Consolidated Water Co. Ltd. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ 2025 ​ ​ 2024 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 123,554,648 ​ $ 99,350,121 Accounts receivable, net ​ 28,996,834 ​ 39,580,982 Inventory ​ 4,564,029 ​ 8,960,350 Prepaid expenses and other current assets ​ 5,965,382 ​ 5,112,183 Contract assets ​ 6,731,861 ​ 4,470,243 Current assets of discontinued operations ​ 136,928 ​ 272,485 Total current assets ​ ​ 169,949,682 ​ 157,746,364 Property, plant and equipment, net ​ 55,553,056 ​ 52,432,282 Construction in progress ​ 5,210,534 ​ 5,143,717 Inventory, noncurrent ​ 5,597,052 ​ 5,338,961 Investment in affiliates ​ 1,122,030 ​ 1,504,363 Goodwill ​ 12,861,404 ​ 12,861,404 Intangible assets, net ​ 2,204,536 ​ 2,696,815 Operating lease right-of-use assets ​ ​ 3,095,156 ​ ​ 3,232,786 Other assets ​ 1,641,202 ​ 2,356,489 Total assets ​ $ 257,234,652 ​ $ 243,313,181 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ Current liabilities ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 9,530,167 ​ $ 9,057,179 Accrued compensation ​ 3,569,948 ​ 3,336,946 Dividends payable ​ 2,272,907 ​ 1,780,841 Current maturities of operating leases ​ ​ 667,074 ​ ​ 634,947 Current portion of long-term debt ​ ​ 62,458 ​ ​ 126,318 Contract liabilities ​ 11,682,006 ​ 9,126,654 Deferred revenue ​ ​ 149,675 ​ ​ 365,879 Current liabilities of discontinued operations ​ 271,143 ​ 509,745 Total current liabilities ​ 28,205,378 ​ 24,938,509 Long-term debt, noncurrent ​ ​ 34,753 ​ ​ 70,320 Deferred tax liabilities ​ 183,536 ​ 210,893 Noncurrent operating leases ​ ​ 2,457,151 ​ ​ 2,630,812 Other liabilities ​ 153,000 ​ 153,000 Total liabilities ​ 31,033,818 ​ 28,003,534 Commitments and contingencies ​ ​ Equity ​ ​ Consolidated Water Co. Ltd. stockholders' equity ​ ​ Redeemable preferred stock, $ 0.60 par value. Authorized 200,000 shares; issued and outstanding 39,794 and 44,004 shares, respectively ​ 23,876 ​ 26,402 Class A common stock, $ 0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,931,336 and 15,846,345 shares, respectively ​ 9,558,802 ​ 9,507,807 Class B common stock, $ 0.60 par value. Authorized 145,000 shares; none issued ​ — ​ — Additional paid-in capital ​ 94,729,766 ​ 93,550,905 Retained earnings ​ 116,068,697 ​ 106,875,581 Total Consolidated Water Co. Ltd. stockholders' equity ​ 220,381,141 ​ 209,960,695 Non-controlling interests ​ 5,819,693 ​ 5,348,952 Total equity ​ 226,200,834 ​ 215,309,647 Total liabilities and equity ​ $ 257,234,652 ​ $ 243,313,181 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents ​ CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 Revenue ​ $ 35,118,706 ​ $ 33,390,557 ​ $ 102,425,170 ​ $ 105,559,105 Cost of revenue ​ 22,172,797 ​ 21,755,899 ​ 64,340,989 ​ 68,426,210 Gross profit ​ 12,945,909 ​ 11,634,658 ​ 38,084,181 ​ 37,132,895 General and administrative expenses ​ 7,218,722 ​ 6,955,969 ​ 22,522,919 ​ 20,126,292 Gain on asset dispositions, net ​ 34,095 ​ 201,582 ​ 94,547 ​ 198,452 Income from operations ​ 5,761,282 ​ 4,880,271 ​ 15,655,809 ​ 17,205,055 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ 637,532 ​ 626,801 ​ 2,011,114 ​ 1,341,797 Interest expense ​ ( 901 ) ​ ( 32,801 ) ​ ( 3,614 ) ​ ( 99,740 ) Equity in the earnings of affiliates ​ 80,314 ​ 73,620 ​ 163,067 ​ 199,983 Other ​ 94,282 ​ 56,420 ​ 149,733 ​ 118,610 Other income, net ​ 811,227 ​ 724,040 ​ 2,320,300 ​ 1,560,650 Income before income taxes ​ 6,572,509 ​ 5,604,311 ​ 17,976,109 ​ 18,765,705 Provision for income taxes ​ 827,009 ​ 490,209 ​ 1,832,933 ​ 2,175,838 Net income from continuing operations ​ 5,745,500 ​ 5,114,102 ​ 16,143,176 ​ 16,589,867 Income from continuing operations attributable to non-controlling interests ​ 175,936 ​ 156,784 ​ 470,741 ​ 448,724 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ 5,569,564 ​ 4,957,318 ​ 15,672,435 ​ 16,141,143 Net income (loss) from discontinued operations ​ ​ ( 37,220 ) ​ ​ ( 502,854 ) ​ ​ ( 252,857 ) ​ ​ 10,637,926 Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 5,532,344 ​ $ 4,454,464 ​ $ 15,419,578 ​ $ 26,779,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.35 ​ $ 0.31 ​ $ 0.98 ​ $ 1.02 Discontinued operations ​ ​ — ​ ​ ( 0.03 ) ​ ​ ( 0.01 ) ​ ​ 0.67 Basic earnings per share ​ $ 0.35 ​ $ 0.28 ​ $ 0.97 ​ $ 1.69 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.34 ​ $ 0.31 ​ $ 0.97 ​ $ 1.01 Discontinued operations ​ ​ — ​ ​ ( 0.03 ) ​ ​ ( 0.01 ) ​ ​ 0.67 Diluted earnings per share ​ $ 0.34 ​ $ 0.28 ​ $ 0.96 ​ $ 1.68 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per common and redeemable preferred shares ​ $ 0.14 ​ $ 0.11 ​ $ 0.39 ​ $ 0.30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares used in the determination of: ​ ​ ​ ​ Basic earnings per share ​ 15,924,851 ​ 15,833,715 ​ 15,919,167 ​ 15,830,599 Diluted earnings per share ​ 16,054,557 ​ 15,989,601 ​ 16,047,312 ​ 15,986,019 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Non- ​ Total ​ preferred stock Common stock paid-in Retained controlling stockholders’ ​ Shares Dollars Shares Dollars capital earnings interests equity Balance as of December 31, 2024 ​ 44,004 ​ $ 26,402 ​ 15,846,345 ​ $ 9,507,807 ​ $ 93,550,905 ​ $ 106,875,581 ​ $ 5,348,952 ​ $ 215,309,647 Issue of share capital — ​ — 66,764 ​ 40,058 ​ ( 40,058 ) ​ — ​ — ​ — Conversion of preferred stock ( 2,486 ) ​ ( 1,492 ) 2,486 ​ 1,492 ​ — ​ — ​ — ​ — Buyback of preferred stock ( 688 ) ​ ( 412 ) — ​ — ​ ( 9,727 ) ​ — ​ — ​ ( 10,139 ) Net income — ​ — — ​ — ​ — ​ 4,791,029 ​ 165,427 ​ 4,956,456 Exercise of options ​ — ​ ​ — ​ 1,090 ​ ​ 654 ​ ​ 12,793 ​ ​ — ​ ​ — ​ ​ 13,447 Dividends declared — ​ — — ​ — ​ — ​ ( 1,757,183 ) ​ — ​ ( 1,757,183 ) Stock-based compensation — ​ — — ​ — ​ 299,371 ​ — ​ — ​ 299,371 Balance as of March 31, 2025 40,830 ​ ​ 24,498 15,916,685 ​ ​ 9,550,011 ​ ​ 93,813,284 ​ ​ 109,909,427 ​ ​ 5,514,379 ​ ​ 218,811,599 Issue of share capital 8,534 ​ 5,120 — ​ — ​ ( 5,120 ) ​ — ​ — ​ — Buyback of preferred stock ​ ( 69 ) ​ ​ ( 41 ) ​ — ​ ​ — ​ ​ ( 1,530 ) ​ ​ — ​ ​ — ​ ​ ( 1,571 ) Net income — ​ — — ​ — ​ — ​ 5,096,205 ​ 129,378 ​ 5,225,583 Exercise of options ​ 549 ​ ​ 329 ​ — ​ ​ — ​ ​ 9,894 ​ ​ — ​ ​ — ​ ​ 10,223 Dividends declared — ​ — — ​ — ​ — ​ ( 2,234,434 ) ​ — ​ ( 2,234,434 ) Stock-based compensation — ​ — — ​ — ​ 396,040 ​ — ​ — ​ 396,040 Balance as of June 30, 2025 49,844 ​ ​ 29,906 15,916,685 ​ ​ 9,550,011 ​ ​ 94,212,568 ​ ​ 112,771,198 ​ ​ 5,643,757 ​ ​ 222,207,440 Issue of share capital — ​ — 2,000 ​ 1,200 ​ ( 1,200 ) ​ — ​ — ​ — Conversion of preferred stock ​ ( 10,801 ) ​ ​ ( 6,481 ) ​ 10,801 ​ ​ 6,481 