Item 8. Financial Statements and Supplementary Data
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
CONSOLIDATED WATER CO. LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 199 )
42
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 688 )
44
Consolidated Balance Sheets as of December 31, 2025 and 2024
45
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023
46
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023
47
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
48
Notes to Consolidated Financial Statements
49
Schedule II, Valuation and Qualifying Accounts, is omitted because the information is included in the financial statements and notes.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Consolidated Water Co. Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Consolidated Water Co. Ltd. (the “Company”) as of December 31, 2025, and the related consolidated statements of income, stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 16, 2026 , expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Estimated Costs to Complete
As described in Note 2 to the consolidated financial statements, the Company recognizes revenue for its construction and custom/specialized manufacturing contracts over time under the input method using costs incurred 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 cost estimation process for these contracts is based on the knowledge and experience of the Company's project managers, engineers, and financial professionals. Changes in job performance, job conditions and management's assessment of expected variable
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consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and the Company's revenue recognition.
We identified the estimated costs to complete on these revenue contracts as a critical audit matter. The determination of the total estimated cost and progress toward completion requires management to make significant estimates and assumptions. Total estimated costs to complete projects include various contracts costs that include labor, materials and subcontractor 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 is complicated and subject to many variables and, accordingly, are subject to changes. Changes in these estimates can have a significant impact on the revenue recognized each period. Auditing these estimates involved especially challenging auditor judgment in evaluating the reasonableness of management's assumptions and estimates over the duration of these contracts.
The primary procedures we performed to address this critical audit matter included:
● We obtained an understanding and evaluated the design and implementation of the internal controls over management's process related to estimated costs to complete, including controls over management's review of: (i) the development of project budgets and key cost inputs, (ii) the ongoing assessment and revisions to project budgets, and (iii) the ongoing review of project status, including the nature of activities to complete open projects.
● Evaluating management’s ability to generate reasonable estimated costs to complete through performing a retrospective review of budget to actual variances.
● Assessing the reasonableness of the estimated costs to complete by evaluating the reasonableness of projects budgets and the nature of costs required to complete the project. Evaluation consists of investigating significant differences or unexpected results that take into consideration known changes in client operations, industry, and/or business conditions.
● Assessing the accuracy and the occurrence of the actual cost amount used in the percentage of completion by testing a sample of project costs incurred to date.
● Evaluating the reasonableness of project status by performing inquiries of project managers to assess the nature and costs of activities required to complete the project.
● Assessing the reasonableness of changes in estimated costs to complete by comparing project profitability estimates in the current period to historical estimates and actual performance including during the period under audit and subsequent to the period end and investigating reasons for changes in expected costs and project margins.
/s/ CBIZ CPAs P.C.
We have served as the Company’s auditor since 2005 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024).
Fort Lauderdale, FL
March 16, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Consolidated Water Co. Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Consolidated Water Co. Ltd. (the “Company”) as of December 31, 2024, the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
P
/s/ Marcum LLP
We served as the Company’s auditor from 2005 through April 2025.
West Palm Beach, FL
March 17, 2025
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2025
2024
ASSETS
Current assets
Cash and cash equivalents
$
123,788,390
$
99,350,121
Accounts receivable, net
32,768,537
39,580,982
Inventory
3,736,845
8,960,350
Prepaid expenses and other current assets
5,927,675
5,112,183
Contract assets
3,290,815
4,470,243
Current assets of discontinued operations
124,630
272,485
Total current assets
169,636,892
157,746,364
Property, plant and equipment, net
55,151,758
52,432,282
Construction in progress
6,695,656
5,143,717
Inventory, noncurrent
5,563,142
5,338,961
Investment in affiliates
1,186,849
1,504,363
Goodwill
12,861,404
12,861,404
Intangible assets, net
2,101,555
2,696,815
Operating lease right-of-use assets
2,930,441
3,232,786
Other assets
1,437,648
2,356,489
Total assets
$
257,565,345
$
243,313,181
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities
$
9,620,880
$
9,057,179
Accrued compensation
3,039,142
3,336,946
Dividends payable
2,285,317
1,780,841
Current maturities of operating leases
661,047
634,947
Current portion of long-term debt
47,549
126,318
Contract liabilities
11,528,634
9,126,654
Deferred revenue
248,719
365,879
Current liabilities of discontinued operations
271,159
509,745
Total current liabilities
27,702,447
24,938,509
Long-term debt, noncurrent
25,954
70,320
Deferred tax liabilities
707,444
210,893
Noncurrent operating leases
2,297,161
2,630,812
Other liabilities
153,000
153,000
Total liabilities
30,886,006
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 39,507 and 44,004 shares, respectively
23,704
26,402
Common stock, $ 0.60 par value. Authorized 24,800,000 shares; issued and outstanding 15,945,233 and 15,846,345 shares, respectively
9,567,140
9,507,807
Additional paid-in capital
95,310,630
93,550,905
Retained earnings
116,749,048
106,875,581
Total Consolidated Water Co. Ltd. stockholders' equity
221,650,522
209,960,695
Non-controlling interests
5,028,817
5,348,952
Total equity
226,679,339
215,309,647
Total liabilities and equity
$
257,565,345
$
243,313,181
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
2025
2024
2023
Revenue
$
132,073,368
$
133,966,633
$
180,211,233
Cost of revenue
83,694,558
88,342,185
118,284,128
Gross profit
48,378,810
45,624,448
61,927,105
General and administrative expenses
30,116,328
27,537,436
24,752,366
Gain on asset dispositions, net
97,709
197,786
( 7,112 )
Income from operations
18,360,191
18,284,798
37,167,627
Other income (expense):
Interest income
2,670,040
2,094,190
696,408
Interest expense
( 4,420 )
( 101,847 )
( 145,284 )
Equity in the earnings of affiliates
227,886
269,455
169,728
Other
131,438
131,878
107,461
Other income, net
3,024,944
2,393,676
828,313
Income before income taxes
21,385,135
20,678,474
37,995,940
Provision for income taxes
2,164,648
2,218,514
6,750,014
Net income from continuing operations
19,220,487
18,459,960
31,245,926
Income from continuing operations attributable to non-controlling interests
593,179
577,590
573,791
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
18,627,308
17,882,370
30,672,135
Net income (loss) from discontinued operations
( 290,635 )
10,355,184
( 1,086,744 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
18,336,673
$
28,237,554
$
29,585,391
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations
$
1.17
$
1.13
$
1.95
Discontinued operations
