, CW-Holdings acquired an additional 10% of PERC for $900,000 increasing the Company’s ownership to 61% of the outstanding capital stock of PERC. The remaining 39% is still owned by three members of PERC's management and one additional shareholder. CW-Holdings also acquired from the Remaining Shareholders an option to compel the Remaining Shareholders to sell, and granted to the Remaining Shareholders an option to require CW-Holdings to purchase, the Remaining Shareholders’ 39% ownership interest in PERC at a price based upon the fair market value of PERC at the time of the exercise of the option. CW-Holdings’ option is exercisable on or after October 24, 2022 and the Remaining Shareholders’ option is exercisable on or after October 24, 2024.

PERC is a water infrastructure company headquartered in Fountain Valley, California that develops, designs, builds, and manages wastewater and water reuse infrastructure.

In connection with the Purchase Agreement, CW-Holdings, and the Remaining Shareholders entered into a shareholders' agreement, pursuant to which CW-Holdings and the Remaining Shareholders agreed to certain rights and obligations with respect to the governance of PERC.

The purchase price for PERC is summarized as follows:

Cash consideration

    

  

Purchase price (excluding working capital)

$

4,088,817

Cash acquired

 

(941,379)

Total cash consideration

$

3,147,438

The following table summarizes the estimated fair values of the assets and liabilities assumed at the acquisition date:

Financial assets

    

$

1,371,532

Contract assets

 

20,854

Property, plant and equipment

 

86,287

Identifiable intangible assets

 

3,990,000

Deferred tax liability

(1,117,200)

Accounts payable and accrued liabilities

 

(1,260,722)

Working capital adjustment payable

 

(23,467)

Deferred revenue

 

(117,636)

Contract liabilities

 

(760,992)

Net liability arising from put/call options

 

(744,000)

Total identifiable net assets

 

1,444,656

Non-controlling interest in PERC

 

(3,617,634)

Goodwill

 

5,320,416

$

3,147,438

The fair value of noncontrolling interest was calculated using the discounted cash flow method. The discounted cash flow method relied upon nine-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These 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. An 8.4% discount for marketability was applied to the noncontrolling interest calculated under the discounted cash flow method. This marketability discount was calculated using an average-price put option model.

The identifiable intangible assets consisted of the following items:

    

Amount

    

Useful life

Non-compete agreement

$

130,000

 

3 years

Trade name

 

1,300,000

 

15 years

Customer backlog

 

360,000

 

2 years

Facility management contracts

 

2,200,000

 

6 years

$

3,990,000

The results of operations of PERC included in the Company’s results of operations for the period October 24, 2019 to December 31, 2019 are as follows:

Revenue

$

1,376,793

Gross profit

 

407,604

Amortization of intangibles, net of tax benefit

 

(81,200)

Net income

 

37,924

The following unaudited pro forma financial information presents the results of operations of the Company for the year ended December 31, 2019, as if the acquisition of PERC had taken place on January 1, 2019. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually occurred had the transaction taken place on January 1, 2019, nor do they purport to be indicative of future results of operations.

December 31, 

2019

Revenue

    

$

77,615,958

Cost of revenue

 

47,162,564

Gross profit

 

30,453,394

General and administrative expenses

 

21,620,106

Gain (loss) on asset dispositions and impairments, net

 

447,681

Income from operations

 

9,280,969

Other income (expense), net

 

805,093

Income before income taxes

 

10,086,062

Provision for (benefit from) income taxes

 

72,814

Net income from continuing operations

 

10,013,248

Income from continuing operations attributable to non-controlling interests

 

1,505,068

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

8,508,180

Gain on sale of discontinued operations

 

3,621,170

Net income from discontinued operations

 

Total income from discontinued operations

 

3,621,170

Net income attributable to Consolidated Water Co. Ltd. stockholders

$

12,129,350

Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

Continuing operations

$

0.57

Discontinued operations

 

0.24

Basic earnings per share

$

0.81

Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

Continuing operations

$

0.56

Discontinued operations

 

0.24

Diluted earnings per share

$

0.80

Weighted average number of common shares used in the determination of:

 

  

Basic earnings per share

 

15,025,639

Diluted earnings per share

 

15,137,076

v3.21.1
Related party transactions
12 Months Ended
Dec. 31, 2020
Related party transactions  
Related party transactions

21. 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, 2020 and 2019, the Company made total purchases of services of approximately $1,349,000 and $10,000 from these companies, respectively. These total purchases are included in the Company’s cost of revenues in the

accompanying consolidated statements of income. The total amount of accounts payable outstanding to these companies as of December 31, 2020 and 2019, was approximately $201,000 and $57,000, respectively.

v3.21.1
Supplemental disclosure of cash flow information
12 Months Ended
Dec. 31, 2020
Supplemental disclosure of cash flow information  
Supplemental disclosure of cash flow information

22. Supplemental disclosure of cash flow information

Year Ended December 31, 

    

2020

    

2019

Interest paid in cash

$

9,669

$

1,332

Non-cash transactions:

 

 

  

Dividends declared but not paid

$

1,289,854

$

1,282,086

Transfers from inventory to property, plant and equipment and construction in progress

$

73,464

$

443,018

Transfers from construction in progress to property, plant and equipment

$

1,653,501

$

7,755,375

Right-of-use assets obtained in exchange for new operating lease liabilities

$

299,992

$

2,429,305

Purchase of equipment through issuance of long term debt

$

122,292

$

78,899

v3.21.1
Impact of recent accounting standards
12 Months Ended
Dec. 31, 2020
Impact of recent accounting standards  
Impact of recent accounting standards

23. 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 financial position, results of operations or cash flows.

v3.21.1
Subsequent events
12 Months Ended
Dec. 31, 2020
Subsequent events  
Subsequent events

24. 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.

v3.21.1
Accounting policies (Policies)
12 Months Ended
Dec. 31, 2020
Accounting policies  
Basis of preparation

Basis of preparation: The consolidated financial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America.

Use of estimates

Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, goodwill and put/call options. Actual results could differ significantly from such estimates.

Basis of consolidation

Basis of consolidation: The accompanying consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. (“Aerex”), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), DesalCo Limited (“DesalCo”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), and PERC Water Corporation ("PERC"). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.

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: The Company’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its foreign operating subsidiaries (other than NSC, AdR and CW-Cooperatief) is the currency for each respective country. The functional currency for NSC, AdR and CW-Cooperatief is the US$. NSC and AdR conduct business in US$ and Mexican peso and CW-Cooperatief conducts business in US$ and euros. The exchange rates for the Cayman Islands dollar and the Bahamian dollar are fixed to the US$. The exchange rates for conversion of Mexican pesos and euros into US$ vary based upon market conditions. Net foreign currency gains arising from transactions and re-measurements were $68,818 and $71,923 for the year ended December 31, 2020 and 2019, respectively, and are included in “Other income (expense) - Other” in the accompanying consolidated statements of income.

Cash and cash equivalents

Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of December 31, 2020 and 2019

include $8.5 million and $12.7 million, respectively, of certificates of deposits with an original maturity of three months or less.

As of December 31, 2020, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $10.3 million. As of December 31, 2020, the Company held cash in foreign bank accounts of approximately $32.8 million.

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, 2020, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $15.9 million.

Accounts receivable and allowance for doubtful accounts

Accounts receivable and allowance for doubtful accounts: Accounts receivable are recorded at invoiced amounts based on meter readings, contractual amounts, fixed fees plus reimbursables or time and materials per contractual agreements. 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. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write-off experience and monthly review of delinquent accounts. Past due balances are reviewed individually for collectability and disconnection. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered by management to be remote.

Inventory

Inventory: Inventory primarily includes consumables stock and spare parts stock that are valued at cost, less an allowance for obsolescence, with cost determined on the first-in, first-out basis. Inventory also includes potable water held in the Company’s reservoirs. The carrying amount of the water inventory is the lower of the average cost of producing water during the year or its net realizable value.

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. The Company records contract assets and contract liabilities to account for these differences in timing.

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 significant financing components.

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: Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows:

Buildings

    

5 to 40 years

Plant and equipment

 

4 to 40 years

Distribution system

 

3 to 40 years

Office furniture, fixtures and equipment

 

3 to 10 years

Vehicles

 

3 to 10 years

Leasehold improvements

 

Shorter of 5 years or lease term

Lab equipment

 

5 to 10 years

Additions to property, plant and equipment are comprised of the cost of the contracted services, direct labor and materials. Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service.

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, 2020 or 2019.

Long-lived assets

Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amounts are not recoverable through their undiscounted cash flows and measures the impairment loss based on the difference between the carrying amounts and estimated fair values.

Goodwill and intangible assets

Goodwill and intangible assets: Goodwill represents the excess cost over the fair value of the assets of an acquired business. Goodwill and intangible assets acquired in a business combination accounted for as a purchase and determined to have an indefinite useful life are not amortized but are tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units, which consist of the retail, bulk, and manufacturing business segments, and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares the fair value to the carrying amount of the reporting unit. To the extent the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded.

For the years ended December 31, 2020 and 2019, 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, 2020 and 2019 by applying the guideline public company method. The Company also estimated the fair value of each of its reporting units for the year ended December 31, 2019 by referencing the market multiples implied by guideline merger and acquisition transactions (the mergers and acquisition method). The Company considered utilizing the mergers and acquisition method for the year ended December 31, 2020 but due to a lack of relevant meaningful mergers and acquisition activity during the year, such method was not utilized for 2020.

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 were as follows:

As of December 31, 2020

Method

    

Retail

    

Bulk

    

Services

 

Manufacturing

 

Discounted cash flow

 

80

80

80

%

80

%

Guideline public company

 

20

20

20

%

20

%

Mergers and acquisitions

 

%

%

 

100

100

100

%

100

%

As of December 31, 2019

Method

    

Retail

    

Bulk

    

Manufacturing

 

Discounted cash flow

 

80

%  

80

%  

80

%

Guideline public company

 

10

%  

10

%  

10

%

Mergers and acquisitions

 

10

%  

10

%  

10

%

 

100

%  

100

%  

100

%

The fair values the Company estimated for its retail, bulk, services and manufacturing reporting units exceeded their carrying amounts by 101%, 49%, 17%, and 31% respectively, as of December 31, 2020. The fair values the Company estimated for its retail and bulk reporting units exceeded their carrying amounts by 74% and 58%, respectively, as of December 31, 2019. The assets and liabilities for the Companys’ services reporting unit consist almost entirely of those for PERC, which was acquired on October 24, 2019, and therefore the Company estimated that the fair value of its services reporting unit closely approximated its carrying value as of December 31, 2019. The Company’s manufacturing reporting unit consists entirely of Aerex and the remaining 49% ownership interest of Aerex was purchased on January 24, 2020 for $8,500,000. The Company considered this purchase, the manufacturing reporting unit’s results of operations for the year ended December 31, 2019, its projected results of operations for the year ending December 31, 2020, and the amount by which its estimated fair value exceeded its carrying amount as of December 31, 2018 to determine that it is more likely than not that the fair value of the manufacturing reporting unit exceeded its carrying amount as of December 31, 2019.

On February 11, 2016, the Company acquired 51% ownership interest in Aerex. In connection with this acquisition the Company recorded goodwill of $8,035,211. Aerex’s actual results of operations for the six months in 2016 following the acquisition fell significantly short of the projected results for this period that were included in the cash flow projections the Company utilized to determine the purchase price for Aerex and the fair values of its assets and liabilities. Due to this shortfall in Aerex’s results of operations, the Company tested Aerex’s goodwill for possible impairment as of September 30, 2016 by estimating its fair value using the discounted cash flow method. As a result of this impairment testing, the Company determined that the carrying value of the Aerex goodwill exceeded its fair value and recorded an impairment loss of $1,750,000 for the three months ended September 30, 2016, included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to reduce the carrying value of this goodwill to $6,285,211. As part of the Company’s annual impairment testing of goodwill performed during the fourth quarter, in 2017 the Company updated its projections for Aerex’s future cash flows, determined that the carrying value of the Aerex goodwill exceeded its fair value, and recorded an impairment loss of $1,400,000 for the three months ended December 31, 2017, which is included in loss on long-lived asset dispositions and impairments, net in the accompanying consolidated statements of income, to further reduce the carrying value of the goodwill to $4,885,211.

Approximately 80% and 68% of Aerex’s revenue, and 89% and 68% of Aerex’s gross profit, for the years ended December 31, 2020 and 2019, respectively, were generated from sales to one customer. In October 2020, this customer verbally informed Aerex that, for inventory management purposes, it was suspending its purchases from Aerex following 2020 for a period of approximately one year. This customer has verbally informed Aerex that it presently expects to recommence its purchases from Aerex beginning with the first quarter of 2022. However, the Company can offer no assurances that this customer will recommence its purchases from Aerex at that time. Furthermore, any such future purchases (should they occur) may not generate as much revenue and gross profit as Aerex has historically earned from this customer. The Company is seeking to replace the anticipated loss in revenue and gross profit from this customer by increasing sales of other products that it manufactures to new and existing customers, however, it may not be able to do so.

As a result of this anticipated loss of revenue for Aerex, the Company updated its projections for the manufacturing reporting unit’s future cash flows. Such projections assume, in part, that Aerex’s major customer will recommence its purchases from Aerex in 2022 but at a reduced aggregate amount, as compared to 2020 and 2019. Based upon these updated projections, the Company tested its manufacturing reporting unit’s goodwill for possible impairment as of December 31, 2020. As a result of this impairment testing, it determined that the estimated fair value of the manufacturing reporting unit exceeded its carrying value as of December 31, 2020. However, the Company may be required to record an impairment loss in the future to reduce the carrying value of the manufacturing reporting unit’s goodwill should it be determined that Aerex’s future net cash inflows will be less than the Company’s most current expectations. Any such impairment loss could have a material adverse impact on its consolidated financial condition and results of operations.

In February 2019, the Company sold its former Belize subsidiary (see Note 8) As a result of this sale, this former subsidiary has been accounted for as discontinued operations in the consolidated financial statements, and bulk segment goodwill of approximately $380,000 as of December 31, 2018 associated with this former subsidiary was reclassified to long-term assets of discontinued operations in the consolidated statements of financial condition.

Investments

Investments: Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary.

Other assets

Other assets: Under the terms of CW-Bahamas’ contract with the Water and Sewerage Corporation of The Bahamas (“WSC”) to supply water from its Blue Hills desalination plant, CW-Bahamas was required to reduce the amount of water lost by the public water distribution system on New Providence Island, The Bahamas, over a one-year period by 438 million gallons, a requirement CW-Bahamas met during 2007. The Company was solely responsible for the engineering, labor and materials costs incurred to affect the reduction in lost water, which were capitalized and are being amortized on a straight-line basis over the original remaining life of the Blue Hills contract. Such costs are included in other assets and aggregated approximately $3.5 million as of December 31, 2020 and 2019. Accumulated amortization for these costs was approximately $2.5 million and $2.4 million as of December 31, 2020 and 2019, respectively. Amortization expense was $179,353 for the years ended December 31, 2020 and 2019.

Income taxes

Income taxes: The Company accounts for the income taxes arising from the operations of its United States subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized.

The Company is not presently subject to income taxes in the other countries in which it operates.

Revenue recognition

Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following table presents the Company’s revenue disaggregated by revenue source.

 

Year Ended December 31, 

 

2020

    

2019

Retail revenue

$

22,952,370

$

26,456,022

Bulk revenue

 

24,312,546

 

26,986,108

Services revenue

 

12,937,859

 

1,759,446

Manufacturing revenue

 

12,425,351

 

13,592,075

Total revenue

$

72,628,126

$

68,793,651

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 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2020 and 2019, bad debts represented less than 1% of the Company’s total retail sales.

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 and $237,000 for the years ended December 31, 2020 and 2019, respectively.

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 develops, 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 services revenue from DesalCo and PERC and generates manufacturing revenue from Aerex.

The Company recognizes revenue for its construction and specialized/custom manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and amounts payable to subcontractors. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to various stages of a contract. Under this input method, the Company records revenue and recognizes profit or loss as work on the contract progresses. The Company estimates total project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any contract assets are classified as current assets. Contract liabilities on uncompleted contracts, if any, are classified as current liabilities.

The Company has elected the “right to invoice” practical expedient for revenue recognition on its 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: Certain amounts presented in the financial statements previously issued for 2019 have been reclassified to conform to the current year’s presentation.

v3.21.1
Accounting policies (Tables)
12 Months Ended
Dec. 31, 2020
Accounting policies  
Schedule of Estimated useful lives Rates are determined based on the estimated useful lives of the assets as follows:

Buildings

    

5 to 40 years

Plant and equipment

 

4 to 40 years

Distribution system

 

3 to 40 years

Office furniture, fixtures and equipment

 

3 to 10 years

Vehicles

 

3 to 10 years

Leasehold improvements

 

Shorter of 5 years or lease term

Lab equipment

 

5 to 10 years

Schedule of Estimated fair value of reporting segment The respective weightings the Company applied to each method for the years ended December 31 were as follows:

As of December 31, 2020

Method

    

Retail

    

Bulk

    

Services

 

Manufacturing

 

Discounted cash flow

 

80

80

80

%

80

%

Guideline public company

 

20

20

20

%

20

%

Mergers and acquisitions

 

%

%

 

100

100

100

%

100

%

As of December 31, 2019

Method

    

Retail

    

Bulk

    

Manufacturing

 

Discounted cash flow

 

80

%  

80

%  

80

%

Guideline public company

 

10

%  

10

%  

10

%

Mergers and acquisitions

 

10

%  

10

%  

10

%

 

100

%  

100

%  

100

%

Schedule of Disaggregation of revenue

The following table presents the Company’s revenue disaggregated by revenue source.

 

Year Ended December 31, 

 

2020

    

2019

Retail revenue

$

22,952,370

$

26,456,022

Bulk revenue

 

24,312,546

 

26,986,108

Services revenue

 

12,937,859

 

1,759,446

Manufacturing revenue

 

12,425,351

 

13,592,075

Total revenue

$

72,628,126

$

68,793,651

v3.21.1
Cash and cash equivalents (Tables)
12 Months Ended
Dec. 31, 2020
Cash and cash equivalents  
Schedule of 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, 2020 and 2019, the equivalent United States dollars are denominated in the following currencies:

December 31, 

    

2020

    

2019

Bank accounts:

 

  

 

  

United States dollar

$

14,001,264

$

15,661,140

Cayman Islands dollar

 

5,650,874

 

6,690,274

Bahamian dollar

 

14,863,287

 

6,353,936

Bermudian dollar

 

2,832

 

3,084

 

34,518,257

 

28,708,434

Short term deposits:

 

  

 

  

United States dollar

 

5,796,582

 

11,100,185

Cayman Islands dollar

 

2,413,547

 

1,209,954

Bahamian dollar

 

1,065,764

 

1,052,510

 

9,275,893

 

13,362,649

Total cash and cash equivalents

$

43,794,150

$

42,071,083

v3.21.1
Accounts receivable, net (Tables)
12 Months Ended
Dec. 31, 2020
Accounts receivable, net.  
Schedule of Accounts receivable

December 31, 

    

2020

    

2019

Trade accounts receivable

$

21,422,782

$

22,862,706

Receivable from OC-BVI

 

62,171

 

10,808

Other accounts receivable

 

269,133

 

222,381

 

21,754,086

 

23,095,895

Allowance for doubtful accounts

 

(270,110)

 

(142,236)

Accounts receivable, net

$

21,483,976

$

22,953,659

Schedule of Allowance for doubtful accounts

The activity for the allowance for doubtful accounts consisted of:

December 31, 

    

2020

    

2019

Opening allowance for doubtful accounts

$

142,236

$

158,902

Provision for doubtful accounts

 

129,107

 

Accounts written off during the year

 

(1,233)

 

(16,666)

Ending allowance for doubtful accounts

$

270,110

$

142,236

v3.21.1
Inventory (Tables)
12 Months Ended
Dec. 31, 2020
Inventory  
Schedule of Inventory

December 31, 

    

2020

    

2019

Water stock

$

27,938

$

33,694

Consumables stock

 

105,540

 

118,286

Spare parts stock

 

7,587,542

 

7,539,953

Total inventory

 

7,721,020

 

7,691,933

Less current portion

 

3,214,178

 

3,287,555

Inventory (non-current)

$

4,506,842

$

4,404,378

v3.21.1
Contracts in progress (Tables)
12 Months Ended
Dec. 31, 2020
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, 

2020

2019

Revenue recognized to date on contracts in progress

$

17,534,449

    

$

16,054,699

Amounts billed to date on contracts in progress

 

(17,791,928)

 

(15,078,830)

Retainage

312,130

361,556

Net contract asset

$

54,651

$

1,337,425

The above net balances are reflected in the accompanying consolidated balance sheet as follows:

December 31,

2020

2019

Contract assets

$

516,521

    

$

1,677,041

Contract liabilities

 

(461,870)

 

(339,616)

Net contract asset

$

54,651

$

1,337,425

v3.21.1
Property, plant and equipment and construction in progress (Tables)
12 Months Ended
Dec. 31, 2020
Property, plant and equipment and construction in progress  
Schedule of Property, plant and equipment and construction in progress

December 31, 

    

2020

    

2019

Land

$

3,566,537

$

3,566,537

Buildings

 

23,250,843

 

23,176,106

Plant and equipment

 

63,734,860

 

64,840,636

Distribution system

 

39,149,063

 

36,538,614

Office furniture, fixtures and equipment

 

3,079,362

 

3,038,589

Vehicles

 

1,999,463

 

1,582,053

Leasehold improvements

 

274,230

 

272,092

Lab equipment

 

12,456

 

14,958

 

135,066,814

 

133,029,585

Less accumulated depreciation

 

77,378,830

 

71,790,833

Property, plant and equipment, net

$

57,687,984

$

61,238,752

Construction in progress

$

440,384

$

1,335,597

v3.21.1
Discontinued operations (Tables)
12 Months Ended
Dec. 31, 2020
Discontinued operations.  
Schedule of financial information for Mexico project development

Summarized financial information for the Mexico project development is as follows:

December 31, 

    

2020

    

2019

Cash

$

154,130

$

831,586

Prepaid expenses and other current assets

88,978

111,220

Value added taxes receivable

1,267,991

676,250

Property, plant and equipment, net

 

5,682

 

10,227

Land and rights of way

 

21,126,898

 

24,162,523

Other assets

 

33,909

 

3,497,216

Total assets of discontinued operations

$

22,677,588

$

29,289,022

 

  

 

  

Total liabilities of discontinued operations

$

190,933

$

2,858,314

Year Ended December 31,

    

2020

    

2019

Revenues

$

$

Income from operations

$

$

Net loss from discontinued operations

$

4,902,243

$

2,333,255

Gain on sale of discontinued operations

$

$

Depreciation expense

$

4,545

$

4,545

v3.21.1
Intangible assets (Tables)
12 Months Ended
Dec. 31, 2020
Intangible assets  
Schedule of Finite-Lived Intangible Assets

December 31, 

    

2020

    

2019

Cost

 

  

 

  

Non-compete agreements

$

530,000

$

530,000

Trade names

 

2,700,000

 

2,700,000

Certifications/programs

 

2,000,000

 

2,000,000

Customer backlogs

 

460,000

 

460,000

Customer relationships

2,000,000

2,000,000

Facility management contracts

 

2,200,000

 

2,200,000

 

9,890,000

 

9,890,000

Accumulated amortization

 

 

  

Non-compete agreements

 

(443,889)

 

(320,556)

Trade names

 

(560,000)

 

(380,000)

Certifications/programs

 

(2,000,000)

 

(2,000,000)

Customer backlogs

 

(310,000)

 

(130,000)

Customer relationships

(2,000,000)

(1,958,333)

Facility management contracts

 

(427,778)

 

(61,111)

 

(5,741,667)

 

(4,850,000)

Intangible assets, net

$

4,148,333

$

5,040,000

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:

2021

    

$

746,667

2022

 

582,778

2023

 

546,667

2024

 

546,667

2025

 

485,556

Thereafter

 

1,239,998

$

4,148,333

v3.21.1
Leases (Tables)
12 Months Ended
Dec. 31, 2020
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, 

2020

2019

ASSETS

 

                              

  

Current

 

  

  

Prepaid expenses and other current assets

$

108,303

$

33,567

Current assets of discontinued operations

2,530

Noncurrent

 

 

Operating lease right-of-use assets

 

1,329,561

 

1,811,516

Long-term assets of discontinued operations

33,909

2,627,696

Total lease right-of-use assets

$

1,471,773

$

4,475,309

LIABILITIES

    

  

 

  

Current

 

  

  

Current maturities of operating leases

$

455,788

$

688,540

Current liabilities of discontinued operations

29,432

67,211

Noncurrent

 

 

Noncurrent operating leases

982,076

1,156,543

Noncurrent liabilities of discontinued operations

 

2,499

 

2,679,932

Total lease liabilities

$

1,469,795

$

4,592,226

Weighted average remaining lease term:

 

  

 

  

Operating leases

 

3.4 years

 

3.5 years

Operating leases - discontinued operations

1.1 years

24.0 years

 

 

  

Weighted average discount rate:

 

 

  

Operating leases

 

4.15%

 

4.37%

Operating leases - discontinued operations

3.48%

4.68%

Schedule of Lease, Cost

    

December 31, 

2020

2019

ASSETS

 

                              

  

Current

 

  

  

Prepaid expenses and other current assets

$

108,303

$

33,567

Current assets of discontinued operations

2,530

Noncurrent

 

 

Operating lease right-of-use assets

 

1,329,561

 

1,811,516

Long-term assets of discontinued operations

33,909

2,627,696

Total lease right-of-use assets

$

1,471,773

$

4,475,309

LIABILITIES

    

  

 

  

Current

 

  

  

Current maturities of operating leases

$

455,788

$

688,540

Current liabilities of discontinued operations

29,432

67,211

Noncurrent

 

 

Noncurrent operating leases

982,076

1,156,543

Noncurrent liabilities of discontinued operations

 

2,499

 

2,679,932

Total lease liabilities

$

1,469,795

$

4,592,226

Weighted average remaining lease term:

 

  

 

  

Operating leases

 

3.4 years

 

3.5 years

Operating leases - discontinued operations

1.1 years

24.0 years

 

 

  

Weighted average discount rate:

 

 

  

Operating leases

 

4.15%

 

4.37%

Operating leases - discontinued operations

3.48%

4.68%

Schedule of Cash Flow, Supplemental

Supplemental cash flow information related to leases is as follows:

    

Year Ended December 31, 

2020

2019

Cash paid for amounts included in measurement of liabilities:

 

  

Operating cash outflows for operating leases

$

708,095

$

717,172

Operating cash outflows for operating leases - discontinued operations

127,153

250,833

Schedule of future lease payments relating to the Company's operating lease liabilities

Years ending December 31, 

    

Total

2021

$

505,206

2022

 

402,563

2023

 

405,113

2024

 

186,670

2025

43,229

Thereafter

 

Total future lease payments

 

1,542,781

Less: imputed interest

 

(104,917)

Total lease obligations

 

1,437,864

Less: current obligations

 

(455,788)

Noncurrent lease obligations

$

982,076

v3.21.1
Income taxes (Tables)
12 Months Ended
Dec. 31, 2020
Income taxes  
Schedule of components of income before income taxes

The components of income before income taxes for the years ended December 31, 2020 and 2019 are as follows:

Year Ended December 31, 

    

2020

    

2019

Foreign (not subject to income taxes)

$

6,475,693

$

13,593,497

Mexico

 

(4,903,988)

 

(2,458,210)

United States

 

2,956,552

 

2,657,405

 

4,528,257

 

13,792,692

Less gain on sale of discontinued operations

(3,621,170)

Less discontinued operations

 

4,902,243

 

2,333,255

$

9,430,500

$

12,504,777

Schedule of provision for income taxes deferred tax benefit relating to U.S. operations

The Company’s provision for income taxes for the years ended December 31, 2020 and 2019, which related to U.S. operations, consisted of the following:

Year Ended December 31, 

    

2020

    

2019

Current:

Federal

$

191,322

$

143,567

State

87,630

171,093

Foreign

Total

278,952

314,660

Deferred:

 

 

Federal

(132,957)

(203,031)

State

(59,271)

(45,008)

Foreign

Total

(192,228)

(248,039)

Total provision

$

86,724

$

66,621

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, 2020 and 2019 is as follows:

Year Ended December 31, 

 

    

2020

    

2019

 

U.S. statutory federal rate

21.00

%  

21.00

%

State taxes, net of federal effect

 

4.00

%  

4.38

%

Nontaxable foreign income

 

(17.28)

%  

(19.98)

%

Research & development tax credit

 

(11.73)

%  

(3.82)

%

Permanent items

 

(0.67)

%  

(0.87)

%

Valuation allowance for deferred tax assets

 

5.60

%  

(0.18)

%

 

0.92

%  

0.53

%

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, 2020 and 2019 were as follows:

December 31, 

    

2020

    

2019

Continuing Operations

Deferred tax assets:

 

  

 

  

Research & development tax credits

$

613,003

$

166,653

Accrued compensation

110,092

Valuation allowances

 

(496,343)

 

(43,900)

 

226,752

 

122,753

Deferred tax liabilities:

 

  

 

  

Property and equipment

 

252,800

 

148,707

Intangible assets

 

1,188,009

 

1,380,328

 

1,440,809

 

1,529,035

Net deferred tax liability

$

1,214,057

$

1,406,282

Discontinued Operations

Deferred tax assets:

Operating loss carryforwards - Mexico

$

4,296,453

$

3,427,295

Land basis difference - Mexico

1,262,159

1,164,365

Start-up costs - Mexico

4,904,337

4,608,990

Valuation allowances

(10,462,949)

(9,200,650)

$

$

v3.21.1
Earnings per share (Tables)
12 Months Ended
Dec. 31, 2020
Earnings per share  
Schedule of computation of basic and diluted EPS

 

Year Ended December 31, 

 

2020

    

2019

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

$

8,613,771

$

10,888,178

Less: preferred stock dividends

 

(11,740)

 

(11,937)

Net income from continuing operations available to common shares in the determination of basic earnings per common share

 

8,602,031

 

10,876,241

Total income (loss) from discontinued operations

 

(4,902,243)

 

1,287,915

Net income available to common shares in the determination of basic earnings per common share

$

3,699,788

$

12,164,156

Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

15,119,305

 

15,025,639

Plus:

 

 

Weighted average number of preferred shares outstanding during the period

 

33,814

 

33,983

Potential dilutive effect of unexercised options and unvested stock grants

 

70,836

 

77,454

Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

15,223,955

 

15,137,076

v3.21.1
Dividends (Tables)
12 Months Ended
Dec. 31, 2020
Dividends.  
Schedule of dividends

    

2020

    

2019

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

v3.21.1
Segment information (Tables)
12 Months Ended
Dec. 31, 2020
Segment information  
Schedule of segment reporting information, by segment

 

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

 

Year Ended December 31, 2019

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Revenue

$

26,456,022

$

26,986,108

$

1,759,446

$

13,592,075

$

68,793,651

Cost of revenue

 

11,611,165

 

18,606,805

 

1,215,193

 

9,086,140

 

40,519,303

Gross profit

 

14,844,857

 

8,379,303

 

544,253

 

4,505,935

 

28,274,348

General and administrative expenses

 

13,422,821

 

1,238,296

 

392,425

 

1,947,622

 

17,001,164

Gain on asset dispositions and impairments, net

 

398,041

 

47,000

 

 

 

445,041

Income from operations

$

1,820,077

$

7,188,007

$

151,828

$

2,558,313

 

11,718,225

Other income, net

 

  

 

  

 

  

 

  

 

786,552

Income before income taxes

 

  

 

  

 

  

 

  

 

12,504,777

Provision for income taxes

66,621

Net income from continuing operations

 

  

 

  

 

  

 

  

 

12,438,156

Income from continuing operations attributable to non-controlling interests

 

  

 

  

 

  

 

  

 

1,549,978

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

 

10,888,178

Net income from discontinued operations

 

  

 

  

 

  

 

  

 

1,287,915

Net income attributable to Consolidated Water Co. Ltd. stockholders

 

  

 

  

 

  

 

  

$

12,176,093

Depreciation and amortization expenses for the year ended December 31, 2019 for the retail, bulk, services and manufacturing segments were $2,364,994, $3,795,320, $120,761 and $922,027, respectively.

 

As of December 31, 2019

 

Retail

    

Bulk

    

Services

    

Manufacturing

    

Total

Accounts receivable, net

$

2,891,165

$

18,883,493

$

678,119

$

500,882

$

22,953,659

Inventory, current and non-current

$

2,668,902

$

3,628,443

$

$

1,394,588

$

7,691,933

Property, plant and equipment, net

$

29,177,718

$

30,281,647

$

158,358

$

1,621,029

$

61,238,752

Construction in progress

$

396,214

$

869,792

$

$

69,591

$

1,335,597

Intangibles, net

$

$

$

3,877,222

$

1,162,778

$

5,040,000

Goodwill

$

1,170,511

$

1,948,875

$

5,320,416

$

4,885,211

$

13,325,013

Total segment assets

$

65,554,640

$

69,423,770

$

12,895,385

$

14,854,557

$

162,728,352

Assets of discontinued operations

 

 

 

 

$

29,289,022

Total assets

 

 

 

 

$

192,017,374

Schedule of revenues earned by major geographic region

Year ended December 31, 

    

2020

    

2019

Cayman Islands

$

25,640,169

$

30,327,139

Bahamas

 

21,654,153

 

23,114,860

Indonesia

 

 

131

United States

 

24,918,527

 

14,968,868

Revenues earned from management services agreement with OC-BVI

 

415,277

 

382,653

$

72,628,126

$

68,793,651

Revenues earned from major customers were:

Year ended December 31, 

    

2020

    

2019

Revenue earned from the Water and Sewerage Corporation ("WSC")

$

21,527,487

$

22,877,741

Percentage of consolidated revenue earned from the WSC

 

30%

 

33%

Revenue earned from one manufacturing segment customer

$

9,965,041

$

9,238,476

Percentage of consolidated revenue earned from the one manufacturing segment customer

 

14%

 

13%

Schedule of long-lived assets by geographic areas

December 31, 

    

2020

    

2019

Cayman Islands

$

28,474,748

$

29,059,294

The Bahamas

 

26,975,427

 

30,245,741

United States

 

2,237,809

 

1,933,717

$

57,687,984

$

61,238,752

v3.21.1
Cost of revenues and general and administrative expenses (Tables)
12 Months Ended
Dec. 31, 2020
Cost of revenues and general and administrative expenses  
Schedule of cost of revenues and general and administrative expenses

Year Ended December 31, 

    

2020

    

2019

Cost of revenue consist of:

Electricity

$

5,389,361

$

7,438,218

Depreciation

 

6,202,012

 

6,046,810

Fuel oil

 

4,157,393

 

5,315,676

Employee costs

 

11,308,833

 

6,597,755

Maintenance

 

2,859,262

 

2,076,501

Retail license royalties

 

1,489,862

 

1,701,724

Insurance

 

1,491,799

 

1,279,997

Materials

 

5,786,698

 

6,151,064

Other

 

7,174,451

 

3,911,558

$

45,859,671

$

40,519,303

Year Ended December 31, 

2020

2019

General and administrative expenses consist of:

 

  

 

  

Employee costs

$

10,025,658

$

9,335,247

Insurance

 

1,436,957

 

866,457

Professional fees

 

1,549,878

 

1,178,621

Directors’ fees and expenses

 

865,555

 

969,279

Depreciation

 

133,477

 

135,272

Amortization of intangible assets

 

891,667

 

841,667

Other

 

3,531,706

 

3,674,621

$

18,434,898

$

17,001,164

v3.21.1
Stock-based compensation (Tables)
12 Months Ended
Dec. 31, 2020
Stock-based compensation  
Schedule of significant weighted average assumptions

    

2020

    

2019

 

Risk free interest rate

 

0.17

%  

2.11

%

Expected option life (years)

 

1.1

 

1.1

Expected volatility

 

51.19

%  

34.59

%

Expected dividend yield

 

2.42

%  

2.44

%

Schedule of company's stock option activity

A summary of the Company’s stock option activity for the year ended December 31, 2020 is as follows:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

    

Options

    

Price

    

Life (Years)

    

Value (1)

Outstanding at beginning of period

 

10,650

$

13.08

 

  

 

  

Granted

 

8,223

 

10.67

 

  

 

  

Exercised

 

(835)

 

10.10

 

  

 

  

Forfeited/expired

 

(8,008)

 

11.04

 

  

 

  

Outstanding as of December 31, 2020

 

10,030

$

12.98

 

2.07

years  

$

Exercisable as of December 31, 2020

 

$

 

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 $12.05 on the Nasdaq Global Select Market on December 31, 2020, exceeds the exercise price of the option.
Schedule of weighted average fair value of options at the date of grant and the intrinsic value

    

2020

    

2019

Options granted with an exercise price below market price on the date of grant:

 

  

 

  

Employees — preferred stock

$

2.70

$

3.73

Overall weighted average

 

2.70

 

3.73

Options granted with an exercise price at market price on the date of grant:

 

  

 

  

Management employees

$

$

Employees — common stock

 

2.45

 

3.23

Overall weighted average

 

2.45

 

3.23

Options granted with an exercise price above market price on the date of grant:

 

  

 

  

Management employees

$

$

Employees — preferred stock

 

 

Overall weighted average

 

 

Total intrinsic value of options exercised

$

3,891

$

5,857

v3.21.1
Financial instruments (Tables)
12 Months Ended
Dec. 31, 2020
Financial instruments  
Schedule of Fair value hierarchy for assets and liabilities

The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of December 31, 2020 and 2019:

 

December 31, 2020

 

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities:

  

 

  

 

  

 

  

Recurring

  

 

  

 

  

 

  

Net liability arising from put/call options

$

$

$

690,000

$

690,000

 

December 31, 2019

 

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities:

  

 

  

 

  

 

  

Recurring

  

 

  

 

  

 

  

Net liability arising from put/call options

$

$

$

664,000

$

664,000

Schedule of Net liability arising from put/call options

 

December 31, 2019

 

Level 1

    

Level 2

    

Level 3

    

Total

Liabilities:

  

 

  

 

  

 

  

Recurring

  

 

  

 

  

 

  

Net liability arising from put/call options

$

$

$

664,000

$

664,000

Schedule of Net asset arising from put/call options

The activity for the Level 3 asset for the year ended December 31, 2020:

Net liability arising from put/call options

    

Balance as of December 31, 2019

$

664,000

Unrealized loss

 

26,000

Balance as of December 31, 2020

$

690,000

v3.21.1
Acquisition of PERC (Tables)
12 Months Ended
Dec. 31, 2020
Acquisition of PERC  
Summary of purchase price for PERC

Cash consideration

    

  

Purchase price (excluding working capital)

$

4,088,817

Cash acquired

 

(941,379)

Total cash consideration

$

3,147,438

Summary of estimated fair values of the assets and liabilities assumed at the acquisition date

Financial assets

    

$

1,371,532

Contract assets

 

20,854

Property, plant and equipment

 

86,287

Identifiable intangible assets

 

3,990,000

Deferred tax liability

(1,117,200)

Accounts payable and accrued liabilities

 

(1,260,722)

Working capital adjustment payable

 

(23,467)

Deferred revenue

 

(117,636)

Contract liabilities

 

(760,992)

Net liability arising from put/call options

 

(744,000)

Total identifiable net assets

 

1,444,656

Non-controlling interest in PERC

 

(3,617,634)

Goodwill

 

5,320,416

$

3,147,438

Summary of components of identifiable intangible assets assumed at the acquisition date

    

Amount

    

Useful life

Non-compete agreement

$

130,000

 

3 years

Trade name

 

1,300,000

 

15 years

Customer backlog

 

360,000

 

2 years

Facility management contracts

 

2,200,000

 

6 years

$

3,990,000

Summary of results of operations of PERC included in the Company's results of operations

Revenue

$

1,376,793

Gross profit

 

407,604

Amortization of intangibles, net of tax benefit

 

(81,200)

Net income

 

37,924

Summary of pro forma financial information

December 31, 

2019

Revenue

    

$

77,615,958

Cost of revenue

 

47,162,564

Gross profit

 

30,453,394

General and administrative expenses

 

21,620,106

Gain (loss) on asset dispositions and impairments, net

 

447,681

Income from operations

 

9,280,969

Other income (expense), net

 

805,093

Income before income taxes

 

10,086,062

Provision for (benefit from) income taxes

 

72,814

Net income from continuing operations

 

10,013,248

Income from continuing operations attributable to non-controlling interests

 

1,505,068

Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders

 

8,508,180

Gain on sale of discontinued operations

 

3,621,170

Net income from discontinued operations

 

Total income from discontinued operations

 

3,621,170

Net income attributable to Consolidated Water Co. Ltd. stockholders

$

12,129,350

Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

Continuing operations

$

0.57

Discontinued operations

 

0.24

Basic earnings per share

$

0.81

Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders

 

  

Continuing operations

$

0.56

Discontinued operations

 

0.24

Diluted earnings per share

$

0.80

Weighted average number of common shares used in the determination of:

 

  

Basic earnings per share

 

15,025,639

Diluted earnings per share

 

15,137,076

v3.21.1
Supplemental disclosure of cash flow information (Tables)
12 Months Ended
Dec. 31, 2020
Supplemental disclosure of cash flow information  
Schedule of Supplemental disclosure of cash flow information

Year Ended December 31, 

    

2020

    

2019

Interest paid in cash

$

9,669

$

1,332

Non-cash transactions:

 

 

  

Dividends declared but not paid

$

1,289,854

$

1,282,086

Transfers from inventory to property, plant and equipment and construction in progress

$

73,464

$

443,018

Transfers from construction in progress to property, plant and equipment

$

1,653,501

$

7,755,375

Right-of-use assets obtained in exchange for new operating lease liabilities

$

299,992

$

2,429,305

Purchase of equipment through issuance of long term debt

$

122,292

$

78,899

v3.21.1
Accounting policies - Basis of consolidation and Foreign currency (Details) - USD ($)
12 Months Ended
Aug. 11, 2020
Jan. 24, 2020
Dec. 31, 2020
Dec. 31, 2019
Foreign Currency Transaction Gain (Loss), before Tax [Abstract]        
Foreign Currency Transaction Gain (Loss), before Tax     $ 68,818 $ 71,923
Aerex        
Ownership interest acquired   49.00%    
Ownership interest held   100.00%    
Cash   $ 8,500,000    
PERC Water Corporation        
Ownership interest acquired 10.00%      
Ownership interest held 61.00%      
Cash $ 900,000      
v3.21.1
Accounting policies - Cash and cash equivalents (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]    
Cash Equivalents, at Carrying Value $ 9,275,893 $ 13,362,649
Cash, Uninsured Amount 10,300,000  
Cash And Restricted Cash Equivalents Held In Foreign Bank 32,800,000  
Bahamas [Member]    
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]    
Deposits held in foreign bank 15,900,000  
Certificates of Deposit [Member]    
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]    
Cash Equivalents, at Carrying Value $ 8,500,000 $ 12,700,000
v3.21.1
Accounting policies - Property, plant and equipment (Details)
12 Months Ended
Dec. 31, 2020
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
v3.21.1
Accounting policies - Weighted the fair values estimated (Details)
3 Months Ended 12 Months Ended
Jan. 24, 2020
USD ($)
Dec. 31, 2017
USD ($)
Sep. 30, 2016
USD ($)
Dec. 31, 2020
USD ($)
customer
Dec. 31, 2019
USD ($)
customer
Jan. 31, 2020
Dec. 31, 2018
USD ($)
Feb. 11, 2016
USD ($)
Goodwill       $ 13,325,013 $ 13,325,013      
Retail [Member]                
Estimated Fair Value Percentage Segment Reporting Information       100.00% 100.00%      
Estimated Fair Value Carrying Amount Exceeded Percentage       101 74      
Goodwill       $ 1,170,511 $ 1,170,511      
Bulk [Member]                
Estimated Fair Value Percentage Segment Reporting Information       100.00% 100.00%      
Estimated Fair Value Carrying Amount Exceeded Percentage       49 58      
Goodwill       $ 1,948,875 $ 1,948,875      
Services [Member]                
Estimated Fair Value Percentage Segment Reporting Information       100.00%        
Estimated Fair Value Carrying Amount Exceeded Percentage       17        
Goodwill       $ 5,320,416 $ 5,320,416      
Manufacturing Units [Member]                
Estimated Fair Value Percentage Segment Reporting Information       100.00% 100.00%      
Estimated Fair Value Carrying Amount Exceeded Percentage       31        
Goodwill       $ 4,885,211 $ 4,885,211      
Discounted Cash Flow Method [Member] | Retail [Member]                
Estimated Fair Value Percentage Segment Reporting Information       80.00% 80.00%      
Discounted Cash Flow Method [Member] | Bulk [Member]                
Estimated Fair Value Percentage Segment Reporting Information       80.00% 80.00%      
Discounted Cash Flow Method [Member] | Services [Member]                
Estimated Fair Value Percentage Segment Reporting Information       80.00%        
Discounted Cash Flow Method [Member] | Manufacturing Units [Member]                
Estimated Fair Value Percentage Segment Reporting Information       80.00% 80.00%      
Guideline Public Company Method [Member] | Retail [Member]                
Estimated Fair Value Percentage Segment Reporting Information       20.00% 10.00%      
Guideline Public Company Method [Member] | Bulk [Member]                
Estimated Fair Value Percentage Segment Reporting Information       20.00% 10.00%      
Guideline Public Company Method [Member] | Services [Member]                
Estimated Fair Value Percentage Segment Reporting Information       20.00%        
Guideline Public Company Method [Member] | Manufacturing Units [Member]                
Estimated Fair Value Percentage Segment Reporting Information       20.00% 10.00%      
Mergers And Acquisitions Method [Member] | Retail [Member]                
Estimated Fair Value Percentage Segment Reporting Information         10.00%      
Mergers And Acquisitions Method [Member] | Bulk [Member]                
Estimated Fair Value Percentage Segment Reporting Information         10.00%      
Mergers And Acquisitions Method [Member] | Manufacturing Units [Member]                
Estimated Fair Value Percentage Segment Reporting Information         10.00%      
Aerex                
Ownership interest acquired 49.00%         49.00%   51.00%
Amount of remaining ownership purchased $ 8,500,000              
Goodwill   $ 4,885,211 $ 6,285,211         $ 8,035,211
Impairment of goodwill   $ 1,400,000 $ 1,750,000          
Number of customers | customer       1 1      
Aerex | Revenue Benchmark [Member]                
Percentage of total       80.00% 68.00%      
Aerex | Gross Profit [Member]                
Percentage of total       89.00% 68.00%      
CW Belize [Member]                
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent             $ 380,000  
v3.21.1
Accounting policies - Investments and Other assets (Details)
gal in Millions
12 Months Ended
Dec. 31, 2020
USD ($)
gal
Dec. 31, 2019
USD ($)
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 $ 2,500,000 $ 2,400,000
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
v3.21.1
Accounting policies - Disaggregated revenue (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Total Revenue $ 72,628,126 $ 68,793,651
Contracts in progress    
Number of days after consumption billings are considered past due 45 days  
Bahamas [Member]    
Total Revenue $ 21,654,153 $ 23,114,860
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 35 days  
Percentage Of Bad Debts 1.00% 1.00%
Retail revenue [Member]    
Total Revenue $ 22,952,370 $ 26,456,022
Bulk revenue [Member]    
Total Revenue 24,312,546 26,986,108
Services revenue [Member]    
Total Revenue 12,937,859 1,759,446
Manufacturing revenue [Member]    
Total Revenue $ 12,425,351 $ 13,592,075
v3.21.1
Cash and cash equivalents (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Cash and Cash Equivalents [Line Items]    
Bank accounts $ 34,518,257 $ 28,708,434
Short term deposits 9,275,893 13,362,649
Cash and cash equivalents at end of period 43,794,150 42,071,083
United States dollar [Member]    
Cash and Cash Equivalents [Line Items]    
Bank accounts 14,001,264 15,661,140
Short term deposits 5,796,582 11,100,185
Cayman Islands dollar [Member]    
Cash and Cash Equivalents [Line Items]    
Bank accounts 5,650,874 6,690,274
Short term deposits 2,413,547 1,209,954
Bahamian dollar [Member]    
Cash and Cash Equivalents [Line Items]    
Bank accounts 14,863,287 6,353,936
Short term deposits 1,065,764 1,052,510
Bermudian dollar [Member]    
Cash and Cash Equivalents [Line Items]    
Bank accounts $ 2,832 $ 3,084
v3.21.1
Accounts receivable, net (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounts receivable, net.      
Trade accounts receivable $ 21,422,782 $ 22,862,706  
Receivable from OC-BVI 62,171 10,808  
Other accounts receivable 269,133 222,381  
Accounts Receivable, Gross, Current 21,754,086 23,095,895  
Allowance for doubtful accounts (270,110) (142,236) $ (158,902)
Accounts receivable, net $ 21,483,976 $ 22,953,659  
v3.21.1
Accounts receivable, net - Allowance for doubtful accounts (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Accounts receivable, net.    
Opening allowance for doubtful accounts $ 142,236 $ 158,902
Provision for doubtful accounts 129,107 0
Accounts written off during the year (1,233) (16,666)
Ending allowance for doubtful accounts $ 270,110 $ 142,236
v3.21.1
Inventory (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Inventory [Line Items]    
Total inventory $ 7,721,020 $ 7,691,933
Less current portion 3,214,178 3,287,555
Inventory (non-current) 4,506,842 4,404,378
Water stock [Member]    
Inventory [Line Items]    
Total inventory 27,938 33,694
Consumables stock [Member]    
Inventory [Line Items]    
Total inventory 105,540 118,286
Spare parts stock [Member]    
Inventory [Line Items]    
Total inventory $ 7,587,542 $ 7,539,953
v3.21.1
Contracts in progress (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Contracts in progress    
Revenues recognized to date on contracts in process $ 17,534,449 $ 16,054,699
Amounts billed to date on contracts in process (17,791,928) (15,078,830)
Retainage 312,130 361,556
Net contract asset 54,651 1,337,425
Contract assets 516,521 1,677,041
Contract liabilities $ (461,870) $ (339,616)
v3.21.1
Contracts in progress - Narratives (Details)
$ in Millions
Dec. 31, 2020
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-31  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 2.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 12 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 1.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 12 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue, Remaining Performance Obligation, Amount $ 0.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period
v3.21.1
Property, plant and equipment and construction in progress (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 135,066,814 $ 133,029,585
Less accumulated depreciation 77,378,830 71,790,833
Property, Plant and Equipment, Net, Total 57,687,984 61,238,752
Construction in progress 440,384 1,335,597
Land [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 3,566,537 3,566,537
Building [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 23,250,843 23,176,106
Plant And Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 63,734,860 64,840,636
Distribution Systems [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 39,149,063 36,538,614
Office furniture, fixtures and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 3,079,362 3,038,589
Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 1,999,463 1,582,053
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 274,230 272,092
Lab equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross $ 12,456 $ 14,958
v3.21.1
Property, plant and equipment and construction in progress - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Property, plant and equipment and construction in progress    
Capital Commitments $ 29,145  
Construction In Progress Placed In Service 1,653,501 $ 7,755,375
Depreciation $ 6,335,489 $ 5,510,336
v3.21.1
Discontinued operations - Mexico project development- Narratives (Details)
$ / shares in Units, gal in Millions
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Aug. 28, 2020
USD ($)
Aug. 28, 2020
MXN ($)
Jun. 29, 2020
Aug. 22, 2016
gal
Feb. 28, 2018
Nov. 30, 2015
gal
Feb. 28, 2014
USD ($)
May 31, 2013
USD ($)
$ / shares
Feb. 29, 2012
USD ($)
May 31, 2010
gal
Jun. 30, 2020
USD ($)
Jun. 30, 2020
USD ($)
Dec. 31, 2015
gal
Dec. 31, 2020
USD ($)
ha
Dec. 31, 2018
Jan. 31, 2018
Schedule of Investments [Line Items]                                
Period Required To Operate And Maintain Plant And Aqueduct       37 years                        
Subscription Agreement Description         The Agreement calls for NSC to retain a minimum of 25% of the equity in AdR. One or more affiliates of Greenfield SPV VII, S.A.P.I. de C.V. (“Greenfield”), a Mexico company managed by an affiliate of a leading U.S. asset manager, would acquire a minimum of 55% of the equity of AdR. The Agreement also provided Suez MA with the option to purchase 20% of the equity of AdR. If Suez MA did not exercise this option, NSC would retain 35% of the equity of AdR and Greenfield will acquire 65% of the equity of AdR. The Agreement became effective when the certain conditions precedent related to the Project were met. The aggregate investment to be made by the equity partners in the Project, in the form of equity and subordinated shareholder loans, is presently estimated at approximately 20% of the total cost of Phase 1 of the Project.                      
Number of days to submit list of non-recoverable expenses made     20 days                          
Impairment loss on long-lived assets                     $ (3,000,000.0)          
Adjustment to reduce operating lease right of use assets                     2,600,000 $ 2,600,000        
Adjustment to reduce operating lease liabilities                     $ 2,200,000 2,200,000        
Payments For Option Exercised             $ 1,000,000.0                  
Share Price | $ / shares               $ 1                
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                   50.00%            
Total Percentage Of Ownership Interest In An Acquired Company                   99.99%            
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal       100           100            
Area of Land | ha                           20.1    
Land                           $ 21,100,000    
Equity Method Investment, Ownership Percentage                           50.00%    
Period in which construction must be completed       36 months                        
Payments for land and rights of way held for development                       $ 3,000,000.0        
Amount of non-recoverable expenses $ 51,144,525 $ 137,333,114                            
Payments For Option Exercised             $ 1,000,000.0                  
Percentage of Voting Interest Acquired through Option Agreement               25.00% 25.00%              
NSC Agua [Member] | Aguas de Rosarito S.A.P.I. de C.V [Member]                                
Schedule of Investments [Line Items]                                
Equity Method Investment, Ownership Percentage         0.40%                   99.60%  
NSC Agua [Member] | First Phase [Member]                                
Schedule of Investments [Line Items]                                
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal       50   50             50      
NSC Agua [Member] | Second Phase [Member]                                
Schedule of Investments [Line Items]                                
Seawater Reverse Osmosis Desalination Plant Per Day Processing Capacity | gal       50   50             50      
NSC Agua [Member] | Option agreement [Member]                                
Schedule of Investments [Line Items]                                
Total Voting Interest Percentage After Conversion Of Loan               99.99%               99.99%
Repayment of inter-company loan payable               $ 5,700,000                
Option Agreement Expiration Date                 Feb. 07, 2014              
v3.21.1
Discontinued operations - Mexico project development (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Total assets of discontinued operations $ 22,677,588 $ 29,289,022
Discontinued Operations | Mexico Project Development    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Cash 154,130 831,586
Prepaid expenses and other current assets 88,978 111,220
Value added taxes receivable 1,267,991 676,250
Property, plant and equipment, net 5,682 10,227
Land and rights of way 21,126,898 24,162,523
Other assets 33,909 3,497,216
Total assets of discontinued operations 22,677,588 29,289,022
Total liabilities of discontinued operations $ 190,933 $ 2,858,314
v3.21.1
Discontinued operations - Financial Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net loss from discontinued operations   $ 2,333,255
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 $ 4,902,243 2,333,255
Depreciation expense $ 4,545 $ 4,545
v3.21.1
Discontinued operations - CW-Belize - Additional Information (Details) - USD ($)
1 Months Ended 12 Months Ended
Aug. 31, 2019
Feb. 14, 2019
Dec. 31, 2020
Dec. 31, 2019
Gain on sale of discontinued operations     $ 0 $ 3,621,170
CW Belize [Member]        
Disposal Group, Including Discontinued Operation, Consideration   $ 7,000,000.0    
Proceeds from Divestiture of Businesses $ 265,000 6,735,000    
Supplemental Deferred Purchase Price   $ 265,000    
Gain on sale of discontinued operations       $ 3,621,170
v3.21.1
Discontinued operations - CW-Bali - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Jun. 30, 2019
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest $ (4,902,243) $ 1,287,915  
Consolidated Water Bali [Member]      
Sale of assets     $ 365,000
Sale of stock     $ 25,000
v3.21.1
Intangible assets - Costs and accumulated amortization (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Cost    
Finite-Lived Intangible Assets, Gross $ 9,890,000 $ 9,890,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (5,741,667) (4,850,000)
Intangible assets, net 4,148,333 5,040,000
Non-compete agreements    
Cost    
Finite-Lived Intangible Assets, Gross 530,000 530,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (443,889) (320,556)
Trade names    
Cost    
Finite-Lived Intangible Assets, Gross 2,700,000 2,700,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (560,000) (380,000)
Certifications/programs    
Cost    
Finite-Lived Intangible Assets, Gross 2,000,000 2,000,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (2,000,000) (2,000,000)
Customer backlogs    
Cost    
Finite-Lived Intangible Assets, Gross 460,000 460,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (310,000) (130,000)
Customer relationships    
Cost    
Finite-Lived Intangible Assets, Gross 2,000,000 2,000,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization (2,000,000) (1,958,333)
Facility management contracts    
Cost    
Finite-Lived Intangible Assets, Gross 2,200,000 2,200,000
Accumulated amortization    
Finite-Lived Intangible Assets, Accumulated Amortization $ (427,778) $ (61,111)
v3.21.1
Intangible assets - Amortization of intangible assets (Details)
Dec. 31, 2020
USD ($)
Intangible assets  
2021 $ 746,667
2022 582,778
2023 546,667
2024 546,667
2025 485,556
Thereafter 1,239,998
Finite Lived Intangible Assets Net $ 4,148,333
v3.21.1
Intangible assets (Details) - USD ($)
1 Months Ended 2 Months Ended 12 Months Ended
Oct. 24, 2019
Feb. 11, 2016
Oct. 31, 2019
Dec. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Aug. 31, 2020
Jan. 31, 2020
Jan. 24, 2020
Finite-Lived Intangible Assets [Line Items]                  
Amortization of Intangible Assets         $ 891,667 $ 841,667      
Aerex                  
Finite-Lived Intangible Assets [Line Items]                  
Business Acquisition, Percentage of Voting Interests Acquired   51.00%           49.00% 49.00%
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill   $ 5,900,000              
Aerex | Non-compete agreements                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life   5 years              
Aerex | Certification Marks [Member]                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life   3 years              
Aerex | Customer-Related Intangible Assets [Member]                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life   1 year              
Aerex | Customer relationships                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life   4 years              
PERC Water Corporation                  
Finite-Lived Intangible Assets [Line Items]                  
Business Acquisition, Percentage of Voting Interests Acquired 51.00%   51.00%       61.00%    
Amortization of Intangible Assets       $ (81,200)          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill     $ 3,990,000            
Percentage of additional voting equity             10.00%    
PERC Water Corporation | Non-compete agreements                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life 3 years   3 years            
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 | Aerex                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life   15 years              
Trade name | PERC Water Corporation                  
Finite-Lived Intangible Assets [Line Items]                  
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life     15 years            
v3.21.1
Leases - Lease assets and liabilities (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Current    
Prepaid expenses and other current assets $ 108,303 $ 33,567
Current assets of discontinued operations   2,530
Noncurrent    
Operating lease right-of-use assets 1,329,561 1,811,516
Long-term assets of discontinued operations 33,909 2,627,696
Total lease right-of-use assets 1,471,773 4,475,309
Current    
Current maturities of operating leases 455,788 688,540
Current liabilities of discontinued operations 29,432 67,211
Noncurrent    
Noncurrent operating leases 982,076 1,156,543
Noncurrent liabilities of discontinued operations 2,499 2,679,932
Total lease obligations $ 1,469,795 $ 4,592,226
Operating leases, weighted average remaining lease term 3 years 4 months 24 days 3 years 6 months
Operating leases, weighted average discount rate 4.15% 4.37%
Discontinued Operations    
Noncurrent    
Operating leases, weighted average remaining lease term 1 year 1 month 6 days 24 years
Operating leases, weighted average discount rate 3.48% 4.68%
v3.21.1
Leases - Components of lease cost (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Leases    
Operating lease costs $ 773,756 $ 563,358
Short-term lease costs 5,518 16,469
Lease costs - discontinued operations 127,983 234,045
Total lease costs $ 907,257 $ 813,872
v3.21.1
Leases - Supplemental cash flow information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Leases    
Operating cash outflows for operating leases $ 708,095 $ 717,172
Operating cash flows from operating leases - discontinued operations $ 127,153 $ 250,833
v3.21.1
Leases - Future lease payments (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Leases    
2021 $ 505,206  
2022 402,563  
2023 405,113  
2024 186,670  
2025 43,229  
Total future lease payments 1,542,781  
Less: imputed interest (104,917)  
Total lease obligations 1,437,864  
Less: current obligations (455,788) $ (688,540)
Noncurrent lease obligations $ 982,076 $ 1,156,543
v3.21.1
Leases - Additional Information (Details)
Dec. 31, 2020
Aguas de Rosarito S.A.P.I. de C.V [Member]  
Lessee, Operating Lease, Renewal Term 20 years
v3.21.1
Income taxes - Components of income before income taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income taxes    
Foreign (not subject to income taxes) $ 6,475,693 $ 13,593,497
Mexico (4,903,988) (2,458,210)
United States 2,956,552 2,657,405
Income before income taxes 4,528,257 13,792,692
Less gain on sale of discontinued operations 0 (3,621,170)
Less discontinued operations   2,333,255
Income before income taxes $ 9,430,500 $ 12,504,777
v3.21.1
Income taxes - Provision for income taxes (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Current:    
Federal $ 191,322 $ 143,567
State 87,630 171,093
Total 278,952 314,660
Deferred:    
Federal (132,957) (203,031)
State (59,271) (45,008)
Total (192,228) (248,039)
Total provision $ 86,724 $ 66,621
v3.21.1
Income taxes - Reconciliation of federal tax rate to the effective rate (Details)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Income taxes    
U.S. statutory federal rate 21.00% 21.00%
State taxes, net of federal effect 4.00% 4.38%
Nontaxable foreign income (17.28%) (19.98%)
Research & Development Tax Credit (11.73%) (3.82%)
Permanent items (0.67%) (0.87%)
Valuation allowance for deferred tax assets 5.60% (0.18%)
Effective Income Tax Rate Reconciliation, Percent 0.92% 0.53%
v3.21.1
Income taxes - Net long-term deferred tax liability (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:    
Research & development tax credits $ 613,003 $ 166,653
Accrued compensation 110,092 0
Valuation allowances (496,343) (43,900)
Deferred Tax Assets, Net of Valuation Allowance 226,752 122,753
Deferred tax liabilities:    
Property and equipment 252,800 148,707
Intangible assets 1,188,009 1,380,328
Deferred Tax Liabilities, Gross 1,440,809 1,529,035
Net deferred tax liability 1,214,057 1,406,282
Discontinued Operations    
Deferred tax assets:    
Operating loss carryforwards - Mexico 4,296,453 3,427,295
Land basis difference - Mexico 1,262,159 1,164,365
Start-up costs - Mexico 4,904,337 4,608,990
Valuation allowances (10,462,949) (9,200,650)
Deferred Tax Assets, Net of Valuation Allowance $ 0 $ 0
v3.21.1
Earnings per share (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Earnings per share    
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders $ 8,613,771 $ 10,888,178
Less: preferred stock dividends (11,740) (11,937)
Net income from continuing operations available to common shares in the determination of basic earnings per common share 8,602,031 10,876,241
Total income (loss) from discontinued operations (4,902,243) 1,287,915
Net income available to common shares in the determination of basic earnings per common share $ 3,699,788 $ 12,164,156
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) 15,119,305 15,025,639
Weighted average number of preferred shares outstanding during the period (in shares) 33,814 33,983
Potential dilutive effect of unexercised options and unvested stock grants 70,836 77,454
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders 15,223,955 15,137,076
v3.21.1
Dividends (Details) - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Dec. 31, 2020
Dec. 31, 2019
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
v3.21.1
Segment information (Details)
12 Months Ended
Dec. 31, 2020
USD ($)
segment
Dec. 31, 2019
USD ($)
Segment Reporting Information [Line Items]    
Number of Reportable Segments | segment 4  
Revenue $ 72,628,126 $ 68,793,651
Cost of revenue 45,859,671 40,519,303
Gross profit 26,768,455 28,274,348
General and administrative expenses 18,434,898 17,001,164
Gain on asset dispositions and impairments, net 13,997 445,041
Income from operations 8,347,554 11,718,225
Other expense, net 1,082,946 786,552
Income before income taxes 9,430,500 12,504,777
Benefit for income taxes 86,724 66,621
Net income from continuing operations 9,343,776 12,438,156
Income from continuing operations attributable to non-controlling interests 730,005 1,549,978
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 10,888,178
Net income from discontinued operations (4,902,243) 1,287,915
Net income attributable to Consolidated Water Co. Ltd. stockholders 3,711,528 12,176,093
Accounts receivable, net 21,483,976 22,953,659
Inventory, current and non-current 7,721,020 7,691,933
Property, plant and equipment, net 57,687,984 61,238,752
Construction in progress 440,384 1,335,597
Intangibles, net 4,148,333 5,040,000
Goodwill 13,325,013 13,325,013
Total segment assets 156,877,964 162,728,352
Assets of discontinued operations 22,677,588 29,289,022
Total assets 179,555,552 192,017,374
Retail [Member]    
Segment Reporting Information [Line Items]    
Revenue 22,952,370 26,456,022
Cost of revenue 11,080,814 11,611,165
Gross profit 11,871,556 14,844,857
General and administrative expenses 12,879,445 13,422,821
Gain on asset dispositions and impairments, net 2,965 398,041
Income from operations (1,004,924) 1,820,077
Accounts receivable, net 2,444,455 2,891,165
Inventory, current and non-current 2,787,163 2,668,902
Property, plant and equipment, net 27,947,545 29,177,718
Construction in progress 305,110 396,214
Goodwill 1,170,511 1,170,511
Total segment assets 56,425,159 65,554,640
Bulk [Member]    
Segment Reporting Information [Line Items]    
Revenue 24,312,546 26,986,108
Cost of revenue 16,959,563 18,606,805
Gross profit 7,352,983 8,379,303
General and administrative expenses 1,260,062 1,238,296
Gain on asset dispositions and impairments, net 7,213 47,000
Income from operations 6,100,134 7,188,007
Accounts receivable, net 17,022,813 18,883,493
Inventory, current and non-current 3,795,544 3,628,443
Property, plant and equipment, net 27,611,567 30,281,647
Construction in progress 31,737 869,792
Goodwill 1,948,875 1,948,875
Total segment assets 74,771,798 69,423,770
Services [Member]    
Segment Reporting Information [Line Items]    
Revenue 12,937,859 1,759,446
Cost of revenue 9,698,214 1,215,193
Gross profit 3,239,645 544,253
General and administrative expenses 2,834,917 392,425
Gain on asset dispositions and impairments, net 3,801  
Income from operations 408,529 151,828
Accounts receivable, net 1,420,609 678,119
Property, plant and equipment, net 487,973 158,358
Intangibles, net 3,200,555 3,877,222
Goodwill 5,320,416 5,320,416
Total segment assets 14,470,322 12,895,385
Manufacturing Units [Member]    
Segment Reporting Information [Line Items]    
Revenue 12,425,351 13,592,075
Cost of revenue 8,121,080 9,086,140
Gross profit 4,304,271 4,505,935
General and administrative expenses 1,460,474 1,947,622
Gain on asset dispositions and impairments, net 18  
Income from operations 2,843,815 2,558,313
Accounts receivable, net 596,099 500,882
Inventory, current and non-current 1,138,313 1,394,588
Property, plant and equipment, net 1,640,899 1,621,029
Construction in progress 103,537 69,591
Intangibles, net 947,778 1,162,778
Goodwill 4,885,211 4,885,211
Total segment assets $ 11,210,685 $ 14,854,557
v3.21.1
Segment information - Revenues earned by major geographic region and major customer (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]    
Revenue $ 72,628,126 $ 68,793,651
Cayman Island [Member]    
Segment Reporting Information [Line Items]    
Revenue 25,640,169 30,327,139
Bahamas [Member]    
Segment Reporting Information [Line Items]    
Revenue 21,654,153 23,114,860
Indonesia [Member]    
Segment Reporting Information [Line Items]    
Revenue   131
United States [Member]    
Segment Reporting Information [Line Items]    
Revenue 24,918,527 14,968,868
Revenues earned from management services agreement with OC-BVI [Member]    
Segment Reporting Information [Line Items]    
Revenue 415,277 382,653
Water and Sewerage Corporation [Member]    
Segment Reporting Information [Line Items]    
Revenue $ 21,527,487 $ 22,877,741
Percentage of consolidated revenues 30.00% 33.00%
One Customer [Member]    
Segment Reporting Information [Line Items]    
Revenue $ 9,965,041 $ 9,238,476
Percentage of consolidated revenues 14.00% 13.00%
v3.21.1
Segment information - Property, plant and equipment, net by major geographic region (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net $ 57,687,984 $ 61,238,752
Cayman Island [Member]    
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net 28,474,748 29,059,294
Bahamas [Member]    
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net 26,975,427 30,245,741
United States [Member]    
Segment Reporting Information [Line Items]    
Property, Plant and Equipment, Net $ 2,237,809 $ 1,933,717
v3.21.1
Segment information - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Retail [Member]    
Segment Reporting Information [Line Items]    
Depreciation, Depletion and Amortization $ 2,388,781 $ 2,364,994
Bulk [Member]    
Segment Reporting Information [Line Items]    
Depreciation, Depletion and Amortization 3,869,377 3,795,320
Services [Member]    
Segment Reporting Information [Line Items]    
Depreciation, Depletion and Amortization 762,182 120,761
Manufacturing Units [Member]    
Segment Reporting Information [Line Items]    
Depreciation, Depletion and Amortization $ 386,169 $ 922,027
v3.21.1
Cost of revenues and general and administrative expenses - Cost of revenues (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue $ 45,859,671 $ 40,519,303
Electricity [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 5,389,361 7,438,218
Depreciation [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 6,202,012 6,046,810
Fuel oil [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 4,157,393 5,315,676
Employee costs [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 11,308,833 6,597,755
Maintenance [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 2,859,262 2,076,501
Retail license royalties [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 1,489,862 1,701,724
Insurance [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 1,491,799 1,279,997
Materials [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue 5,786,698 6,151,064
Other [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
Cost of Revenue $ 7,174,451 $ 3,911,558
v3.21.1
Cost of revenues and general and administrative expenses - General and administrative expenses (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense $ 18,434,898 $ 17,001,164
Employee costs [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 10,025,658 9,335,247
Insurance [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 1,436,957 866,457
Professional fees [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 1,549,878 1,178,621
Directors' fees and expenses [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 865,555 969,279
Depreciation [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 133,477 135,272
Amortization of intangible assets [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense 891,667 841,667
Other [Member]    
Cost of revenues and general and administrative expenses [Line Items]    
General and Administrative Expense $ 3,531,706 $ 3,674,621
v3.21.1
Stock-based compensation - Significant weighted average assumptions (Details)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Stock-based compensation    
Risk free interest rate 0.17% 2.11%
Expected option life (years) 1 year 1 month 6 days 1 year 1 month 6 days
Expected volatility 51.19% 34.59%
Expected dividend yield 2.42% 2.44%
v3.21.1
Stock-based compensation - Stock option activity (Details)
12 Months Ended
Dec. 31, 2020
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Outstanding at the beginning of period -Options | shares 10,650
Granted - Options | shares 8,223
Exercised - Options | shares (835)
Forfeited/expired - Options | shares (8,008)
Outstanding at the ending of period -Options | shares 10,030
Outstanding-Weighted Average Exercise Price at the beginning of period - Options | $ / shares $ 13.08
Granted-Weighted Average Exercise Price | $ / shares 10.67
Exercised-Weighted Average Exercise Price | $ / shares 10.10
Forfeited/expired-Weighted Average Exercise Price | $ / shares 11.04
Outstanding-Weighted Average Exercise Price at the ending of period - Options | $ / shares $ 12.98
Outstanding-Weighted Average Remaining Contractual Life (Years) 2 years 25 days
v3.21.1
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, 2020
Dec. 31, 2019
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 $ 3,891 $ 5,857
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 $ 2.70 $ 3.73
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 2.70 3.73
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 2.45 3.23
At Market Price [Member] | Management Employees [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value 0 0
At Market Price [Member] | Employees [Member] | Common stock [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value 2.45 3.23
Above Market Price [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value 0 0
Above Market Price [Member] | Management Employees [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value 0 0
Above Market Price [Member] | Employees [Member] | Preferred Stock [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value $ 0 $ 0
v3.21.1
Stock-based compensation (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
May 14, 2008
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Cumulative financial performance targets measurement period   3 years  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 8,223    
Allocated Share-based Compensation Expense, Net of Tax $ 125,487 $ 142,632  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares 10,030    
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 25 days    
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 2 years 25 days    
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 14,427    
Preferred stock value $ 18,641 20,251  
Number of days employee option to purchase preferred stock must be exercised 30 days    
Share-based Compensation $ 1,163,261 $ 1,192,224  
Closing Price of Common Shares $ 12.05    
Non Executive Directors Share Plan [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 19,712 22,034  
Share-based Compensation $ 318,991 $ 322,036  
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    
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 25,789 28,891  
Allocated Share-based Compensation Expense $ 344,940 $ 337,032  
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  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 31,788 36,007  
Allocated Share-based Compensation Expense $ 373,843 $ 390,524  
Employee Stock Option [Member] | Common Stock Options [Member]      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 2,100 2,575  
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 1 month 24 days    
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 142,328    
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 6,123 7,293  
v3.21.1
Retirement benefits (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Defined Benefit Plan Disclosure [Line Items]    
Pension Expense $ 576,096 $ 450,732
Cayman Island [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%  
v3.21.1
Financial instruments (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Recurring    
Net liability arising from put/call options $ 690,000 $ 664,000
Fair Value, Inputs, Level 3 [Member]    
Recurring    
Net liability arising from put/call options $ 690,000 $ 664,000
v3.21.1
Financial instruments - Level 3 activity (Details)
12 Months Ended
Dec. 31, 2020
USD ($)
Net liability arising from put/call options  
Balance as of December 31, 2019 $ 664,000
Unrealized loss (26,000)
Balance as of December 31, 2020 $ 690,000
v3.21.1
Financial instruments - Additional Information (Details)
12 Months Ended
Dec. 31, 2020
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
v3.21.1
Commitments and contingencies - Additional Information (Details)
$ in Millions
12 Months Ended
Dec. 31, 2020
USD ($)
item
Dec. 31, 2019
USD ($)
Contingencies    
Employment Agreement Base Annual Salaries $ 4.7  
Number of reporting units | item 4  
Cayman Water Retail Operations, Percentage Of Revenue 32.00% 38.00%
Cayman Water Retail Operations, Percentage Of Gross Profit 44.00% 53.00%
Long-term Purchase Commitment, Amount $ 1.8  
WSC [Member]    
Contingencies    
Accounts Receivable, Net $ 16.8 $ 18.4
v3.21.1
Acquisition of PERC - Purchase agreement and summary of purchase price (Details) - USD ($)
1 Months Ended
Aug. 11, 2020
Oct. 24, 2019
Aug. 31, 2020
Dec. 31, 2020
Oct. 31, 2019
Cash consideration          
Discount for marketability of noncontrolling interest       8.40%  
PERC Water Corporation          
Business Acquisition [Line Items]          
Business Acquisition, Percentage of Voting Interests Acquired 10.00%        
Noncontrolling Interest, Ownership Percentage by Parent 61.00%        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners     39.00%    
Cash consideration          
Total cash consideration $ 900,000        
PERC Water Corporation          
Business Acquisition [Line Items]          
Business Acquisition, Percentage of Voting Interests Acquired   51.00% 61.00%   51.00%
Percentage of additional voting equity     10.00%    
Cash consideration          
Purchase price (excluding working capital)   $ 4,088,817      
Cash acquired   (941,379)      
Total cash consideration   $ 3,147,438 $ 900,000    
PERC Water Corporation | Consolidated Water U S Holdings [Member]          
Business Acquisition [Line Items]          
Noncontrolling Interest, Ownership Percentage by Parent   51.00%      
PERC Water Corporation | Three Executives [Member]          
Business Acquisition [Line Items]          
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners   49.00%      
v3.21.1
Acquisition of PERC - Estimated fair values of the assets and liabilities assumed at the acquisition date (Details) - USD ($)
Dec. 31, 2020
Dec. 31, 2019
Oct. 24, 2019
Business Acquisition [Line Items]      
Goodwill $ 13,325,013 $ 13,325,013  
PERC Water Corporation      
Business Acquisition [Line Items]      
Financial assets     $ 1,371,532
Costs and estimated earnings in excess of billings     20,854
Property, plant and equipment     86,287
Identifiable intangible assets     3,990,000
Deferred tax liability     (1,117,200)
Accounts payable and accrued liabilities     (1,260,722)
Working capital adjustment payable     (23,467)
Deferred revenue     (117,636)
Billings in excess of costs and estimated earnings     (760,992)
Net liability arising from put/call options     (744,000)
Total identifiable net assets     1,444,656
Non-controlling interest in PERC     (3,617,634)
Goodwill     5,320,416
Total cash consideration     $ 3,147,438
v3.21.1
Acquisition of PERC - Components of identifiable intangible assets assumed at the acquisition date (Details) - PERC Water Corporation - USD ($)
1 Months Ended
Oct. 24, 2019
Oct. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]    
Amount $ 3,990,000  
Non-compete agreements    
Acquired Finite-Lived Intangible Assets [Line Items]    
Amount $ 130,000  
Useful life 3 years 3 years
Trade name    
Acquired Finite-Lived Intangible Assets [Line Items]    
Amount $ 1,300,000  
Useful life 15 years  
Customer backlogs    
Acquired Finite-Lived Intangible Assets [Line Items]    
Amount $ 360,000  
Useful life 2 years  
Facility management contracts    
Acquired Finite-Lived Intangible Assets [Line Items]    
Amount $ 2,200,000  
Useful life 6 years  
v3.21.1
Acquisition of PERC - Results of operations of PERC included in the Company's results of operations (Details) - USD ($)
2 Months Ended 12 Months Ended
Dec. 31, 2019
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]      
Revenue   $ 72,628,126 $ 68,793,651
Gross profit   26,768,455 28,274,348
Amortization of intangibles, net of tax benefit   891,667 841,667
Net income   $ 3,711,528 $ 12,176,093
PERC Water Corporation      
Business Acquisition [Line Items]      
Revenue $ 1,376,793    
Gross profit 407,604    
Amortization of intangibles, net of tax benefit (81,200)    
Net income $ 37,924    
v3.21.1
Acquisition of PERC - Financial Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Revenue $ 72,628,126 $ 68,793,651
Cost of revenue 45,859,671 40,519,303
Gross profit 26,768,455 28,274,348
General and administrative expenses 18,434,898 17,001,164
Gain (loss) on asset dispositions and impairments, net 13,997 445,041
Income from operations 8,347,554 11,718,225
Other income (expense):    
Other expense, net 1,082,946 786,552
Income before income taxes 9,430,500 12,504,777
Provision for income taxes 86,724 66,621
Net income from continuing operations 9,343,776 12,438,156
Income from continuing operations attributable to non-controlling interests 730,005 1,549,978
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders 8,613,771 10,888,178
Gain on sale of discontinued operations 0 3,621,170
Less discontinued operations   2,333,255
Total income (loss) from discontinued operations (4,902,243) 1,287,915
Net income attributable to Consolidated Water Co. Ltd. stockholders $ 3,711,528 $ 12,176,093
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations $ 0.56 $ 0.72
Discontinued operations (0.32) 0.09
Basic earnings per share 0.24 0.81
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations 0.56 0.72
Discontinued operations (0.32) 0.08
Diluted earnings per share $ 0.24 $ 0.80
Weighted average number of common shares used in the determination of:    
Basic earnings per share 15,119,305 15,025,639
Diluted earnings per share 15,223,955 15,137,076
Pro Forma    
Revenue   $ 77,615,958
Cost of revenue   47,162,564
Gross profit   30,453,394
General and administrative expenses   21,620,106
Gain (loss) on asset dispositions and impairments, net   447,681
Income from operations   9,280,969
Other income (expense):    
Other expense, net   805,093
Income before income taxes   10,086,062
Provision for income taxes   72,814
Net income from continuing operations   10,013,248
Income from continuing operations attributable to non-controlling interests   1,505,068
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders   8,508,180
Gain on sale of discontinued operations   3,621,170
Total income (loss) from discontinued operations   3,621,170
Net income attributable to Consolidated Water Co. Ltd. stockholders   $ 12,129,350
Basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations   $ 0.57
Discontinued operations   0.24
Basic earnings per share   0.81
Diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders    
Continuing operations   0.56
Discontinued operations   0.24
Diluted earnings per share   $ 0.80
Weighted average number of common shares used in the determination of:    
Basic earnings per share   15,025,639
Diluted earnings per share   15,137,076
v3.21.1
Related party transactions (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]    
Accounts payable outstanding $ 200,558 $ 57,410
PERC Water Corporation    
Related Party Transaction [Line Items]    
Purchases of services 1,349,000 10,000
Accounts payable outstanding $ 201,000 $ 57,000
v3.21.1
Supplemental disclosure of cash flow information (Details) - USD ($)
12 Months Ended
Dec. 31, 2020
Dec. 31, 2019
Supplemental disclosure of cash flow information    
Interest paid in cash $ 9,669 $ 1,332
Non-cash transactions:    
Dividends declared but not paid 1,289,854 1,282,086
Transfers from inventory to property, plant and equipment and construction in progress 73,464 443,018
Transfers from construction in progress to property, plant and equipment 1,653,501 7,755,375
Right-of-use assets obtained in exchange for new operating lease liabilities 299,992 2,429,305
Purchase of equipment through issuance of long-term debt $ 122,292 $ 78,899