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Buyback of preferred stock ​ ( 720 ) ​ ​ ( 432 ) ​ — ​ ​ — ​ ​ ( 12,591 ) ​ ​ — ​ ​ — ​ ​ ( 13,023 ) Net income — ​ — — ​ — ​ — ​ 5,532,344 ​ 175,936 ​ 5,708,280 Exercise of options ​ 1,471 ​ ​ 883 ​ 1,850 ​ ​ 1,110 ​ ​ 48,442 ​ ​ — ​ ​ — ​ ​ 50,435 Dividends declared — ​ — — ​ — ​ — ​ ( 2,234,845 ) ​ — ​ ( 2,234,845 ) Stock-based compensation — ​ — — ​ — ​ 482,547 ​ — ​ — ​ 482,547 Balance as of September 30, 2025 39,794 ​ $ 23,876 15,931,336 ​ $ 9,558,802 ​ $ 94,729,766 ​ $ 116,068,697 ​ $ 5,819,693 ​ $ 226,200,834 ​ 6 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Redeemable ​ ​ ​ ​ Additional ​ ​ Non- Total ​ ​ preferred stock ​ Common stock ​ paid-in ​ Retained ​ controlling ​ stockholders’ ​ Shares Dollars Shares Dollars capital earnings interests equity Balance as of December 31, 2023 ​ 44,297 ​ $ 26,578 ​ 15,771,545 ​ $ 9,462,927 ​ $ 92,188,887 ​ $ 85,148,820 ​ $ 5,003,462 ​ $ 191,830,674 Issue of share capital — ​ — 57,384 ​ 34,430 ​ ( 34,430 ) ​ — ​ — ​ — Buyback of preferred stock ( 272 ) ​ ( 163 ) — ​ — ​ ( 2,727 ) ​ — ​ — ​ ( 2,890 ) Net income — ​ — — ​ — ​ — ​ 6,474,348 ​ 169,068 ​ 6,643,416 Dividends declared — ​ — — ​ — ​ — ​ ( 1,510,082 ) ​ — ​ ( 1,510,082 ) Stock-based compensation — ​ — — ​ — ​ 279,875 ​ — ​ — ​ 279,875 Balance as of March 31, 2024 44,025 ​ ​ 26,415 15,828,929 ​ ​ 9,497,357 ​ ​ 92,431,605 ​ ​ 90,113,086 ​ ​ 5,172,530 ​ ​ 197,240,993 Issue of share capital 5,904 ​ 3,542 — ​ — ​ ( 3,542 ) ​ — ​ — ​ ​ — Conversion of preferred stock ​ ( 643 ) ​ ​ ( 386 ) ​ 643 ​ ​ 386 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Buyback of preferred stock ​ ( 229 ) ​ ​ ( 137 ) ​ — ​ ​ — ​ ​ ( 2,144 ) ​ ​ — ​ ​ — ​ ​ ( 2,281 ) Net income — ​ — — ​ — ​ — ​ 15,850,257 ​ 122,872 ​ ​ 15,973,129 Dividends declared — ​ — — ​ — ​ — ​ ( 1,507,710 ) ​ — ​ ​ ( 1,507,710 ) Stock-based compensation — ​ — — ​ — ​ 297,368 ​ — ​ — ​ ​ 297,368 Balance as of June 30, 2024 49,057 ​ ​ 29,434 15,829,572 ​ ​ 9,497,743 ​ ​ 92,723,287 ​ ​ 104,455,633 ​ ​ 5,295,402 ​ ​ 212,001,499 Conversion of preferred stock ​ ( 4,887 ) ​ ​ ( 2,932 ) ​ 4,887 ​ ​ 2,932 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Buyback of preferred stock ​ ( 563 ) ​ ​ ( 338 ) ​ — ​ ​ — ​ ​ ( 5,306 ) ​ ​ — ​ ​ — ​ ​ ( 5,644 ) Net income — ​ — — ​ — ​ — ​ 4,454,464 ​ 156,784 ​ ​ 4,611,248 Exercise of options ​ 1,043 ​ ​ 626 ​ — ​ ​ — ​ ​ 23,127 ​ ​ — ​ ​ — ​ ​ 23,753 Dividends declared — ​ — — ​ — ​ — ​ ( 1,745,942 ) ​ ( 232,100 ) ​ ​ ( 1,978,042 ) Stock-based compensation — ​ — — ​ — ​ 333,409 ​ — ​ — ​ ​ 333,409 Balance as of September 30, 2024 44,650 ​ $ 26,790 15,834,459 ​ $ 9,500,675 ​ $ 93,074,517 ​ $ 107,164,155 ​ $ 5,220,086 ​ $ 214,986,223 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 7 Table of Contents CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2025 2024 Cash flows from operating activities ​ ​ ​ ​ Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 15,419,578 ​ $ 26,779,069 Income from continuing operations attributable to non-controlling interests ​ ​ 470,741 ​ ​ 448,724 Net income ​ ​ 15,890,319 ​ ​ 27,227,793 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ Gain on sale of land and project documentation ​ ​ — ​ ​ ( 12,134,766 ) Foreign currency transaction adjustment - discontinued operations ​ ​ 248 ​ ​ 60,915 Loss from discontinued operations ​ 252,609 ​ 1,435,925 Depreciation and amortization ​ 5,163,826 ​ 5,020,410 Deferred income tax benefit ​ ( 27,357 ) ​ ( 303,527 ) Provision for credit losses ​ ​ 294,100 ​ ​ 390,108 Amortization of operating lease right-of-use assets ​ ​ 520,869 ​ ​ 466,251 Compensation expense relating to stock and stock option grants ​ 1,177,958 ​ 910,652 Gain on asset dispositions, net ​ ( 94,547 ) ​ ( 198,452 ) Equity in earnings of affiliates ​ ( 163,067 ) ​ ( 199,983 ) Distribution of earnings from OC-BVI ​ 545,400 ​ 227,250 ​ ​ ​ ​ ​ ​ ​ Change in: ​ ​ ​ ​ Accounts receivable ​ 10,290,048 ​ 637,162 Contract assets ​ ​ ( 2,261,618 ) ​ ​ 19,594,696 Inventory ​ 3,610,403 ​ 1,529,545 Prepaid expenses and other assets ​ ( 752,690 ) ​ ( 1,269,737 ) Accounts payable, accrued expenses and other current liabilities ​ ( 74,330 ) ​ ( 4,495,643 ) Accrued compensation ​ ​ 233,002 ​ ​ 587,486 Contract liabilities ​ ​ 2,555,352 ​ ​ ( 218,291 ) Operating lease liabilities ​ ​ ( 553,842 ) ​ ​ ( 470,156 ) Deferred revenue ​ ​ ( 216,204 ) ​ ​ ( 108,042 ) Net cash provided by operating activities - continuing operations ​ ​ 36,390,479 ​ ​ 38,689,596 Net cash used in operating activities - discontinued operations ​ ( 457,646 ) ​ ( 1,432,041 ) Net cash provided by operating activities ​ ​ 35,932,833 ​ ​ 37,257,555 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Additions to property, plant and equipment and construction in progress ​ ( 6,142,941 ) ​ ( 3,747,250 ) Proceeds from asset dispositions ​ 97,342 ​ 446,337 Proceeds from Mexico settlement agreement ​ — ​ 33,261,664 Net cash provided by (used in) investing activities ​ ​ ( 6,045,599 ) ​ ​ 29,960,751 ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Dividends paid to common shareholders ​ ( 5,718,080 ) ​ ( 4,519,412 ) Dividends paid to preferred shareholders ​ ( 16,316 ) ​ ( 13,051 ) Dividends paid to non-controlling interests ​ ​ — ​ ​ ( 232,100 ) Buyback of redeemable preferred stock ​ ( 24,733 ) ​ ( 10,815 ) Proceeds received from exercise of stock options ​ ​ 74,105 ​ ​ 23,753 Principal repayments on long-term debt ​ ​ ( 99,427 ) ​ ​ ( 140,387 ) Net cash used in financing activities ​ ( 5,784,451 ) ​ ( 4,892,012 ) Net increase in cash and cash equivalents ​ 24,102,783 ​ 62,326,294 Cash and cash equivalents at beginning of period ​ 99,350,121 ​ 42,621,898 Cash and cash equivalents at beginning of period - discontinued operations ​ ​ 127,859 ​ ​ 91,283 Less: cash and cash equivalents at end of period - discontinued operations ​ ​ ( 26,115 ) ​ ​ ( 169,848 ) Cash and cash equivalents at end of period ​ $ 123,554,648 ​ $ 104,869,627 ​ ​ ​ ​ ​ ​ ​ Non-cash transactions: ​ ​ ​ ​ ​ ​ Dividends declared but not paid ​ $ 2,235,958 ​ $ 1,746,702 Transfers from inventory to property, plant and equipment and construction in progress ​ $ 527,827 ​ $ 451,477 Transfers from construction in progress to property, plant and equipment ​ $ 5,179,690 ​ $ 875,580 Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 412,308 ​ $ 1,604,702 Transfers from prepaid expenses to property, plant and equipment ​ $ 509,333 ​ $ 67,136 Expenditures for property, plant and equipment and construction in progress not yet paid ​ $ 547,318 ​ $ — ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 8 Table of Contents CONSOLIDATED WATER CO. LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Principal activity Consolidated Water Co. Ltd. and its subsidiaries (collectively, the “Company”) supply potable water, treat wastewater and 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, constructs 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. ​ 2. Accounting policies Basis of consolidation: The accompanying condensed 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”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”), DesalCo Limited (“DesalCo”), Kalaeloa Desalco LLC (“Kalaeloa Desalco”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), PERC Water Corporation ("PERC") and Ramey Environmental Compliance, Inc. (“REC”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), and Aguas de Rosarito S.A.P.I. de C.V. (“AdR”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows as of and for the periods presented. The consolidated results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2025. These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed consolidated financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 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 pesos 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 $ 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. 9 Table of Contents 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 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 September 30, 2025 and December 31, 2024 were approximately $ 26.4 million and $ 7.7 million, respectively. Goodwill and intangible assets: Goodwill represents the excess cost of an acquired business over the fair value of the assets and liabilities of the acquired business as of the date of acquisition. Goodwill and intangible assets recorded as a result of a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or upon the identification of a triggering event. 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 for goodwill impairment testing purposes, which consist of Cayman Water, the bulk segment (which is comprised of CW-Bahamas and OC-Cayman), PERC, REC, and the manufacturing segment (i.e., Aerex), 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 these fair values to the carrying amounts of the reporting units. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded. ​ For the year ended December 31, 2024, the Company elected to assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment testing that was conducted in prior years for its reporting units. The Company assessed the relevant events and circumstances to evaluate whether it is more likely than not that the fair values of such reporting units were less than their carrying values. The events and circumstances assessed for each reporting unit included macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, and other relevant events. Based upon this qualitative assessment, the Company determined that it is more likely than not that the fair values of its reporting units exceeded their carrying values as of December 31, 2024. ​ 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. 10 Table of Contents The following table presents the Company’s revenue disaggregated by revenue source. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 Retail revenue ​ $ 7,770,344 ​ $ 7,585,992 ​ $ 25,819,712 ​ $ 24,392,814 Bulk revenue ​ 8,394,614 ​ 8,767,168 ​ 25,081,146 ​ 25,557,220 Services revenue ​ 14,289,315 ​ 12,677,837 ​ 35,815,785 ​ 42,017,917 Manufacturing revenue ​ 4,664,433 ​ 4,359,560 ​ 15,708,527 ​ 13,591,154 Total revenue ​ $ 35,118,706 ​ $ 33,390,557 ​ $ 102,425,170 ​ $ 105,559,105 ​ Services revenue consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 Construction revenue ​ $ 6,360,333 ​ $ 4,251,237 ​ $ 11,404,500 ​ $ 17,632,772 Operations and maintenance revenue ​ 7,715,000 ​ 7,492,121 ​ 23,695,704 ​ 21,660,396 Design and consulting revenue ​ 213,982 ​ 934,479 ​ 715,581 ​ 2,724,749 Total services revenue ​ $ 14,289,315 ​ $ 12,677,837 ​ $ 35,815,785 ​ $ 42,017,917 ​ 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. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 45 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. ​ The Company recognizes revenue from retail water sales at the end of the billing cycle based on the water supplied to the customers’ 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, recognizing this revenue from the transfer of goods or services to customers during the billing cycle. Bulk revenue The Company produces and supplies water to government-owned utilities 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 three 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. 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, recognizing this revenue from the transfer of goods or services to customers during the billing cycle. Services and Manufacturing revenue The Company designs, constructs, sells, operates and maintains, and provides consulting services related to water, wastewater and water reuse infrastructure through PERC. All of PERC's customers are companies or governmental entities 11 Table of Contents located in the United States. The Company provides operations and maintenance and consulting services to companies and governmental entities located in the state of Colorado through REC. 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, through Aerex, is a custom and specialty manufacturer of systems and products applicable to commercial, municipal and industrial water production and treatment. Substantially all of Aerex’s customers are U.S. companies. Kalaeloa Desalco has signed a contract with the Honolulu Board of Water Supply pursuant to which it is presently designing and expects to construct and operate a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii. The Company generates construction, operations and maintenance, design and consulting revenue from PERC and DesalCo, generates construction revenue from Kalaeloa Desalco, and generates manufacturing revenue from Aerex. The Company also generates operations and maintenance and consulting revenue from REC. 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. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to the 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 costs to be incurred and profit to be earned on each long-term, fixed price contract prior to the 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 comprised of estimated total contract costs. Due to the extended time it may take to complete many of the Company’s contracts and the scope and nature of the work required to be performed on those contracts, the estimations of total revenue and costs at completion are complicated and subject to many variables and, accordingly, are subject to changes. When adjustments in estimated total contract revenue or estimated total contract costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. 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 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. ​ 12 Table of Contents 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 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 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, ​ December 31, ​ ​ 2025 ​ 2024 Revenue recognized to date on contracts in progress $ 123,685,220 ​ $ 114,590,991 Amounts billed to date on contracts in progress ​ ( 131,049,672 ) ​ ( 121,833,354 ) Retainage ​ ​ 2,414,307 ​ ​ 2,585,952 Net contract liability ​ $ ( 4,950,145 ) ​ $ ( 4,656,411 ) ​ The above net balances are reflected in the accompanying condensed consolidated balance sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2025 ​ 2024 Contract assets $ 6,731,861 $ 4,470,243 Contract liabilities ​ ( 11,682,006 ) ​ ( 9,126,654 ) Net contract liability ​ $ ( 4,950,145 ) ​ $ ( 4,656,411 ) ​ 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 $ 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 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: 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. ​ 3. Segment information The Company has five reportable segments: retail, bulk, services, manufacturing and corporate. The retail segment operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman 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. The corporate segment consists of various expenses of a general and 13 Table of Contents 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. Frederick W. McTaggart, Chief Executive Officer and President, is the Company’s chief operating decision maker (“CODM”). ​ For the retail, bulk, services, and manufacturing segments, the CODM uses revenue, gross profit, and income before income taxes to assess segment performance and in deciding the allocation of resources to each segment. The CODM considers actual versus budget and current period versus prior period variances on a monthly, quarterly, and annual basis for each of these financial measures. The CODM also considers variances from the budget and the prior period for major corporate expenses (such as employee costs, insurance and professional fees) when making decisions regarding capital and resource allocation. ​ The accounting policies of the segments are consistent with those described in Note 2. All intercompany transactions are eliminated for segment presentation purposes. Intersegment revenue transactions are insignificant to the Company and are eliminated. Segment information previously disclosed in 2024 did not separately disclose those expenses currently reported in the corporate segment, as such expenses were previously included in the retail segment. The 2024 segment information provided herein has been recast to conform to the current period presentation. ​ 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 following sets forth the Company’s income statements by segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2025 ​ Retail Bulk Services Manufacturing Corporate Total Revenue ​ $ 7,770,344 ​ $ 8,394,614 ​ $ 14,289,315 ​ $ 4,664,433 ​ $ — $ 35,118,706 Cost of revenue ​ 3,447,262 ​ 5,484,613 ​ 10,444,894 ​ 2,796,028 ​ — ​ 22,172,797 Gross profit ​ 4,323,082 ​ 2,910,001 ​ 3,844,421 ​ 1,868,405 ​ — ​ 12,945,909 General and administrative expenses ​ 952,102 ​ 267,292 ​ 1,955,186 ​ 459,038 ​ 3,585,104 ​ 7,218,722 Gain on asset dispositions, net ​ 6,600 ​ — ​ 22,495 ​ 5,000 ​ — ​ 34,095 Income (loss) from operations ​ ​ 3,377,580 ​ ​ 2,642,709 ​ ​ 1,911,730 ​ ​ 1,414,367 ​ ​ ( 3,585,104 ) ​ 5,761,282 Interest income ​ 45,787 ​ 190,772 ​ 175,407 ​ 1 ​ ​ 225,565 ​ ​ 637,532 Interest expense ​ ​ — ​ ​ — ​ ​ ( 901 ) ​ ​ — ​ ​ — ​ ​ ( 901 ) Income (loss) from affiliates ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 935 ) ​ ​ 81,249 ​ ​ 80,314 Other ​ ​ 19,797 ​ ​ 3,651 ​ ​ 70,998 ​ ​ 90 ​ ​ ( 254 ) ​ ​ 94,282 Other income (loss), net ​ ​ 65,584 ​ ​ 194,423 ​ ​ 245,504 ​ ​ ( 844 ) ​ ​ 306,560 ​ ​ 811,227 Income (loss) before income taxes ​ 3,443,164 ​ 2,837,132 ​ 2,157,234 ​ 1,413,523 ​ ​ ( 3,278,544 ) ​ 6,572,509 Provision for income taxes ​ — ​ — ​ 492,401 ​ 334,608 ​ ​ — ​ 827,009 Net income (loss) from continuing operations ​ 3,443,164 ​ 2,837,132 ​ 1,664,833 ​ 1,078,915 ​ ​ ( 3,278,544 ) ​ 5,745,500 Income from continuing operations attributable to non-controlling interests ​ — ​ 175,936 ​ — ​ — ​ ​ — ​ 175,936 Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 3,443,164 ​ $ 2,661,196 ​ $ 1,664,833 ​ $ 1,078,915 ​ $ ( 3,278,544 ) ​ 5,569,564 Net loss from discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ( 37,220 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ ​ ​ ​ $ 5,532,344 ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Revenue ​ $ 7,585,992 ​ $ 8,767,168 ​ $ 12,677,837 ​ $ 4,359,560 ​ $ — ​ $ 33,390,557 Cost of revenue ​ 3,606,944 ​ 5,969,292 ​ 9,409,325 ​ 2,770,338 ​ — ​ 21,755,899 Gross profit ​ 3,979,048 ​ 2,797,876 ​ 3,268,512 ​ 1,589,222 ​ — ​ 11,634,658 General and administrative expenses ​ 787,403 ​ 381,230 ​ 1,469,845 ​ 745,418 ​ 3,572,073 ​ 6,955,969 Gain on asset dispositions, net ​ 8,796 ​ — ​ — ​ — ​ 192,786 ​ 201,582 Income (loss) from operations ​ ​ 3,200,441 ​ ​ 2,416,646 ​ ​ 1,798,667 ​ ​ 843,804 ​ ​ ( 3,379,287 ) ​ 4,880,271 Interest income ​ 48,945 ​ 204,807 ​ 139,822 ​ 1 ​ ​ 233,226 ​ ​ 626,801 Interest expense ​ ​ ( 31,123 ) ​ ​ — ​ ​ ( 1,634 ) ​ ​ — ​ ​ ( 44 ) ​ ​ ( 32,801 ) Income from affiliate ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 73,620 ​ ​ 73,620 Other ​ ​ 20,046 ​ ​ 36,379 ​ ​ 89 ​ ​ 90 ​ ​ ( 184 ) ​ ​ 56,420 Other income, net ​ ​ 37,868 ​ ​ 241,186 ​ ​ 138,277 ​ ​ 91 ​ ​ 306,618 ​ ​ 724,040 Income (loss) before income taxes ​ 3,238,309 ​ 2,657,832 ​ 1,936,944 ​ 843,895 ​ ​ ( 3,072,669 ) ​ 5,604,311 Provision for income taxes ​ — ​ — ​ 255,534 ​ 234,675 ​ ​ — ​ 490,209 Net income (loss) from continuing operations ​ 3,238,309 ​ 2,657,832 ​ 1,681,410 ​ 609,220 ​ ​ ( 3,072,669 ) ​ 5,114,102 Income from continuing operations attributable to non-controlling interests ​ — ​ 156,784 ​ — ​ — ​ ​ — ​ 156,784 Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 3,238,309 ​ $ 2,501,048 ​ $ 1,681,410 ​ $ 609,220 ​ $ ( 3,072,669 ) ​ 4,957,318 Net loss from discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ( 502,854 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ ​ ​ ​ $ 4,454,464 ​ The Company’s cost of revenue consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2025 ​ ​ Retail ​ Bulk ​ Services ​ Manufacturing ​ Corporate ​ Total Subcontractor and other project costs $ — $ — $ 5,973,677 $ 1,958,385 $ — $ 7,932,062 Employee costs ​ ​ 752,990 ​ ​ 510,286 ​ ​ 4,103,148 ​ ​ 656,068 ​ ​ — ​ ​ 6,022,492 Electricity ​ ​ 1,068,659 ​ ​ 1,021,140 ​ ​ 33,870 ​ ​ 10,749 ​ ​ — ​ ​ 2,134,418 Fuel oil ​ ​ — ​ ​ 1,921,144 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,921,144 Depreciation ​ ​ 626,525 ​ ​ 709,512 ​ ​ 120,627 ​ ​ 45,805 ​ ​ — ​ ​ 1,502,469 Maintenance ​ ​ 144,331 ​ ​ 407,705 ​ ​ 80,289 ​ ​ 100,329 ​ ​ — ​ ​ 732,654 Insurance ​ ​ 188,443 ​ ​ 311,651 ​ ​ 40,604 ​ ​ — ​ ​ — ​ ​ 540,698 Retail license royalties ​ ​ 488,962 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 488,962 Other ​ ​ 177,352 ​ ​ 603,175 ​ ​ 92,679 ​ ​ 24,692 ​ ​ — ​ ​ 897,898 ​ ​ $ 3,447,262 ​ $ 5,484,613 ​ $ 10,444,894 ​ $ 2,796,028 ​ $ — ​ $ 22,172,797 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Subcontractor and other project costs ​ $ — ​ $ — ​ $ 4,875,016 ​ $ 2,103,943 ​ $ — ​ $ 6,978,959 Employee costs ​ ​ 744,844 ​ ​ 495,717 ​ ​ 4,232,268 ​ ​ 509,387 ​ ​ — ​ ​ 5,982,216 Electricity ​ ​ 1,191,856 ​ ​ 1,051,352 ​ ​ 30,552 ​ ​ 6,656 ​ ​ — ​ ​ 2,280,416 Fuel oil ​ ​ — ​ ​ 2,125,905 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,125,905 Depreciation ​ ​ 611,573 ​ ​ 675,404 ​ ​ 90,015 ​ ​ 39,869 ​ ​ — ​ ​ 1,416,861 Maintenance ​ ​ 287,891 ​ ​ 463,373 ​ ​ 105,387 ​ ​ 87,734 ​ ​ — ​ ​ 944,385 Insurance ​ ​ 173,551 ​ ​ 453,106 ​ ​ 11,238 ​ ​ — ​ ​ — ​ ​ 637,895 Retail license royalties ​ ​ 461,770 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 461,770 Other ​ ​ 135,459 ​ ​ 704,435 ​ ​ 64,849 ​ ​ 22,749 ​ ​ — ​ ​ 927,492 ​ ​ $ 3,606,944 ​ $ 5,969,292 ​ $ 9,409,325 ​ $ 2,770,338 ​ $ — ​ $ 21,755,899 ​ Other cost of revenue segment expenses above primarily include chemicals and other supplies, government fees and licenses, and freight costs. ​ 15 Table of Contents The Company’s general and administrative expenses consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2025 ​ ​ Retail ​ Bulk ​ Services ​ Manufacturing ​ Corporate ​ Total Employee costs $ 417,321 $ 90,065 $ 1,171,174 $ 311,471 $ 1,840,811 $ 3,830,842 Professional fees ​ ​ 20,491 ​ ​ 44,018 ​ ​ 175,517 ​ ​ 17,940 ​ ​ 746,094 ​ ​ 1,004,060 Insurance ​ ​ 104,394 ​ ​ 97,796 ​ ​ 53,031 ​ ​ 43,304 ​ ​ 216,036 ​ ​ 514,561 Depreciation and amortization ​ ​ 10,460 ​ ​ 4,761 ​ ​ 157,607 ​ ​ 27,048 ​ ​ 16,604 ​ ​ 216,480 Other ​ ​ 399,436 ​ ​ 30,652 ​ ​ 397,857 ​ ​ 59,275 ​ ​ 765,559 ​ ​ 1,652,779 ​ ​ $ 952,102 ​ $ 267,292 ​ $ 1,955,186 ​ $ 459,038 ​ $ 3,585,104 ​ $ 7,218,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Employee costs ​ $ 364,182 ​ $ 87,966 ​ $ 852,656 ​ $ 347,001 ​ $ 1,986,384 ​ $ 3,638,189 Professional fees ​ ​ 29,880 ​ ​ 38,109 ​ ​ 141,749 ​ ​ 63,887 ​ ​ 625,193 ​ ​ 898,818 Insurance ​ ​ 124,299 ​ ​ 97,179 ​ ​ 63,652 ​ ​ 52,459 ​ ​ 221,009 ​ ​ 558,598 Depreciation and amortization ​ ​ 9,595 ​ ​ 6,260 ​ ​ 157,315 ​ ​ 25,906 ​ ​ 17,297 ​ ​ 216,373 Other ​ ​ 259,447 ​ ​ 151,716 ​ ​ 254,473 ​ ​ 256,165 ​ ​ 722,190 ​ ​ 1,643,991 ​ ​ $ 787,403 ​ $ 381,230 ​ $ 1,469,845 ​ $ 745,418 ​ $ 3,572,073 ​ $ 6,955,969 ​ 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 ​ Retail Bulk Services Manufacturing Corporate Total Revenue ​ $ 25,819,712 ​ $ 25,081,146 ​ $ 35,815,785 ​ $ 15,708,527 ​ $ — $ 102,425,170 Cost of revenue ​ 10,929,083 ​ 16,807,609 ​ 26,563,654 ​ 10,040,643 ​ — ​ 64,340,989 Gross profit ​ 14,890,629 ​ 8,273,537 ​ 9,252,131 ​ 5,667,884 ​ — ​ 38,084,181 General and administrative expenses ​ 2,726,531 ​ 1,008,123 ​ 6,143,566 ​ 1,653,668 ​ 10,991,031 ​ 22,522,919 Gain on asset dispositions, net ​ 37,416 ​ — ​ 52,131 ​ 5,000 ​ — ​ 94,547 Income (loss) from operations ​ ​ 12,201,514 ​ ​ 7,265,414 ​ ​ 3,160,696 ​ ​ 4,019,216 ​ ​ ( 10,991,031 ) ​ 15,655,809 Interest income ​ 123,702 ​ 622,345 ​ 580,061 ​ 3 ​ ​ 685,003 ​ ​ 2,011,114 Interest expense ​ ​ — ​ ​ — ​ ​ ( 3,614 ) ​ ​ — ​ ​ — ​ ​ ( 3,614 ) Income (loss) from affiliates ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 35,198 ) ​ ​ 198,265 ​ ​ 163,067 Other ​ ​ 55,500 ​ ​ 25,526 ​ ​ 69,038 ​ ​ 254 ​ ​ ( 585 ) ​ ​ 149,733 Other income (loss), net ​ ​ 179,202 ​ ​ 647,871 ​ ​ 645,485 ​ ​ ( 34,941 ) ​ ​ 882,683 ​ ​ 2,320,300 Income (loss) before income taxes ​ 12,380,716 ​ 7,913,285 ​ 3,806,181 ​ 3,984,275 ​ ​ ( 10,108,348 ) ​ 17,976,109 Provision for income taxes ​ — ​ — ​ 870,688 ​ 962,245 ​ ​ — ​ 1,832,933 Net income (loss) from continuing operations ​ 12,380,716 ​ 7,913,285 ​ 2,935,493 ​ 3,022,030 ​ ​ ( 10,108,348 ) ​ 16,143,176 Income from continuing operations attributable to non-controlling interests ​ — ​ 470,741 ​ — ​ — ​ ​ — ​ 470,741 Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 12,380,716 ​ $ 7,442,544 ​ $ 2,935,493 ​ $ 3,022,030 ​ $ ( 10,108,348 ) ​ 15,672,435 Net loss from discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ( 252,857 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ ​ ​ ​ $ 15,419,578 ​ ​ 16 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing ​ Corporate Total Revenue ​ $ 24,392,814 ​ $ 25,557,220 ​ $ 42,017,917 ​ $ 13,591,154 $ — ​ $ 105,559,105 Cost of revenue ​ 10,828,421 ​ 17,632,010 ​ 30,536,801 ​ 9,428,978 ​ — ​ 68,426,210 Gross profit ​ 13,564,393 ​ 7,925,210 ​ 11,481,116 ​ 4,162,176 ​ — ​ 37,132,895 General and administrative expenses ​ 2,335,807 ​ 1,088,639 ​ 4,264,323 ​ 1,930,706 ​ 10,506,817 ​ 20,126,292 Gain on asset dispositions, net ​ 2,666 ​ — ​ 3,000 ​ — ​ 192,786 ​ 198,452 Income (loss) from operations ​ ​ 11,231,252 ​ ​ 6,836,571 ​ ​ 7,219,793 ​ ​ 2,231,470 ​ ​ ( 10,314,031 ) ​ 17,205,055 Interest income ​ 156,362 ​ 622,520 ​ 329,649 ​ 3 ​ ​ 233,263 ​ ​ 1,341,797 Interest expense ​ ​ ( 93,369 ) ​ ​ — ​ ​ ( 6,327 ) ​ ​ — ​ ​ ( 44 ) ​ ​ ( 99,740 ) Income from affiliate ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 199,983 ​ ​ 199,983 Other ​ ​ 56,324 ​ ​ 48,807 ​ ​ 700 ​ ​ 11,866 ​ ​ 913 ​ ​ 118,610 Other income, net ​ ​ 119,317 ​ ​ 671,327 ​ ​ 324,022 ​ ​ 11,869 ​ ​ 434,115 ​ ​ 1,560,650 Income (loss) before income taxes ​ 11,350,569 ​ 7,507,898 ​ 7,543,815 ​ 2,243,339 ​ ​ ( 9,879,916 ) ​ 18,765,705 Provision for income taxes ​ — ​ — ​ 1,627,258 ​ 548,580 ​ ​ — ​ 2,175,838 Net income (loss) from continuing operations ​ 11,350,569 ​ 7,507,898 ​ 5,916,557 ​ 