Consolidated Water Co. Ltd. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ ​ 2021 ​ ​ 2020 ​ ​ (Unaudited) ​ ​ ​ ​ ASSETS ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ $ 42,782,527 ​ $ 43,794,150 ​ Accounts receivable, net ​ 24,688,432 ​ 21,483,976 ​ Inventory ​ 2,320,089 ​ 3,214,178 ​ Prepaid expenses and other current assets ​ 1,935,180 ​ 2,412,282 ​ Contract assets ​ 669,419 ​ 516,521 ​ Current assets of discontinued operations ​ 1,412,379 ​ 1,511,099 ​ Total current assets ​ ​ 73,808,026 ​ 72,932,206 ​ Property, plant and equipment, net ​ 56,084,332 ​ 57,687,984 ​ Construction in progress ​ 600,021 ​ 440,384 ​ Inventory, noncurrent ​ 4,440,670 ​ 4,506,842 ​ Investment in OC-BVI ​ 1,659,501 ​ 2,092,146 ​ Goodwill ​ 13,325,013 ​ 13,325,013 ​ Intangible assets, net ​ 3,949,166 ​ 4,148,333 ​ Operating lease right-of-use assets ​ ​ 2,889,508 ​ ​ 1,329,561 ​ Other assets ​ 1,886,754 ​ 1,926,594 ​ Long-term assets of discontinued operations ​ 21,131,444 ​ 21,166,489 ​ Total assets ​ $ 179,774,435 ​ $ 179,555,552 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 2,970,756 ​ $ 2,856,127 ​ Accounts payable - related parties ​ ​ 247,008 ​ ​ 200,558 ​ Accrued compensation ​ 1,218,729 ​ 1,434,106 ​ Dividends payable ​ 1,304,852 ​ 1,300,022 ​ Current maturities of operating leases ​ ​ 462,464 ​ ​ 455,788 ​ Current portion of long-term debt ​ ​ 54,698 ​ ​ 42,211 ​ Contract liabilities ​ 45,553 ​ 461,870 ​ Current liabilities of discontinued operations ​ 102,892 ​ 188,434 ​ Total current liabilities ​ 6,406,952 ​ 6,939,116 ​ Long-term debt, noncurrent ​ ​ 161,439 ​ ​ 126,338 ​ Deferred tax liabilities ​ 1,386,086 ​ 1,440,809 ​ Noncurrent operating leases ​ ​ 2,520,367 ​ ​ 982,076 ​ Net liability arising from put/call options ​ ​ 559,000 ​ ​ 690,000 ​ Other liabilities ​ 387,857 ​ 362,165 ​ Long-term liabilities of discontinued operations ​ ​ — ​ ​ 2,499 ​ Total liabilities ​ 11,421,701 ​ 10,543,003 ​ Commitments and contingencies ​ ​ ​ Equity ​ ​ ​ Consolidated Water Co. Ltd. stockholders' equity ​ ​ ​ Redeemable preferred stock, $ 0.60 par value. Authorized 200,000 shares; issued and outstanding 30,106 and 31,068 shares, respectively ​ 18,064 ​ 18,641 ​ Class A common stock, $ 0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,201,475 and 15,143,683 shares, respectively ​ 9,120,885 ​ 9,086,210 ​ Class B common stock, $ 0.60 par value. Authorized 145,000 shares; none issued ​ — ​ — ​ Additional paid-in capital ​ 87,028,085 ​ 86,893,486 ​ Retained earnings ​ 64,603,284 ​ 64,910,709 ​ Total Consolidated Water Co. Ltd. stockholders' equity ​ 160,770,318 ​ 160,909,046 ​ Non-controlling interests ​ 7,582,416 ​ 8,103,503 ​ Total equity ​ 168,352,734 ​ 169,012,549 ​ Total liabilities and equity ​ $ 179,774,435 ​ $ 179,555,552 ​ ​ 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 March 31, ​ 2021 2020 Total revenue ​ $ 17,103,317 ​ $ 20,725,721 Total cost of revenue ( including purchases from related parties of $ 155,982 in 2021 and $ 493,463 in 2020 ) ​ 10,976,807 ​ 12,285,400 Gross profit ​ 6,126,510 ​ 8,440,321 General and administrative expenses ( including purchases from related parties of $ 4,429 in 2021 ) ​ 4,764,486 ​ 4,695,309 Loss on asset dispositions and impairments, net ​ ( 248,933 ) ​ ( 220 ) Income from operations ​ 1,113,091 ​ 3,744,792 ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ Interest income ​ 160,364 ​ 136,440 Interest expense ​ ( 2,860 ) ​ ( 2,526 ) Profit-sharing income from OC-BVI ​ 6,075 ​ 10,125 Equity in the earnings of OC-BVI ​ 15,780 ​ 25,883 Net unrealized gain (loss) on put/call options ​ 131,000 ​ ( 161,000 ) Other ​ 4,249 ​ 18,339 Other income, net ​ 314,608 ​ 27,261 Income before income taxes ​ 1,427,699 ​ 3,772,053 Provision (benefit) for income taxes ​ ( 2,660 ) ​ 206,083 Net income from continuing operations ​ 1,430,359 ​ 3,565,970 Income from continuing operations attributable to non-controlling interests ​ 128,793 ​ 360,998 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ 1,301,566 ​ 3,204,972 Total loss from discontinued operations ​ ​ ( 312,794 ) ​ ​ ( 316,365 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 988,772 ​ $ 2,888,607 ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ Continuing operations ​ $ 0.08 ​ $ 0.21 Discontinued operations ​ ​ ( 0.02 ) ​ ​ ( 0.02 ) Basic earnings per share ​ $ 0.06 ​ $ 0.19 ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ Continuing operations ​ $ 0.08 ​ $ 0.21 Discontinued operations ​ ​ ( 0.02 ) ​ ​ ( 0.02 ) Diluted earnings per share ​ $ 0.06 ​ $ 0.19 ​ ​ ​ ​ ​ ​ ​ Dividends declared per common and redeemable preferred shares ​ $ 0.085 ​ $ 0.085 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares used in the determination of: ​ ​ Basic earnings per share ​ 15,201,458 ​ 15,114,506 Diluted earnings per share ​ 15,356,842 ​ 15,268,884 ​ 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, 2020 ​ 31,068 ​ $ 18,641 ​ 15,143,683 ​ $ 9,086,210 ​ $ 86,893,486 ​ $ 64,910,709 ​ $ 8,103,503 ​ $ 169,012,549 Issue of share capital — ​ — 57,577 ​ 34,546 ​ ( 34,546 ) ​ — ​ — ​ — Conversion of preferred stock ( 215 ) ​ ( 129 ) 215 ​ 129 ​ — ​ — ​ — ​ — Buyback of preferred stock ( 747 ) ​ ( 448 ) — ​ — ​ ( 7,065 ) ​ — ​ — ​ ( 7,513 ) Net income — ​ — — ​ — ​ — ​ 988,772 ​ 128,793 ​ 1,117,565 Dividends declared — ​ — — ​ — ​ — ​ ( 1,296,197 ) ​ ( 649,880 ) ​ ( 1,946,077 ) Stock-based compensation — ​ — — ​ — ​ 176,210 ​ — ​ — ​ 176,210 Balance as of March 31, 2021 30,106 ​ $ 18,064 15,201,475 ​ $ 9,120,885 ​ $ 87,028,085 ​ $ 64,603,284 ​ $ 7,582,416 ​ $ 168,352,734 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2019 ​ 33,751 ​ $ 20,251 ​ 15,049,608 ​ $ 9,029,765 ​ $ 88,356,509 ​ $ 66,352,733 ​ $ 14,193,616 ​ $ 177,952,874 Issue of share capital — ​ — 64,898 ​ 38,939 ​ ( 38,939 ) ​ — ​ — ​ — Net income — ​ — — ​ — ​ — ​ 2,888,607 ​ 360,998 ​ 3,249,605 Purchase of non-controlling interests in Aerex ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 2,444,047 ) ​ ​ — ​ ​ ( 6,055,953 ) ​ ​ ( 8,500,000 ) Dividends declared — ​ — — ​ — ​ — ​ ( 1,289,378 ) ​ — ​ ( 1,289,378 ) Stock-based compensation — ​ — — ​ — ​ 161,406 ​ — ​ — ​ 161,406 Balance as of March 31, 2020 33,751 ​ $ 20,251 15,114,506 ​ $ 9,068,704 ​ $ 86,034,929 ​ $ 67,951,962 ​ $ 8,498,661 ​ $ 171,574,507 ​ The accompanying notes are an integral part of these condensed consolidated financial statements . ​ ​ 6 Table of Contents CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Net cash provided by operating activities - continuing operations ​ $ 1,466,141 ​ $ 283,539 Net cash used in operating activities - discontinued operations ​ ( 380,001 ) ​ ( 572,188 ) Net cash