What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 94 added, 90 removed, 606 unchanged (23% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

47 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Cost of revenue

General and administrative expenses

Gain (loss) on asset dispositions and impairments, net

Gain on asset dispositions, net

Income from operations

48 unchanged sentences

Balance as of June 30, 2025

Issue of share capital

Conversion of preferred stock

Buyback of preferred stock

Exercise of options

Dividends declared

( 2,234,845 )

Stock-based compensation

Balance as of September 30, 2025

preferred stock

11 unchanged sentences

Buyback of preferred stock

Exercise of options

Dividends declared

3 unchanged sentences

Balance as of June 30, 2024

Conversion of preferred stock

Buyback of preferred stock

Exercise of options

Dividends declared

( 1,745,942 )

( 1,978,042 )

Stock-based compensation

Balance as of September 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

11 unchanged sentences

Compensation expense relating to stock and stock option grants

Loss (gain) on asset dispositions and impairments, net

Gain on asset dispositions, net

Equity in earnings of affiliates

1 unchanged sentence

Accounts receivable

( 2,752,672 )

( 1,672,589 )

Contract assets

1 unchanged sentence

Prepaid expenses and other assets

( 1,269,737 )

Accounts payable, accrued expenses and other current liabilities

6 unchanged sentences

Net cash used in operating activities - discontinued operations

( 1,432,041 )

Net cash provided by operating activities

5 unchanged sentences

Proceeds from Mexico settlement agreement

Net cash provided by (used in) investing activities - continuing operations

( 4,177,011 )

Net cash provided by investing activities - discontinued operations

Net cash provided by (used in) investing activities

5 unchanged sentences

Dividends paid to preferred shareholders

Dividends paid to non-controlling interests

Buyback of redeemable preferred stock

8 unchanged sentences

cash and cash equivalents at end of period - discontinued operations

( 1,355,104 )

Cash and cash equivalents at end of period

5 unchanged sentences

Transfers from prepaid expenses to property, plant and equipment

Expenditures for construction in progress not yet paid

Expenditures for property, plant and equipment and construction in progress not yet paid

The accompanying notes are an integral part of these condensed consolidated financial statements.

34 unchanged sentences

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 $ 16,345 and $ 16,602 for the three months ended June 30, 2025 and 2024, respectively, and $ 45,987 and $ 40,799 for the six months ended June 30, 2025 and 2024 are included in “Other income (expense) - Other” in the accompanying condensed consolidated statements of income.

Net foreign currency gains arising from transactions and re-measurements were $ 19,093 and $ 24,807 for the three months ended September 30, 2025 and 2024, respectively, and $ 65,080 and $ 65,606 for the nine months ended September 30, 2025 and 2024 are included in “Other income (expense) - Other” in the accompanying condensed consolidated statements of income.

Cash and cash equivalents:

Cash and cash equivalents consist of demand deposits at banks and certificates of deposit at banks with original maturities of three months or less.

Cash and cash equivalents as of June 30, 2025 and December 31, 2024 include approximately $ 16.9 million and $ 5.2 million, respectively, of certificates of deposits with original maturities of three months or less.

Cash and cash equivalents as of September 30, 2025 and December 31, 2024 include approximately $ 16.9 million and $ 5.2 million, respectively, of certificates of deposits with original maturities of three months or less.

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.

The equivalent United States dollar cash balances held in The Bahamas as of June 30, 2025 and December 31, 2024 were approximately $ 14.2 million and $ 7.7 million, respectively.

The equivalent United States dollar cash balances held in The Bahamas as of September 30, 2025 and December 31, 2024 were approximately $ 26.4 million and $ 7.7 million, respectively.

Goodwill and intangible assets:

20 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Retail revenue

3 unchanged sentences

Services revenue consists of the following:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Construction revenue

26 unchanged sentences

The Company also generates operations and maintenance and consulting revenue from REC.

