Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
December 31,
2026
2025
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$
132,629,006
$
123,788,390
Accounts receivable, net
28,627,416
32,768,537
Inventory
3,938,124
3,736,845
Prepaid expenses and other current assets
5,338,714
5,927,675
Contract assets
3,210,683
3,290,815
Current assets of discontinued operations
130,470
124,630
Total current assets
173,874,413
169,636,892
Property, plant and equipment, net
59,456,076
55,151,758
Construction in progress
4,084,969
6,695,656
Inventory, noncurrent
5,740,401
5,563,142
Investment in affiliates
1,110,504
1,186,849
Goodwill
12,861,404
12,861,404
Intangible assets, net
1,956,703
2,101,555
Operating lease right-of-use assets
2,744,138
2,930,441
Other assets
1,039,893
1,437,648
Total assets
$
262,868,501
$
257,565,345
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, accrued expenses and other current liabilities
$
10,596,335
$
9,620,880
Accrued compensation
2,742,935
3,039,142
Dividends payable
2,281,679
2,285,317
Current maturities of operating leases
769,837
661,047
Current portion of long-term debt
13,110
47,549
Contract liabilities
12,407,026
11,528,634
Deferred revenue
104,847
248,719
Current liabilities of discontinued operations
319,693
271,159
Total current liabilities
29,235,462
27,702,447
Long-term debt, noncurrent
2,875
25,954
Deferred tax liabilities
554,290
707,444
Noncurrent operating leases
1,999,465
2,297,161
Other liabilities
78,000
153,000
Total liabilities
31,870,092
30,886,006
Commitments and contingencies
Equity
Consolidated Water Co. Ltd. stockholders' equity
Redeemable preferred stock, $ 0.60 par value. Authorized 200,000 shares; issued and outstanding 47,734 and 39,507 shares, respectively
28,640
23,704
Common stock, $ 0.60 par value. Authorized 49,800,000 and 24,800,000 shares, respectively; issued and outstanding 16,000,190 and 15,945,233 shares, respectively
9,600,114
9,567,140
Additional paid-in capital
96,048,795
95,310,630
Retained earnings
119,965,649
116,749,048
Total Consolidated Water Co. Ltd. stockholders' equity
225,643,198
221,650,522
Non-controlling interests
5,355,211
5,028,817
Total equity
230,998,409
226,679,339
Total liabilities and equity
$
262,868,501
$
257,565,345
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue
$
32,870,362
$
33,591,079
$
62,844,062
$
67,306,464
Cost of revenue
21,906,973
20,759,094
40,964,660
42,168,192
Gross profit
10,963,389
12,831,985
21,879,402
25,138,272
General and administrative expenses
7,243,022
7,580,238
14,662,090
15,304,197
Gain (loss) on asset dispositions, net
24,319
32,017
( 32,886 )
60,452
Income from operations
3,744,686
5,283,764
7,184,426
9,894,527
Other income (expense):
Interest income
645,585
756,988
1,292,813
1,373,582
Interest expense
( 479 )
( 1,185 )
( 3,215 )
( 2,713 )
Equity in the earnings of affiliates
61,421
52,279
113,030
82,753
Other
24,112
12,100
67,577
55,451
Other income, net
730,639
820,182
1,470,205
1,509,073
Income before income taxes
4,475,325
6,103,946
8,654,631
11,403,600
Provision for income taxes
267,746
795,807
470,446
1,005,924
Net income from continuing operations
4,207,579
5,308,139
8,184,185
10,397,676
Income from continuing operations attributable to non-controlling interests
170,259
129,378
326,394
294,805
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
4,037,320
5,178,761
7,857,791
10,102,871
Net loss from discontinued operations
( 105,574 )
( 82,556 )
( 148,616 )
( 215,637 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
3,931,746
$
5,096,205
$
7,709,175
$
9,887,234
Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations
$
0.25
$
0.33
$
0.49
$
0.63
Discontinued operations
( 0.01 )
( 0.01 )
( 0.01 )
( 0.01 )
Basic earnings per share
$
0.25
$
0.32
$
0.48
$
0.62
Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders
Continuing operations
$
0.25
$
0.32
$
0.49
$
0.63
Discontinued operations
( 0.01 )
—
( 0.01 )
( 0.01 )
Diluted earnings per share
$
0.24
$
0.32
$
0.48
$
0.62
Dividends declared per common and redeemable preferred shares
$
0.14
$
0.14
$
0.28
$
0.25
Weighted average number of common shares used in the determination of:
Basic earnings per share
16,000,190
15,916,685
16,000,136
15,916,278
Diluted earnings per share
16,108,177
16,044,311
16,107,696
16,043,532
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Redeemable
Additional
Non-
Total
preferred stock
Common stock
paid-in
Retained
controlling
stockholders’
Shares
Dollars
Shares
Dollars
capital
earnings
interests
equity
Balance as of December 31, 2025
39,507
$
23,704
15,945,233
$
9,567,140
$
95,310,630
$
116,749,048
$
5,028,817
$
226,679,339
Issue of share capital
—
—
54,761
32,857
( 32,857 )
—
—
—
Conversion of preferred stock
( 196 )
( 117 )
196
117
—
—
—
—
Buyback of preferred stock
( 388 )
( 233 )
—
—
( 7,631 )
—
—
( 7,864 )
Net income
—
—
—
—
—
3,777,429
156,135
3,933,564
Dividends declared
—
—
—
—
—
( 2,246,985 )
—
( 2,246,985 )
Stock-based compensation
—
—
—
—
395,898
—
—
395,898
Balance as of March 31, 2026
38,923
23,354
16,000,190
9,600,114
95,666,040
118,279,492
5,184,952
228,753,952
Issue of share capital
9,071
5,442
—
—
( 5,442 )
—
—
—
Buyback of preferred stock
( 342 )
( 205 )
—
—
( 5,604 )
—
—
( 5,809 )
Net income
—
—
—
—
—
3,931,746
170,259
4,102,005
Exercise of options
82
49
—
—
2,011
—
—
2,060
Dividends declared
—
—
—
—
—
( 2,245,589 )
—
( 2,245,589 )
Stock-based compensation
—
—
—
—
391,790
—
—
391,790
Balance as of June 30, 2026
47,734
$
28,640
16,000,190
$
9,600,114
$
96,048,795
$
119,965,649
$
5,355,211
$
230,998,409
6
Table of Contents
Redeemable
Additional
Non-