provided by (used in) operating activities ​ ​ 1,086,140 ​ ​ ( 288,649 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Additions to property, plant and equipment and construction in progress ​ ( 292,803 ) ​ ( 516,331 ) Proceeds from asset dispositions ​ 41,500 ​ 450 Purchase of noncontrolling interest in Aerex ​ ​ — ​ ​ ( 8,500,000 ) Net cash used in investing activities ​ ​ ( 251,303 ) ​ ​ ( 9,015,881 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Dividends paid to common shareholders ​ ( 1,288,726 ) ​ ( 1,280,993 ) Dividends paid to preferred shareholders ​ ( 2,641 ) ​ ( 2,869 ) Dividends paid to non-controlling interests ​ ​ ( 649,880 ) ​ ​ — Repurchase of redeemable preferred stock ​ ( 7,513 ) ​ — Principal repayments on long-term debt ​ ​ ( 10,632 ) ​ ​ ( 3,496 ) Net cash used in financing activities ​ ( 1,959,392 ) ​ ( 1,287,358 ) Net decrease in cash and cash equivalents ​ ( 1,124,555 ) ​ ( 10,591,888 ) Cash and cash equivalents at beginning of period ​ 43,794,150 ​ 42,071,083 Cash and cash equivalents at beginning of period - discontinued operations ​ ​ 154,130 ​ ​ 831,586 Less: cash and cash equivalents at end of period - discontinued operations ​ ​ ( 41,198 ) ​ ​ ( 820,275 ) Cash and cash equivalents at end of period ​ $ 42,782,527 ​ $ 31,490,506 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest paid in cash ​ $ 2,740 ​ $ 2,526 ​ ​ ​ ​ ​ ​ ​ Non-cash transactions: ​ ​ ​ ​ ​ ​ Dividends declared but not paid ​ $ 1,296,877 ​ $ 1,290,058 Transfers from (to) inventory to (from) property, plant and equipment and construction in progress ​ $ 75,433 ​ $ ( 71,719 ) Transfers from construction in progress to property, plant and equipment ​ $ 81,599 ​ $ 1,336,271 Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 1,716,789 ​ $ 16,383 Purchase of equipment through issuance of long-term debt ​ $ 58,220 ​ $ 122,292 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 7 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 water for reuse and provide water-related products and services to customers in the Cayman Islands, The Bahamas, the United States and the British Virgin Islands. The Company produces potable water from seawater using reverse osmosis technology and sells this water to a variety of customers, including public utilities, commercial and tourist properties, residential properties and government facilities. The Company designs, builds and sells water production and water treatment infrastructure and manages water infrastructure for commercial and governmental customers. The Company also manufactures a wide range of specialized and custom water industry related products and provides design, engineering, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. ​ 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”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), DesalCo Limited (“DesalCo”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), and PERC Water Corporation ("PERC"). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. 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 financial position, results of operations and cash flows as of and for the periods presented. The 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, 2021. 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 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, 2020. 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 (losses) arising from transactions and re-measurements were ($ 108 ) and $ 16,843 for the three months ended March 31, 2021 and 2020, respectively, and are included in “Other income - Other” in the accompanying condensed consolidated statements of income. Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and highly liquid deposits at banks with an original maturity of three months or less. Cash and cash equivalents as of March 31, 2021 and 8 Table of Contents December 31, 2020 include $ 8.5 million and $ 8.5 million, respectively, of certificates of deposits with an original maturity of three months or less. Certain transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of The Bahamas. As of March 31, 2021, the equivalent United States dollar cash balances for deposits held in The Bahamas were approximately $ 8.8 million. 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 (unaudited). ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Retail revenue ​ $ 5,711,305 ​ $ 7,257,432 Bulk revenue ​ 6,245,970 ​ 6,440,284 Services revenue ​ 3,540,846 ​ 3,114,813 Manufacturing revenue ​ 1,605,196 ​ 3,913,192 Total revenue ​ $ 17,103,317 ​ $ 20,725,721 ​ Retail revenue The Company produces and supplies water to end-users, including residential, commercial and governmental customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated areas on Grand Cayman Island. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 35 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. In 2021 and 2020, bad debts represented less than 1 % of the Company’s total retail sales. The Company recognizes revenue from water sales at the time water is supplied to the customer’s premises. The amount of water supplied is determined and invoiced based upon water meter readings performed at the end of each month. All retail water contracts are month-to-month contracts. The Company has elected the “right to invoice” practical expedient for revenue recognition on its retail water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice. Bulk revenue The Company produces and supplies water to government-owned distributors in the Cayman Islands and The Bahamas. OC-Cayman provides bulk water to the Water Authority-Cayman (“WAC”), a government-owned utility and regulatory agency, under two agreements. The WAC in turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area. The Company sells bulk water in The Bahamas through its majority-owned subsidiary, CW-Bahamas, under two agreements with the Water and Sewerage Corporation of The Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the Island of New Providence. CW-Bahamas also sold water to a private resort on Bimini through December 18, 2020, which generated revenue of approximately $ 127,000 for the year ended December 31, 2020. 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. 