The Company recognizes revenue for its construction and custom/specialized manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to the total estimated costs at completion to measure progress toward satisfying a contract’s performance obligations as such measure best reflects the transfer of control of the promised good to the customer.

The Company recognizes revenue for its construction and custom/specialized manufacturing contracts (and some of its design contracts) over time under the input method, using costs incurred (which represents work performed) to date relative to the total estimated costs at completion to measure progress toward satisfying a contract’s performance obligations as such measure best reflects the transfer of control of the promised good to the customer.

Contract costs include labor, materials, subcontractor costs and other expenses.

8 unchanged sentences

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 operations and maintenance, design and consulting contracts and recognizes revenue in the amount to which the Company has a right to invoice, recognizing this revenue from the transfer of goods or services to customers during the billing cycle.

For the three months ended June 30, 2025 and 2024, the Company recognized $ 3,104,731 and $ 3,988,174 , respectively, of its services revenue from the transfer of goods or services to customers over time.

The Company has elected the “right to invoice” practical expedient for revenue recognition on its operations and maintenance and consulting contracts and recognizes revenue in the amount to which the Company has a right to invoice, recognizing this revenue from the transfer of goods or services to customers during the billing cycle.

For the three months ended September 30, 2025 and 2024, the Company recognized $ 6,462,508 and $ 4,246,506 , respectively, of its services revenue from the transfer of goods or services to customers over time.

The remaining services revenue of $ 7,826,807 and $ 8,431,331 , respectively, was recognized from the transfer of goods or services to customers when invoiced.

For the six months ended June 30, 2025 and 2024, the Company recognized $ 5,284,992 and $ 13,385,268 , respectively, of its services revenue from the transfer of goods or services to customers over time.

For the nine months ended September 30, 2025 and 2024, the Company recognized $ 11,752,695 and $ 17,631,774 , respectively, of its services revenue from the transfer of goods or services to customers over time.

The remaining services revenue of $ 24,063,090 and $ 24,386,143 , respectively, was recognized from the transfer of goods or services to customers when invoiced.

For the three and six months ended June 30, 2025 and 2024, the Company recognized all of its manufacturing revenue from the transfer of goods or services to customers over time.

For the three and nine months ended September 30, 2025 and 2024, the Company recognized all of its manufacturing revenue from the transfer of goods or services to customers over time.

Revenue recognized and amounts billed on contracts in progress are summarized as follows:

September 30,

Revenue recognized to date on contracts in progress

6 unchanged sentences

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

September 30,

Contract assets

5 unchanged sentences

( 4,656,411 )

During the three and six months ended June 30, 2025, the Company adjusted prior period estimates of the total contract costs for a few of its contracts.

These changes in accounting estimates resulted in an increase in the services and manufacturing segment’s income from operations by $ 167,904 and $ 445,150 , respectively, for both the three and six months ended June 30, 2025.

The impact to the Company’s consolidated net income was $ 450,619 for both the three and six months ended June 30, 2025.

These adjustments increased basic and diluted earnings per share by $ 0.03 for both the three and six months ended June 30, 2025.

As of June 30, 2025, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 143.1 million in aggregate transaction price for contracts with an original expected length of greater than one year .

As of September 30, 2025, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 138.8 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 $ 4.6 million during the remainder of the year ending December 31, 2025 and approximately $ 134.2 million thereafter .

In addition, the Company recognized revenue of approximately $ 3.8 million for the six months ended June 30, 2025, that was included in the contract liability balance as of December 31, 2024.

In addition, the Company recognized revenue of approximately $ 5.1 million for the nine months ended September 30, 2025, that was included in the contract liability balance as of December 31, 2024.

Practical Expedients and Exemptions

1 unchanged sentence

Comparative amounts:

Revenue of $ 679,462 and $ 853,262 for the three and six months ended June 30, 2024, respectively, presented in the services segment as design and consulting revenue in the financial statements previously issued for 2024 has been reclassified to construction revenue in the services segment information for 2024 provided herein to conform to the current period’s presentation.