( 0.02 )
0.65
( 0.07 )
Basic earnings per share
$
1.15
$
1.78
$
1.88
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations
$
1.16
$
1.12
$
1.93
Discontinued operations
( 0.02 )
0.65
( 0.07 )
Diluted earnings per share
$
1.14
$
1.77
$
1.86
Dividends declared per common and redeemable preferred shares
$
0.53
$
0.41
$
0.36
Weighted average number of common shares used in the determination of:
Basic earnings per share
15,923,032
15,832,328
15,739,056
Diluted earnings per share
16,008,063
15,935,962
15,865,897
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Redeemable
Additional
Total
preferred stock
Common stock
paid-in
Retained
Non-controlling
stockholders’
Shares
Dollars
Shares
Dollars
capital
earnings
interests
equity
Balance as of December 31, 2022
34,383
$
20,630
15,322,875
$
9,193,725
$
89,205,159
$
61,247,699
$
8,096,976
$
167,764,189
Issuance of share capital
13,309
7,985
68,864
41,319
( 49,304 )
—
—
—
Conversion of preferred stock
( 8,848 )
( 5,309 )
8,848
5,309
—
—
—
—
Buyback of preferred stock
( 203 )
( 122 )
—
—
( 1,708 )
—
—
( 1,830 )
Net income
—
—
—
—
—
29,585,391
573,791
30,159,182
Purchase of remaining non-controlling interest in PERC
—
—
368,383
221,030
1,006,248
( 3,667,305 )
( 2,440,027 )
Exercise of options
5,656
3,394
2,575
1,544
94,826
—
—
99,764
Dividends declared
—
—
—
—
—
( 5,684,270 )
—
( 5,684,270 )
Stock-based compensation
—
—
—
—
1,933,666
—
—
1,933,666
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
Issuance of share capital
5,904
3,542
68,832
41,299
( 44,841 )
—
—
—
Conversion of preferred stock
( 5,968 )
( 3,581 )
5,968
3,581
—
—
—
—
Buyback of preferred stock
( 1,272 )
( 763 )
—
—
( 13,851 )
—
—
( 14,614 )
Net income
—
—
—
—
—
28,237,554
577,590
28,815,144
Exercise of options
1,043
626
—
—
23,127
—
—
23,753
Dividends declared
—
—
—
—
—
( 6,510,793 )
( 232,100 )
( 6,742,893 )
Stock-based compensation
—
—
—
—
1,397,583
—
—
1,397,583
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
Issuance of share capital
8,534
5,120
80,661
48,396
( 53,516 )
—
—
—
Conversion of preferred stock
( 13,287 )
( 7,973 )
13,287
7,973
—
—
—
—
Buyback of preferred stock
( 1,764 )
( 1,057 )
—
—
( 28,032 )
—
—
( 29,089 )
Net income
—
—
—
—
—
18,336,673
593,179
18,929,852
Stock issued for services rendered
—
—
2,000
1,200
68,240
—
—
69,440
Exercise of options
2,020
1,212
2,940
1,764
71,129
—
—
74,105
Dividends declared
—
—
—
—
—
( 8,463,206 )
( 913,314 )
( 9,376,520 )
Stock-based compensation
—
—
—
—
1,701,904
—
—
1,701,904
Balance as of December 31, 2025
39,507
$
23,704
15,945,233
$
9,567,140
$
95,310,630
$
116,749,048
$
5,028,817
$
226,679,339
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED WATER CO. LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2025
2024
2023
Cash flows from operating activities
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
18,336,673
$
28,237,554
$
29,585,391
Income from continuing operations attributable to non-controlling interests
593,179
577,590
573,791
Net income
18,929,852
28,815,144
30,159,182
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
247
64,960
( 2,003 )
Loss from discontinued operations
290,388
1,714,622
1,088,747
Depreciation and amortization
6,903,438
6,691,658
6,576,454
Deferred income tax provision (benefit)
496,551
( 319,887 )
( 524,999 )
Provision for credit losses
292,824
442,828
408,489
Amortization of operating lease right-of-use assets
714,653
617,903
868,057
Stock issued for services rendered
69,440
—
—
Compensation expense relating to stock and stock option grants
1,701,904
1,397,583
1,933,666
(Gain) loss on asset dispositions, net
( 97,709 )
( 197,786 )
7,112
Equity in earnings of affiliates
( 227,886 )
( 269,455 )
( 169,728 )
Distribution of earnings from OC-BVI
545,400
227,250
303,000
Change in:
Accounts receivable
6,519,621
( 1,796,919 )
( 10,970,521 )
Contract assets
1,179,428
17,082,814
( 18,639,335 )
Inventory
4,240,636
( 3,747,675 )
( 891,405 )
Prepaid expenses and other assets
( 585,337 )
( 361,359 )
( 755,391 )
Accounts payable, accrued expenses and other current liabilities
( 31,587 )
( 2,547,190 )
2,268,939
Accrued compensation
( 297,804 )
176,916
892,447
Contract liabilities
2,401,980
2,889,643
( 2,566,910 )
Operating lease liabilities
( 719,859 )
( 623,110 )
( 873,262 )
Deferred revenue
( 117,160 )
48,862
1,192
Net cash provided by operating activities - continuing operations
42,209,020
38,172,036
9,113,731
Net cash used in operating activities - discontinued operations
( 495,449 )
( 1,656,504 )
( 1,142,969 )
Net cash provided by operating activities
41,713,571
36,515,532
7,970,762
Cash flows from investing activities
Additions to property, plant and equipment and construction in progress
( 8,541,364 )
( 6,696,580 )
( 5,047,884 )
Proceeds from asset dispositions
102,142
446,337
20,808
Investment in affiliate
—
( 50,000 )
—
Proceeds from Mexico settlement agreement
—
33,261,664
—
Acquisition of REC, net of cash acquired
—
—
( 3,419,916 )
Purchase of remaining non-controlling interest in PERC
—
—
( 2,440,027 )
Net cash provided by (used in) investing activities
( 8,439,222 )
26,961,421
( 10,887,019 )
Cash flows from financing activities
Dividends paid to common shareholders
( 7,936,842 )
( 6,284,645 )
( 5,472,790 )
Dividends paid to preferred shareholders
( 21,888 )
( 17,962 )
( 14,228 )
Dividends paid to non-controlling interests
( 913,314 )
( 232,100 )
—
Buyback of redeemable preferred stock
( 29,089 )
( 14,614 )
( 1,830 )
Proceeds received from exercise of stock options
74,105
23,753
99,764
Principal repayments on long-term debt
( 123,135 )
( 186,586 )
( 135,481 )
Net cash used in financing activities
( 8,950,163 )
( 6,712,154 )
( 5,524,565 )
Net increase (decrease) in cash and cash equivalents
24,324,186
56,764,799
( 8,440,822 )
Cash and cash equivalents at beginning of period
99,350,121
42,621,898
50,711,751
Cash and cash equivalents at beginning of period - discontinued operations
127,859
91,283
442,252
Less: cash and cash equivalents at end of period - discontinued operations
( 13,776 )
( 127,859 )
( 91,283 )
Cash and cash equivalents at end of period
$
123,788,390
$
99,350,121
$
42,621,898
The accompanying notes are an integral part of these consolidated financial statements.
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CONSOLIDATED WATER CO. LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 preparation: The consolidated financial statements presented are prepared in accordance with the accounting principles generally accepted in the United States of America.
Use of estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, goodwill and revenue recognition on construction and manufacturing contracts. Actual results could differ significantly from such estimates.
Basis of consolidation: The accompanying consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. (“Aerex”), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”), 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.
In 2019 and 2020, CW-Holdings acquired 61 % of PERC. In January 2023, CW-Holdings purchased the remaining 39 % ownership interest in PERC for $ 2.4 million in cash, and 368,383 shares of the Company’s common stock having a value of approximately $ 5.36 million based upon the opening trading price of the Company’s common stock on The Nasdaq Global Market on the date of the transaction.
In September 2021, Kalaeloa Desalco was formed to pursue a project in Oahu, Hawaii. On June 2, 2023, Kalaeloa Desalco signed a definitive agreement with the Honolulu Board of Water Supply to design, construct, operate and maintain a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii.
Effective October 1, 2023, the Company purchased, through its wholly-owned subsidiary PERC, a 100 % ownership interest in REC, a Colorado company that operates and maintains water and wastewater treatment facilities and provides technical services to clients throughout the Rocky Mountain and Eastern Plains Regions of Colorado. PERC acquired REC for approximately $ 4.1 million and recorded goodwill and intangible assets from this acquisition of $ 2,436,391 and $ 1,108,390 respectively.