9 Table of Contents Services and Manufacturing revenue The Company provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands. The Company also develops, builds, sells, operates and manages water, wastewater and water reuse infrastructure through PERC. All of PERC's customers are companies or governmental entities located in the U.S. The Company, through Aerex, is a custom and specialty manufacturer of water treatment-related systems and products applicable to commercial, municipal and industrial water production. Substantially all of Aerex’s customers are U.S. companies. The Company generates services revenue from DesalCo and PERC and generates manufacturing revenue from Aerex. The Company recognizes revenue for its construction and specialized/custom manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to total estimated costs at completion to measure progress toward satisfying its performance obligations as such measure best reflects the transfer of control of the promised good to the customer. Contract costs include labor, material and amounts payable to subcontractors. The Company follows this method since it can make reasonably dependable estimates of the revenue and costs applicable to 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 project costs and profit to be earned on each long-term, fixed price contract prior to commencement of work on the contract and updates these estimates as work on the contract progresses. The cumulative amount of revenue recorded on a contract at a specified point in time is that percentage of total estimated revenue that incurred costs to date comprises of estimated total contract costs. If, as work progresses, the actual contract costs exceed estimates, the profit recognized on revenue from that contract decreases. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any contract assets are classified as current assets. Contract liabilities on uncompleted contracts, if any, are classified as current liabilities. The Company has elected the “right to invoice” practical expedient for revenue recognition on its services agreements and recognizes revenue in the amount to which the Company has a right to invoice. Revenue recognized and amounts billed on contracts in progress are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ December 31, 2020 Revenue recognized to date on contracts in progress $ 8,186,878 ​ $ 17,534,449 Amounts billed to date on contracts in progress ​ ( 7,977,023 ) ​ ( 17,791,928 ) Retainage ​ ​ 414,011 ​ ​ 312,130 Net contract asset ​ $ 623,866 ​ $ 54,651 ​ The above net balances are reflected in the accompanying condensed consolidated balance sheet as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ December 31, 2020 Contract assets $ 669,419 $ 516,521 Contract liabilities ​ ( 45,553 ) ​ ( 461,870 ) Net contract asset ​ $ 623,866 ​ $ 54,651 ​ As of March 31, 2021, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 1.4 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 10 Table of Contents those contracts in the amount of approximately $ 1.0 million during the remainder of the year ending December 31, 2021 and approximately $ 0.4 million thereafter . Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. ​ Comparative amounts: Certain amounts presented in the financial statements previously issued for 2020 have been reclassified to conform to the current periods’ presentation. ​ ​ 3. Segment information The Company has four reportable segments: retail, bulk, services and manufacturing. The retail segment operates the water utility for the Seven Mile Beach and West Bay areas of Grand Cayman Island pursuant to an exclusive license granted by the Cayman Islands government. The bulk segment supplies potable water to government utilities in Grand Cayman and The Bahamas under long-term contracts. The services segment designs, constructs and sells water infrastructure and provides management and operating services to third parties. The manufacturing segment manufactures and services a wide range of custom and specialized water-related products applicable to commercial, municipal and industrial water production, supply and treatment. Consistent with prior periods, the Company records all non-direct general and administrative expenses in its retail business segment and does not allocate any of these non-direct expenses to its other three business segments. The accounting policies of the segments are consistent with those described in Note 2. The Company evaluates each segment’s performance based upon its income (or loss) from operations. All intercompany transactions are eliminated for segment presentation purposes. The Company’s segments are strategic business units that are managed separately because each segment sells different products and/or services, serves customers with distinctly different needs and generates different gross profit margins. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 5,711,305 ​ $ 6,245,970 ​ $ 3,540,846 ​ $ 1,605,196 $ 17,103,317 Cost of revenue ​ 2,707,994 ​ 4,155,153 ​ 2,721,928 ​ 1,391,732 ​ 10,976,807 Gross profit ​ 3,003,311 ​ 2,090,817 ​ 818,918 ​ 213,464 ​ 6,126,510 General and administrative expenses ​ 3,371,010 ​ 377,503 ​ 722,020 ​ 293,953 ​ 4,764,486 Gain (loss) on asset dispositions and impairments, net ​ ( 250,000 ) ​ 1,500 ​ ( 433 ) ​ — ​ ( 248,933 ) Income (loss) from operations ​ $ ( 617,699 ) ​ $ 1,714,814 ​ $ 96,465 ​ $ ( 80,489 ) ​ 1,113,091 Other income, net ​ ​ ​ ​ ​ ​ 314,608 Income before income taxes ​ ​ ​ ​ ​ 1,427,699 Benefit from income taxes ​ ​ ​ ​ ​ ( 2,660 ) Net income from continuing operations ​ ​ ​ ​ ​ 1,430,359 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 128,793 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 1,301,566 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 312,794 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 988,772 ​ 11 Table of Contents Depreciation and amortization expenses for the three months ended March 31, 2021 for the retail, bulk, services and manufacturing segments were $ 634,255 , $ 953,760 , $ 200,495 and $ 75,533 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2020 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 7,257,432 ​ $ 6,440,284 ​ $ 3,114,813 ​ $ 3,913,192 ​ $ 20,725,721 Cost of revenue ​ 2,986,620 ​ 4,564,580 ​ 2,273,520 ​ 2,460,680 ​ 12,285,400 Gross profit ​ 4,270,812 ​ 1,875,704 ​ 841,293 ​ 1,452,512 ​ 8,440,321 General and administrative expenses ​ 3,373,839 ​ 292,046 ​ 672,690 ​ 356,734 ​ 4,695,309 Gain (loss) on asset dispositions and impairments, net ​ — ​ 200 ​ ( 420 ) ​ — ​ ( 220 ) Income from operations ​ $ 896,973 ​ $ 1,583,858 ​ $ 168,183 ​ $ 1,095,778 ​ 3,744,792 Other income, net ​ ​ ​ ​ ​ 27,261 Income before income taxes ​ ​ ​ ​ ​ 3,772,053 Provision for income taxes ​ ​ ​ ​ ​ 206,083 Net income from continuing operations ​ ​ ​ ​ ​ 3,565,970 Income attributable to non-controlling interests ​ ​ ​ ​ ​ 360,998 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 3,204,972 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 316,365 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 2,888,607 ​ Depreciation and amortization expenses for the three months ended March 31, 2020 for the retail, bulk, services and manufacturing segments were $ 604,813 , $ 967,235 , $ 182,750 and $ 126,134 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2021 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 2,439,024 ​ $ 19,731,117 ​ $ 1,546,559 ​ $ 971,732 ​ $ 24,688,432 Inventory, current and non-current ​ $ 2,785,083 ​ $ 3,632,537 ​ $ — ​ $ 343,139 ​ $ 6,760,759 Property, plant and equipment, net ​ $ 27,188,029 ​ $ 26,730,578 ​ $ 563,155 ​ $ 1,602,570 ​ $ 56,084,332 Construction in progress ​ $ 436,445 ​ $ 60,040 ​ $ — ​ $ 103,536 ​ $ 600,021 Intangibles, net ​ $ — ​ $ — ​ $ 3,031,388 ​ $ 917,778 ​ $ 3,949,166 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 5,320,416 ​ $ 4,885,211 ​ $ 13,325,013 Total segment assets ​ $ 61,657,813 ​ $ 69,722,252 ​ $ 15,216,541 ​ $ 10,634,006 ​ $ 157,230,612 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 22,543,823 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 179,774,435 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2020 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 2,444,455 ​ $ 17,022,813 ​ $ 1,420,609 ​ $ 596,099 ​ $ 21,483,976 Inventory, current and non-current ​ $ 2,787,163 ​ $ 3,795,544 ​ $ — ​ $ 1,138,313 ​ $ 7,721,020 Property, plant and equipment, net ​ $ 27,947,545 ​ $ 27,611,567 ​ $ 487,973 ​ $ 1,640,899 ​ $ 57,687,984 Construction in progress ​ $ 305,110 ​ $ 31,737 ​ $ — ​ $ 103,537 ​ $ 440,384 Intangibles, net ​ $ — ​ $ — ​ $ 3,200,555 ​ $ 947,778 ​ $ 4,148,333 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 5,320,416 ​ $ 4,885,211 ​ $ 13,325,013 Total segment assets ​ $ 56,425,159 ​ $ 74,771,798 ​ $ 14,470,322 ​ $ 11,210,685 ​ $ 156,877,964 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 22,677,588 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 179,555,552 ​ 12 Table of Contents 4. Earnings per share Earnings per share (“EPS”) is computed on a basic and diluted basis. Basic EPS is computed by dividing net income (less preferred stock dividends) available to common stockholders by the weighted average number of common shares outstanding during the period. The computation of diluted EPS assumes the issuance of common shares for all potential common shares outstanding during the reporting period and, if dilutive, the effect of stock options as computed under the treasury stock method. The following summarizes information related to the computation of basic and diluted EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 1,301,566 ​ $ 3,204,972 Less: preferred stock dividends ​ ( 2,559 ) ​ ( 2,869 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share ​ 1,299,007 ​ 3,202,103 Total loss from discontinued operations ​ ( 312,794 ) ​ ( 316,365 ) Net income available to common shares in the determination of basic earnings per common share ​ $ 986,213 ​ $ 2,885,738 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,201,458 ​ 15,114,506 Plus: ​ ​ ​ ​ Weighted average number of preferred shares outstanding during the period ​ 30,469 ​ 33,751 Potential dilutive effect of unexercised options and unvested stock grants ​ 124,915 ​ 120,627 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,356,842 ​ 15,268,884 ​ ​ ​ 5. Discontinued operations - Mexico project development ​ In May 2010, the Company acquired, through its wholly-owned Netherlands subsidiary, CW-Cooperatief, a 50 % interest in NSC, a development stage Mexican company. CW-Cooperatief has since purchased, through the conversion of a loan it made to NSC, additional shares that increased its ownership interest in NSC to 99.99 %. NSC was formed to pursue a project (the “Project”) that originally encompassed the construction, operation and minority ownership of a 100 million gallon per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. ​ Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $ 21.1 million on which the proposed Project’s plant would be constructed. ​ Following an assessment by the State of Baja, California (the “State”) of the need for such a desalination plant and the passage of enabling legislation in November 2015, the State officially commenced the tender for the Project. The scope of the Project was defined by the State as a first phase to be operational in 2019 consisting of a 50 million gallon per day plant and an aqueduct that connected to the Mexican potable water infrastructure and a second phase to be operational in 2024 consisting of an additional 50 million gallons per day of production capacity. A consortium (the “Consortium”) comprised of NSC, NuWater S.A.P.I. de C.V. (“NuWater”) and Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., submitted its tender for the Project in April 2016 and in June 2016, the State designated the Consortium as the winner of the tender process for the Project. ​ In August 2016, NSC and NuWater incorporated Newco under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”), a special purpose company, to complete the Project and executed a shareholders agreement for AdR agreeing among other 13 Table of Contents things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operations and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operations. NSC initially owned 99.6 % of the equity of AdR. In February 2018, CW-Holdings acquired the remaining 0.4 % ownership in AdR from NuWater. ​ On August 22, 2016, the Public Private Partnership Agreement for the Project (the “APP Contract”) was executed between AdR, the State Water Commsiion of Baja, California (“CEA”), the Government of Baja California, as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract required AdR to design, construct, finance and operate a seawater reverse osmosis desalination plant (and accompanying aqueduct) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican public water system in Tijuana, Baja California and the second phase with a capacity of 50 million gallons per day. The first phase was to be operational within 36 months of commencing construction and the second phase was to be operational by January 2025. The APP Contract further required AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueduct would have been transferred to CEA. The APP Contract was subsequently amended by the parties in June 2018 to increase the scope of Phase 1 and to allow for changes in the water tariff due to the changes in the exchange rate for the peso, interest rates and construction costs that had and would occur from the date the APP contract was signed to the date construction commenced. ​ Through June 30, 2020, NSC had paid approximately $ 3.0 million to acquire rights of way for the aqueduct to be constructed for the Project to deliver water to the Mexico public water system. ​ On June 29, 2020, AdR received a letter (the “Letter”) from the Director General of CEA and the Director General of CESPT terminating the APP Contract. The reasoning provided in the Letter for the decision to terminate the APP Contract is that the Project (a) is not financially feasible due to increases in the construction, operating and financing costs for the Project in addition to negative changes in economic conditions (e.g. interest rates and currency exchange rates); (b) is not sustainable for CEA and CESPT given its financial unfeasibility; (c) puts pressure to increase the rates charged to customers; (d) would force the Government of the State to cover a deficit of CEA and CESPT, thus preventing the State Government from spending on investment programs or social expenditures; and (e) negatively affects the general interest. The Letter requested that AdR provide an inventory of the assets that currently comprise the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR in connection with the Project, with such reimbursement to be calculated in accordance with the terms of the APP Contract. The applicable law requires this list of non-recoverable expenses made by AdR in connection with the Project be submitted to CEA and CESPT within 20 business days from the date of receipt of the Letter. ​ As a consequence of the termination of the APP Contract, the rights of way NSC and AdR acquired for the aqueduct no longer have any value due to the loss of their strategic importance derived from their incorporation in the Project. Consequently, the Company recorded an impairment loss of approximately $( 3.0 million) for the three months ended June 30, 2020 to write off its investment in these rights of way. The Company also recorded adjustments during the three months ended June 30, 2020 of $ 2.6 million and $ 2.2 million to reduce its operating lease right-of-use assets and operating lease liabilities, respectively, due to the planned cancellation (or transfer to the State) of a long-term land lease associated with the Project. ​ As a result of the cancellation of the APP Contract, during the three months ended September 30, 2020 the Company discontinued all project development activities associated with the Project and engaged a real estate broker and commenced active marketing efforts to sell the land NSC purchased for the Project. Accordingly, the assets and liabilities of CW-Cooperatief, NSC and AdR, as well as all Project development expenses and the impairment loss incurred by the Company, have been reclassified from the services segment to discontinued operations in the accompanying condensed financial statements. ​ ​ ​ ​ ​ 14 Table of Contents Summarized financial information for the Mexico project development is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ ​ ​ 2021 ​ ​ 2020 Cash ​ $ 41,198 ​ $ 154,130 Prepaid expenses and other current assets ​ ​ 115,174 ​ ​ 88,978 Value added taxes receivable ​ ​ 1,256,007 ​ ​ 1,267,991 Property, plant and equipment, net ​ 4,546 ​ 5,682 Land and rights of way ​ 21,126,898 ​ 21,126,898 Other assets ​ — ​ 33,909 Total assets of discontinued operations ​ $ 22,543,823 ​ $ 22,677,588 ​ ​ ​ Total liabilities of discontinued operations ​ $ 102,892 ​ $ 190,933 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2021 2020 Revenue ​ $ — ​ $ — Income from operations ​ $ — ​ $ — Net loss from discontinued operations ​ $ ( 312,794 ) ​ $ ( 316,365 ) Gain on sale of discontinued operations ​ $ — ​ $ — Depreciation expense ​ $ 1,136 ​ $ 1,136 ​ AdR initiated an amparo claim before a federal district court in Tijuana, Baja California, to challenge the provision of the applicable law requiring submittal of the list of non-recoverable expenses within the 20 business days term, as AdR considered such term to be unreasonably short due to the magnitude of the Project and the scope of supporting documentation required to be provided with respect to the non-recoverable expenses. AdR obtained an initial provisional suspension of the lapsing of such 20 day term from the court, and on August 10, 2020 the court made such suspension definitive until the completion of the amparo trial. As such, the 20 day term for filing the list of non-recoverable expenses was suspended. Therefore, on August 28, 2020, AdR submitted, in due time and form, its list of non-recoverable expenses, including those of NSC, to CEA and CESPT which was comprised of 51,144,525 United States dollars and an additional 137,333,114 Mexican pesos. In February 2021, AdR withdrew this amparo claim, and such withdrawal was accepted by the federal district court in Tijuana. To date, AdR has not received a response from CEA or CESPT to its submission of non-recoverable expenses. ​ The Company, AdR and NSC plan to vigorously pursue all legal remedies and courses of action available under the APP Contract and applicable law (including international treaties and agreements) with respect to any rights they may have upon termination of the APP Contract, including the reimbursement of expenses and investments. ​ As a Netherlands company, CW-Cooperatief, believes it has 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 invites Mexico to seek a resolution of this investment dispute through consultation and negotiation, but states that if the dispute cannot be resolved in this manner, CW-Cooperatief elects to refer the dispute to the International Centre for the Settlement of International Disputes for arbitration, as provided for in the Treaty. To date, CW-Cooperatief has not received a response to this letter. ​ The Company cannot provide any assurances that it will be able to obtain reimbursement for any expenses or investments made with respect to the Project. ​ The Company, AdR and NSC will terminate the various agreements ancillary to the Project as a result of the termination of the APP Contract unless the State elects to assume such agreements. 15 Table of Contents ​ Project Litigation ​ Immediately following CW-Cooperatief’s acquisition of its initial 50 % ownership in NSC, the remaining 50 % ownership interest in NSC was held by an unrelated company, Norte Sur Agua, S. de R.L. de C.V. (“NSA”). NSA subsequently transferred ownership of half of its shares in NSC to EWG Water LLC (“EWG”) and the other half of its shares in NSC to an individual (the “individual shareholder”). In February 2012, CW-Cooperatief paid $ 300,000 to enter into an agreement (the “Option Agreement”) that provided it with an option, exercisable through February 7, 2014, to purchase the shares of NSC owned by the individual shareholder for a price of $ 1.0 million along with an immediate usufruct and power of attorney to vote those shares. Such shares constituted 25 % of the ownership of NSC as of February 2012. In May 2013, NSC repaid a $ 5.7 million loan payable to CW-Cooperatief by issuing additional shares of its stock. As a result of this share issuance to CW-Cooperatief, the Company indirectly acquired 99.99 % of the ownership of NSC. The Option Agreement contained an anti-dilution provision that required CW-Cooperatief to transfer or otherwise cause the individual shareholder to acquire, for a total price of $ 1 (regardless of their par or market value), shares in NSC of an amount sufficient to maintain the individual shareholder’s 25 % ownership interest in NSC if (i) any new shares of NSC were issued subsequent to the execution of the Option Agreement (causing the individual shareholder’s 25 % ownership interest in NSC to be decreased); and (ii) CW-Cooperatief did not exercise its share purchase option by February 7, 2014 . CW-Cooperatief exercised its option and paid the $ 1.0 million to the individual shareholder to purchase the Option Agreement shares in February 2014. ​ In January 2018, EWG initiated an ordinary mercantile claim against the individual shareholder, NSC and CW-Cooperatief, (with AdR being named as a third party to be called to trial) before the Tenth Civil Judge in Tijuana, Baja California for Mercantile Matters (the “Tenth Civil Judge”). In the ordinary mercantile claim, EWG challenged, among other things, the transactions contemplated under the Option Agreement, and therefore, the capital investment transactions that increased the ownership interest of CW-Cooperatief in NSC to 99.99 % as a consequence of the Option Agreement. EWG requested that the courts, as a preliminary matter (a) suspend the effectiveness of the challenged transactions; (b) order certain public officials in Mexico to record the pendency of the lawsuit in the public records (including a special request to register a lien over the real estate owned by NSC); (c) appoint an inspector for NSC to oversee its commercial activities; and (d) order public officials in Mexico and credit institutions abroad to refrain from authorizing or executing any legal act related with the activities of the plaintiff, the co-defendants and the third party called to trial to avoid damages to third parties, including those with whom negotiations or any form of commercial or administrative activities, or activities of any other nature related with the “Rosarito” water desalination project, are being conducted. The Tenth Civil Judge granted, ex-parte, the preliminary relief sought by EWG, which resulted in the issuance of official writs to several governmental and public entities involved with the “Rosarito” water desalination project, including the registration of the pendency of the lawsuit in certain public records. ​ On October 16, 2018, NSC was served with the ordinary mercantile claim. On November 7, 2018, NSC filed a legal response to the claim, vigorously opposing the claims made by EWG. In addition to such legal response, NSC filed (i) a request to submit the claim to arbitration, based on certain provisions of the by-laws of NSC, (ii) an appeal remedy against the preliminary relief, and (iii) a request for the setting of a guarantee to release the preliminary relief granted in favor of EWG. ​ On October 1, 2020, and following an order from a Federal Judge obtained by NSC, the Tenth Civil Judge resolved to (i) move the claim of EWG to arbitration, and (ii) suspend the corresponding ordinary mercantile procedure. EWG challenged such resolution, arguing that its notification was not lawful. The Tenth Civil Judge dismissed such challenge, and thereafter EWG filed a remedy against such dismissal, which remedy has not been resolved (notwithstanding that NSC appeared to vigorously oppose such remedy). ​ Notwithstanding the resolution of the Tenth Civil Judge to move to arbitration, subparagraphs a) and b) that follow describe certain separate amparo claims, an appeal and an administrative act arising from or relating to such ordinary mercantile claim, all in chronological order. Due to the current global COVID-19 pandemic, most tribunals in Mexico have suspended their activities intermittently since March 2020, with certain such tribunals restarting activities in August 2020. As such, several resolutions are pending issuance. ​ 16 Table of Contents a) Appeal filed by NSC against the preliminary relief sought by EWG. ​ The appeal remedy filed by NSC on November 7, 2018, mentioned previously, suspended the proceeding (through the posting of a guarantee by NSC) and was resolved in December 2019 and communicated to EWG in January 2020. Such resolution revoked the order of the Tenth Civil Judge whereby EWG was granted the preliminary relief. ​ b) Amparo filed by EWG against the revocation of the preliminary relief. ​ In January 2020, EWG filed a new amparo claim against the resolution of the appeal remedy previously mentioned in subparagraph a). NSC has responded to this new amparo to vigorously oppose such amparo claim of EWG and to uphold the resolution of such appeal remedy. To this date, the resolution to this amparo claim has not been issued (notwithstanding that a final hearing within such procedure was held) and, as such, it does not affect the revocation of the preliminary relief. Notwithstanding the resolution to move to arbitration mentioned previously, CW-Cooperatief has not been officially served with the ordinary mercantile claim, and AdR has not been notified that it has to appear for such trial. In any event, AdR is only a named third party called to trial in this claim, and no claims have been made by EWG against AdR. ​ The Company cannot presently determine what impact the resolution of this litigation may have on its consolidated financial condition, results of operations or cash flows. ​ 6. Leases The Company leases property and equipment under operating leases, primarily office and warehouse locations. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of the lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of the lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the Company’s current leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at the lease commencement. These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain renewal or purchase obligations, of twelve months or less in its condensed consolidated balance sheets for all classes of underlying assets. Lease costs for such short-term leases are expensed on a straight-line basis over the lease term. The land used by the Company to operate its seawater desalination plants in the Cayman Islands and The Bahamas is owned by the Company or leased to the Company for immaterial annual amounts and are not included in the lease amounts presented on the condensed consolidated balance sheets. AdR entered into a lease for land to be used in the Project with an initial effective term of 20 -years from the date of full operation of its proposed seawater desalination plant. The lease is cancellable by AdR should it ultimately not proceed with the Project. On June 29, 2020, AdR was notified that the APP Contract was terminated. As a result, the Company, AdR and NSC expect to terminate the various agreements ancillary to the Project or to transfer them to the State, including this land lease for the Project. As such, the lease right-of-use asset and lease liability amounts as of March 31, 2021 and December 31, 2020 do not include this lease. All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the condensed consolidated balance sheet date. 17 Table of Contents Effective March 9, 2021, the Company entered into a new office lease for the existing office located in Coral Springs, Florida under similar terms compared to the prior lease. This new lease expires, including all renewal options, on March 8, 2031. Lease assets and liabilities The following table presents the lease-related assets and liabilities and their respective classification on the condensed consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ December 31, ​ ​ ​ 2021 ​ ​ 2020 ASSETS ​ ​ Current ​ ​ ​ Prepaid expenses and other current assets ​ $ 93,323 ​ $ 108,303 Current assets of discontinued operations ​ ​ 26,197 ​ ​ — Noncurrent ​ ​ ​ ​ Operating lease right-of-use assets ​ 2,889,508 ​ 1,329,561 Long-term assets of discontinued operations ​ ​ — ​ ​ 33,909 Total lease right-of-use assets ​ $ 3,009,028 ​ $ 1,471,773 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ Current ​ ​ ​ Current maturities of operating leases ​ $ 462,464 ​ $ 455,788 Current liabilities of discontinued operations ​ ​ 24,669 ​ ​ 29,432 Noncurrent ​ ​ ​ ​ Noncurrent operating leases ​ ​ 2,520,367 ​ ​ 982,076 Noncurrent liabilities of discontinued operations ​ — ​ 2,499 Total lease liabilities ​ $ 3,007,500 ​ $ 1,469,795 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ Operating leases ​ 7.5 years ​ 3.4 years Operating leases - discontinued operations ​ ​ 0.9 years ​ ​ 1.1 years ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ Operating leases ​ 4.92 % ​ 4.15 % Operating leases - discontinued operations ​ ​ 3.48 % ​ ​ 3.48 % ​ The components of lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2021 ​ 2020 Operating lease costs ​ $ 175,984 ​ $ 190,605 Short-term lease costs ​ 4,429 ​ ​ 4,116 Lease costs - discontinued operations ​ ​ 7,414 ​ ​ 53,287 Total lease costs ​ $ 187,827 ​ $ 248,008 ​ 18 Table of Contents Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ ​ 2021 ​ 2020 ​ Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ ​ Operating cash outflows for operating leases ​ $ 191,526 ​ $ 231,879 ​ Operating cash outflows for operating leases - discontinued operations ​ ​ 7,820 ​ ​ 45,779 ​ ​ Future lease payments relating to the Company’s operating lease liabilities as of March 31, 2021 were as follows: ​ ​ ​ ​ ​ Years ending December 31, Total 2021 ​ $ 443,802 2022 ​ 622,610 2023 ​ 627,033 2024 ​ 410,464 2025 ​ ​ 268,897 Thereafter ​ 1,150,273 Total future lease payments ​ 3,523,079 Less: imputed interest ​ ( 540,248 ) Total lease obligations ​ 2,982,831 Less: current obligations ​ ( 462,464 ) Noncurrent lease obligations ​ $ 2,520,367 ​ ​ 7. Fair value As of March 31, 2021 and December 31, 2020, the carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, accrued compensation, dividends payable and other current liabilities approximate their fair values due to the short-term maturities of these instruments. Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the 19 Table of Contents observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The following table presents the Company’s fair value hierarchy for assets and liabilities measured at fair value as of March 31, 2021 and December 31, 2020: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2021 ​ Level 1 Level 2 Level 3 Total Liabilities: ​ ​ ​ ​ ​ Recurring ​ ​ ​ ​ ​ Net liability arising from put/call options ​ $ — ​ $ — ​ $ 559,000 ​ $ 559,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020 ​ Level 1 Level 2 Level 3 Total Liabilities: ​ ​ ​ ​ ​ Recurring ​ ​ ​ ​ ​ Net liability arising from put/call options ​ $ — ​ $ — ​ $ 690,000 ​ $ 690,000 ​ The activity for the Level 3 liability for the three months ended March 31, 2021: ​ ​ ​ ​ ​ Net liability arising from put/call options ​ ​ Balance as of December 31, 2020 ​ $ 690,000 Unrealized gain ​ ( 131,000 ) Balance as of March 31, 2021 ​ $ 559,000 ​ Put/call options are reported at fair value as either assets or liabilities in the condensed consolidated balance sheets. These fair values are calculated using discounted cash flow analysis valuation techniques that incorporate unobservable inputs, such as future cash flows, weighted-average cost of capital and expected future volatility. The inputs for these valuations are considered Level 3 inputs. ​ ​ 8 . Contingencies COVID-19 The worldwide coronavirus (COVID-19) pandemic was formally recognized by the World Health Organization on March 11, 2020. In response to this pandemic, the governments of the countries in which the Company operates - the Cayman Islands, The Bahamas, and the United States - implemented preventative measures to slow the spread of COVID-19, measures which have had profound adverse consequences for the economies of those countries. Tourism, a major economic driver for the Cayman Islands and The Bahamas, has temporarily ceased in those countries due to the closing of these countries to air and sea travel. Overall economic activity in the United States has declined. As a result of the impact of the COVID-19 pandemic on the economies of the countries in which the Company operates, the Company has experienced, and could continue to experience decreases in consolidated revenue, cash flows generated from operations, and overall liquidity as compared to comparable prior periods. Furthermore, a prolonged extension of the economic downturn created by the COVID-19 pandemic could adversely affect the markets for the Company’s products and services. Such adverse market effects could adversely impact the Company’s expected future cash flows from its four reporting units and could require the Company to record impairment losses to reduce the carrying values of one or more of these reporting units due to a decline in their fair values. Although the Company cannot presently quantify the future financial impacts of the COVID-19 pandemic, such impacts will likely have a material adverse impact on the Company’s consolidated financial condition, results of operations, and 20 Table of Contents cash flows. Given the uncertainty associated with the resolution of this pandemic, the Company cannot presently determine how long such adverse financial impacts may last. Cayman Water The Company sells water through its retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Although the 1990 license was not expressly extended after January 2018, the Company continues to supply water under the terms of the 1990 license, as further discussed in the following paragraph. Pursuant to the 1990 license, Cayman Water has the exclusive right to produce potable water and distribute it by pipeline to its licensed service area, which consists of two of the three most populated areas of Grand Cayman Island: Seven Mile Beach and West Bay. For the three months ended March 31, 2021 and 2020, the Company generated approximately 33 % and 35 %, respectively, of its consolidated revenue and 49 % and 51 %, 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. The Company continues to operate under the terms of the 1990 license, providing water services to the level and quality specified in the 1990 license and in accordance with its understanding of its legal obligations, treating those obligations set forth in the 1990 license as operative notwithstanding the expiration of the express extension. The Company continues to pay the royalty required under the 1990 license. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). OfReg is an independent and accountable regulatory body with a view of protecting the rights of consumers, encouraging affordable utility services and promoting competition. OfReg, which began operations in January 2017, has the ability to supervise, monitor and regulate multiple utility undertakings and markets. Supplemental legislation was passed by the Government of the Cayman Islands in April 2017, which transferred responsibility for the economic regulation of the water utility sector and the negotiations with the Company for a new retail license from the WAC to OfReg in May 2017. The Company began license negotiations with OfReg in July 2017 and such negotiations are ongoing. The Company has been informed during its retail license negotiations, both by OfReg and its predecessor in these negotiations, that the Cayman Islands government seeks to restructure the terms of its license in a manner that could significantly reduce the operating income and cash flows the Company has historically generated from its retail license. The Company is presently unable to determine what impact the resolution of its retail license negotiations will have on its cash flows, financial condition or results of operations but such resolution could result in a material reduction (or the loss) of the operating income and cash flows the Company has historically generated from Cayman Water’s retail operations and could require the Company to record impairment losses to reduce the carrying values of its retail segment assets. Such impairment losses could have a material adverse impact on the Company’s consolidated financial condition and results of operations. CW-Bahamas CW-Bahamas’ accounts receivable balances (which include accrued interest) due from the WSC amounted to $ 19.5 million as of March 31, 2021 and $ 16.8 million as of December 31, 2020. Historically, CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and The Bahamas government, and as a result, payment schedules are developed for WSC’s delinquent accounts receivable. All previous delinquent accounts receivable from the WSC were eventually paid in full. Based upon this payment history, CW-Bahamas has never been required to provide an allowance for doubtful accounts for any of its accounts receivable, despite the periodic accumulation of significant delinquent balances. As of March 31, 2021, the Company has not provided an allowance for doubtful accounts for CW-Bahamas’ accounts receivable from the WSC. 21 Table of Contents If CW-Bahamas continues to be unable to collect a significant portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) the Company may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) the Company may be required to provide an allowance for doubtful accounts for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows. ​ ​ 9. Related party transactions The Company, through PERC and the services segment, purchases engineering and technology support services from various companies with a minority shareholder who is also a minority shareholder of PERC. During the three months ended March 31, 2021 and 2020, the Company made total purchases of services of approximately $ 156,000 and $ 493,000 from these companies, respectively. These total purchases are included in the Company’s cost of revenue in the accompanying condensed consolidated statements of income. ​ On February 1, 2021, PERC entered into a sublease agreement with a related company commencing March 14, 2021 and ending August 31, 2021. During the three months ended March 31, 2021, the Company recognized approximately $ 4,000 of expense related to this lease. This lease amount is included in the Company's general and administrative expenses in the accompanying condensed consolidated statements of income. ​ The total amount of accounts payable outstanding to these companies as of March 31, 2021 and December 31, 2020, was approximately $ 247,000 and $201,000, respectively. ​ 10. Impact of recent accounting standards Adoption of New Accounting Standards: None. Effect of newly issued but not yet effective accounting standards: In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to the current guidance on contract modifications and hedging relationships to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating the impact of the new guidance on the consolidated financial statements, however the adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows. ​ 11. Subsequent events The Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. Other than as disclosed in these condensed 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 condensed consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ 22 Table of Contents