Consolidated Water Co. Ltd. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ 2023 ​ ​ 2022 ​ ​ (Unaudited) ​ ​ ​ ​ ASSETS ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ $ 48,845,606 ​ $ 50,711,751 ​ Accounts receivable, net ​ 38,114,847 ​ 27,046,182 ​ Inventory ​ 7,915,456 ​ 5,727,842 ​ Prepaid expenses and other current assets ​ 5,430,079 ​ 5,643,279 ​ Contract assets ​ 8,972,740 ​ 2,913,722 ​ Current assets of discontinued operations ​ 298,591 ​ 531,480 ​ Total current assets ​ ​ 109,577,319 ​ 92,574,256 ​ Property, plant and equipment, net ​ 50,063,524 ​ 52,529,545 ​ Construction in progress ​ 6,446,049 ​ 3,705,681 ​ Inventory, noncurrent ​ 5,048,222 ​ 4,550,987 ​ Investment in OC-BVI ​ 1,388,917 ​ 1,545,430 ​ Goodwill ​ 10,425,013 ​ 10,425,013 ​ Intangible assets, net ​ 2,408,888 ​ 2,818,888 ​ Operating lease right-of-use assets ​ ​ 1,720,637 ​ ​ 2,058,384 ​ Other assets ​ 3,389,634 ​ 1,669,377 ​ Long-term assets of discontinued operations ​ 21,129,288 ​ 21,129,288 ​ Total assets ​ $ 211,597,491 ​ $ 193,006,849 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 11,436,484 ​ $ 8,438,315 ​ Accounts payable - related parties ​ ​ — ​ ​ 403,839 ​ Accrued compensation ​ 2,697,033 ​ 2,267,583 ​ Dividends payable ​ 1,570,319 ​ 1,375,403 ​ Current maturities of operating leases ​ ​ 471,506 ​ ​ 546,851 ​ Current portion of long-term debt ​ ​ 114,964 ​ ​ 114,964 ​ Contract liabilities ​ 9,528,749 ​ 8,803,921 ​ Deferred revenue ​ ​ 391,558 ​ ​ 315,825 ​ Current liabilities of discontinued operations ​ 259,853 ​ 389,884 ​ Total current liabilities ​ 26,470,466 ​ 22,656,585 ​ Long-term debt, noncurrent ​ ​ 133,770 ​ ​ 216,117 ​ Deferred tax liabilities ​ 466,285 ​ 560,306 ​ Noncurrent operating leases ​ ​ 1,481,005 ​ ​ 1,590,542 ​ Other liabilities ​ 153,000 ​ 219,110 ​ Total liabilities ​ 28,704,526 ​ 25,242,660 ​ Commitments and contingencies ​ ​ ​ Equity ​ ​ ​ Consolidated Water Co. Ltd. stockholders' equity ​ ​ ​ Redeemable preferred stock, $ 0.60 par value. Authorized 200,000 shares; issued and outstanding 45,209 and 34,383 shares, respectively ​ 27,125 ​ 20,630 ​ Class A common stock, $ 0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,746,552 and 15,322,875 shares, respectively ​ 9,447,931 ​ 9,193,725 ​ Class B common stock, $ 0.60 par value. Authorized 145,000 shares; none issued ​ — ​ — ​ Additional paid-in capital ​ 91,716,763 ​ 89,205,159 ​ Retained earnings ​ 76,807,700 ​ 61,247,699 ​ Total Consolidated Water Co. Ltd. stockholders' equity ​ 177,999,519 ​ 159,667,213 ​ Non-controlling interests ​ 4,893,446 ​ 8,096,976 ​ Total equity ​ 182,892,965 ​ 167,764,189 ​ Total liabilities and equity ​ $ 211,597,491 ​ $ 193,006,849 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Revenue ​ $ 49,854,075 ​ $ 25,051,705 ​ $ 126,960,328 ​ $ 65,676,737 Cost of revenue ( including related party expense of $0 and $ 685,481 for the three months ended, and $ 0 and $ 2,165,850 for the nine months ended, September 30, 2023 and 2022, respectively) ​ 33,239,647 ​ 18,207,932 ​ 84,323,269 ​ 44,211,703 Gross profit ​ 16,614,428 ​ 6,843,773 ​ 42,637,059 ​ 21,465,034 General and administrative expenses ( including related party expense of $0 and $ 24,231 for the three months ended, and $ 0 and $ 72,693 for the nine months ended, September 30, 2023 and 2022, respectively) ​ 5,872,490 ​ 5,610,650 ​ 17,894,067 ​ 15,403,458 Gain on asset dispositions and impairments, net ​ — ​ 3,499 ​ 6,916 ​ 21,237 Income from operations ​ 10,741,938 ​ 1,236,622 ​ 24,749,908 ​ 6,082,813 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ 196,567 ​ 56,701 ​ 396,348 ​ 348,304 Interest expense ​ ( 34,020 ) ​ ( 2,042 ) ​ ( 108,111 ) ​ ( 8,847 ) Profit-sharing income from OC-BVI ​ 12,150 ​ 6,075 ​ 38,475 ​ 24,300 Equity in the earnings of OC-BVI ​ 37,182 ​ 19,921 ​ 108,012 ​ 71,238 Net gain (loss) on put/call options ​ — ​ ( 247,000 ) ​ — ​ 29,000 Other ​ 24,187 ​ ( 2,635 ) ​ 87,532 ​ 84,734 Other income (expense), net ​ 236,066 ​ ( 168,980 ) ​ 522,256 ​ 548,729 Income before income taxes ​ 10,978,004 ​ 1,067,642 ​ 25,272,164 ​ 6,631,542 Provision for income taxes ​ 1,976,453 ​ 26,616 ​ 4,366,005 ​ 83,041 Net income from continuing operations ​ 9,001,551 ​ 1,041,026 ​ 20,906,159 ​ 6,548,501 Income from continuing operations attributable to non-controlling interests ​ 163,428 ​ 217,415 ​ 463,775 ​ 691,042 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ 8,838,123 ​ 823,611 ​ 20,442,384 ​ 5,857,459 Total loss from discontinued operations ​ ​ ( 232,994 ) ​ ​ ( 505,917 ) ​ ​ ( 699,858 ) ​ ​ ( 1,533,064 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 8,605,129 ​ $ 317,694 ​ $ 19,742,526 ​ $ 4,324,395 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.56 ​ $ 0.05 ​ $ 1.30 ​ $ 0.38 Discontinued operations ​ ​ ( 0.01 ) ​ ​ ( 0.03 ) ​ ​ ( 0.05 ) ​ ​ ( 0.10 ) Basic earnings per share ​ $ 0.55 ​ $ 0.02 ​ $ 1.25 ​ $ 0.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.55 ​ $ 0.05 ​ $ 1.28 ​ $ 0.38 Discontinued operations ​ ​ ( 0.01 ) ​ ​ ( 0.03 ) ​ ​ ( 0.04 ) ​ ​ ( 0.10 ) Diluted earnings per share ​ $ 0.54 ​ $ 0.02 ​ $ 1.24 ​ $ 0.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per common and redeemable preferred shares ​ $ 0.095 ​ $ 0.085 ​ $ 0.265 ​ $ 0.255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares used in the determination of: ​ ​ ​ ​ Basic earnings per share ​ 15,742,854 ​ 15,290,597 ​ 15,734,234 ​ 15,287,233 Diluted earnings per share ​ 15,928,604 ​ 15,450,276 ​ 15,909,725 ​ 15,440,261 ​ 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, 2022 ​ 34,383 ​ $ 20,630 ​ 15,322,875 ​ $ 9,193,725 ​ $ 89,205,159 ​ $ 61,247,699 ​ $ 8,096,976 ​ $ 167,764,189 Issue of share capital — ​ — 44,783 ​ 26,870 ​ ( 26,870 ) ​ — ​ — ​ — Net income — ​ — — ​ — ​ — ​ 3,813,626 ​ 163,121 ​ 3,976,747 Purchase of remaining non-controlling interest in PERC ​ — ​ ​ — ​ 368,383 ​ ​ 221,030 ​ ​ 1,006,248 ​ ​ — ​ ​ ( 3,667,305 ) ​ ​ ( 2,440,027 ) Dividends declared — ​ — — ​ — ​ — ​ ( 1,342,015 ) ​ — ​ ( 1,342,015 ) Stock-based compensation — ​ — — ​ — ​ 463,893 ​ — ​ — ​ 463,893 Balance as of March 31, 2023 34,383 ​ ​ 20,630 15,736,041 ​ ​ 9,441,625 ​ ​ 90,648,430 ​ ​ 63,719,310 ​ ​ 4,592,792 ​ ​ 168,422,787 Issue of share capital 13,309 ​ 7,985 — ​ — ​ ( 7,985 ) ​ — ​ — ​ — Buyback of preferred stock ​ ( 203 ) ​ ​ ( 122 ) ​ — ​ ​ — ​ ​ ( 1,708 ) ​ ​ — ​ ​ — ​ ​ ( 1,830 ) Net income — ​ — — ​ — ​ — ​ 7,323,771 ​ 137,226 ​ 7,460,997 Exercise of options ​ 599 ​ ​ 360 ​ — ​ ​ — ​ ​ 6,891 ​ ​ — ​ ​ — ​ ​ 7,251 Dividends declared — ​ — — ​ — ​ — ​ ( 1,340,972 ) ​ — ​ ( 1,340,972 ) Stock-based compensation — ​ — — ​ — ​ 461,695 ​ — ​ — ​ 461,695 Balance as of June 30, 2023 48,088 ​ ​ 28,853 15,736,041 ​ ​ 9,441,625 ​ ​ 91,107,323 ​ ​ 69,702,109 ​ ​ 4,730,018 ​ ​ 175,009,928 Conversion of preferred stock ​ ( 7,936 ) ​ ​ ( 4,762 ) ​ 7,936 ​ ​ 4,762 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income — ​ — — ​ — ​ — ​ 8,605,129 ​ 163,428 ​ 8,768,557 Exercise of options ​ 5,057 ​ ​ 3,034 ​ 2,575 ​ ​ 1,544 ​ ​ 87,935 ​ ​ — ​ ​ — ​ ​ 92,513 Dividends declared — ​ — — ​ — ​ — ​ ( 1,499,538 ) ​ — ​ ( 1,499,538 ) Stock-based compensation — ​ — — ​ — ​ 521,505 ​ — ​ — ​ 521,505 Balance as of September 30, 2023 45,209 ​ $ 27,125 15,746,552 ​ $ 9,447,931 ​ $ 91,716,763 ​ $ 76,807,700 ​ $ 4,893,446 ​ $ 182,892,965 ​ 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, 2021 ​ 28,635 ​ $ 17,181 ​ 15,243,693 ​ $ 9,146,216 ​ $ 87,812,432 ​ $ 60,603,056 ​ $ 8,086,538 ​ $ 165,665,423 Issue of share capital — ​ — 41,830 ​ 25,098 ​ ( 25,098 ) ​ — ​ — ​ — Conversion of preferred stock — ​ — — ​ — ​ — ​ — ​ — ​ — Buyback of preferred stock — ​ — — ​ — ​ — ​ — ​ — ​ — Net income — ​ — — ​ — ​ — ​ 1,716,815 ​ 241,430 ​ 1,958,245 Dividends declared — ​ — — ​ — ​ — ​ ( 1,303,014 ) ​ — ​ ( 1,303,014 ) Stock-based compensation — ​ — — ​ — ​ 188,985 ​ — ​ — ​ 188,985 Balance as of March 31, 2022 28,635 ​ ​ 17,181 15,285,523 ​ ​ 9,171,314 ​ ​ 87,976,319 ​ ​ 61,016,857 ​ ​ 8,327,968 ​ ​ 166,509,639 Issue of share capital 9,295 ​ 5,577 — ​ — ​ ( 5,577 ) ​ — ​ — ​ ​ — Buyback of preferred stock ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income — ​ — — ​ — ​ — ​ 2,289,886 ​ 232,197 ​ ​ 2,522,083 Exercise of options ​ 309 ​ ​ 185 ​ — ​ ​ — ​ ​ 2,511 ​ ​ — ​ ​ — ​ ​ 2,696 Dividends declared — ​ — — ​ — ​ — ​ ( 1,301,840 ) ​ ( 464,200 ) ​ ​ ( 1,766,040 ) Stock-based compensation — ​ — — ​ — ​ 205,137 ​ — ​ — ​ ​ 205,137 Balance as of June 30, 2022 38,239 ​ ​ 22,943 15,285,523 ​ ​ 9,171,314 ​ ​ 88,178,390 ​ ​ 62,004,903 ​ ​ 8,095,965 ​ ​ 167,473,515 Conversion of preferred stock ​ ( 6,585 ) ​ ​ ( 3,951 ) ​ 6,585 ​ ​ 3,951 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income — ​ — — ​ — ​ — ​ 317,694 ​ 217,415 ​ ​ 535,109 Exercise of options ​ 2,755 ​ ​ 1,653 ​ — ​ ​ — ​ ​ 22,390 ​ ​ — ​ ​ — ​ ​ 24,043 Purchase of non-controlling interests in PERC — ​ — — ​ — ​ — ​ — ​ ( 638,275 ) ​ ​ ( 638,275 ) Dividends declared — ​ — — ​ — ​ — ​ ( 1,302,110 ) ​ — ​ ​ ( 1,302,110 ) Stock-based compensation — ​ — — ​ — ​ 413,539 ​ — ​ — ​ ​ 413,539 Balance as of September 30, 2022 34,409 ​ $ 20,645 15,292,108 ​ $ 9,175,265 ​ $ 88,614,319 ​ $ 61,020,487 ​ $ 7,675,105 ​ $ 166,505,821 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 7 Table of Contents CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ 2023 2022 Net cash provided by operating activities - continuing operations ​ $ 9,245,264 ​ $ 16,926,429 Net cash used in operating activities - discontinued operations ​ ( 849,639 ) ​ ( 1,123,193 ) Net cash provided by operating activities ​ ​ 8,395,625 ​ ​ 15,803,236 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Purchase of certificate of deposit ​ ​ — ​ ​ ( 2,518,493 ) Maturity of certificate of deposit ​ ​ — ​ ​ 5,018,493 Additions to property, plant and equipment and construction in progress ​ ( 4,123,770 ) ​ ( 2,947,937 ) Proceeds from asset dispositions ​ 21,410 ​ 31,181 Purchase of remaining non-controlling interest in PERC ​ ​ ( 2,440,027 ) ​ ​ — Net cash used in investing activities ​ ​ ( 6,542,387 ) ​ ​ ( 416,756 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Dividends paid to common shareholders ​ ( 3,977,676 ) ​ ( 3,841,842 ) Dividends paid to preferred shareholders ​ ( 9,933 ) ​ ( 8,154 ) Dividends paid to non-controlling interests ​ ​ — ​ ​ ( 1,102,475 ) Buyback of redeemable preferred stock ​ ( 1,830 ) ​ — Proceeds received from exercise of stock options ​ ​ 99,764 ​ ​ 26,739 Principal repayments on long-term debt ​ ​ ( 82,347 ) ​ ​ ( 51,564 ) Net cash used in financing activities ​ ( 3,972,022 ) ​ ( 4,977,296 ) Net increase (decrease) in cash and cash equivalents ​ ( 2,118,784 ) ​ 10,409,184 Cash and cash equivalents at beginning of period ​ 50,711,751 ​ 40,358,059 Cash and cash equivalents at beginning of period - discontinued operations ​ ​ 442,252 ​ ​ 750,048 Less: cash and cash equivalents at end of period - discontinued operations ​ ​ ( 189,613 ) ​ ​ ( 432,002 ) Cash and cash equivalents at end of period ​ $ 48,845,606 ​ $ 51,085,289 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash transactions: ​ ​ ​ ​ ​ ​ Issuance of 13,309 and 9,295 , respectively, shares of redeemable preferred stock for services rendered ​ $ 287,922 ​ $ 133,197 Issuance of 44,783 and 41,830 , respectively, shares of common stock for services rendered ​ $ 621,811 ​ $ 521,016 Conversion (on a one-to-one basis) of 7,936 and 6,585 , respectively, shares of redeemable preferred stock to common stock ​ ​ 4,762 ​ ​ 3,951 Dividends declared but not paid ​ $ 1,500,218 ​ $ 1,302,754 Issuance of 368,383 and 0 , respectively, shares of common stock for the purchase of non-controlling interest in PERC ​ $ 5,359,973 ​ $ — Transfers from inventory to property, plant and equipment and construction in progress ​ $ 224,952 ​ $ 246,238 Transfers from construction in progress to property, plant and equipment ​ $ 525,673 ​ $ 413,416 Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 249,145 ​ $ — Purchase of equipment through issuance of long-term debt ​ $ — ​ $ 68,422 Transfers from prepaid expenses to property, plant and equipment ​ $ 255,379 ​ $ — Transfers from prepaid expenses to inventory ​ $ 238,032 ​ $ — ​ 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, 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”), 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”), and PERC Water Corporation ("PERC"); 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. On January 4, 2023, as a result of CW-Holdings' exercise of a call option in October 2022, CW-Holdings purchased the remaining 39 % ownership interest in PERC for $ 2.4 million in cash and 368,383 shares of the Company’s common stock, having a value of approximately $ 5.36 million based upon the opening trading price of the Company’s common stock on The Nasdaq Global Market on the date of the transaction. After giving effect to this purchase, CW-Holdings owns 100 % of the outstanding capital stock of PERC. In September 2021, Kalaeloa Desalco was formed to pursue a project encompassing the design, construction, operations and maintenance of a seawater reverse osmosis desalination plant in Oahu, Hawaii. On June 2, 2023, Kalaeloa Desalco, which is jointly owned by PERC and CW-Holdings, signed a definitive agreement with the Honolulu Board of Water Supply to design, build, operate and maintain a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii. 