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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 $ 39,259 , $ 74,993 and $ 84,678 for the years ended December 31, 2025, 2024, and 2023, respectively, and are included in “Other income (expense) - Other” in the accompanying consolidated statements of income.
Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks, certificates of deposit at banks with an original maturity of three months or less and a money market fund with a brokerage firm. Cash and cash equivalents as of December 31, 2025 and 2024 include $ 17.0 million and $ 5.2 million, respectively, of certificates of deposit with an original maturity of three months or less, and $ 18.1 million and $ 10.6 million, respectively, in the money market fund.
As of December 31, 2025, the Company had deposits in U.S. banks in excess of federally insured limits of approximately $ 44.0 million. As of December 31, 2025, the Company held cash in foreign bank accounts of approximately $ 58.7 million.
Certain transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of The Bahamas. The equivalent United States dollar cash balances held in The Bahamas as of December 31, 2025 and 2024 were approximately $ 12.0 million and $ 7.7 million, respectively.
Accounts receivable: Accounts receivable are recorded at invoiced amounts based on meter readings, contractual amounts, fixed fees plus reimbursables or time and materials per contractual agreements. Trade accounts receivable also represent our unconditional right, subject only to the passage of time, to receive consideration arising from our performance under contracts with customers. Trade accounts receivable include amounts billed and billable on construction contracts, service and maintenance contracts and contracts for the sale of goods. Billed contract receivables have been invoiced to customers based on contracted amounts.
Allowance for credit losses: The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable and contract assets balances. The Company determines the current expected credit losses based on historical loss experience, current conditions, and reasonable and supportable forecasts. The Company also considers the nature of the financial asset, the credit quality of the counterparty, and other relevant factors.
Past due balances are reviewed individually for collectability. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered by management to be remote.
Inventory: Inventory primarily consists of consumables stock and spare parts stock that are valued at cost, less an allowance for obsolescence, with cost determined on the first-in, first-out basis. Inventory also includes (i) raw materials purchased for specific manufacturing contracts that are valued at cost on the first-in, first-out basis; and (ii) potable water held in the Company’s reservoirs that is valued at the lower of the average cost of producing water during the year or its net realizable value.
Contract assets and liabilities: Billing practices for the Company’s contracts are governed by the contract terms of each project based upon costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue, which is recognized over time using the input method based on cost incurred. The Company records contract assets and contract liabilities to account for these differences in timing.
Contract assets, which include costs and estimated earnings in excess of billings on uncompleted contracts, arise when the Company recognizes revenue for services performed under its construction and manufacturing contracts, but the Company
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is not yet entitled to bill the customer under the terms of the contract. Contract liabilities, which include billings in excess of costs and estimated earnings on uncompleted contracts, represent the Company's obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account is recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract.
Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered significant financing components.
The Company considers retention that is withheld on progress billings as not creating an unconditional right to payment until contractual milestones are reached (typically substantial completion). Accordingly, withheld retention is considered a component of contracts assets and liabilities until finally billed to the customer, when obligations have been satisfied and the right to receipt is subject only to the passage of time.
The Company’s contract assets and liabilities are reported in a net asset or liability position on a contract-by-contract basis at the end of each reporting period. The Company classifies contract assets and liabilities related to construction and manufacturing contracts in current assets and current liabilities as they will be liquidated in the normal course of contract completion, although this may require more than one year.
Property, plant and equipment, net: Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using a straight-line method with an allowance for estimated residual values. Rates are determined based on the estimated useful lives of the assets as follows:
Buildings
5 to 40 years
Plant and equipment
4 to 40 years
Distribution system
3 to 40 years
Office furniture, fixtures and equipment
3 to 10 years
Vehicles
3 to 10 years
Leasehold improvements
Shorter of 5 years or lease term
Lab equipment
5 to 10 years
Assets under construction are recorded as additions to property, plant and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. Additions to construction in progress are comprised of the cost of the contracted services, direct labor and materials.
Interest costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily take a substantial amount of time to be ready for their intended use, are added to the cost of those assets until such time as the assets are substantially ready for use. No interest was capitalized during the years ended December 31, 2025 or 2024.
Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if their carrying amounts are not recoverable through their undiscounted cash flows and measures the impairment loss based on the difference between the carrying amounts and estimated fair values.
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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 years ended December 31, 2025 and 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, 2025 and 2024.
Investments: Investments where the Company does not exercise significant influence over the operating and financial policies of the investee and holds less than 20% of the voting stock are recorded at cost. The Company uses the equity method of accounting for investments in common stock where the Company holds 20% to 50% of the voting stock of the investee and has significant influence over its operating and financial policies but does not meet the criteria for consolidation. The Company recognizes impairment losses on declines in the fair value of the stock of investees that are other than temporary.
Income taxes: The Company accounts for the income taxes arising from the operations of its United States subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized.
The Company is not presently subject to income taxes in the other countries in which it operates.
Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
The following table presents the Company’s revenue disaggregated by revenue source.
Year Ended December 31,
2025
2024
2023
Retail revenue
$
33,587,952
$
31,741,343
$
30,158,051
Bulk revenue
33,481,307
33,673,387
34,595,058
Services revenue
46,312,325
50,956,489
97,966,650
Manufacturing revenue
18,691,784
17,595,414
17,491,474
Total revenue
$
132,073,368
$
133,966,633
$
180,211,233
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Services revenue consists of the following:
Year Ended December 31,
2025
2024
2023
Construction revenue
$
13,470,641
$
18,602,919
$
77,306,704
Operations and maintenance revenue
32,075,046
29,307,405
19,368,365
Design and consulting revenue
766,638
3,046,165
1,291,581
Total services revenue
$
46,312,325
$
50,956,489
$
97,966,650
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 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 also 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.
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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, and design and consulting revenue from PERC and DesalCo; construction revenue from Kalaeloa Desalco; manufacturing revenue from Aerex; and 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.
During the year ended December 31, 2023, the Company adjusted its prior year estimates of the total contract costs for two of its construction contracts. These changes in accounting estimates resulted in an increase in the services segment’s income from operations and the Company’s consolidated net income by $ 2,356,439 and $ 1,750,750 , respectively, for the year ended December 31, 2023. This adjustment increased basic and diluted earnings per share by $ 0.11 for the year ended December 31, 2023.
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.
During the years ended December 31, 2025, 2024, and 2023, the Company recognized $ 13,696,856 , $ 18,613,466 and $ 77,411,792 , respectively, of its services revenue from the transfer of goods or services to customers over time. The remaining services revenue of $ 32,615,469 , $ 32,343,023 and $ 20,554,858 , respectively, was recognized from the transfer of goods or services to customers when invoiced. During the years ended December 31, 2025, 2024, and 2023, the Company recognized all of its manufacturing revenue from the transfer of goods or services to customers over time.
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 $ 965,487 for 2024 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 .
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3. Cash and cash equivalents
Cash and cash equivalents are not restricted as to withdrawal or use. As of December 31, 2025 and 2024, the equivalent United States dollars of the Company’s cash and cash equivalents, including those accounts denominated in currencies other than the U.S. dollar, are as follows:
December 31,
2025
2024
Bank accounts:
United States dollar
$
34,460,275
$
39,094,067
Cayman Islands dollar
15,511,230
17,499,492
Bahamian dollar
12,037,796
7,717,705
62,009,301
64,311,264
Short-term deposits:
United States dollar
54,944,598
31,908,220
Cayman Islands dollar
6,834,491
3,130,637
61,779,089
35,038,857
Total cash and cash equivalents
$
123,788,390
$
99,350,121
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.