1,694,759 ​ ​ ( 9,879,916 ) ​ 16,589,867 Income from continuing operations attributable to non-controlling interests ​ — ​ 448,724 ​ — ​ — ​ ​ — ​ 448,724 Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 11,350,569 ​ $ 7,059,174 ​ $ 5,916,557 ​ $ 1,694,759 ​ $ ( 9,879,916 ) ​ 16,141,143 Net income from discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ 10,637,926 Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ ​ ​ ​ $ 26,779,069 ​ The Company’s cost of revenue consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2025 ​ ​ Retail ​ Bulk ​ Services ​ Manufacturing ​ Corporate ​ Total Subcontractor and other project costs $ — $ — $ 13,064,351 $ 7,678,086 $ — $ 20,742,437 Employee costs ​ ​ 2,272,261 ​ ​ 1,571,674 ​ ​ 12,533,716 ​ ​ 1,854,210 ​ ​ — ​ ​ 18,231,861 Electricity ​ ​ 3,398,245 ​ ​ 3,128,782 ​ ​ 102,226 ​ ​ 33,113 ​ ​ — ​ ​ 6,662,366 Fuel oil ​ ​ — ​ ​ 5,583,464 ​ ​ — ​ ​ — ​ ​ — ​ ​ 5,583,464 Depreciation ​ ​ 1,861,706 ​ ​ 2,091,347 ​ ​ 304,320 ​ ​ 121,122 ​ ​ — ​ ​ 4,378,495 Maintenance ​ ​ 685,176 ​ ​ 1,446,647 ​ ​ 286,483 ​ ​ 267,687 ​ ​ — ​ ​ 2,685,993 Insurance ​ ​ 534,633 ​ ​ 1,168,427 ​ ​ 88,166 ​ ​ — ​ ​ — ​ ​ 1,791,226 Retail license royalties ​ ​ 1,640,448 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,640,448 Other ​ ​ 536,614 ​ ​ 1,817,268 ​ ​ 184,392 ​ ​ 86,425 ​ ​ — ​ ​ 2,624,699 ​ ​ $ 10,929,083 ​ $ 16,807,609 ​ $ 26,563,654 ​ $ 10,040,643 ​ $ — ​ $ 64,340,989 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Subcontractor and other project costs ​ $ — ​ $ — ​ $ 16,889,209 ​ $ 7,412,469 ​ $ — ​ $ 24,301,678 Employee costs ​ ​ 2,199,019 ​ ​ 1,538,671 ​ ​ 12,716,853 ​ ​ 1,533,683 ​ ​ — ​ ​ 17,988,226 Electricity ​ ​ 3,652,656 ​ ​ 2,890,194 ​ ​ 175,353 ​ ​ 22,819 ​ ​ — ​ ​ 6,741,022 Fuel oil ​ ​ — ​ ​ 6,446,878 ​ ​ — ​ ​ — ​ ​ — ​ ​ 6,446,878 Depreciation ​ ​ 1,828,300 ​ ​ 2,005,305 ​ ​ 275,793 ​ ​ 119,562 ​ ​ — ​ ​ 4,228,960 Maintenance ​ ​ 672,865 ​ ​ 1,528,524 ​ ​ 316,481 ​ ​ 256,076 ​ ​ — ​ ​ 2,773,946 Insurance ​ ​ 514,191 ​ ​ 1,271,807 ​ ​ 25,022 ​ ​ — ​ ​ — ​ ​ 1,811,020 Retail license royalties ​ ​ 1,498,859 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,498,859 Other ​ ​ 462,531 ​ ​ 1,950,631 ​ ​ 138,090 ​ ​ 84,369 ​ ​ — ​ ​ 2,635,621 ​ ​ $ 10,828,421 ​ $ 17,632,010 ​ $ 30,536,801 ​ $ 9,428,978 ​ $ — ​ $ 68,426,210 ​ Other cost of revenue segment expenses above primarily include chemicals and other supplies, government fees and licenses, and freight costs. ​ 17 Table of Contents The Company’s general and administrative expenses consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2025 ​ ​ Retail ​ Bulk ​ Services ​ Manufacturing ​ Corporate ​ Total Employee costs $ 1,188,916 $ 268,946 $ 3,463,647 $ 950,038 $ 6,103,836 $ 11,975,383 Professional fees ​ ​ 47,940 ​ ​ 84,870 ​ ​ 691,610 ​ ​ 109,654 ​ ​ 1,991,918 ​ ​ 2,925,992 Insurance ​ ​ 313,242 ​ ​ 291,623 ​ ​ 124,356 ​ ​ 202,864 ​ ​ 652,036 ​ ​ 1,584,121 Depreciation and amortization ​ ​ 31,308 ​ ​ 15,179 ​ ​ 474,402 ​ ​ 79,286 ​ ​ 50,642 ​ ​ 650,817 Other ​ ​ 1,145,125 ​ ​ 347,505 ​ ​ 1,389,551 ​ ​ 311,826 ​ ​ 2,192,599 ​ ​ 5,386,606 ​ ​ $ 2,726,531 ​ $ 1,008,123 ​ $ 6,143,566 ​ $ 1,653,668 ​ $ 10,991,031 ​ $ 22,522,919 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Employee costs ​ $ 1,100,764 ​ $ 263,038 ​ $ 2,426,917 ​ $ 959,747 ​ $ 6,009,959 ​ $ 10,760,425 Professional fees ​ ​ 75,362 ​ ​ 79,408 ​ ​ 390,744 ​ ​ 99,249 ​ ​ 1,638,772 ​ ​ 2,283,535 Insurance ​ ​ 310,836 ​ ​ 282,481 ​ ​ 179,354 ​ ​ 166,878 ​ ​ 639,326 ​ ​ 1,578,875 Depreciation and amortization ​ ​ 27,437 ​ ​ 19,737 ​ ​ 474,837 ​ ​ 77,768 ​ ​ 57,156 ​ ​ 656,935 Other ​ ​ 821,408 ​ ​ 443,975 ​ ​ 792,471 ​ ​ 627,064 ​ ​ 2,161,604 ​ ​ 4,846,522 ​ ​ $ 2,335,807 ​ $ 1,088,639 ​ $ 4,264,323 ​ $ 1,930,706 ​ $ 10,506,817 ​ $ 20,126,292 ​ 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. ​ The Company’s segment assets are presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2025 ​ Retail Bulk Services Manufacturing Corporate Total Cash and cash equivalents ​ $ 13,811,367 ​ $ 34,434,833 ​ $ 42,225,132 ​ $ 6,327,391 ​ $ 26,755,925 ​ $ 123,554,648 Accounts receivable, net ​ $ 2,803,608 ​ $ 17,011,930 ​ $ 7,154,835 ​ $ 2,015,722 ​ $ 10,739 ​ $ 28,996,834 Inventory, current and non-current ​ $ 3,509,239 ​ $ 5,104,409 ​ $ — ​ $ 1,547,433 ​ $ — ​ $ 10,161,081 Contract assets ​ $ — ​ $ — ​ $ 2,458,141 ​ $ 4,273,720 ​ $ — ​ $ 6,731,861 Property, plant and equipment, net ​ $ 32,242,134 ​ $ 16,992,299 ​ $ 1,739,687 ​ $ 4,375,782 ​ $ 203,154 ​ $ 55,553,056 Construction in progress ​ $ 937,927 ​ $ 4,268,056 ​ $ — ​ $ 4,551 ​ $ — ​ $ 5,210,534 Intangibles, net ​ $ — ​ $ — ​ $ 1,706,757 ​ $ 497,779 ​ $ — ​ $ 2,204,536 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 7,756,807 ​ $ 1,985,211 ​ $ — ​ $ 12,861,404 Total segment assets ​ $ 56,837,257 ​ $ 81,343,368 ​ $ 66,447,339 ​ $ 21,528,556 ​ $ 30,941,204 ​ $ 257,097,724 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 136,928 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 257,234,652 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ Retail Bulk Services Manufacturing Corporate Total Cash and cash equivalents ​ $ 19,167,484 ​ $ 13,339,206 ​ $ 34,181,902 ​ $ 4,768,376 ​ $ 27,893,153 ​ $ 99,350,121 Accounts receivable, net ​ $ 3,223,190 ​ $ 28,807,257 ​ $ 6,593,276 ​ $ 946,846 ​ $ 10,413 ​ $ 39,580,982 Inventory, current and non-current ​ $ 3,437,771 ​ $ 4,865,117 ​ $ 167,856 ​ $ 5,828,567 ​ $ — ​ $ 14,299,311 Contract assets ​ $ — ​ $ — ​ $ 1,204,522 ​ $ 3,265,721 ​ $ — ​ $ 4,470,243 Property, plant and equipment, net ​ $ 31,689,586 ​ $ 18,093,155 ​ $ 858,352 ​ $ 1,601,501 ​ $ 189,688 ​ $ 52,432,282 Construction in progress ​ $ 1,951,559 ​ $ 2,480,999 ​ $ — ​ $ 711,159 ​ $ — ​ $ 5,143,717 Intangibles, net ​ $ — ​ $ — ​ $ 2,129,037 ​ $ 567,778 ​ $ — ​ $ 2,696,815 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 7,756,807 ​ $ 1,985,211 ​ $ — ​ $ 12,861,404 Total segment assets ​ $ 62,994,011 ​ $ 71,743,161 ​ $ 56,792,772 ​ $ 20,095,648 ​ $ 31,415,104 ​ $ 243,040,696 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 272,485 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 243,313,181 ​ ​ 4. Earnings per share ​ Earnings per share (“EPS”) is 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. 18 Table of Contents ​ The following summarizes information related to the computation of basic and diluted EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2025 2024 2025 2024 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 5,569,564 ​ $ 4,957,318 ​ $ 15,672,435 ​ $ 16,141,143 Less: preferred stock dividends ​ ( 5,571 ) ​ ( 4,912 ) ​ ( 17,041 ) ​ ( 13,754 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share ​ 5,563,993 ​ 4,952,406 ​ 15,655,394 ​ 16,127,389 Income (loss) from discontinued operations ​ ( 37,220 ) ​ ( 502,854 ) ​ ( 252,857 ) ​ 10,637,926 Net income available to common shares in the determination of basic earnings per common share ​ $ 5,526,773 ​ $ 4,449,552 ​ $ 15,402,537 ​ $ 26,765,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,924,851 ​ 15,833,715 ​ 15,919,167 ​ 15,830,599 Plus: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of preferred shares outstanding during the period ​ 43,687 ​ 45,118 ​ 42,644 ​ 44,494 Potential dilutive effect of unexercised options and unvested stock grants ​ 86,019 ​ 110,768 ​ 85,501 ​ 110,926 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 16,054,557 ​ 15,989,601 ​ 16,047,312 ​ 15,986,019 ​ ​ 5. Discontinued operations - Mexico project development ​ In 2010, the Company began the pursuit, through its Netherlands subsidiary, CW-Cooperatief, and its Mexico subsidiary, NSC, of a project (the “Project”) that encompassed the construction, operation and minority ownership of a 100 million gallons per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. ​ Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $ 21.1 million on which the proposed Project’s plant was to be constructed. ​ In November 2015, the State of Baja California (the “State”) officially commenced a public tender for the Project, and in June 2016 a consortium comprised of NSC and two other parties was selected by the State as the winner of the tender process for the Project. NSC subsequently formed AdR to pursue the completion of the Project. ​ On August 22, 2016, the Public Private Partnership Agreement for the Project (the “APP Contract”) was executed between AdR, the State Water Commission of Baja, California (“CEA”), and 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. ​ 19 Table of Contents 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. 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. ​ CW-Cooperatief, as a Netherlands company, had certain rights relating to its investments in NSC and AdR under the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the United Mexican States entered into force as of October 1, 1999 (the “Treaty”). In April 2021, CW-Cooperatief submitted a letter to the President of Mexico and other Mexican federal government officials alleging that the State’s termination of the APP Contract constituted a breach by Mexico of its international obligations under the Treaty, entitling CW-Cooperatief to full reparation, including monetary damages. This letter invited Mexico to seek a resolution of this investment dispute through consultation and negotiation but stated that if the dispute cannot be resolved in this manner, CW-Cooperatief would refer the dispute to the International Centre for the Settlement of International Disputes for arbitration, as provided for in the Treaty. ​ In February 2022, CW-Cooperatief, filed a Request for Arbitration with the International Centre for Settlement of International Disputes (“ICSID”) requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$ 51 million plus MXN$ 137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest. ​ In May 2024, the Company, through CW-Cooperatief, NSC, and AdR, entered into a settlement agreement (the “Settlement Agreement”) with the State and Banco Nacional de Obras y Servicios Públicos, S.N.C., as trustee under the trust agreement for the trust named Fondo Nacional de Infraestructura (the “Trust”). Under the Settlement Agreement, CW-Cooperatief requested that ICSID discontinue the arbitration and on May 31, 2024, ICSID issued an order discontinuing the arbitration. Pursuant to the Settlement Agreement, the Trust purchased the 20.1 hectares of land on which the Project’s plant was to be constructed, including related rights of way (the “Land”), on an “as-is” basis, from NSC for MXN$ 596,144,000 . The sale of the Land to the Trust was closed on June 14, 2024 at which time the MXN$ 596,144,000 was paid to the Company and converted at the prevailing exchange rate on that date into US$ 31,959,685 . ​ In connection with the Settlement Agreement on June 14, 2024, the State also paid NSC MXN$ 20,000,000 to purchase certain documentation owned by NSC relating to the Project. ​ As a result of the Settlement Agreement: (i) the parties have been released from all obligations owed to each other in connection with the APP Contract and the arbitration; and (ii) no party to the Settlement Agreement may institute any legal proceedings against another party thereto with respect to the matters which have been addressed by the Settlement Agreement. ​ Summarized financial information for the discontinued Mexico project development operation is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2025 ​ 2024 Cash $ 26,115 $ 127,859 Prepaid expenses and other current assets ​ ​ 110,813 ​ ​ 144,626 Total assets of discontinued operations ​ $ 136,928 ​ $ 272,485 ​ ​ ​ Total liabilities of discontinued operations ​ $ 271,143 ​ $ 509,745 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2025 2024 2025 2024 Loss from discontinued operations ​ $ ( 37,220 ) ​ $ ( 502,854 ) ​ $ ( 252,857 ) ​ $ ( 1,496,840 ) Gain on sale of land and project documentation ​ $ — ​ $ — ​ $ — ​ $ 12,134,766 ​ 20 Table of Contents ​ 6. Leases The Company’s leases consist principally of leases for office and warehouse space. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of the lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of the lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the Company’s current leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at the lease commencement. These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain renewal or purchase obligations, of twelve months or less in its condensed 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. 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 condensed consolidated balance sheet date. Lease assets and liabilities The following table presents the lease-related assets and liabilities and their respective classification on the condensed consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2025 ​ 2024 ASSETS ​ ​ ​ Noncurrent ​ ​ ​ ​ Total operating lease right-of-use assets ​ $ 3,095,156 ​ $ 3,232,786 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ Current ​ ​ ​ Current maturities of operating leases ​ $ 667,074 ​ $ 634,947 Noncurrent ​ ​ ​ ​ Noncurrent operating leases ​ ​ 2,457,151 ​ ​ 2,630,812 Total lease liabilities ​ $ 3,124,225 ​ $ 3,265,759 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ Operating leases ​ 4.4 years ​ 5.0 years ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ Operating leases ​ 6.55 % ​ 6.56 % ​ The components of lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ ​ 2025 ​ 2024 ​ 2025 ​ 2024 Operating lease costs ​ $ 210,025 ​ $ 213,090 ​ $ 637,158 ​ $ 633,692 Short-term lease costs ​ 100,338 ​ ​ 153,227 ​ 299,666 ​ 270,351 Lease costs - discontinued operations ​ ​ 1,160 ​ ​ 5,222 ​ ​ 5,778 ​ ​ 29,364 Total lease costs ​ $ 311,523 ​ $ 371,539 ​ $ 942,602 ​ $ 933,407 ​ 21 Table of Contents Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2025 ​ 2024 Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ Operating cash outflows for operating leases ​ $ 674,349 ​ $ 699,497 ​ 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, Total 2025 ​ $ 218,039 2026 ​ 839,279 2027 ​ 813,513 2028 ​ 833,216 2029 ​ ​ 541,352 Thereafter ​ 427,399 Total future lease payments ​ 3,672,798 Less: imputed interest ​ ( 548,573 ) Total lease obligations ​ 3,124,225 Less: current obligations ​ ( 667,074 ) Noncurrent lease obligations ​ $ 2,457,151 ​ ​ 7. Fair value 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. 8 . Commitments and contingencies Cayman Water ​ The Company sells water through its Cayman Water 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. 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. 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. The most recent express extension of the 1990 license expired on January 31, 2018. From that date until February 18, 2025, the Company continued to operate under the terms of the 1990 license, treating such terms as operative notwithstanding the expiration of the express extension. The Company continues to pay the royalty of 7.5 % of the revenue that Cayman Water collects as required under the 1990 license. 22 Table of Contents In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”) and in April 2017 passed supplemental legislation which transferred responsibility for the economic regulation of the water utility sector and the negotiations with the Company for a new retail license to OfReg. Under the new regulatory legislation passed in October 2016, Cayman Water was required to first be granted a concession by the government before obtaining a new (or renewing the old) retail operating license. On February 18, 2025, Cayman Water received a new concession from the government that authorizes and maintains the terms of the 1990 license until a new license from OfReg is negotiated and enacted. Negotiations between Cayman Water and OfReg for the new license remain on-going. The Company has been informed during its retail license negotiations, both by OfReg and its predecessor in these negotiations, that they seek 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 consolidated financial condition, results of operations or cash flows 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 (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. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and the government of The Bahamas. 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 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. Moody’s also lowered The Bahamas’ local currency ceiling to Baa3 from Baa2 and its foreign currency ceiling to Ba1 from Baa3. Moody’s has maintained these ratings through the date of its most current report issued in April 2025. ​ If CW-Bahamas is unable to collect a sufficient 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 additional allowance for credit losses 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. ​ CW-Bahamas Supply Guarantees The contracts to supply water to the WSC from its Blue Hills and Windsor plants require CW-Bahamas to guarantee delivery of a minimum quantity of water per week. If the WSC requires the water and CW-Bahamas does not meet this minimum, CW-Bahamas is required to pay the WSC for the difference between the minimum and actual gallons delivered at a per gallon rate equal to the price per gallon that the WSC is currently paying CW-Bahamas under the contract. The Blue Hills contract expires in 2032 and requires CW-Bahamas to deliver 63.0 million gallons of water each week. The Windsor contract expires in 2033 and requires CW-Bahamas to deliver 16.8 million gallons of water each week. CW-Bahamas has been in compliance with the supply guarantees under these contracts for all periods since the inception of the contracts. ​ 23 Table of Contents Fiscal, Regulation and Other Federal Policies ​ Significant changes in, and uncertainty with respect to, legislation, regulation, government policy and economic conditions could adversely affect the Company’s business. Specific legislative and regulatory proposals that could have a material impact on the Company include, but are not limited to, modifications to international trade policy (such as tariffs); public company reporting requirements; and environmental regulation. ​ The Company cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Accordingly, it is difficult to predict how such actions may impact the Company’s business, or the business or habits of its customers. The Company’s business operations, as well as the businesses of its customers on which it is substantially dependent, are located in countries at risk for escalating trade disputes, including the U.S. Any resulting trade wars could have a significant adverse effect on world trade and could adversely impact the Company’s consolidated financial condition, results of operations and cash flows. ​ 9. Impact of recent accounting standards Adoption of new accounting standards: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU became effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. ​ Effect of newly issued but not yet effective accounting standards: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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 Company is currently evaluating the impact of this guidance. ​ In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU amends the effective date of ASU 2024-03 to clarify that all business entities are required to adopt the guidance in annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. 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. ​ 10. Subsequent events The Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. The Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its condensed consolidated financial statements. ​ 24 Table of Contents