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, 2023. 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, 2022. 9 Table of Contents 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 $ 22,077 and ($ 8,068 ) for the three months ended September 30, 2023 and 2022, respectively, and $ 72,253 and $ 20,966 for the nine months ended September 30, 2023 and 2022, respectively, and are included in “Other income (expense) - Other” in the accompanying condensed consolidated statements of income. Cash and cash equivalents: Cash and cash equivalents consist of demand deposits at banks and certificates of deposit at banks with an original maturity of three months or less. Cash and cash equivalents as of September 30, 2023 and December 31, 2022 include approximately $ 5.1 million and $ 5.0 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. The equivalent United States dollar cash balances for deposits held in The Bahamas as of September 30, 2023 and December 31, 2022 were approximately $ 5.1 million and $ 5.7 million, respectively. Goodwill and intangible assets: Goodwill represents the excess cost of an acquired business over the fair value of the assets and liabilities of the acquired business as of the date of acquisition. Goodwill and intangible assets recorded as a result of a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or upon the identification of a triggering event. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units for goodwill impairment testing purposes, which consist of Cayman Water, the bulk segment (which is comprised of CW-Bahamas and OC-Cayman), PERC, 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. ​ As of December 31, 2022, the Company elected to assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment testing conducted in prior years for all reporting units other than the manufacturing reporting unit. The Company assessed relevant events and circumstances to evaluate whether it is more likely than not that the fair values of such reporting units are less than their carrying values. The events and circumstances assessed for each unit included macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, and other relevant events. Based upon this qualitative assessment the Company determined that it was more likely than not that the fair values of its Cayman Water and bulk segment reporting units exceeded their carrying values as of December 31, 2022. Based upon the Company’s negotiated, arms-length purchase of the remaining 39 % equity interest in PERC from its minority shareholders for $ 7.8 million in January 2023, the fair value of the Company’s PERC reporting unit exceeded its carrying value by 79 % as of December 31, 2022. ​ For the year ended December 31, 2022, the Company estimated the fair value of its manufacturing reporting unit by applying the discounted cash flow method, which relied upon seven-year discrete projections of operating results, working capital and capital expenditures, along with a terminal value subsequent to the discrete period. These seven-year projections were based upon historical and anticipated future results, general economic and market conditions, and considered the impact of planned business and operational strategies. The discount rates for the calculations represented the estimated cost of capital for market participants at the time of the analysis. The Company also estimated the fair value of its manufacturing reporting unit for the year ended December 31, 2022 by applying the guideline public company 10 Table of Contents method. The Company weighted the fair values estimated for its manufacturing reporting unit under each method and summed such weighted fair values to estimate the overall fair value for the reporting unit. The respective weightings the Company applied to each method for the year ended December 31, 2022 were 80 % to the discounted cash flow method and 20 % to the guideline public company method. ​ The fair value the Company estimated for its manufacturing reporting unit exceeded its carrying amount by 63 % as of December 31, 2022. ​ The Company believes that the inherent uncertainties associated with the accounting estimates and assumptions it uses for its estimates of its manufacturing reporting unit’s fair value have increased due to the current, less predictable economic conditions, which have resulted in increasing raw material prices, extended and unexpected delays in the procurement and delivery of its raw materials, and have also, the Company believes, adversely affected its customers. Should interest rates rise significantly in the future the Company would likely be required to increase the discount rate it uses under the discounted cash flow method to estimate the fair value of this reporting unit, and such increased discount rate in and of itself could decrease the estimated fair value of the manufacturing reporting unit under the discounted cash flow method. ​ As noted previously, based upon the Company’s estimation prepared as of December 31, 2022, the fair value of the Company’s manufacturing reporting unit exceeded its carrying value by 63 %. However, if the Company determines in the future that Aerex’s discounted future cash inflows will be less than its present expectations, the Company may be required to record impairment losses to reduce the remaining carrying values of its manufacturing reporting unit’s goodwill and its remaining unamortized intangible assets balances, which amounted to $ 1,985,211 and $ 684,444 , respectively, as of September 30, 2023. Any such impairment losses could have a material adverse impact on the Company’s consolidated results of operations. Income taxes: The Company accounts for the income taxes arising from the operations of its United States subsidiaries under the asset and liability method. Deferred tax assets and liabilities, if any, are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to the extent any deferred tax asset may not be realized. ​ The Company is not presently subject to income taxes in the other countries in which it operates. ​ Revenue recognition: Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company’s revenue disaggregated by revenue source. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Retail revenue ​ $ 7,216,574 ​ $ 6,274,650 ​ $ 22,560,998 ​ $ 19,114,653 Bulk revenue ​ 8,488,615 ​ 8,667,931 ​ 25,975,483 ​ 24,442,324 Services revenue ​ 29,427,664 ​ 8,731,124 ​ 66,243,328 ​ 18,530,427 Manufacturing revenue ​ 4,721,222 ​ 1,378,000 ​ 12,180,519 ​ 3,589,333 Total revenue ​ $ 49,854,075 ​ $ 25,051,705 ​ $ 126,960,328 ​ $ 65,676,737 ​ ​ ​ ​ ​ ​ 11 Table of Contents Services revenue consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Construction revenue ​ $ 24,204,446 ​ $ 4,781,613 ​ $ 52,563,822 ​ $ 5,347,023 Operations and maintenance revenue ​ 5,021,081 ​ 3,394,142 ​ 12,750,902 ​ 10,740,623 Design and consulting revenue ​ 202,137 ​ 555,369 ​ 928,604 ​ 2,442,781 Total services revenue ​ $ 29,427,664 ​ $ 8,731,124 ​ $ 66,243,328 ​ $ 18,530,427 ​ Retail revenue The Company produces and supplies water to end-users, including residential, commercial and governmental customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated areas on Grand Cayman. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 45 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. The Company recognizes revenue from 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 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 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. 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. Services and Manufacturing revenue The Company designs, builds, 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 U.S. The Company also provides design, engineering, management, procurement and construction services for desalination infrastructure through DesalCo, which serves customers in the Cayman Islands, The Bahamas and the British Virgin Islands. The Company, through Aerex, is a custom and specialty manufacturer of systems and products applicable to commercial, municipal and industrial water production and treatment. Substantially all of Aerex’s customers are U.S. companies. The Company generates construction, operations and maintenance, design and consulting revenue from PERC and DesalCo and generates manufacturing revenue from Aerex. 12 Table of Contents The Company recognizes revenue for its construction and custom/specialized manufacturing contracts over time under the input method using costs incurred (which represents work performed) to date relative to the total estimated costs at completion to measure progress toward satisfying a contract’s performance obligations as such measure best reflects the transfer of control of the promised good to the customer. 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 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. During the three and nine months ended September 30, 2023, the Company adjusted its previous estimates of the total contract costs for two of its construction contracts. These adjustments increased the services segment’s income from operations and the Company’s consolidated net income by $ 1,787,275 and $ 1,350,108 , respectively, for the three months ended September 30, 2023, and $ 3,549,028 and $ 2,680,936 for the nine months ended September 30, 2023, respectively. This adjustment increased diluted earnings per share by $ 0.08 and $ 0.17 for the three and nine months ended September 30, 2023, respectively. The Company has elected the “right to invoice” practical expedient for revenue recognition on its operations and maintenance, design and consulting contracts and recognizes revenue in the amount to which the Company has a right to invoice. Revenue recognized and amounts billed on contracts in progress are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2023 ​ 2022 ​ Revenue recognized to date on contracts in progress $ 86,655,434 ​ $ 25,469,014 ​ Amounts billed to date on contracts in progress ​ ( 94,162,641 ) ​ ( 33,407,182 ) ​ Retainage ​ ​ 6,951,198 ​ ​ 2,047,969 ​ Net contract liability ​ $ ( 556,009 ) ​ $ ( 5,890,199 ) ​ ​ The above net balances are reflected in the accompanying condensed consolidated balance sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2023 ​ 2022 ​ Contract assets $ 8,972,740 $ 2,913,722 ​ Contract liabilities ​ ( 9,528,749 ) ​ ( 8,803,921 ) ​ Net contract liability ​ $ ( 556,009 ) ​ $ ( 5,890,199 ) ​ ​ The significant increase in contract assets from December 31, 2022 to September 30, 2023 is primarily attributable to the construction contract with the WAC for the Red Gate plant. ​ As of September 30, 2023, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 189.3 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 $ 28.8 million during the remainder of the year ending December 31, 2023 and approximately $ 160.5 million thereafter . In addition, the Company recognized revenue of approximately $ 9.6 million in the nine months ended September 30, 2023, that was included in the contract liability balance as of December 31, 2022. 13 Table of Contents 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 2022 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 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 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 September 30, 2023 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 7,216,574 ​ $ 8,488,615 ​ $ 29,427,664 ​ $ 4,721,222 $ 49,854,075 Cost of revenue ​ 3,371,891 ​ 5,835,837 ​ 20,174,645 ​ 3,857,274 ​ 33,239,647 Gross profit ​ 3,844,683 ​ 2,652,778 ​ 9,253,019 ​ 863,948 ​ 16,614,428 General and administrative expenses ​ 4,225,825 ​ 347,668 ​ 861,835 ​ 437,162 ​ 5,872,490 Income (loss) from operations ​ $ ( 381,142 ) ​ $ 2,305,110 ​ $ 8,391,184 ​ $ 426,786 ​ 10,741,938 Other income, net ​ ​ ​ ​ ​ ​ 236,066 Income before income taxes ​ ​ ​ ​ ​ 10,978,004 Provision for income taxes ​ ​ ​ ​ ​ 1,976,453 Net income from continuing operations ​ ​ ​ ​ ​ 9,001,551 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 163,428 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 8,838,123 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 232,994 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 8,605,129 ​ Depreciation and amortization expenses for the three months ended September 30, 2023 for the retail, bulk, services and manufacturing segments were $ 593,306 , $ 748,594 , $ 182,825 and $ 68,197 , respectively. ​ 14 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, 2022 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 6,274,650 ​ $ 8,667,931 ​ $ 8,731,124 ​ $ 1,378,000 ​ $ 25,051,705 Cost of revenue ​ 3,231,973 ​ 6,446,549 ​ 7,333,982 ​ 1,195,428 ​ 18,207,932 Gross profit ​ 3,042,677 ​ 