4. Accounts receivable, net
December 31,
2025
2024
Trade accounts receivable
$
32,809,474
$
39,986,234
Receivable from OC-BVI
47,288
42,515
Other accounts receivable
735,796
373,655
33,592,558
40,402,404
Allowance for credit losses
( 824,021 )
( 821,422 )
Accounts receivable, net
$
32,768,537
$
39,580,982
The activity for the allowance for credit losses consisted of:
December 31,
2025
2024
Opening allowance for credit losses
$
821,422
$
583,401
Provision for credit losses
292,824
442,828
Accounts written off during the year
( 290,225 )
( 205,467 )
Recovery of accounts written off
—
660
Ending allowance for credit losses
$
824,021
$
821,422
Significant concentrations of credit risk are disclosed in Note 17.
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5. Inventory
December 31,
2025
2024
Spare parts stock
$
8,366,230
$
8,341,395
Raw materials
720,602
5,828,568
Consumables stock
181,020
89,689
Water stock
32,135
39,659
Total inventory
9,299,987
14,299,311
Less current portion
3,736,845
8,960,350
Inventory (non-current)
$
5,563,142
$
5,338,961
6. Contracts in progress
Revenue recognized and amounts billed on contracts in progress are summarized as follows:
December 31,
2025
2024
Revenue recognized to date on contracts in progress
$
127,237,229
$
114,590,991
Amounts billed to date on contracts in progress
( 138,121,977 )
( 121,833,354 )
Retainage
2,646,929
2,585,952
Net contract liability
$
( 8,237,819 )
$
( 4,656,411 )
The above net balances are reflected in the accompanying consolidated balance sheet as follows:
December 31,
2025
2024
Contract assets
$
3,290,815
$
4,470,243
Contract liabilities
( 11,528,634 )
( 9,126,654 )
Net contract liability
$
( 8,237,819 )
$
( 4,656,411 )
The significant increase in contract liabilities from December 31, 2024 to December 31, 2025 is attributable to the Kalaeloa Desalco construction project with the Honolulu Board of Water Supply to construct and operate a seawater reverse osmosis desalination plant in Oahu, Hawaii.
As of December 31, 2025, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 148.8 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 $ 56.7 million during the year ending December 31, 2026 and $ 92.1 million thereafter . In addition, the Company recognized revenue of approximately $ 5.5 million in the year ended December 31, 2025, that was included in the contract liability balance as of December 31, 2024.
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7. Property, plant and equipment and construction in progress
December 31,
2025
2024
Land
$
5,903,738
$
5,903,738
Land improvement
1,639,615
403,351
Buildings
27,552,216
26,033,866
Plant and equipment
59,933,437
61,089,877
Distribution system
40,639,053
40,402,691
Office furniture, fixtures and equipment
3,398,386
3,277,313
Vehicles
5,072,211
3,830,539
Leasehold improvements
306,545
306,545
Lab equipment
7,404
12,456
144,452,605
141,260,376
Less accumulated depreciation
89,300,847
88,828,094
Property, plant and equipment, net
$
55,151,758
$
52,432,282
Construction in progress
$
6,695,656
$
5,143,717
The Company maintains insurance for loss or damage to all fixed assets that it deems susceptible to loss. During the years ended December 31, 2025, and 2024, $ 5,883,845 and $ 1,395,485 , respectively, of construction in progress was placed in service. Depreciation expense was $ 6,128,825 , $ 5,855,935 and $ 5,823,008 for the years ended December 31, 2025, 2024 and 2023, respectively.
8. 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.
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.
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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”). On April 16, 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.
The Settlement Agreement and any matter arising out of or in connection with it are governed by the federal laws of Mexico.
The Company’s net income (losses) from discontinued operations for the years ended December 31, 2025, 2024 and 2023 were ($ 290,635 ), $ 10,355,184 , and ($ 1,086,744 ), respectively.
Summarized financial information for the discontinued Mexico project development operation is as follows:
December 31,
December 31,
2025
2024
Cash
$
13,776
$
127,859
Prepaid expenses and other current assets
110,854
144,626
Total assets of discontinued operations
$
124,630
$
272,485
Total liabilities of discontinued operations
$
271,159
$
509,745
Year Ended December 31,
2025
2024
2023
Loss from discontinued operations
$
( 290,635 )
$
( 1,779,582 )
$
( 1,086,744 )
Gain on sale of land and project documentation
$
—
$
12,134,766
$
—
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9. Intangible assets
The Company’s purchase transactions for Aerex and PERC identified certain intangible assets. The remaining intangible assets and their respective useful lives are as follows: trade names ( 15 years ) and facility management contracts ( 6 years ).
Effective October 2023, the Company purchased a 100 % ownership interest in REC. The purchase transaction identified certain intangible assets with a fair value of $ 1,108,390 and useful lives as follows: non-compete ( 5 years ), trade name ( 15 years ) and customer relationships ( 15 years ).
The costs and accumulated amortization for these assets were as follows:
December 31,
2025
2024
Cost
Non-compete agreements
$
268,590
$
268,590
Trade names
3,096,900
3,096,900
Customer relationships
442,900
442,900
Facility management contracts
2,200,000
2,200,000
6,008,390
6,008,390
Accumulated amortization
Non-compete agreements
( 120,865 )
( 67,147 )
Trade names
( 1,519,535 )
( 1,313,075 )
Customer relationships
( 66,435 )
( 36,908 )
Facility management contracts
( 2,200,000 )
( 1,894,445 )
( 3,906,835 )
( 3,311,575 )
Intangible assets, net
$
2,101,555
$
2,696,815
Amortization of intangible assets for each of the next five years and thereafter is expected to be as follows:
2026
$
289,705
2027
289,705
2028
276,275
2029
235,987
2030
235,987
Thereafter
773,896
$
2,101,555
Amortization expense was $ 595,260 , $ 656,370 and $ 574,093 for the years ended December 31, 2025, 2024 and 2023, respectively.
10. 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 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.
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All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the consolidated balance sheet date.
Lease assets and liabilities
The following table presents the lease-related assets and liabilities and their respective classification on the consolidated balance sheets:
December 31,
2025
2024
ASSETS
Noncurrent
Operating lease right-of-use assets
$
2,930,441
$
3,232,786
Total operating lease right-of-use assets
$
2,930,441
$
3,232,786
LIABILITIES
Current
Current maturities of operating leases
$
661,047
$
634,947
Noncurrent
Noncurrent operating leases
2,297,161
2,630,812
Total lease liabilities
$
2,958,208
$
3,265,759
Weighted average remaining lease term:
Operating leases
4.2 years
5.0 years
Weighted average discount rate:
Operating leases
6.55 %
6.56 %
The components of lease costs were as follows:
Year Ended December 31,
2025
2024
2023
Operating lease costs
$
854,452
$
847,540
$
751,261
Short-term lease costs
349,498
361,176
217,640
Lease costs - discontinued operations
7,016
31,946
45,979
Total lease costs
$
1,210,966
$
1,240,662
$
1,014,880
Supplemental cash flow information related to leases is as follows:
Year Ended December 31,
2025
2024
2023
Cash paid for amounts included in measurement of liabilities:
Operating cash outflows for operating leases
$
899,511
$
924,461
$
760,847
Operating cash outflows for operating leases - discontinued operations
—
—
11,337
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Future lease payments relating to the Company's operating lease liabilities from continuing operations as of December 31, 2025 are as follows:
Years ending December 31,
Total
2026
$
839,297
2027
813,538
2028
833,242
2029
541,378
2030
296,859
Thereafter
74,159
Total future lease payments
3,398,473
Less: imputed interest
( 440,265 )
Total lease obligations
2,958,208
Less: current obligations
( 661,047 )
Noncurrent lease obligations
$
2,297,161
11. Income taxes
The components of income before income taxes for the years ended December 31, 2025, 2024, and 2023 are as follows:
Year Ended December 31,
2025
2024
2023
Foreign (not subject to income taxes)
$
12,274,013
$
10,699,269
$
10,002,233
Mexico
( 131,596 )
10,922,374
( 742,367 )
United States
8,952,083
9,412,015
27,649,330
21,094,500
31,033,658
36,909,196
Discontinued operations
290,635
( 10,355,184 )
1,086,744
$
21,385,135
$
20,678,474
$
37,995,940
The Company’s provision for (benefit from) income taxes for the years ended December 31, 2025, 2024, and 2023, which related to U.S. operations, consisted of the following:
Year Ended December 31,
2025
2024
2023
Current:
Federal
$
1,160,917
$
2,282,566
$
5,611,360
State
507,180
255,835
1,663,653
Foreign
—
—
—
Total current income tax provision (benefit)
1,668,097
2,538,401
7,275,013
Deferred:
Federal
457,068
( 267,100 )
( 276,070 )
State
39,483
( 52,787 )
( 248,929 )
Foreign
—
—
—
Total deferred income tax provision (benefit)
496,551
( 319,887 )
( 524,999 )
Total provision for (benefit from) income taxes
$
2,164,648
$
2,218,514
$
6,750,014
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A reconciliation of the U.S. statutory federal tax rate to the effective rate for the year ended December 31, 2025:
Year Ended December 31,
2025
Amount
Percent
U.S. statutory federal tax rate
$
4,490,879
21.00
%
State and local income taxes, net of federal effect (a)
440,154
2.06
%
Foreign tax effects - tax rate differential
Cayman Islands
( 1,265,705 )
( 5.92 )
%
The Bahamas
( 1,363,912 )
( 6.38 )
%
Nontaxable or nondeductible items
( 135,296 )
( 0.63 )
%
Other adjustments
( 1,472 )
( 0.01 )
%
Effective tax rate
$
2,164,648
10.12
%
(a) State taxes in California made up the majority (greater than 50 percent) of the tax effect in the State and local income taxes category.
Below is a tabular rate reconciliation previously disclosed for the years ended December 31, 2024 and 2023:
Year Ended December 31,
2024
2023
Amount
Percent
Amount
Percent
U.S. statutory federal rate
$
4,342,478
21.00
%
$
7,979,149
21.00
%
State taxes, net of federal effect
149,323
0.72
%
1,093,433
2.88
%
Foreign rate differential
( 2,365,946 )
( 11.45 )
%
( 2,172,793 )
( 5.71 )
%
Permanent items
94,551
0.46
%
( 120,739 )
( 0.32 )
%
Change in valuation allowance
( 1,892 )
—
%
( 29,036 )
( 0.08 )
%
Effective tax rate
$
2,218,514
10.73
%
$
6,750,014
17.77
%
The tax effects of significant items comprising the Company’s net long-term deferred tax liability as of December 31, 2025 and 2024 were as follows:
December 31,
2025
2024
Continuing Operations
Deferred tax assets:
Net operating loss carryforwards
$
212,772
$
80,285
Accruals and reserves
220,343
209,549
Operating lease liabilities
439,254
425,797
Capitalized research expenditures
—
316,937
Others
156,196
88,750
Valuation allowances
—
—
1,028,565
1,121,318
Deferred tax liabilities:
Property and equipment
764,116
239,830
Intangible assets
525,359
672,973
Operating lease right-of-use assets
433,058
419,408
Others
13,476
—
1,736,009
1,332,211
Net deferred tax liabilities
$
( 707,444 )
$
( 210,893 )
As of December 31, 2025, the Company’s continuing operations have a federal net loss carryforward of approximately $ 914,000 and a state net loss carryforward of approximately $ 552,000 . The net operating losses (“NOLs”) generated in taxable years beginning before January 1, 2018, may be carried forward up to 20 taxable years. The unused federal NOLs
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will expire on various dates starting from 2030. For NOLs generated in taxable years beginning after December 31, 2017, they are carried forward indefinitely until used and never expire.
The Company made tax payments, net of refunds received during the year ended December 31, 2025, as follows:
December 31,
2025
Jurisdiction
United States
$
1,989,000
Florida
203,000
Other States
175,076
Net Payment
$
2,367,076
12. 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.
The following summarizes information related to the computation of basic and diluted EPS:
Year Ended December 31,
2025
2024
2023
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
18,627,308
$
17,882,370
$
30,672,135
Less: preferred stock dividends
( 22,572 )
( 18,595 )
( 15,513 )
Net income from continuing operations available to common shares in the determination of basic earnings per common share
18,604,736
17,863,775
30,656,622
Income (loss) from discontinued operations
( 290,635 )
10,355,184
( 1,086,744 )
Net income available to common shares in the determination of basic earnings per common share
$
18,314,101
$
28,218,959
$
29,569,878
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
15,923,032
15,832,328
15,739,056
Plus:
Weighted average number of preferred shares outstanding during the period
41,907
44,257
39,885
Potential dilutive effect of unexercised options and unvested stock grants
43,124
59,377
86,956
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
16,008,063
15,935,962
15,865,897
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13. Dividends
Interim dividends declared on common stock and redeemable preferred stock for each quarter of the years ended December 31, 2025, 2024, and 2023, were as follows:
2025
2024
2023
First Quarter
$
0.11
$
0.095
$
0.085
Second Quarter
0.14
0.095
0.085
Third Quarter
0.14
0.11
0.095
Fourth Quarter
0.14
0.11
0.095
$
0.53
$
0.41
$
0.36
14. 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 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 2023 did not separately disclose those expenses currently reported in the corporate segment, as such expenses were previously included in the retail segment. The 2023 segment information provided herein has been recast to conform to the current period presentation.
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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.
Year Ended December 31, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
33,587,952
$
33,481,307
$
46,312,325
$
18,691,784
$
—
$
132,073,368
Cost of revenue
14,593,693
22,470,197
34,449,844
12,180,824
—
83,694,558
Gross profit
18,994,259
11,011,110
11,862,481
6,510,960
—
48,378,810
General and administrative expenses
3,734,676
1,614,759
7,885,756
2,102,759
14,778,378
30,116,328
Gain on asset dispositions, net
40,578
—
52,131
5,000
—
97,709
Income (loss) from operations
15,300,161
9,396,351
4,028,856
4,413,201
( 14,778,378 )
18,360,191
Interest income
171,351
772,514
839,190
3
886,982
2,670,040
Interest expense
—
—
( 4,420 )
—
—
( 4,420 )
Income (loss) from affiliates
—
—
—
( 29,354 )
257,240
227,886
Other
71,262
( 9,322 )
69,735
344
( 581 )
131,438
Other income (loss), net
242,613
763,192
904,505
( 29,007 )
1,143,641
3,024,944
Income (loss) before income taxes
15,542,774
10,159,543
4,933,361
4,384,194
( 13,634,737 )
21,385,135
Provision for income taxes
—
—
1,132,590
1,026,316
5,742
2,164,648
Net income (loss) from continuing operations
15,542,774
10,159,543
3,800,771
3,357,878
( 13,640,479 )
19,220,487
Income from continuing operations attributable to non-controlling interests
—
593,179
—
—
—
593,179
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
15,542,774
$
9,566,364
$
3,800,771
$
3,357,878
$
( 13,640,479 )
18,627,308
Net loss from discontinued operations
( 290,635 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
18,336,673
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Year Ended December 31, 2024
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
31,741,343
$
33,673,387
$
50,956,489
$
17,595,414
$
—
$
133,966,633
Cost of revenue
14,199,088
23,360,360
38,511,535
12,271,202
—
88,342,185
Gross profit
17,542,255
10,313,027
12,444,954
5,324,212
—
45,624,448
General and administrative expenses
3,263,593
1,564,975
6,055,409
2,456,807
14,196,652
27,537,436
Gain on asset dispositions, net
2,286
—
2,714
—
192,786
197,786
Income (loss) from operations
14,280,948
8,748,052
6,392,259
2,867,405
( 14,003,866 )
18,284,798
Interest income
198,180
865,584
458,732
4
571,690
2,094,190
Interest expense
( 93,368 )
—
( 8,409 )
—
( 70 )
( 101,847 )
Income from affiliates
—
—
—
16,701
252,754
269,455
Other
78,647
39,625
( 5,634 )
11,993
7,247
131,878
Other income, net
183,459
905,209
444,689
28,698
831,621
2,393,676
Income (loss) before income taxes
14,464,407
9,653,261
6,836,948
2,896,103
( 13,172,245 )
20,678,474
Provision for income taxes
—
—
1,528,398
672,040
18,076
2,218,514
Net income (loss) from continuing operations
14,464,407
9,653,261
5,308,550
2,224,063
( 13,190,321 )
18,459,960
Income from continuing operations attributable to non-controlling interests
—
577,590
—
—
—
577,590
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
14,464,407
$
9,075,671
$
5,308,550
$
2,224,063
$
( 13,190,321 )
17,882,370
Net income from discontinued operations
10,355,184
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
28,237,554
Year Ended December 31, 2023
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
30,158,051
$
34,595,058
$
97,966,650
$
17,491,474
$
—
$
180,211,233
Cost of revenue
13,891,229
24,128,132
66,797,762
13,467,005
—
118,284,128
Gross profit
16,266,822
10,466,926
31,168,888
4,024,469
—
61,927,105
General and administrative expenses
2,978,164
1,737,264
4,271,808
1,838,284
13,926,846
24,752,366
Gain (loss) on asset dispositions, net
( 21,716 )
12,720
—
2,233
( 349 )
( 7,112 )
Income (loss) from operations
13,266,942
8,742,382
26,897,080
2,188,418
( 13,927,195 )
37,167,627
Interest income
181,468
362,422
151,706
4
808
696,408
Interest expense
( 123,867 )
—
( 21,417 )
—
—
( 145,284 )
Income from affiliate
—
—
—
—
169,728
169,728
Other
93,795
10,793
1,024
2,020
( 171 )
107,461
Other income, net
151,396
373,215
131,313
2,024
170,365
828,313
Income (loss) before income taxes
13,418,338
9,115,597
27,028,393
2,190,442
( 13,756,830 )
37,995,940
Provision (benefit) for income taxes
—
—
6,388,457
440,111
( 78,554 )
6,750,014
Net income (loss) from continuing operations
13,418,338
9,115,597
20,639,936
1,750,331
( 13,678,276 )
31,245,926
Income from continuing operations attributable to non-controlling interests
—
573,791
—
—
—
573,791
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
13,418,338
$
8,541,806
$
20,639,936
$
1,750,331
$
( 13,678,276 )
30,672,135
Net loss from discontinued operations
( 1,086,744 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
29,585,391
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The Company’s cost of revenue consists of:
Year Ended December 31, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
—
$
16,416,318
$
9,043,929
$
—
$
25,460,247
Employee costs
3,039,052
2,103,790
16,721,727
2,452,499
—
24,317,068
Electricity
4,527,864
4,177,008
138,467
44,415
—
8,887,754
Fuel oil
—
7,477,674
—
—
—
7,477,674
Depreciation
2,510,023
2,794,444
416,486
190,351
—
5,911,304
Maintenance
934,015
2,001,297
413,831
313,657
—
3,662,800
Insurance
717,718
1,475,176
99,034
—
—
2,291,928
Retail license royalties
2,120,923
—
—
—
—
2,120,923
Other
744,098
2,440,808
243,981
135,973
—
3,564,860
$
14,593,693
$
22,470,197
$
34,449,844
$
12,180,824
$
—
$
83,694,558
Year Ended December 31, 2024
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
3,787
$
20,366,236
$
9,535,078
$
—
$
29,905,101
Employee costs
2,895,606
2,069,920
17,062,858
2,042,518
—
24,070,902
Electricity
4,755,308
3,864,863
212,337
33,551
—
8,866,059
Fuel oil
—
8,330,914
—
—
—
8,330,914
Depreciation
2,427,254
2,689,432
364,473
160,211
—
5,641,370
Maintenance
877,882
2,138,584
439,883
344,042
—
3,800,391
Insurance
686,073
1,721,846
38,408
—
—
2,446,327
Retail license royalties
1,945,470
—
—
—
—
1,945,470
Other
611,495
2,541,014
27,340
155,802
—
3,335,651
$
14,199,088
$
23,360,360
$
38,511,535
$
12,271,202
$
—
$
88,342,185
Year Ended December 31, 2023
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
—
$
53,830,817
$
10,869,688
$
—
$
64,700,505
Employee costs
2,797,130
1,927,313
12,311,403
1,899,167
—
18,935,013
Electricity
4,846,974
4,306,439
301,247
48,006
—
9,502,666
Fuel oil
—
9,024,836
—
—
—
9,024,836
Depreciation
2,376,747
2,831,368
256,537
168,347
—
5,632,999
Maintenance
845,596
1,705,585
83,998
357,693
—
2,992,872
Insurance
587,238
1,468,508
5,751
—
—
2,061,497
Retail license royalties
1,842,924
—
—
—
—
1,842,924
Other
594,620
2,864,083
8,009
124,104
—
3,590,816
$
13,891,229
$
24,128,132
$
66,797,762
$
13,467,005
$
—
$
118,284,128
Other cost of revenue segment expenses above primarily include chemicals and other supplies, government fees and licenses, and freight costs.