Total
preferred stock
Common stock
paid-in
Retained
controlling
stockholders’
Shares
Dollars
Shares
Dollars
capital
earnings
interests
equity
Balance as of December 31, 2024
44,004
$
26,402
15,846,345
$
9,507,807
$
93,550,905
$
106,875,581
$
5,348,952
$
215,309,647
Issue of share capital
—
—
66,764
40,058
( 40,058 )
—
—
—
Conversion of preferred stock
( 2,486 )
( 1,492 )
2,486
1,492
—
—
—
—
Buyback of preferred stock
( 688 )
( 412 )
—
—
( 9,727 )
—
—
( 10,139 )
Net income
—
—
—
—
—
4,791,029
165,427
4,956,456
Exercise of options
—
—
1,090
654
12,793
13,447
Dividends declared
—
—
—
—
—
( 1,757,183 )
—
( 1,757,183 )
Stock-based compensation
—
—
—
—
299,371
—
—
299,371
Balance as of March 31, 2025
40,830
24,498
15,916,685
9,550,011
93,813,284
109,909,427
5,514,379
218,811,599
Issue of share capital
8,534
5,120
—
—
( 5,120 )
—
—
—
Buyback of preferred stock
( 69 )
( 41 )
—
—
( 1,530 )
—
—
( 1,571 )
Net income
—
—
—
—
—
5,096,205
129,378
5,225,583
Exercise of options
549
329
—
—
9,894
—
—
10,223
Dividends declared
—
—
—
—
—
( 2,234,434 )
—
( 2,234,434 )
Stock-based compensation
—
—
—
—
396,040
—
—
396,040
Balance as of June 30, 2025
49,844
$
29,906
15,916,685
$
9,550,011
$
94,212,568
$
112,771,198
$
5,643,757
$
222,207,440
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
CONSOLIDATED WATER CO. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
2026
2025
Cash flows from operating activities
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
7,709,175
$
9,887,234
Income from continuing operations attributable to non-controlling interests
326,394
294,805
Net income
8,035,569
10,182,039
Adjustments to reconcile net income to net cash provided by operating activities:
Foreign currency transaction adjustment - discontinued operations
—
248
Loss from discontinued operations
148,616
215,389
Depreciation and amortization
3,532,983
3,400,039
Deferred income tax benefit
( 153,154 )
( 237,687 )
Provision for (benefit from) credit losses
( 32,252 )
405,533
Amortization of operating lease right-of-use assets
330,876
313,854
Compensation expense relating to stock and stock option grants
787,688
695,411
(Gain) loss on asset dispositions, net
32,886
( 60,452 )
Equity in earnings of affiliates
( 113,030 )
( 82,753 )
Distribution of earnings from OC-BVI
189,375
272,700
Change in:
Accounts receivable
4,173,373
( 2,752,672 )
Contract assets
80,132
( 1,288,787 )
Inventory
( 698,058 )
2,204,575
Prepaid expenses and other assets
890,957
1,425,094
Accounts payable, accrued expenses and other current liabilities
1,409,231
3,074,188
Accrued compensation
( 296,207 )
( 527,635 )
Contract liabilities
878,392
3,772,012
Operating lease liabilities
( 333,479 )
( 316,457 )
Deferred revenue
( 143,872 )
250,677
Other liabilities
( 75,000 )
—
Net cash provided by operating activities - continuing operations
18,645,026
20,945,316
Net cash used in operating activities - discontinued operations
( 73,751 )
( 422,311 )
Net cash provided by operating activities
18,571,275
20,523,005
Cash flows from investing activities
Additions to property, plant and equipment and construction in progress
( 5,194,216 )
( 4,215,997 )
Proceeds from asset dispositions
61,071
38,986
Net cash used in investing activities
( 5,133,145 )
( 4,177,011 )
Cash flows from financing activities
Dividends paid to common shareholders
( 4,485,232 )
( 3,494,871 )
Dividends paid to preferred shareholders
( 10,980 )
( 9,331 )
Buyback of redeemable preferred stock
( 13,673 )
( 11,710 )
Proceeds received from exercise of stock options
2,060
23,670
Principal repayments on long-term debt
( 57,518 )
( 74,141 )
Net cash used in financing activities
( 4,565,343 )
( 3,566,383 )
Net increase in cash and cash equivalents
8,872,787
12,779,611
Cash and cash equivalents at beginning of period
123,788,390
99,350,121
Cash and cash equivalents at beginning of period - discontinued operations
13,776
127,859
Less: cash and cash equivalents at end of period - discontinued operations
( 45,947 )
( 10,992 )
Cash and cash equivalents at end of period
$
132,629,006
$
112,246,599
Non-cash transactions:
Dividends declared but not paid
$
2,246,709
$
2,235,314
Transfers from inventory to property, plant and equipment and construction in progress
$
319,520
$
289,589
Transfers from construction in progress to property, plant and equipment
$
7,197,487
$
2,251,146
Right-of-use assets obtained in exchange for new operating lease liabilities
$
144,573
$
412,308
Transfers from prepaid expenses to property, plant and equipment
$
6,082
$
509,333
Expenditures for property, plant and equipment and construction in progress not yet paid
$
103,667
$
663,787
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Table of Contents
CONSOLIDATED WATER CO. LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Principal activity
Consolidated Water Co. Ltd. and its subsidiaries (collectively, the “Company”) supply potable water, treat wastewater and water for reuse, and provide water-related products and services to customers in the Cayman Islands, The Bahamas, the United States and the British Virgin Islands. The Company produces potable water from seawater using reverse osmosis technology and sells this water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The Company designs, constructs and sells water production and water treatment infrastructure and manages water infrastructure for commercial and governmental customers. The Company also manufactures a wide range of specialized and custom water industry related products and provides design, engineering, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment.
2. Accounting policies
Basis of consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. (“Aerex”), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”), DesalCo Limited (“DesalCo”), Kalaeloa Desalco LLC (“Kalaeloa Desalco”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), PERC Water Corporation ("PERC") and Ramey Environmental Compliance, Inc. (“REC”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), and Aguas de Rosarito S.A.P.I. de C.V. (“AdR”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.
The accompanying interim condensed consolidated financial statements are unaudited. These condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) that, in the opinion of management, are necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows as of and for the periods presented. The consolidated results of operations for these interim periods are not necessarily indicative of the operating results for future periods, including the fiscal year ending December 31, 2026.
These condensed consolidated financial statements and notes are presented in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) relating to interim financial statements and in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted in these condensed consolidated financial statements pursuant to SEC rules and regulations, although the Company believes that the disclosures made herein are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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 $ 16,866 and $ 16,345 for the three months ended June 30, 2026 and 2025, respectively, and $ 51,702 and $ 45,987 for the six months ended June 30, 2026 and 2025 and are included in “Other income (expense) - Other” in the accompanying condensed consolidated statements of income.
9
Table of Contents
Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks, certificates of deposit at banks with original maturity of three months or less and a money market fund with a brokerage firm. Cash and cash equivalents as of June 30, 2026 and December 31, 2025 include $ 17.2 million and $ 17.0 million, respectively, of certificates of deposits with original maturities of three months or less and $ 18.4 million and $ 18.1 million, respectively, in the money market fund.
Certain transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of The Bahamas. The equivalent United States dollar cash balances held in The Bahamas as of June 30, 2026 and December 31, 2025 were approximately $ 18.8 million and $ 12.0 million, respectively.
Goodwill and intangible assets: Goodwill represents the excess cost of an acquired business over the fair value of the assets and liabilities of the acquired business as of the date of acquisition. Goodwill and intangible assets recorded as a result of a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or upon the identification of a triggering event. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units for goodwill impairment testing purposes, which consist of Cayman Water, the bulk segment (which is comprised of CW-Bahamas and OC-Cayman), PERC, REC, and the manufacturing segment (i.e., Aerex), and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares these fair values to the carrying amounts of the reporting units. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded.
For the year ended December 31, 2025, the Company elected to assess qualitative factors to determine whether it was necessary to perform quantitative goodwill impairment testing 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 information. 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.
Income taxes: The Company accounts for the income taxes arising from the operations of its United States subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized.
The Company is not presently subject to income taxes in the other countries in which it operates.
Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
10
Table of Contents
The following table presents the Company’s revenue disaggregated by revenue source.
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Retail revenue
$
8,660,947
$
8,638,026
$
17,238,005
$
18,049,368
Bulk revenue
9,934,060
8,274,816
18,678,829
16,686,532
Services revenue
11,585,573
11,448,202
22,836,917
21,526,470
Manufacturing revenue
2,689,782
5,230,035
4,090,311
11,044,094
Total revenue
$
32,870,362
$
33,591,079
$
62,844,062
$
67,306,464
Services revenue consists of the following:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Construction revenue
$
5,338,043
$
2,825,935
$
7,439,180
$
5,044,167
Operations and maintenance revenue
6,044,002
8,255,408
14,932,460
15,980,704
Design and consulting revenue
203,528
366,859
465,277
501,599
Total services revenue
$
11,585,573
$
11,448,202
$
22,836,917
$
21,526,470
Retail revenue
The Company produces and supplies water to end-users, including residential, commercial and governmental customers in the Cayman Islands under an exclusive water production and supply concession and water utility license issued to Cayman Water by the Cayman Islands government and the Utilities Regulation and Competition Office (“OfReg”), respectively, 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 three 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 islands of New Providence and Cat Island.
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.
11
Table of Contents
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 provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands.
The Company, through Aerex, is a custom and specialty manufacturer of systems and products applicable to commercial, municipal and industrial water production and treatment. Substantially all of Aerex’s customers are U.S. companies.
Kalaeloa Desalco has signed a contract with the Honolulu Board of Water Supply pursuant to which it presently expects to construct and operate a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii.
The Company generates construction, operations and maintenance, design and consulting revenue from PERC and DesalCo; 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 comprise of estimated total contract costs. Due to the extended time it may take to complete many of the Company’s contracts and the scope and nature of the work required to be performed on those contracts, the estimations of total revenue and costs at completion are complicated and subject to many variables and, accordingly, are subject to changes. When adjustments in estimated total contract revenue or estimated total contract costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any contract assets are classified as current assets. Contract liabilities on uncompleted contracts, if any, are classified as current liabilities.
The Company has elected the “right to invoice” practical expedient for revenue recognition on its operations and maintenance and consulting contracts and recognizes revenue in the amount to which the Company has a right to invoice, recognizing this revenue from the transfer of goods or services to customers during the billing cycle.
12
Table of Contents
For the three and six months ended June 30, 2026 and 2025, the Company recognized all of its manufacturing revenue from the transfer of goods or services to customers over time. The following table presents the services revenue recognized from the transfer of goods or services to customers over time and when invoiced under the right to invoice practical expedient:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue recognized over time
$
5,373,750
$
3,104,731
$
7,583,913
$
5,284,992
Revenue recognized when invoiced
6,211,823
8,343,471
15,253,004
16,241,478
Total services revenue
$
11,585,573
$
11,448,202
$
22,836,917
$
21,526,470
Revenue recognized and amounts billed on contracts in progress are summarized as follows:
June 30,
December 31,
2026
2025
Revenue recognized to date on contracts in progress
$
117,595,070
$
127,237,229
Amounts billed to date on contracts in progress
( 128,609,583 )
( 138,121,977 )
Retainage
1,818,170
2,646,929
Net contract liability
$
( 9,196,343 )
$
( 8,237,819 )
The above net balances are reflected in the accompanying condensed consolidated balance sheets as follows:
June 30,
December 31,
2026
2025
Contract assets
$
3,210,683
$
3,290,815
Contract liabilities
( 12,407,026 )
( 11,528,634 )
Net contract liability
$
( 9,196,343 )
$
( 8,237,819 )
As of June 30, 2026, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 144.8 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 $ 11.2 million during the remainder of the year ending December 31, 2026 and approximately $ 133.6 million thereafter . In addition, the Company recognized revenue of approximately $ 1.2 million for the six months ended June 30, 2026, that was included in the contract liability balance as of December 31, 2025.
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.
3. Segment information
The Company has five reportable segments: retail, bulk, services, manufacturing and corporate. The retail segment operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman pursuant to an exclusive water production and supply concession and water utility license issued to Cayman Water by the Cayman Islands government and OfReg, respectively. 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.
13
Table of Contents
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.
The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins.
The following sets forth the Company’s income statements by segment.
Three Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
8,660,947
$
9,934,060
$
11,585,573
$
2,689,782
$
—
$
32,870,362
Cost of revenue
3,805,970
6,722,244
9,686,546
1,692,213
—
21,906,973
Gross profit
4,854,977
3,211,816
1,899,027
997,569
—
10,963,389
General and administrative expenses
899,499
340,147
1,474,321
519,072
4,009,983
7,243,022
Gain (loss) on asset dispositions, net
24,589
—
( 270 )
—
—
24,319
Income (loss) from operations
3,980,067
2,871,669
424,436
478,497
( 4,009,983 )
3,744,686
Interest income
28,819
184,812
245,179
—
186,775
645,585
Interest expense
—
—
( 237 )
—
( 242 )
( 479 )
Income (loss) from affiliates
—
—
—
( 429 )
61,850
61,421
Other
17,203
6,222
384
90
213
24,112
Other income (loss), net
46,022
191,034
245,326
( 339 )
248,596
730,639
Income (loss) before income taxes
4,026,089
3,062,703
669,762
478,158
( 3,761,387 )
4,475,325
Provision for income taxes
—
—
164,460
103,286
—
267,746
Net income (loss) from continuing operations
4,026,089
3,062,703
505,302
374,872
( 3,761,387 )
4,207,579
Income from continuing operations attributable to non-controlling interests
—
170,259
—
—
—
170,259
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
4,026,089
$
2,892,444
$
505,302
$
374,872
$
( 3,761,387 )
4,037,320
Net loss from discontinued operations
( 105,574 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
3,931,746
14
Table of Contents
Three Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
8,638,026
$
8,274,816
$
11,448,202
$
5,230,035
$
—
$
33,591,079
Cost of revenue
3,775,758
5,738,907
8,056,883
3,187,546
—
20,759,094
Gross profit
4,862,268
2,535,909
3,391,319
2,042,489
—
12,831,985
General and administrative expenses
985,617
394,750
1,993,042
530,552
3,676,277
7,580,238
Gain on asset dispositions, net
840
—
31,177
—
—
32,017
Income (loss) from operations
3,877,491
2,141,159
1,429,454
1,511,937
( 3,676,277 )
5,283,764
Interest income
45,049
227,470
261,335
1
223,133
756,988
Interest expense
—
—
( 1,185 )
—
—
( 1,185 )
Income (loss) from affiliate
—
—
—
( 259 )
52,538
52,279
Other
7,395
6,942
( 1,996 )
90
( 331 )
12,100
Other income, net
52,444
234,412
258,154
( 168 )
275,340
820,182
Income (loss) before income taxes
3,929,935
2,375,571
1,687,608
1,511,769
( 3,400,937 )
6,103,946
Provision (benefit) for income taxes
—
—
414,180
381,627
—
795,807
Net income (loss) from continuing operations
3,929,935
2,375,571
1,273,428
1,130,142
( 3,400,937 )
5,308,139
Income from continuing operations attributable to non-controlling interests
—
129,378
—
—
—
129,378
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
3,929,935
$
2,246,193
$
1,273,428
$
1,130,142
$
( 3,400,937 )
5,178,761
Net loss from discontinued operations
( 82,556 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
5,096,205
The Company’s cost of revenue consists of:
Three Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
—
$
5,695,513
$
936,861
$
—
$
6,632,374
Employee costs
839,289
498,755
3,629,642
570,508
—
5,538,194
Electricity
1,221,993
1,052,291
13,725
12,169
—
2,300,178
Fuel oil
—
3,133,366
—
—
—
3,133,366
Depreciation
653,116
766,520
106,954
76,814
—
1,603,404
Maintenance
233,542
334,914
141,964
67,784
—
778,204
Insurance
181,101
323,492
18,577
—
—
523,170
Retail license royalties
550,265
—
—
—
—
550,265
Other
126,664
612,906
80,171
28,077
—
847,818
$
3,805,970
$
6,722,244
$
9,686,546
$
1,692,213
$
—
$
21,906,973
Three Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
—
$
3,633,272
$
2,435,559
$
—
$
6,068,831
Employee costs
761,403
518,088
4,160,205
608,921
—
6,048,617
Electricity
1,156,000
1,064,256
35,329
11,561
—
2,267,146
Fuel oil
—
1,842,264
—
—
—
1,842,264
Depreciation
621,297
692,319
93,095
36,455
—
1,443,166
Maintenance
320,220
637,300
78,677
67,403
—
1,103,600
Insurance
174,656
405,169
21,278
—
—
601,103
Retail license royalties
553,400
—
—
—
—
553,400
Other
188,782
579,511
35,027
27,647
—
830,967
$
3,775,758
$
5,738,907
$
8,056,883
$
3,187,546
$
—
$
20,759,094
Cost of revenue segment expenses set forth in the “Other” category above primarily include chemicals and other supplies, government fees and licenses, and freight costs.
15
Table of Contents
The Company’s general and administrative expenses consist of:
Three Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
462,030
$
92,355
$
968,512
$
310,232
$
2,118,294
$
3,951,423
Professional fees
12,374
25,308
62,284
3,989
704,774
808,729
Insurance
107,342
96,570
9,202
63,784
224,812
501,710
Depreciation and amortization
12,054
6,312
62,751
26,667
22,251
130,035
Other
305,699
119,602
371,572
114,400
939,852
1,851,125
$
899,499
$
340,147
$
1,474,321
$
519,072
$
4,009,983
$
7,243,022
Three Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
390,735
$
90,072
$
1,290,094
$
297,007
$
2,089,738
$
4,157,646
Professional fees
12,287
19,587
176,093
24,152
621,134
853,253
Insurance
104,977
96,818
34,225
74,751
221,051
531,822
Depreciation and amortization
10,268
5,091
161,104
26,059
16,967
219,489
Other
467,350
183,182
331,526
108,583
727,387
1,818,028
$
985,617
$
394,750
$
1,993,042
$
530,552
$
3,676,277
$
7,580,238
General and administrative segment expenses set forth in the “Other” category above primarily include Board of Directors fees and expenses, maintenance, office rent, information technology costs, provisions for credit losses and investor relations costs.
Six Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
17,238,005
$
18,678,829
$
22,836,917
$
4,090,311
$
—
$
62,844,062
Cost of revenue
7,448,127
12,458,230
18,113,702
2,944,601
—
40,964,660
Gross profit
9,789,878
6,220,599
4,723,215
1,145,710
—
21,879,402
General and administrative expenses
1,802,106
744,370
3,260,317
1,004,980
7,850,317
14,662,090
Gain (loss) on asset dispositions, net
( 52,165 )
—
19,279
—
—
( 32,886 )
Income (loss) from operations
7,935,607
5,476,229
1,482,177
140,730
( 7,850,317 )
7,184,426
Interest income
75,052
362,319
485,054
1
370,387
1,292,813
Interest expense
—
—
( 2,973 )
—
( 242 )
( 3,215 )
Income (loss) from affiliates
—
—
—
( 9,062 )
122,092
113,030
Other
43,061
16,245
385
7,558
328
67,577
Other income (loss), net
118,113
378,564
482,466
( 1,503 )
492,565
1,470,205
Income (loss) before income taxes
8,053,720
5,854,793
1,964,643
139,227
( 7,357,752 )
8,654,631
Provision (benefit) for income taxes
—
—
480,509
( 10,063 )
—
470,446
Net income (loss) from continuing operations
8,053,720
5,854,793
1,484,134
149,290
( 7,357,752 )
8,184,185
Income from continuing operations attributable to non-controlling interests
—
326,394
—
—
—
326,394
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
8,053,720
$
5,528,399
$
1,484,134
$
149,290
$
( 7,357,752 )
7,857,791
Net loss from discontinued operations
( 148,616 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
7,709,175
16
Table of Contents
Six Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Revenue
$
18,049,368
$
16,686,532
$
21,526,470
$
11,044,094
$
—
$
67,306,464
Cost of revenue
7,481,821
11,322,996
16,118,760
7,244,615
—
42,168,192
Gross profit
10,567,547
5,363,536
5,407,710
3,799,479
—
25,138,272
General and administrative expenses
1,774,429
740,831
4,188,380
1,194,630
7,405,927
15,304,197
Gain on asset dispositions, net
30,816
—
29,636
—
—
60,452
Income (loss) from operations
8,823,934
4,622,705
1,248,966
2,604,849
( 7,405,927 )
9,894,527
Interest income
77,915
431,573
404,654
2
459,438
1,373,582
Interest expense
—
—
( 2,713 )
—
—
( 2,713 )
Income from affiliates
—
—
—
( 34,263 )
117,016
82,753
Other
35,703
21,875
( 1,960 )
164
( 331 )
55,451
Other income, net
113,618
453,448
399,981
( 34,097 )
576,123
1,509,073
Income (loss) before income taxes
8,937,552
5,076,153
1,648,947
2,570,752
( 6,829,804 )
11,403,600
Provision for income taxes
—
—
378,287
627,637
—
1,005,924
Net income (loss) from continuing operations
8,937,552
5,076,153
1,270,660
1,943,115
( 6,829,804 )
10,397,676
Income from continuing operations attributable to non-controlling interests
—
294,805
—
—
—
294,805
Net income (loss) from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
8,937,552
$
4,781,348
$
1,270,660
$
1,943,115
$
( 6,829,804 )
10,102,871
Net income from discontinued operations
( 215,637 )
Net income attributable to Consolidated Water Co. Ltd. stockholders
$
9,887,234
The Company’s cost of revenue consists of:
Six Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
28,750
$
9,539,528
$
1,423,663
$
—
$
10,991,941
Employee costs
1,633,426
962,665
7,879,037
1,122,036
—
11,597,164
Electricity
2,371,179
2,103,363
41,901
22,455
—
4,538,898
Fuel oil
—
4,975,131
—
—
—
4,975,131
Depreciation
1,299,367
1,516,859
214,481
152,344
—
3,183,051
Maintenance
419,376
1,054,880
274,835
157,664
—
1,906,755
Insurance
365,671
632,629
36,547
—
—
1,034,847
Retail license royalties
1,083,877
—
—
—
—
1,083,877
Other
275,231
1,183,953
127,373
66,439
—
1,652,996
$
7,448,127
$
12,458,230
$
18,113,702
$
2,944,601
$
—
$
40,964,660
Six Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Subcontractor and other project costs
$
—
$
—
$
7,090,674
$
5,719,701
$
—
$
12,810,375
Employee costs
1,519,271
1,061,388
8,430,568
1,198,142
—
12,209,369
Electricity
2,329,586
2,107,642
68,356
22,364
—
4,527,948
Fuel oil
—
3,662,320
—
—
—
3,662,320
Depreciation
1,235,181
1,381,835
183,693
75,317
—
2,876,026
Maintenance
540,845
1,038,942
206,194
167,358
—
1,953,339
Insurance
346,190
856,776
47,562
—
—
1,250,528
Retail license royalties
1,151,486
—
—
—
—
1,151,486
Other
359,262
1,214,093
91,713
61,733
—
1,726,801
$
7,481,821
$
11,322,996
$
16,118,760
$
7,244,615
$
—
$
42,168,192
Cost of revenue segment expenses set forth in the “Other” category above primarily include chemicals and other supplies, government fees and licenses, and freight costs.
17
Table of Contents
The Company’s general and administrative expenses consist of:
Six Months Ended June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
917,364
$
181,741
$
2,161,997
$
611,504
$
4,276,339
$
8,148,945
Professional fees
24,548
44,599
240,814
35,789
1,340,554
1,686,304
Insurance
233,458
193,787
42,863
125,431
436,024
1,031,563
Depreciation and amortization
22,929
11,821
127,400
53,992
44,113
260,255
Other
603,807
312,422
687,243
178,264
1,753,287
3,535,023
$
1,802,106
$
744,370
$
3,260,317
$
1,004,980
$
7,850,317
$
14,662,090
Six Months Ended June 30, 2025
Retail
Bulk
Services
Manufacturing
Corporate
Total
Employee costs
$
771,595
$
178,881
$
2,292,473
$
638,567
$
4,263,025
$
8,144,541
Professional fees
27,449
40,852
516,093
91,714
1,245,824
1,921,932
Insurance
208,848
193,827
71,325
159,560
436,000
1,069,560
Depreciation and amortization
20,848
10,418
316,795
52,238
34,038
434,337
Other
745,689
316,853
991,694
252,551
1,427,040
3,733,827
$
1,774,429
$
740,831
$
4,188,380
$
1,194,630
$
7,405,927
$
15,304,197
General and administrative segment expenses set forth in the “Other” category above primarily include Board of Directors fees and expenses, maintenance, office rent, information technology costs, provisions for credit losses and investor relations costs.
The Company’s segment assets are presented below.
As of June 30, 2026
Retail
Bulk
Services
Manufacturing
Corporate
Total
Cash and cash equivalents
$
18,235,488
$
29,204,272
$
50,839,226
$
7,746,078
$
26,603,942
$
132,629,006
Accounts receivable, net
$
3,387,398
$
18,991,018
$
4,716,648
$
1,504,678
$
27,674
$
28,627,416
Inventory, current and non-current
$
3,504,917
$
5,353,438
$
118,564
$
701,606
$
—
$
9,678,525
Contract assets
$
—
$
—
$
1,730,196
$
1,480,487
$
—
$
3,210,683
Property, plant and equipment, net
$
31,856,818
$
21,047,548
$
1,489,340
$
4,874,576
$
187,794
$
59,456,076
Construction in progress
$
3,830,127
$
15,992
$
—
$
238,850
$
—
$
4,084,969
Intangibles, net
$
—
$
—
$
1,528,924
$
427,779
$
—
$
1,956,703
Goodwill
$
1,170,511
$
1,948,875
$
7,756,807
$
1,985,211
$
—
$
12,861,404
Total segment assets
$
63,430,680
$
77,257,158
$
72,585,380
$
19,427,647
$
30,037,166
$
262,738,031
Assets of discontinued operations
$
130,470
Total assets
$
262,868,501
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
4. Earnings per share
Earnings per share (“EPS”) is computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential
18
Table of Contents
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:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders
$
4,037,320
$
5,178,761
$
7,857,791
$
10,102,871
Less: preferred stock dividends
( 6,683 )
( 6,978 )
( 12,132 )
( 11,469 )
Net income from continuing operations available to common shares in the determination of basic earnings per common share
4,030,637
5,171,783
7,845,659
10,091,402
Loss from discontinued operations
( 105,574 )
( 82,556 )
( 148,616 )
( 215,637 )
Net income available to common shares in the determination of basic earnings per common share
$
3,925,063
$
5,089,227
$
7,697,043
$
9,875,765
Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
16,000,190
15,916,685
16,000,136
15,916,278
Plus:
Weighted average number of preferred shares outstanding during the period
40,749
42,510
40,004
42,114
Potential dilutive effect of unexercised options and unvested stock grants
67,238
85,116
67,556
85,140
Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders
16,108,177
16,044,311
16,107,696
16,043,532
5. Discontinued operations - Mexico project development
In 2010, the Company began the pursuit, through its Netherlands subsidiary, CW-Cooperatief, and its Mexico subsidiary, NSC, of a project (the “Project”) that encompassed the construction, operation and minority ownership of a 100 million gallons per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $ 21.1 million on which the proposed Project’s plant was to be constructed.
In November 2015, the State of Baja California (the “State”) officially commenced a public tender for the Project, and in June 2016 a consortium comprised of NSC and two other parties was selected by the State as the winner of the tender process for the Project. Shortly thereafter, NSC formed its wholly owned subsidiary, AdR, to pursue the completion of the Project.
Following a public tender process for the Project in which NSC and its consortium were declared the winners, in August 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 APP Contract further provided that AdR would operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase.
19
Table of Contents
In June 2020, AdR received a letter from CEA and CESPT terminating the APP Contract.
CW-Cooperatief, as a Netherlands company, had certain rights relating to its investments in NSC and AdR under the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the United Mexican States entered into force as of October 1, 1999 (the “Treaty”). In February 2022, CW-Cooperatief filed a Request for Arbitration with the International Centre for Settlement of International Disputes (“ICSID”) requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$ 51 million plus MXN$ 137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest.
In May 2024, the Company, through CW-Cooperatief, NSC, and AdR, entered into a settlement agreement (the “Settlement Agreement”) with the State and Banco Nacional de Obras y Servicios Públicos, S.N.C., as trustee under the trust agreement for the trust named Fondo Nacional de Infraestructura (the “Trust”). Under the Settlement Agreement, CW-Cooperatief requested that ICSID discontinue the arbitration and on May 31, 2024, ICSID issued an order discontinuing the arbitration. Pursuant to the Settlement Agreement, the Trust purchased the 20.1 hectares of land on which the Project’s plant was to be constructed, including related rights of way (the “Land”), on an “as-is” basis, from NSC for MXN$ 596,144,000 . The sale of the Land to the Trust was closed on June 14, 2024 at which time the MXN$ 596,144,000 was paid to the Company and converted at the prevailing exchange rate on that date into US$ 31,959,685 .
In connection with the Settlement Agreement on June 14, 2024, the State also paid NSC MXN$ 20,000,000 to purchase certain documentation owned by NSC relating to the Project.
As a result of the Settlement Agreement: (i) the parties have been released from all obligations owed to each other in connection with the APP Contract and the arbitration; and (ii) no party to the Settlement Agreement may institute any legal proceedings against another party thereto with respect to the matters which have been addressed by the Settlement Agreement.
Summarized financial information for the discontinued Mexico project development operation is as follows:
June 30,
December 31,
2026
2025
Cash
$
45,947
$
13,776
Prepaid expenses and other current assets
84,523
110,854
Total assets of discontinued operations
$
130,470
$
124,630
Total liabilities of discontinued operations
$
319,693
$
271,159
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Loss from discontinued operations
$
( 105,574 )
$
( 82,556 )
$
( 148,616 )
$
( 215,637 )
6. Leases
The Company’s leases consist principally of leases for office and warehouse space. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of the lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of the lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the Company’s current leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at the lease commencement.
These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain
20
Table of Contents
renewal or purchase obligations, of twelve months or less in its condensed consolidated balance sheets for all classes of underlying assets. Lease costs for such short-term leases are expensed on a straight-line basis over the lease term.
All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the condensed consolidated balance sheet date.
Lease assets and liabilities
The following table presents the lease-related assets and liabilities and their respective classification on the condensed consolidated balance sheets:
June 30,
December 31,
2026
2025
ASSETS
Noncurrent
Operating lease right-of-use assets
$
2,744,138
$
2,930,441
Total operating lease right-of-use assets
$
2,744,138
$
2,930,441
LIABILITIES
Current
Current maturities of operating leases
$
769,837
$
661,047
Noncurrent
Noncurrent operating leases
1,999,465
2,297,161
Total lease liabilities
$
2,769,302
$
2,958,208
Weighted average remaining lease term:
Operating leases
3.8 years
4.2 years
Weighted average discount rate:
Operating leases
6.55 %
6.55 %
The components of lease costs were as follows:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Operating lease costs
$
226,220
$
219,578
$
435,791
$
427,133
Short-term lease costs
62,900
100,303
120,652
199,328
Lease costs - discontinued operations
1,167
1,921
2,343
4,618
Total lease costs
$
290,287
$
321,802
$
558,786
$
631,079
Supplemental cash flow information related to leases is as follows:
Six Months Ended June 30,
2026
2025
Cash paid for amounts included in measurement of liabilities:
Operating cash outflows for operating leases
$
506,879
$
453,172
21
Table of Contents
Future lease payments relating to the Company’s operating lease liabilities from continuing operations as of June 30, 2026 were as follows:
Years ending December 31,
Total
2026
$
484,371
2027
903,681
2028
837,819
2029
546,333
2030
302,193
Thereafter
76,064
Total future lease payments
3,150,461
Less: imputed interest
( 381,159 )
Total lease obligations
2,769,302
Less: current obligations
( 769,837 )
Noncurrent lease obligations
$
1,999,465
7. Fair value
As of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy.
8 . Commitments and contingencies
Cayman Water
Prior to the License Date (as defined below), Cayman Water’s retail operations sold water 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. For the three months ended June 30, 2026 and 2025, the Company generated approximately 26 % and 26 %, respectively, of its consolidated revenue and 44 % and 38 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 License. For the six months ended June 30, 2026 and 2025, the Company generated approximately 27 % and 27 %, respectively, of its consolidated revenue and 45 % and 42 %, 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 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, and 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.
On February 18, 2025, Cayman Water received a concession from the Cayman Islands government that authorized and maintained the terms of the 1990 License until a new license was negotiated and enacted.
In 2016, the Cayman Islands government passed legislation creating OfReg, which is an independent and accountable regulatory body charged with protecting the rights of consumers, encouraging affordable utility services and promoting competition. Supplemental legislation passed in April 2017 transferred responsibility for the economic regulation of the water utility sector, including the negotiations with the Company for a new retail license, to OfReg. The Company began negotiations with OfReg in 2017, which negotiations continued until the issuance of the License (as defined below).
22
Table of Contents
The Company had previously disclosed that OfReg and its predecessor informed the Company during the negotiations that the Cayman Islands government sought to restructure the terms of the license in a manner that could significantly reduce the operating income and cash flows the Company historically generated from the 1990 License.
On June 18, 2026, OfReg notified Cayman Water that, at a meeting held on June 11, 2026, the OfReg Board of Directors had approved the issuance to Cayman Water of a new license (the “License”) to produce and distribute potable water within its licensed service area (the “License Area”). The License has a stated commencement date of August 1, 2026 (the “License Date”) and, subject to its terms and conditions, continues for a period of 25 years from the License Date. The License establishes a long-term regulatory framework for Cayman Water’s retail water operations in the License Area following an extended period of uncertainty and negotiations with OfReg. Subject to the terms and conditions of the License, Cayman Water has the exclusive right to produce, distribute and sell potable water within the License Area during the license term, and the License requires Cayman Water to carry on the business normally conducted by a water utility in the License Area throughout the term of the License, using its best efforts to maintain sufficient water production capacities and distribution capabilities, and to plan for, serve and extend service to applicants in the License Area, subject to the terms of the License.
The License provides that Cayman Water’s base rates, monthly meter rental fees and certain other rates and charges will be as set forth in the License. Effective on the License Date, the base rates for water sold to consumers by Cayman Water in the License Area will be CI$ 16.23 per 1,000 gallons for the first 3,000 gallons supplied in any month to residential consumers, CI$ 21.21 per 1,000 gallons for residential consumption above 3,000 gallons, CI$ 19.90 per 1,000 gallons for the first 3,000 gallons supplied in any month to commercial consumers, CI$ 21.21 per 1,000 gallons for commercial consumption above 3,000 gallons, CI$ 17.77 per 1,000 gallons for the first 3,000 gallons supplied in any month to public authority consumers, CI$ 19.01 per 1,000 gallons for public authority consumption above 3,000 gallons and CI$ 13.32 per 1,000 gallons for trucked water consumers. The License also provides for monthly meter rental fees based on meter size, as well as annual adjustments to base rates and certain fees, effective each July 1 following the License Date, in accordance with the rate cap adjustment mechanism described in the License, subject to OfReg verification and approval requirements. The exchange rate for conversion of Cayman Islands dollars (CI$) into United States dollars (US$), as determined by the Cayman Islands Monetary Authority, has been fixed since April 1974 at US$ 1.20 per CI$1.00.
In addition to base rates and monthly meter rental fees, the License permits Cayman Water to recover from consumers, through a separate energy cost charge, the reasonable cost of electricity used to produce and distribute water, subject to an efficiency-based mechanism that limits recovery when specific energy consumption exceeds the maximum acceptable amount set forth in the License and shares certain efficiency savings with consumers when specific energy consumption is below the target level set forth in the License. The License also contemplates statutory fee and regulatory fee charges as separate pass-through charges to consumers; however, those fees have not yet been prescribed by the Cayman Islands Parliament.
The License contains customary regulatory provisions for Cayman Water’s water utility operations, including provisions relating to renewal, modification, assignability, revocation or suspension, accounts and financial reporting, regulatory access to information, design and construction of new works, water quality, metering, consumer protection, business continuity planning, dispute resolution and notices. The License does not renew automatically upon expiration of its term, but Cayman Water may apply to OfReg for renewal not earlier than 36 months and not later than 24 months prior to the expiration of the term. Neither the License nor any obligations or benefits conferred by it may be assigned or transferred in whole or in part without OfReg’s prior written consent.
The License may be modified by written consent of OfReg and Cayman Water, subject to any special conditions concerning modification set forth in the License. The License also provides that OfReg must, immediately upon the direction of the Cabinet of the Cayman Islands, modify the License for reasons of security, public interest or health of the general population of the Cayman Islands, with or without Cayman Water’s agreement, and establishes procedures for other modifications proposed by OfReg.
The License may be revoked or suspended by OfReg upon the occurrence of specified events, including: fundamental breach of the License; persistent breaches of any condition attached to the License or failure to comply with applicable directives or water sector legislation; certain insolvency events; failure to pay specified fees or financial commitments for
23
Table of Contents
a continuous period in excess of three months after the relevant due date; certain offences under the Water Sector Regulation Act; obtaining the License by a fraudulent, false or misleading representation or in another illegal manner; or failure to meet demand in a reasonable manner and time, as determined by OfReg in its discretion, acting reasonably. The License also contains provisions addressing suspension, reinstatement, revocation and, in certain circumstances following revocation or non-renewal, potential compulsory divestiture of all mechanical, electrical and other equipment and all civil engineering works or plant, including appurtenances, owned by Cayman Water and used by Cayman Water in its licensed water production and distribution operations, including completed new works.
OC-Cayman
OC-Cayman’s agreements with the WAC to operate and maintain the North Sound and North Side Water Works plants were originally scheduled to expire on July 1, 2026. The agreements have been extended through March 31, 2027. Revenue recognized under the North Sound agreement was $325,659 and $609,601 for the three and six months ended June 30, 2026, respectively. Revenue recognized under the North Side Water Works agreement was $406,617 and $801,023 for the three and six months ended June 30, 2026, respectively.
CW-Bahamas
CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $ 18.8 million and $ 20.7 million as of June 30, 2026 and December 31, 2025, respectively. Approximately 64 % and 71 % of the accounts receivable balances were delinquent as of those dates, respectively.
From time to time (including presently), CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and the government of The Bahamas. All previous delinquent accounts receivable from the WSC, including accrued interest thereon, were eventually paid in full. Based upon this payment history, CW-Bahamas has not provided a material allowance for credit losses for its accounts receivable from the WSC as of June 30, 2026 or prior periods.
In a report dated April 30, 2026, Moody’s Investor Services (“Moody’s”) upgraded The Bahamas’ long-term issuer and senior unsecured ratings to Ba3 from B1. Moody’s also raised The Bahamas’ local currency ceiling to Baa2 from Baa3 and its foreign currency ceiling to Baa3 from Ba1. Based upon the Company’s review of this Moody’s correspondence, 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 significantly increase its allowance for credit losses for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows.
CW-Bahamas Supply Guarantees
The contracts to supply water to the WSC from its Blue Hills, Windsor and Cat Island 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 contracts. 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. The Cat Island contract expires in 2041 and requires the two plants located in Bennett’s Harbour and New Bight to deliver 504,000 gallons of water each week per plant. CW-Bahamas has been in compliance with the supply guarantees under these contracts for all periods since the inception of the contracts.
24
Table of Contents
Fiscal, Regulation and Other Federal Policies
Significant changes in, and uncertainty with respect to, legislation, regulation, government policy and economic conditions could adversely affect the Company’s business. Specific legislative and regulatory proposals that could have a material impact on the Company include, but are not limited to, modifications to international trade policy (such as tariffs); public company reporting requirements; and environmental regulation.
The Company cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. Accordingly, it is difficult to predict how such actions may impact the Company’s business, or the business or habits of its customers. The Company’s business operations, as well as the businesses of its customers on which it is substantially dependent, are located in countries at risk for escalating trade disputes, including the U.S. Any resulting trade wars could have a significant adverse effect on world trade and could adversely impact the Company’s consolidated financial condition, results of operations and cash flows.
9. Impact of recent accounting standards
Adoption of new accounting standards:
None.
Effect of newly issued but not yet effective accounting standards:
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires public companies to disclose, in the notes to financial statements, specific information about certain costs and expenses at each interim and annual reporting period. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its financial statements.
10. Subsequent events
The Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. Other than as disclosed herein, the Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its condensed consolidated financial statements.
25
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.