2,221,382 ​ 1,397,142 ​ 182,572 ​ 6,843,773 General and administrative expenses ​ 3,818,459 ​ 473,534 ​ 936,708 ​ 381,949 ​ 5,610,650 Gain on asset dispositions and impairments, net ​ 1,499 ​ 2,000 ​ — ​ — ​ 3,499 Income (loss) from operations ​ $ ( 774,283 ) ​ $ 1,749,848 ​ $ 460,434 ​ $ ( 199,377 ) ​ 1,236,622 Other expense, net ​ ​ ​ ​ ​ ( 168,980 ) Income before income taxes ​ ​ ​ ​ ​ 1,067,642 Provision for income taxes ​ ​ ​ ​ ​ 26,616 Net income from continuing operations ​ ​ ​ ​ ​ 1,041,026 Income attributable to non-controlling interests ​ ​ ​ ​ ​ 217,415 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 823,611 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 505,917 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 317,694 ​ Depreciation and amortization expenses for the three months ended September 30, 2022 for the retail, bulk, services and manufacturing segments were $ 567,086 , $ 707,788 , $ 175,732 and $ 71,734 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2023 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 22,560,998 ​ $ 25,975,483 ​ $ 66,243,328 ​ $ 12,180,519 $ 126,960,328 Cost of revenue ​ 10,355,817 ​ 18,010,718 ​ 46,466,864 ​ 9,489,870 ​ 84,323,269 Gross profit ​ 12,205,181 ​ 7,964,765 ​ 19,776,464 ​ 2,690,649 ​ 42,637,059 General and administrative expenses ​ 12,668,467 ​ 1,080,543 ​ 2,855,067 ​ 1,289,990 ​ 17,894,067 Gain (loss) on asset dispositions and impairments, net ​ ( 7,287 ) ​ 12,270 ​ — ​ 1,933 ​ 6,916 Income (loss) from operations ​ $ ( 470,573 ) ​ $ 6,896,492 ​ $ 16,921,397 ​ $ 1,402,592 ​ 24,749,908 Other income, net ​ ​ ​ ​ ​ ​ ​ 522,256 Income before income taxes ​ ​ ​ ​ ​ 25,272,164 Provision for income taxes ​ ​ ​ ​ ​ 4,366,005 Net income from continuing operations ​ ​ ​ ​ ​ 20,906,159 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 463,775 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 20,442,384 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 699,858 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 19,742,526 ​ Depreciation and amortization expenses for the nine months ended September 30, 2023 for the retail, bulk, services and manufacturing segments were $ 1,813,280 , $ 2,316,923 , $ 528,258 and $ 204,320 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15 Table of Contents ​ Nine Months Ended September 30, 2022 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 19,114,653 ​ $ 24,442,324 ​ $ 18,530,427 ​ $ 3,589,333 ​ $ 65,676,737 Cost of revenue ​ 9,404,124 ​ 16,781,251 ​ 14,849,029 ​ 3,177,299 ​ 44,211,703 Gross profit ​ 9,710,529 ​ 7,661,073 ​ 3,681,398 ​ 412,034 ​ 21,465,034 General and administrative expenses ​ 10,613,975 ​ 1,187,909 ​ 2,554,721 ​ 1,046,853 ​ 15,403,458 Gain on asset dispositions and impairments, net ​ 2,699 ​ 2,000 ​ 16,538 ​ — ​ 21,237 Income (loss) from operations ​ $ ( 900,747 ) ​ $ 6,475,164 ​ $ 1,143,215 ​ $ ( 634,819 ) ​ 6,082,813 Other income, net ​ ​ ​ ​ ​ 548,729 Income before income taxes ​ ​ ​ ​ ​ 6,631,542 Provision for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 83,041 Net income from continuing operations ​ ​ ​ ​ ​ 6,548,501 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 691,042 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 5,857,459 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 1,533,064 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 4,324,395 ​ Depreciation and amortization expenses for the nine months ended September 30, 2022 for the retail, bulk, services and manufacturing segments were $ 1,820,567 , $ 2,114,888 , $ 502,809 and $ 213,249 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2023 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 2,710,301 ​ $ 23,506,832 ​ $ 10,007,905 ​ $ 1,889,809 ​ $ 38,114,847 Inventory, current and non-current ​ $ 2,920,717 ​ $ 4,881,541 ​ $ 2,539,885 ​ $ 2,621,535 ​ $ 12,963,678 Contract assets ​ $ — ​ $ — ​ $ 6,698,713 ​ $ 2,274,027 ​ $ 8,972,740 Property, plant and equipment, net ​ $ 26,709,318 ​ $ 20,962,912 ​ $ 805,227 ​ $ 1,586,067 ​ $ 50,063,524 Construction in progress ​ $ 6,348,267 ​ $ 35,990 ​ $ — ​ $ 61,792 ​ $ 6,446,049 Intangibles, net ​ $ — ​ $ — ​ $ 1,724,444 ​ $ 684,444 ​ $ 2,408,888 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 5,320,416 ​ $ 1,985,211 ​ $ 10,425,013 Total segment assets ​ $ 59,409,833 ​ $ 62,538,537 ​ $ 53,885,758 ​ $ 14,335,484 ​ $ 190,169,612 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 21,427,879 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 211,597,491 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2022 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 2,953,927 ​ $ 16,554,940 ​ $ 5,838,721 ​ $ 1,698,594 ​ $ 27,046,182 Inventory, current and non-current ​ $ 2,759,659 ​ $ 4,037,684 ​ $ — ​ $ 3,481,486 ​ $ 10,278,829 Contract assets ​ $ — ​ $ — ​ $ 1,249,069 ​ $ 1,664,653 ​ $ 2,913,722 Property, plant and equipment, net ​ $ 27,697,490 ​ $ 22,510,658 ​ $ 759,409 ​ $ 1,561,988 ​ $ 52,529,545 Construction in progress ​ $ 3,643,889 ​ $ — ​ $ — ​ $ 61,792 ​ $ 3,705,681 Intangibles, net ​ $ — ​ $ — ​ $ 2,064,444 ​ $ 754,444 ​ $ 2,818,888 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 5,320,416 ​ $ 1,985,211 ​ $ 10,425,013 Total segment assets ​ $ 65,853,789 ​ $ 56,118,243 ​ $ 36,319,078 ​ $ 13,054,971 ​ $ 171,346,081 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 21,660,768 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 193,006,849 ​ ​ ​ 16 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 September 30, Nine Months Ended September 30, ​ 2023 2022 2023 2022 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 8,838,123 ​ $ 823,611 ​ $ 20,442,384 ​ $ 5,857,459 Less: preferred stock dividends ​ ( 4,295 ) ​ ( 2,925 ) ​ ( 11,305 ) ​ ( 8,609 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share ​ 8,833,828 ​ 820,686 ​ 20,431,079 ​ 5,848,850 Total loss from discontinued operations ​ ( 232,994 ) ​ ( 505,917 ) ​ ( 699,858 ) ​ ( 1,533,064 ) Net income available to common shares in the determination of basic earnings per common share ​ $ 8,600,834 ​ $ 314,769 ​ $ 19,731,221 ​ $ 4,315,786 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,742,854 ​ 15,290,597 ​ 15,734,234 ​ 15,287,233 Plus: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of preferred shares outstanding during the period ​ 45,950 ​ 35,366 ​ 38,385 ​ 31,041 Potential dilutive effect of unexercised options and unvested stock grants ​ 139,800 ​ 124,313 ​ 137,106 ​ 121,987 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,928,604 ​ 15,450,276 ​ 15,909,725 ​ 15,440,261 ​ ​ 5. Discontinued operations - Mexico project development ​ In 2010, the Company began the pursuit, through its Netherlands subsidiary, Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), and its Mexico subsidiary, N.S.C. Agua, S.A. de C.V. (“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. ​ 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 required public tender for the Project. A consortium (the “Consortium”) comprised of NSC, Suez Medio Ambiente México, S.A. de C.V. (“Suez MA”), a subsidiary of SUEZ International, S.A.S., and NuWater S.A.P.I. de C.V. (“NuWater”) 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. ​ 17 Table of Contents In August 2016, NSC and NuWater incorporated a new company under the name Aguas de Rosarito S.A.P.I. de C.V. (“AdR”) to pursue completion of the Project and executed a shareholders agreement for AdR agreeing among other things that (i) AdR would purchase the land and other Project assets from NSC on the date that the Project begins commercial operation and (ii) AdR would enter into a Management and Technical Services Agreement with NSC effective on the first day that the Project begins commercial operation. 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 Commission of Baja, California (“CEA”), and the Government of Baja California, as represented by the Secretary of Planning and Finance and the Public Utilities Commission of Tijuana (“CESPT”). The APP Contract required AdR to design, construct, finance and operate a seawater reverse osmosis desalination plant (and accompanying aqueduct) with a capacity of up to 100 million gallons per day in two phases: the first with a capacity of 50 million gallons per day and an aqueduct to the Mexican public water system in Tijuana, Baja California and the second phase with a capacity of 50 million gallons per day. The first phase was to be operational within 36 months of commencing construction and the second phase was to be operational by January 2025. The APP Contract further required AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueduct would have been transferred to CEA. 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. ​ 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 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 required that 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. 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 their 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 formal response from CEA or CESPT to its submission of non-recoverable expenses. ​ The Company believes CW-Cooperatief, as a Netherlands company, 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 invited Mexico to seek a resolution of this investment dispute through consultation and negotiation, but stated that if the dispute cannot be resolved in this manner, CW-Cooperatief would refer the dispute to the International Centre for the Settlement of International Disputes for arbitration, as provided for in the Treaty. On June 29, 2021, the Mexican Ministry of Economy responded to CW-Cooperatief’s letter and proposed to hold a consultation meeting. Two such meetings were held on July 9, 2021 and August 2, 2021 on a confidential basis, without a resolution of the Company’s investment dispute. ​ ​On February 9, 2022, CW-Cooperatief, filed a Request for Arbitration with the International Centre for Settlement of International Disputes requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$ 51 million 18 Table of Contents plus MXN$ 137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest. CW-Cooperatief intends to pursue vigorously the relief sought in the arbitration, in addition to pursuing all other legal remedies and courses of action available under the operative contracts and applicable law with respect to their rights, damages, fees and expenses. The Company cannot provide any assurances that CW-Cooperatief will be able to obtain the relief sought in the arbitration, and the Company has incurred and will continue to incur legal and other arbitration-related expenses that are material to its consolidated results of operations and cash flows. During July 2022, the State initiated discussions with the Company to potentially resolve the issues related to the cancellation by the government of the Rosarito desalination plant contract as well as potentially addressing the State’s acute water shortage issues. The Company cannot presently determine the outcome of the discussions and the Company has not terminated its efforts to obtain relief through the international arbitration process as a result of these discussions. ​ 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. ​ As a result of the cancellation of the APP Contract, in 2020 the Company discontinued all development activities associated with the Project 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 the costs for legal and administrative activities to pursue reimbursement from the State of Baja California following the cancellation of the APP Contract, have been classified as discontinued operations in the accompanying condensed consolidated financial statements. ​ Summarized financial information for the discontinued Mexico project development operation is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ ​ 2023 ​ ​ 2022 ​ ​ ​ ​ ​ Cash $ 189,613 $ 442,252 Accounts receivable ​ ​ 12,675 ​ ​ 12,675 Prepaid expenses and other current assets ​ ​ 96,303 ​ ​ 76,553 Land ​ 21,126,898 ​ 21,126,898 Other assets ​ 2,390 ​ 2,390 Total assets of discontinued operations ​ $ 21,427,879 ​ $ 21,660,768 ​ ​ ​ Total liabilities of discontinued operations ​ $ 259,853 ​ $ 389,884 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2023 2022 ​ 2023 2022 Revenue $ — $ — $ — $ — Loss from discontinued operations ​ $ 232,994 ​ $ 505,917 ​ $ 699,858 ​ $ 1,533,064 Depreciation expense ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ Mexico Project litigation a) EWG request of precautionary measures In January 2018, EWG Water LLC (“EWG”) initiated an ordinary mercantile claim against, among others, 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 such claim, EWG challenged, among other things, the transactions contemplated under a certain option agreement (entered into in 2012), and therefore, the capital investment transactions occurring in May 2013 that increased the ownership interest of CW-Cooperatief in NSC to 99.99 %. On October 1, 2020, and following an order from a Federal 19 Table of Contents 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. Within