The Company’s general and administrative expenses consist of:
Year Ended December 31, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
1,654,945
$
383,111
$
4,624,683
$
1,178,544
$
8,115,730
$
15,957,013
Professional fees
66,338
105,113
831,897
156,997
2,738,962
3,899,307
Insurance
421,156
388,840
170,005
269,620
869,877
2,119,498
Depreciation and amortization
42,042
19,940
571,689
106,408
72,702
812,781
Other
1,550,195
717,755
1,687,482
391,190
2,981,107
7,327,729
$
3,734,676
$
1,614,759
$
7,885,756
$
2,102,759
$
14,778,378
$
30,116,328
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Year Ended December 31, 2024
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
1,555,619
$
375,479
$
3,443,005
$
1,286,141
$
8,031,817
$
14,692,061
Professional fees
85,739
82,452
646,610
133,229
2,448,386
3,396,416
Insurance
417,604
384,932
214,983
215,241
834,612
2,067,372
Depreciation and amortization
37,691
25,086
630,544
103,674
73,940
870,935
Other
1,166,940
697,026
1,120,267
718,522
2,807,897
6,510,652
$
3,263,593
$
1,564,975
$
6,055,409
$
2,456,807
$
14,196,652
$
27,537,436
Year Ended December 31, 2023
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
1,485,647
$
359,923
$
2,529,548
$
1,071,012
$
8,244,023
$
13,690,153
Professional fees
122,067
93,754
422,196
88,882
1,285,193
2,012,092
Insurance
351,259
341,391
127,993
196,539
886,674
1,903,856
Depreciation and amortization
38,883
22,180
528,810
105,013
69,216
764,102
Other
980,308
920,016
663,261
376,838
3,441,740
6,382,163
$
2,978,164
$
1,737,264
$
4,271,808
$
1,838,284
$
13,926,846
$
24,752,366
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 December 31, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Cash and cash equivalents
$
15,693,394
$
20,343,683
$
46,444,679
$
6,620,358
$
34,686,276
$
123,788,390
Accounts receivable, net
$
3,274,109
$
20,882,114
$
6,364,226
$
2,240,036
$
8,052
$
32,768,537
Inventory, current and non-current
$
3,555,946
$
4,999,261
$
24,178
$
720,602
$
—
$
9,299,987
Contract assets
$
—
$
—
$
1,144,943
$
2,145,872
$
—
$
3,290,815
Property, plant and equipment, net
$
32,371,991
$
16,284,441
$
1,666,099
$
4,608,544
$
220,683
$
55,151,758
Construction in progress
$
1,348,572
$
5,316,061
$
—
$
31,023
$
—
$
6,695,656
Intangibles, net
$
—
$
—
$
1,627,110
$
474,445
$
—
$
2,101,555
Goodwill
$
1,170,511
$
1,948,875
$
7,756,807
$
1,985,211
$
—
$
12,861,404
Total segment assets
$
59,410,635
$
71,300,554
$
69,172,997
$
19,454,784
$
38,101,745
$
257,440,715
Assets of discontinued operations
$
124,630
Total assets
$
257,565,345
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
Revenue earned by major geographic region was:
Year ended December 31,
2025
2024
2023
Cayman Islands
$
37,840,267
$
37,137,424
$
41,728,340
The Bahamas
29,298,791
29,675,947
31,221,633
United States
64,421,664
66,662,406
106,768,621
Revenue earned from management services agreement with OC-BVI
512,646
490,856
492,639
$
132,073,368
$
133,966,633
$
180,211,233
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Revenue earned from major customers was:
Year ended December 31,
2025
2024
2023
Revenue earned from the WSC
$
29,298,791
$
29,675,947
$
31,221,633
Percentage of consolidated revenue earned from the WSC
22 %
22 %
17 %
Revenue earned from one service segment customer
$
—
$
—
$
64,149,170
Percentage of consolidated revenue earned from the one service segment customer
0 %
0 %
36 %
Property, plant and equipment, net by major geographic region was:
December 31,
2025
2024
Cayman Islands
$
32,530,208
$
31,882,111
The Bahamas
16,201,134
17,903,191
United States
6,420,416
2,646,980
$
55,151,758
$
52,432,282
15. Stock-based compensation
The Company has the following stock compensation plans that form part of its employees’ and Directors’ remuneration:
Employee Share Incentive Plan (Preferred Stock)
Employees (i.e., other than Directors and Officers), after four consecutive years of employment, become eligible to receive shares of the Company’s preferred stock for $ nil consideration under the Company’s Employee Share Incentive Plan. Once an individual becomes eligible for this plan, they are awarded shares of preferred stock in the month of June following their date of eligibility for the plan (the “grant date”) and in June of each subsequent year of the individual's employment for as long as the individual remains employed with the Company. If the employee remains with the Company through the fourth anniversary of a grant date, the preferred stock can be converted into shares of the Company’s common stock on a one for one basis. In addition, at the time the preferred stock is granted, the employee receives options to purchase an equal number of shares of preferred stock at a discount to the average trading price of the Company’s common stock for the first seven days of the October immediately preceding the date of the preferred stock grant. If these options are exercised, the shares of preferred stock obtained may also be converted to shares of common stock if the employee remains with the Company through the fourth anniversary of a grant date. Each employee’s option to purchase shares of preferred stock must be exercised within 30 days of the grant date, which is the 90 th day after the date of the independent registered public accountants’ audit opinion on the Company’s consolidated financial statements. Shares of preferred stock not subsequently converted to shares of common stock are redeemable only at the discretion of the Company. Shares of preferred stock granted under this plan during the years ended December 31, 2025, 2024 and 2023 totaled 8,534 , 5,904 and 13,309 , respectively, and an equal number of preferred stock options were granted in each of these years.
Employee Share Option Plan (Common Stock Options)
The Company has an employee stock option plan for four long-serving employees of the Company. Under the plan, these employees are granted in each calendar year, as long as the employee is a participant in the Employee Share Incentive Plan, options to purchase common shares. The price at which the option may be exercised is the closing market price on the grant date, which is the 40 th day after the date of the Company’s Annual Shareholder Meeting. The number of options each employee is granted is equal to five times the sum of (i) the number of shares of preferred stock that employee receives for $ nil consideration and (ii) the number of preferred stock options that employee exercises in that given year. Options may be exercised during the period commencing on the fourth anniversary of the grant date and ending on the 30 th day after the fourth anniversary of the grant date. Options granted under this plan during the years ended December 31, 2025, 2024 and 2023 totaled 1,695 , 1,300 and 3,010 , respectively.
The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s
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common stock. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate stock option exercises and forfeitures within its valuation model. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
2008 Equity Incentive Plan
On May 14, 2008, the Company’s stockholders approved the 2008 Equity Incentive Plan (the “2008 Plan”) and reserved 1,500,000 shares of the Company’s common shares for issuance under this plan. All Directors, executives and key employees of the Company or its affiliates are eligible for participation in the 2008 Plan which provides for the issuance of common stock options, shares of common stock and common stock equivalents at the discretion of the Board.
The Company measures and recognizes compensation expense at fair value for all share-based payments, including stock options. Stock-based compensation for the Employee Share Incentive Plan, Employee Share Option Plan and the 2008 Equity Incentive Plan totaled $ 390,282 , $ 142,566 and $ 703,289 for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in general and administrative expenses in the accompanying consolidated statements of income.
The significant weighted average assumptions for the years ended December 31, 2025, 2024 and 2023 were as follows:
2025
2024
2023
Risk free interest rate
4.17
%
5.23
%
5.06
%
Expected option life (years)
0.7
0.8
1.0
Expected volatility
25.29
%
32.93
%
42.42
%
Expected dividend yield
1.48
%
1.48
%
1.60
%
A summary of the Company’s stock option activity for the year ended December 31, 2025 is as follows:
Weighted
Weighted
Average
Average
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Options
Price
Life (Years)
Value (1)
Outstanding at beginning of period
13,475
$
16.97
Granted
10,229
20.72
Exercised
( 4,960 )
14.94
Forfeited/expired
( 9,074 )
16.87
Outstanding as of December 31, 2025
9,670
$
22.08
1.69
years
$
127,743
Exercisable as of December 31, 2025
—
$
—
—
years
$
—
(1) The intrinsic value of a stock option represents the amount by which the fair value of the underlying stock, measured by reference to the closing price of the common shares of $ 35.29 on the Nasdaq Global Select Market on December 31, 2025, exceeds the exercise price of the option.
As of December 31, 2025, 9,670 non-vested options were outstanding, with weighted average exercise price of $ 22.08 , and average remaining contractual life of 1.69 years. The total remaining unrecognized compensation costs related to unvested stock-based arrangements were $ 33,222 as of December 31, 2025, and are expected to be recognized over a weighted average period of 1.69 years.
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The following table summarizes the weighted average fair value of options at the date of grant and the intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023:
2025
2024
2023
Options granted with an exercise price below market price on the date of grant:
Employees — preferred stock
$
9.59
$
2.58
$
12.21
Overall weighted average
9.59
2.58
12.21
Options granted with an exercise price at market price on the date of grant:
Management employees
$
—
$
—
$
—
Employees — common stock
10.10
8.50
8.29
Overall weighted average
10.10
8.50
8.29
Options granted with an exercise price above market price on the date of grant:
Management employees
$
—
$
—
$
—
Employees — preferred stock
—
—
—
Overall weighted average
—
—
—
Total intrinsic value of options exercised
$
109,868
$
2,482
$
104,559
Senior Management Long-Term Incentive Compensation
The Board of Directors has established the long-term incentive compensation for the Company’s senior management to better align the interests of its senior management with those of its shareholders. The long-term compensation plan includes a combination of performance and non-performance-based grants of common stock from the shares of Company stock provided for issuance under the 2008 Equity Incentive Plan.
The non-performance-based stock grant rights, which are issued on January 1 of each year, vest in one-third increments at the end of each year over a three-year period. The number of non-performance-based stock grant rights issued on the first stock trading day of January 2025, 2024, and 2023, were 17,275 , 12,837 and 29,508 , respectively. These stock grant rights vest in one-third increments over the three-year periods ending December 31, 2027, 2026 and 2025, respectively. The total number of vested shares issued under prior years’ non-performance stock grant rights totaled 24,875 , 29,392 and 25,986 in the years ended December 31, 2025, 2024 and 2023, respectively. For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 423,923 , $ 412,520 and $ 366,058 in stock-based compensation expense, respectively, related to the incremental vesting of the non-performance stock grant rights.
The performance-based grants may be earned at the end of each year based upon the Company's three-year cumulative financial performance relative to three-year cumulative financial performance targets. The Company recognized $ 514,947 , $ 509,357 and $ 522,925 in stock-based compensation for the year ended December 31, 2025, 2024 and 2023, respectively, related to these grants.
A total of 35,981 stock grant rights were earned as of December 31, 2025, based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2025. The shares associated with these grants will be issued in 2026.
A total of 41,889 stock grant rights were earned as of December 31, 2024, based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three -year period ended December 31, 2024. The shares associated with these grants were issued in 2025.
A total of 26,742 stock grant rights were earned as of December 31, 2023, based upon the Company’s actual financial performance relative to the cumulative financial performance targets for the three-year period ended December 31, 2023. The shares associated with these grants were issued in 2024.
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Non-Executive Directors’ Share Plan
This stock grant plan provides part of the Directors’ remuneration. Under this plan, non-Executive Directors receive a combination of cash and common stock for their participation in Board meetings. The number of shares of common stock granted is calculated based upon the market price of the Company’s common stock on October 1 of the year preceding the grant. Common stock granted under this plan during the years ended December 31, 2025, 2024 and 2023, totaled 13,897 , 11,448 and 22,831 shares, respectively. The Company recognized stock-based compensation for these share grants of $ 372,752 , $ 333,140 and $ 341,394 for the years ended December 31, 2025, 2024 and 2023, respectively.
Other Stock Expense
In 2025, the Company issued 2,000 shares of its common stock for professional services at an expense to the Company of $ 69,440 .
16. Retirement benefits
Retirement plans are offered to all employees in California, Florida, Colorado, the Cayman Islands and The Bahamas. The plans are administered by third parties and are defined contribution plans pursuant to which the Company matches participating employees’ contributions up to certain amounts. The Company’s expense for these plans was $ 918,496 , $ 898,457 and $ 771,616 for the years ended December 31, 2025, 2024, and 2023, respectively.
17. Financial instruments
Credit risk:
The Company is not exposed to significant credit risk on its retail customer accounts as its policy is to cease supply of water to customers’ accounts that are more than 45 days overdue. The Company’s exposure to credit risk is concentrated on receivables from its bulk water, services, and manufacturing customers. The Company considers these receivables fully collectible and therefore has not recorded a material allowance for these receivables.
Interest rate risk:
The Company is not subject to significant interest rate risk arising from fluctuations in interest rates.
Foreign exchange risk:
All relevant foreign currencies other than the Mexican peso and the euro have been fixed to the dollar for more than 50 years and as a result, the Company does not employ a hedging strategy against exchange rate risk associated with the reporting in dollars. If any of these fixed exchange rates become a floating exchange rate or if any of the foreign currencies in which the Company conducts business depreciate significantly against the dollar, the Company’s consolidated results of operations could be adversely affected.
Fair values:
As of December 31, 2025 and 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 December 31, 2025 and 2024, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy.
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18. Commitments and contingencies
Commitments
The Company has entered into employment agreements with certain executives, which expire through December 31, 2028 and provide for, among other things, base annual salaries in an aggregate amount of approximately $ 5.4 million, performance bonuses and various employee benefits.
The Company has purchase obligations totaling approximately $ 10.9 million as of December 31, 2025.
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. In 2025, 2024, and 2023, the Company generated approximately 26 %, 24 % and 17 %, respectively, of its consolidated revenue and 39 %, 38 % and 26 %, 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.
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 the 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 $ 20.7 million and $ 28.4 million as of December 31, 2025 and 2024. Approximately 71 % and 81 % of the accounts receivable balances were delinquent as of those dates, respectively. As of February 28, 2026, this receivable amounted to $ 22.6 million, of which 75 % was delinquent.
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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 December 31, 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. Based upon the Company’s review of this Moody’s correspondence, the CW-Bahamas continues to believe that no material allowance for credit losses is required for CW-Bahamas’ accounts receivable from the WSC.
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 the 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.
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.
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19. Supplemental disclosure of cash flow information
Year Ended December 31,
2025
2024
2023
Interest paid in cash
$
4,420
$
8,479
$
21,417
Dividends declared but not paid
$
2,237,864
$
1,747,938
$
1,502,506
Transfers from inventory to property, plant and equipment and construction in progress
$
758,688
$
538,777
$
317,853
Transfers from construction in progress to property, plant and equipment
$
5,883,845
$
1,395,485
$
7,093,158
Right-of-use assets obtained in exchange for new operating lease liabilities
$
412,308
$
1,604,702
$
745,078
Transfers from prepaid expenses to property, plant and equipment
$
509,133
$
67,136
$
271,922
Transfers from prepaids to inventory
$
—
$
—
$
238,032
Expenditures for property, plant and equipment and construction in progress not yet paid
$
595,288
$
—
$
—
20. 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 Company adopted the standard as of December 31, 2025, including a recast of 2024 and 2023 information, by including the additional required disclosures within the notes to the consolidated financial statements. The adoption this guidance did not impact 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 amended ASU is effective on a prospective basis for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact of this guidance on its financial statements.
21. Subsequent events
The Company evaluated subsequent events through the time of the filing of its Annual Report on Form 10-K. Other than as disclosed in these consolidated financial statements, the Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its consolidated financial statements.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.