Revenue of $ 614,199 and $ 1,467,461 for the three and nine months ended September 30, 2024, respectively, presented in the services segment as design and consulting revenue in the financial statements previously issued for 2024 has been reclassified to construction revenue in the services segment information for 2024 provided herein to conform to the current period’s presentation.

Such reclassifications had no effect on consolidated or services segment revenue, gross profit, operating income or net income.

6 unchanged sentences

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.

The corporate segment consists of various expenses of a general and administrative nature incurred at the parent company level, as well as the expenses incurred by Aquilex, a U.S.

The corporate segment consists of various expenses of a general and

administrative nature incurred at the parent company level, as well as the expenses incurred by Aquilex, a U.S.

subsidiary that provides financial, engineering, information technology, administrative and supply chain management support services to all the Company’s subsidiaries and its affiliate.

9 unchanged sentences

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.

The Company’s income statements by segment are presented below.

Three Months Ended June 30, 2025

The following sets forth the Company’s income statements by segment.

Three Months Ended September 30, 2025

Manufacturing

1 unchanged sentence

General and administrative expenses

Gain on asset dispositions and impairments, net

Gain on asset dispositions, net

Income (loss) from operations

14 unchanged sentences

Net income attributable to Consolidated Water Co.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Manufacturing

1 unchanged sentence

General and administrative expenses

Gain (loss) on asset dispositions and impairments, net

Gain on asset dispositions, net

Income (loss) from operations

12 unchanged sentences

( 3,072,669 )

Net income from discontinued operations

Net loss from discontinued operations

Net income attributable to Consolidated Water Co.

The Company’s cost of revenue consists of:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Manufacturing

2 unchanged sentences

Retail license royalties

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Manufacturing

4 unchanged sentences

The Company’s general and administrative expenses consist of:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Manufacturing

2 unchanged sentences

Depreciation and amortization

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Manufacturing

2 unchanged sentences

Depreciation and amortization

Other general and administrative segment expenses primarily include Board of Directors fees and expenses, maintenance, office rent, amortization of intangible assets, and investor relations costs.

Six Months Ended June 30, 2025

General and administrative segment expenses set forth in the “Other” category above include Board of Directors fees and expenses, maintenance, office rent, information technology costs, amortization of intangible assets, provisions for credit losses and investor relations costs.

Nine Months Ended September 30, 2025

Manufacturing

1 unchanged sentence

General and administrative expenses

Gain on asset dispositions and impairments, net

Gain on asset dispositions, net

Income (loss) from operations

14 unchanged sentences

Net income attributable to Consolidated Water Co.

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Manufacturing

1 unchanged sentence

General and administrative expenses

Gain (loss) on asset dispositions and impairments, net

Gain on asset dispositions, net

Income (loss) from operations

15 unchanged sentences

The Company’s cost of revenue consists of:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Manufacturing

2 unchanged sentences

Retail license royalties

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Manufacturing

4 unchanged sentences

The Company’s general and administrative expenses consist of:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Manufacturing

2 unchanged sentences

Depreciation and amortization

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Manufacturing

2 unchanged sentences

Depreciation and amortization

Other general and administrative segment expenses primarily include Board of Directors fees and expenses, maintenance, office rent, amortization of intangible assets, and investor relations costs.

The Company’s segment assets are presented below.

As of June 30, 2025

As of September 30, 2025

Manufacturing

24 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net income from continuing operations attributable to Consolidated Water Co.

21 unchanged sentences

On June 29, 2020, AdR received a letter (the “Letter”) from CEA and CESPT terminating the APP Contract.

The Letter requested that AdR provide an inventory of the assets that comprised 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 Letter requested that AdR provide an inventory of the assets that comprised 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.

On August 28, 2020, AdR submitted their list of non-recoverable expenses, including those of NSC, to CEA and CESPT which amounted to 51,144,525 United States dollars and an additional 137,333,114 Mexican pesos.