the above-mentioned claim, the Tenth Civil Judge granted EWG certain preliminary measures against NSC, which were later overturned by an Upper Court. ​ In July 2023, EWG filed a motion before a local court in Playas de Rosarito, Baja California (the “Rosarito Court”) to obtain precautionary measures consisting of the securing of assets owned by NSC (particularly real estate), as a procedure prior to the commencement of an arbitration that allegedly would be initiated by EWG against NSC to claim the payment of an indemnification for damages derived from a so-called simulation of legal acts. In the opinion of the Rosarito Court, such motion did not require notification to NSC or the presentation of counterarguments by NSC to the motion prior to securing the assets of NSC. ​ On July 28, 2023, the Rosarito Court issued a resolution in which it: (i) granted the precautionary measures requested by EWG, subject to the posting of a bond in the amount of MXN$ 1,500,000 (One Million Five Hundred Thousand Mexican Pesos), and (ii) ordered that once the precautionary measures were executed, NSC would be summoned to that procedure and EWG would have three business days to prove that it initiated the arbitration. ​ To the Company’s knowledge, EWG has not posted the bond set by the Rosarito Court. Therefore: (i) the precautionary measures have not been enforced, (ii) no securing or attachment has been registered against the real estate of NSC; and (iii) NSC has not been formally summoned to this procedure. ​ Furthermore, NSC is unaware of any arbitration commenced by EWG regarding this matter. ​ b) NSC amparo lawsuit On August 16, 2023, NSC filed an amparo suit (i.e., application for constitutional relief) before the Eleventh Federal District Court in Tijuana (“Eleventh Federal Court”) against the precautionary measures granted to EWG by the Rosarito Court. ​ In its amparo suit, NSC also requested the Eleventh Federal Court to grant an order to put on hold said precautionary measures. A preliminary order to stay was granted by the Eleventh Federal Court, followed by a definitive injunction, subject to the posting of a guarantee. NSC has submitted the guarantee to the court. ​ The Company cannot presently determine what impact the resolution of this matter may have on its consolidated financial statements. ​ 6. Leases The Company’s leases consist primarily of leases for office and warehouse space. For leases with terms greater than twelve months, the related asset and obligation are recorded at the present value of the lease payments over the term. Many of these leases contain rental escalation clauses which are factored into the determination of the lease payments when appropriate. When available, the lease payments are discounted using the rate implicit in the lease; however, the Company’s current leases do not provide a readily determinable implicit rate. Therefore, the Company’s incremental borrowing rate is estimated to discount the lease payments based on information available at the lease commencement. These leases contain both lease and non-lease components, which the Company has elected to treat as a single lease component. The Company elected not to recognize leases that have an original lease term, including reasonably certain renewal or purchase obligations, of twelve months or less in its condensed consolidated balance sheets for all classes of underlying assets. Lease costs for such short-term leases are expensed on a straight-line basis over the lease term. 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 is not included in the lease amounts presented in the condensed consolidated balance sheets. 20 Table of Contents All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the condensed consolidated balance sheet date. Lease assets and liabilities The following table presents the lease-related assets and liabilities and their respective classification on the condensed consolidated balance sheets: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ 2023 ​ 2022 ASSETS ​ ​ ​ Current ​ ​ ​ Prepaid expenses and other current assets ​ $ 192,394 ​ $ 35,624 Current assets of discontinued operations ​ ​ 813 ​ ​ 7,979 Noncurrent ​ ​ ​ ​ Operating lease right-of-use assets ​ 1,720,637 ​ 2,058,384 Total lease right-of-use assets ​ $ 1,913,844 ​ $ 2,101,987 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ Current ​ ​ ​ Current maturities of operating leases ​ $ 471,506 ​ $ 546,851 Current liabilities of discontinued operations ​ ​ 743 ​ ​ 7,361 Noncurrent ​ ​ ​ ​ Noncurrent operating leases ​ ​ 1,481,005 ​ ​ 1,590,542 Total lease liabilities ​ $ 1,953,254 ​ $ 2,144,754 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ Operating leases ​ 6.2 years ​ 6.6 years Operating leases - discontinued operations ​ ​ 0.1 years ​ ​ 0.8 years ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ Operating leases ​ 5.45 % ​ 5.11 % Operating leases - discontinued operations ​ ​ 4.96 % ​ ​ 4.96 % ​ The components of lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Operating lease costs ​ $ 181,201 ​ $ 168,910 ​ $ 544,530 ​ $ 523,107 Short-term lease costs ​ 78,189 ​ ​ 25,345 ​ 128,992 ​ ​ 75,629 Lease costs - discontinued operations ​ ​ 14,942 ​ ​ 10,185 ​ ​ 34,371 ​ ​ 29,767 Total lease costs ​ $ 274,332 ​ $ 204,440 ​ $ 707,893 ​ $ 628,503 ​ Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2023 ​ 2022 Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ Operating cash outflows for operating leases ​ $ 589,354 ​ $ 582,044 Operating cash outflows for operating leases - discontinued operations ​ ​ 8,405 ​ ​ 6,923 ​ 21 Table of Contents Future lease payments relating to the Company’s operating lease liabilities from continuing operations as of September 30, 2023 were as follows: ​ ​ ​ ​ ​ Years ending December 31, Total 2023 ​ $ 175,649 2024 ​ 482,694 2025 ​ 361,961 2026 ​ 274,959 2027 ​ ​ 229,416 Thereafter ​ 778,460 Total future lease payments ​ 2,303,139 Less: imputed interest ​ ( 350,628 ) Total lease obligations ​ 1,952,511 Less: current obligations ​ ( 471,506 ) Noncurrent lease obligations ​ $ 1,481,005 ​ ​ 7. Fair value As of September 30, 2023 and December 31, 2022, the carrying amounts of cash equivalents, accounts receivable, accounts payable, accrued expenses, accrued compensation, dividends payable and other current liabilities approximate their fair values due to the short-term maturities of these instruments. Under US GAAP, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews its fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. As of September 30, 2023 and December 31, 2022, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy. ​ ​ 22 Table of Contents 8 . Contingencies Cayman Water ​ The Company sells water through its Cayman Water retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. 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 September 30, 2023 and 2022, the Company generated approximately 14 % and 25 %, respectively, of its consolidated revenue and 23 % and 44 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license. For the nine months ended September 30, 2023 and 2022, the Company generated approximately 18 % and 29 %, respectively, of its consolidated revenue and 29 % and 45 %, 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 a royalty of 7.5 % of the revenue that Cayman Water collects as required under the 1990 license. In October 2016, the Government of the Cayman Islands passed legislation which created a new utilities regulation and competition office (“OfReg”). 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 consolidated 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 $ 23.2 million and $ 16.3 million as of September 30, 2023 and December 31, 2022, respectively. Approximately 76 % and 65 % of the accounts receivable balances were delinquent as of those dates, respectively. ​ From time to time, 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, including accrued interest thereon, 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. 23 Table of Contents ​ CW-Bahamas recently held discussions with the Ministry of Finance of the Government of The Bahamas which stated that the Government intends to return all of CW-Bahamas’ accounts receivable from the WSC to current status. ​ In a report dated October 6, 2022, Moody’s Investor Services (“Moody’s”) downgraded the Government of The Bahamas’ long-term issuer and senior unsecured ratings to B1 from Ba3. Moody’s also lowered The Bahamas’ local currency ceiling to Baa3 from Baa2 and its foreign currency ceiling to Ba1 from Baa3. Moody’s iterated these ratings in April 2023, noting that such ratings are “stable.” Based upon its review of this Moody’s correspondence, the Company continues to believe that no allowance for doubtful accounts is required for CW-Bahamas’ accounts receivable from the WSC. ​ If CW-Bahamas is unable to collect a sufficient portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) the Company may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) the Company may be required to provide an 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, purchased engineering and technology support services from various companies formerly affiliated with PERC, as a minority shareholder in these companies was also a minority shareholder of PERC. On January 4, 2023, as a result of CW-Holdings' exercise of a call option in October 2022, CW-Holdings purchased the remaining 39 % ownership interest in PERC. After giving effect to this purchase, CW-Holdings owns 100 % of the outstanding capital stock of PERC and, consequently, transactions with the formerly affiliated companies no longer constitute related party transactions. During the three and nine months ended September 30, 2022, the Company made total purchases of services from these companies of approximately $ 685,000 and $ 2,166,000 , respectively. These total purchases are included in the Company’s cost of revenue in the accompanying condensed consolidated statements of income. ​ PERC entered into a sublease agreement with one of these formerly affiliated companies that commenced on March 14, 2021 and ended August 31, 2021. This lease was extended on a month-to-month basis subsequent to August 31, 2021. During the three and nine months ended September 30, 2022, the Company recognized approximately $ 24,000 and $ 73,000 , respectively, of expense related to this lease. This lease expense 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 December 31, 2022, was approximately $ 404,000 . ​ 10. Impact of recent accounting standards Adoption of new accounting standards: Financial Accounting Standard Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments, and related amendments, introduces new guidance which makes substantive changes to the accounting for credit losses. This guidance introduces the current expected credit losses (“CECL”) model which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering information about historical events, current conditions, and reasonable and supportable forecasts and is generally expected to result in earlier recognition of credit losses. The Company adopted this guidance as of January 1, 2023 using the modified retrospective approach. The impact of this adoption was not material to the Company’s consolidated financial statements. Effect of newly issued but not yet effective accounting standards: None. ​ 24 Table of Contents 11. Subsequent events On November 2, 2023 (the “Closing Date”), the Company, through its wholly-owned indirect subsidiary, PERC, entered into a stock purchase agreement (the “Purchase Agreement”) with Linda Ramey and Robert W. Ramey (collectively, the “Sellers”). Pursuant to the terms of the Purchase Agreement, effective as of October 1, 2023 (the “Effective Date”), PERC purchased a 100 % ownership interest in Ramey Environmental Compliance, Inc., a Colorado company (“REC”), for an aggregate purchase price of approximately $ 4,200,000 . Of the total purchase price, (a) approximately $ 3,850,000 was paid on the Closing Date and (b) $ 350,000 will be paid on the earlier of (i) the second anniversary of the Effective Date and (ii) the expiration of the “Term” (as defined in the respective employment agreements between REC and the Sellers), provided that neither of the employment agreements between REC and the sellers has been terminated by REC for “Cause” (as defined in the employment agreements) or by the Sellers without “Good Reason” (as defined in the employment agreements) before the expiration of the “Term” (as defined in the employment agreements). The Company has not yet completed its initial accounting for this business combination related to its opening balance sheet as of the date of these financial statements. ​ REC operates and maintains water and wastewater treatment facilities and provides technical services to clients throughout the Rocky Mountain and Eastern Plains Regions of Colorado. REC is headquartered in Frederick, Colorado. ​ 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. ​ 25 Table of Contents