12 unchanged sentences

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

September 30,

Prepaid expenses and other current assets

1 unchanged sentence

Total liabilities of discontinued operations

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Loss from discontinued operations

( 1,496,840 )

Gain on sale of land and project documentation

Depreciation expense

The Company’s leases consist principally of leases for office and warehouse space.

11 unchanged sentences

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

Prepaid expenses and other current assets

Operating lease right-of-use assets

Total lease right-of-use assets

September 30,

Total operating lease right-of-use assets

Current maturities of operating leases

6 unchanged sentences

The components of lease costs were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating lease costs

3 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Cash paid for amounts included in measurement of liabilities:

Operating cash outflows for operating leases

Future lease payments relating to the Company’s operating lease liabilities from continuing operations as of June 30, 2025 were as follows:

Future lease payments relating to the Company’s operating lease liabilities from continuing operations as of September 30, 2025 were as follows:

Years ending December 31,

4 unchanged sentences

Noncurrent lease obligations

As of June 30, 2025 and December 31, 2024, 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.

As of June 30, 2025 and December 31, 2024, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy.

As of September 30, 2025 and December 31, 2024, 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.

As of September 30, 2025 and December 31, 2024, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy.

Commitments and contingencies

2 unchanged sentences

Seven Mile Beach and West Bay.

For the three months ended June 30, 2025 and 2024, the Company generated approximately 26 % and 25 %, respectively, of its consolidated revenue and 38 % and 39 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license.

For the six months ended June 30, 2025 and 2024, the Company generated approximately 27 % and 23 %, respectively, of its consolidated revenue and 42 % and 38 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license.

For the three months ended September 30, 2025 and 2024, the Company generated approximately 22 % and 23 %, respectively, of its consolidated revenue and 33 % and 34 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license.

For the nine months ended September 30, 2025 and 2024, the Company generated approximately 25 % and 23 %, respectively, of its consolidated revenue and 39 % and 36 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license.

The 1990 license was originally scheduled to expire in July 2010 but was extended several times by the Cayman Islands government in order to provide the parties with additional time to negotiate the terms of a new license agreement.

9 unchanged sentences

Such impairment losses could have a material adverse impact on the Company’s consolidated financial condition and results of operations.

CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $ 29.3 million and $ 28.4 million as of June 30, 2025 and December 31, 2024, respectively.

Approximately 81 % of the accounts receivable balances were delinquent as of those dates, respectively.

CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $ 16.8 million and $ 28.4 million as of September 30, 2025 and December 31, 2024, respectively.

Approximately 66 % and 81 % of the accounts receivable balances were delinquent as of those dates, respectively.

From time to time (including presently), CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC.

1 unchanged sentence

All previous delinquent accounts receivable from the WSC, including accrued interest thereon, were eventually paid in full.

Based upon this payment history, CW-Bahamas has not provided a material allowance for credit losses for its accounts receivable from the WSC as of June 30, 2025.

Based upon this payment history, CW-Bahamas has not provided a material allowance for credit losses for its accounts receivable from the WSC as of September 30, 2025 or prior periods.

In a report dated October 6, 2022, Moody’s Investor Services (“Moody’s”) downgraded The Bahamas’ long-term issuer and senior unsecured ratings to B1 from Ba3.

34 unchanged sentences

The ASU requires public companies to disclose, in the notes to financial statements, specific information about certain costs and expenses at each interim and annual reporting period.

The ASU is effective on a prospective basis for annual periods beginning after

December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The ASU is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of this guidance.

3 unchanged sentences

The Company is currently evaluating the impact of this guidance.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

The ASU is effective for annual periods beginning after December 15, 2027.

Early adoption is permitted and the guidance can be applied on a prospective basis, a modified basis for in-process projects, or on a retrospective basis.

The Company is currently evaluating the impact of this guidance.

Subsequent events

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements