Consolidated Water Co. Ltd. 10-Q

ITEM 1. FINANCIAL STATEMENTS ​ CONSOLIDATED WATER CO. LTD. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ 2024 ​ ​ 2023 ​ ​ (Unaudited) ​ ​ ​ ​ ASSETS ​ ​ ​ Current assets ​ ​ ​ Cash and cash equivalents ​ $ 104,869,627 ​ $ 42,621,898 ​ Accounts receivable, net ​ 37,199,621 ​ 38,226,891 ​ Inventory ​ 3,928,851 ​ 6,044,642 ​ Prepaid expenses and other current assets ​ 5,675,517 ​ 4,056,370 ​ Contract assets ​ 1,958,361 ​ 21,553,057 ​ Current assets of discontinued operations ​ 314,847 ​ 211,517 ​ Total current assets ​ ​ 153,946,824 ​ 112,714,375 ​ Property, plant and equipment, net ​ 53,203,218 ​ 55,882,521 ​ Construction in progress ​ 2,799,135 ​ 495,471 ​ Inventory, noncurrent ​ 5,180,540 ​ 5,045,771 ​ Investment in OC-BVI ​ 1,384,891 ​ 1,412,158 ​ Goodwill ​ 12,861,404 ​ 12,861,404 ​ Intangible assets, net ​ 2,860,907 ​ 3,353,185 ​ Operating lease right-of-use assets ​ ​ 3,328,936 ​ ​ 2,135,446 ​ Other assets ​ 2,801,873 ​ 3,407,973 ​ Long-term assets of discontinued operations ​ — ​ 21,129,288 ​ Total assets ​ $ 238,367,728 ​ $ 218,437,592 ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 7,108,726 ​ $ 11,604,369 ​ Accrued compensation ​ 3,747,516 ​ 3,160,030 ​ Dividends payable ​ 1,803,926 ​ 1,572,655 ​ Current maturities of operating leases ​ ​ 633,971 ​ ​ 456,865 ​ Current portion of long-term debt ​ ​ 151,276 ​ ​ 192,034 ​ Contract liabilities ​ 6,018,720 ​ 6,237,011 ​ Deferred revenue ​ ​ 170,551 ​ ​ 317,017 ​ Current liabilities of discontinued operations ​ 451,839 ​ 364,665 ​ Total current liabilities ​ 20,086,525 ​ 23,904,646 ​ Long-term debt, noncurrent ​ ​ 91,561 ​ ​ 191,190 ​ Deferred tax liabilities ​ 227,253 ​ 530,780 ​ Noncurrent operating leases ​ ​ 2,784,742 ​ ​ 1,827,302 ​ Other liabilities ​ 153,000 ​ 153,000 ​ Deferred revenue ​ ​ 38,424 ​ ​ — ​ Total liabilities ​ 23,381,505 ​ 26,606,918 ​ Commitments and contingencies ​ ​ ​ Equity ​ ​ ​ Consolidated Water Co. Ltd. stockholders' equity ​ ​ ​ Redeemable preferred stock, $ 0.60 par value. Authorized 200,000 shares; issued and outstanding 44,650 and 44,297 shares, respectively ​ 26,790 ​ 26,578 ​ Class A common stock, $ 0.60 par value. Authorized 24,655,000 shares; issued and outstanding 15,834,459 and 15,771,545 shares, respectively ​ 9,500,675 ​ 9,462,927 ​ Class B common stock, $ 0.60 par value. Authorized 145,000 shares; none issued ​ — ​ — ​ Additional paid-in capital ​ 93,074,517 ​ 92,188,887 ​ Retained earnings ​ 107,164,155 ​ 85,148,820 ​ Total Consolidated Water Co. Ltd. stockholders' equity ​ 209,766,137 ​ 186,827,212 ​ Non-controlling interests ​ 5,220,086 ​ 5,003,462 ​ Total equity ​ 214,986,223 ​ 191,830,674 ​ Total liabilities and equity ​ $ 238,367,728 ​ $ 218,437,592 ​ ​ 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, ​ 2024 2023 2024 2023 Revenue ​ $ 33,390,557 ​ $ 49,854,075 ​ $ 105,559,105 ​ $ 126,960,328 Cost of revenue ​ 21,755,899 ​ 33,239,647 ​ 68,426,210 ​ 84,323,269 Gross profit ​ 11,634,658 ​ 16,614,428 ​ 37,132,895 ​ 42,637,059 General and administrative expenses ​ 6,955,969 ​ 5,872,490 ​ 20,126,292 ​ 17,894,067 Gain on asset dispositions and impairments, net ​ 201,582 ​ — ​ 198,452 ​ 6,916 Income from operations ​ 4,880,271 ​ 10,741,938 ​ 17,205,055 ​ 24,749,908 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ 626,801 ​ 196,567 ​ 1,341,797 ​ 396,348 Interest expense ​ ( 32,801 ) ​ ( 34,020 ) ​ ( 99,740 ) ​ ( 108,111 ) Profit-sharing income from OC-BVI ​ 20,250 ​ 12,150 ​ 52,650 ​ 38,475 Equity in the earnings of OC-BVI ​ 53,370 ​ 37,182 ​ 147,333 ​ 108,012 Other ​ 56,420 ​ 24,187 ​ 118,610 ​ 87,532 Other income, net ​ 724,040 ​ 236,066 ​ 1,560,650 ​ 522,256 Income before income taxes ​ 5,604,311 ​ 10,978,004 ​ 18,765,705 ​ 25,272,164 Provision for income taxes ​ 490,209 ​ 1,976,453 ​ 2,175,838 ​ 4,366,005 Net income from continuing operations ​ 5,114,102 ​ 9,001,551 ​ 16,589,867 ​ 20,906,159 Income from continuing operations attributable to non-controlling interests ​ 156,784 ​ 163,428 ​ 448,724 ​ 463,775 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ 4,957,318 ​ 8,838,123 ​ 16,141,143 ​ 20,442,384 Net income (loss) from discontinued operations ​ ​ ( 502,854 ) ​ ​ ( 232,994 ) ​ ​ 10,637,926 ​ ​ ( 699,858 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 4,454,464 ​ $ 8,605,129 ​ $ 26,779,069 ​ $ 19,742,526 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.31 ​ $ 0.56 ​ $ 1.02 ​ $ 1.30 Discontinued operations ​ ​ ( 0.03 ) ​ ​ ( 0.01 ) ​ ​ 0.67 ​ ​ ( 0.05 ) Basic earnings per share ​ $ 0.28 ​ $ 0.55 ​ $ 1.69 ​ $ 1.25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings (loss) per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ ​ ​ ​ Continuing operations ​ $ 0.31 ​ $ 0.55 ​ $ 1.01 ​ $ 1.28 Discontinued operations ​ ​ ( 0.03 ) ​ ​ ( 0.01 ) ​ ​ 0.67 ​ ​ ( 0.04 ) Diluted earnings per share ​ $ 0.28 ​ $ 0.54 ​ $ 1.68 ​ $ 1.24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared per common and redeemable preferred shares ​ $ 0.11 ​ $ 0.095 ​ $ 0.30 ​ $ 0.265 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares used in the determination of: ​ ​ ​ ​ Basic earnings per share ​ 15,833,715 ​ 15,742,854 ​ 15,830,599 ​ 15,734,234 Diluted earnings per share ​ 15,989,601 ​ 15,928,604 ​ 15,986,019 ​ 15,909,725 ​ 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, 2023 ​ 44,297 ​ $ 26,578 ​ 15,771,545 ​ $ 9,462,927 ​ $ 92,188,887 ​ $ 85,148,820 ​ $ 5,003,462 ​ $ 191,830,674 Issue of share capital — ​ — 57,384 ​ 34,430 ​ ( 34,430 ) ​ — ​ — ​ — Buyback of preferred stock ( 272 ) ​ ( 163 ) — ​ — ​ ( 2,727 ) ​ — ​ — ​ ( 2,890 ) Net income — ​ — — ​ — ​ — ​ 6,474,348 ​ 169,068 ​ 6,643,416 Dividends declared — ​ — — ​ — ​ — ​ ( 1,510,082 ) ​ — ​ ( 1,510,082 ) Stock-based compensation — ​ — — ​ — ​ 279,875 ​ — ​ — ​ 279,875 Balance as of March 31, 2024 44,025 ​ ​ 26,415 15,828,929 ​ ​ 9,497,357 ​ ​ 92,431,605 ​ ​ 90,113,086 ​ ​ 5,172,530 ​ ​ 197,240,993 Issue of share capital 5,904 ​ 3,542 — ​ — ​ ( 3,542 ) ​ — ​ — ​ — Conversion of preferred stock ​ ( 643 ) ​ ​ ( 386 ) ​ 643 ​ ​ 386 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Buyback of preferred stock ​ ( 229 ) ​ ​ ( 137 ) ​ — ​ ​ — ​ ​ ( 2,144 ) ​ ​ — ​ ​ — ​ ​ ( 2,281 ) Net income — ​ — — ​ — ​ — ​ 15,850,257 ​ 122,872 ​ 15,973,129 Dividends declared — ​ — — ​ — ​ — ​ ( 1,507,710 ) ​ — ​ ( 1,507,710 ) Stock-based compensation — ​ — — ​ — ​ 297,368 ​ — ​ — ​ 297,368 Balance as of June 30, 2024 49,057 ​ ​ 29,434 15,829,572 ​ ​ 9,497,743 ​ ​ 92,723,287 ​ ​ 104,455,633 ​ ​ 5,295,402 ​ ​ 212,001,499 Conversion of preferred stock ​ ( 4,887 ) ​ ​ ( 2,932 ) ​ 4,887 ​ ​ 2,932 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Buyback of preferred stock ​ ( 563 ) ​ ​ ( 338 ) ​ — ​ ​ — ​ ​ ( 5,306 ) ​ ​ — ​ ​ — ​ ​ ( 5,644 ) Net income — ​ — — ​ — ​ — ​ 4,454,464 ​ 156,784 ​ 4,611,248 Exercise of options ​ 1,043 ​ ​ 626 ​ — ​ ​ — ​ ​ 23,127 ​ ​ — ​ ​ — ​ ​ 23,753 Dividends declared — ​ — — ​ — ​ — ​ ( 1,745,942 ) ​ ( 232,100 ) ​ ( 1,978,042 ) Stock-based compensation — ​ — — ​ — ​ 333,409 ​ — ​ — ​ 333,409 Balance as of September 30, 2024 44,650 ​ $ 26,790 15,834,459 ​ $ 9,500,675 ​ $ 93,074,517 ​ $ 107,164,155 ​ $ 5,220,086 ​ $ 214,986,223 ​ 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, 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 ​ 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, ​ 2024 2023 Cash flows from operating activities ​ ​ ​ ​ Net income attributable to Consolidated Water Co. Ltd. stockholders ​ $ 26,779,069 ​ $ 19,742,526 Income from continuing operations attributable to non-controlling interests ​ ​ 448,724 ​ ​ 463,775 Net income ​ ​ 27,227,793 ​ ​ 20,206,301 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ Gain on sale of land and project documentation ​ ​ ( 12,134,766 ) ​ ​ — Foreign currency transaction adjustment - discontinued operations ​ ​ 60,915 ​ ​ ( 966 ) Loss from discontinued operations ​ 1,435,925 ​ 700,824 Depreciation and amortization ​ 5,020,410 ​ 4,862,781 Deferred income tax benefit ​ ( 303,527 ) ​ ( 94,021 ) Provision for credit losses ​ ​ 390,108 ​ ​ 9,215 Compensation expense relating to stock and stock option grants ​ 910,652 ​ 1,447,093 Gain on asset dispositions and impairments, net ​ ( 198,452 ) ​ ( 6,916 ) Profit-sharing and equity in earnings of OC-BVI ​ ( 199,983 ) ​ ( 146,487 ) Distribution of earnings from OC-BVI ​ 227,250 ​ 303,000 ​ ​ ​ ​ ​ ​ ​ Change in: ​ ​ ​ ​ Accounts receivable ​ 637,162 ​ ( 11,080,886 ) Contract assets ​ ​ 19,594,696 ​ ​ ( 6,059,018 ) Inventory ​ 1,529,545 ​ ( 2,671,769 ) Prepaid expenses and other assets ​ ( 1,269,737 ) ​ ( 1,978,213 ) Accounts payable, accrued expenses and other current liabilities ​ ( 3,908,157 ) ​ 2,957,670 Contract liabilities ​ ​ ( 218,291 ) ​ ​ 724,828 Operating lease liabilities ​ ​ ( 3,905 ) ​ ​ ( 3,905 ) Deferred revenue ​ ​ ( 108,042 ) ​ ​ 75,733 Net cash provided by operating activities - continuing operations ​ ​ 38,689,596 ​ ​ 9,245,264 Net cash used in operating activities - discontinued operations ​ ( 1,432,041 ) ​ ( 849,639 ) Net cash provided by operating activities ​ ​ 37,257,555 ​ ​ 8,395,625 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Additions to property, plant and equipment and construction in progress ​ ( 3,747,250 ) ​ ( 4,123,770 ) Proceeds from asset dispositions ​ 446,337 ​ 21,410 Proceeds from Mexican settlement agreement ​ 33,261,664 ​ — Purchase of remaining non-controlling interest in PERC ​ ​ — ​ ​ ( 2,440,027 ) Net cash provided by (used in) investing activities ​ ​ 29,960,751 ​ ​ ( 6,542,387 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Dividends paid to common shareholders ​ ( 4,519,412 ) ​ ( 3,977,676 ) Dividends paid to preferred shareholders ​ ( 13,051 ) ​ ( 9,933 ) Dividends paid to non-controlling interests ​ ​ ( 232,100 ) ​ ​ — Buyback of redeemable preferred stock ​ ( 10,815 ) ​ ( 1,830 ) Proceeds received from exercise of stock options ​ ​ 23,753 ​ ​ 99,764 Principal repayments on long-term debt ​ ​ ( 140,387 ) ​ ​ ( 82,347 ) Net cash used in financing activities ​ ( 4,892,012 ) ​ ( 3,972,022 ) Net increase (decrease) in cash and cash equivalents ​ 62,326,294 ​ ( 2,118,784 ) Cash and cash equivalents at beginning of period ​ 42,621,898 ​ 50,711,751 Cash and cash equivalents at beginning of period - discontinued operations ​ ​ 91,283 ​ ​ 442,252 Less: cash and cash equivalents at end of period - discontinued operations ​ ​ ( 169,848 ) ​ ​ ( 189,613 ) Cash and cash equivalents at end of period ​ $ 104,869,627 ​ $ 48,845,606 ​ ​ ​ ​ ​ ​ ​ Non-cash transactions: ​ ​ ​ ​ ​ ​ Issuance of 5,904 and 13,309 , respectively, shares of redeemable preferred stock for services rendered ​ $ 148,485 ​ $ 287,922 Issuance of 57,384 and 44,783 , respectively, shares of common stock for services rendered ​ $ 730,524 ​ $ 621,811 Conversion (on a one-to-one basis) of 5,530 and 7,936 , respectively, shares of redeemable preferred stock to common stock ​ $ 3,318 ​ $ 4,762 Dividends declared but not paid ​ $ 1,746,702 ​ $ 1,500,218 Issuance of 0 and 368,383 , 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 ​ $ 451,477 ​ $ 224,952 Transfers from construction in progress to property, plant and equipment ​ $ 875,580 ​ $ 525,673 Right-of-use assets obtained in exchange for new operating lease liabilities ​ $ 1,604,702 ​ $ 249,145 Transfers from prepaid expenses to property, plant and equipment ​ $ 67,136 ​ $ 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, constructs and sells water production and water treatment infrastructure and manages water infrastructure for commercial and governmental customers. The Company also manufactures a wide range of specialized and custom water industry related products and provides design, engineering, operating and other services applicable to commercial, municipal and industrial water production, supply and treatment. ​ 2. Accounting policies Basis of consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company’s (i) wholly-owned subsidiaries, Aerex Industries, Inc. (“Aerex”), Aquilex, Inc. (“Aquilex”), Cayman Water Company Limited (“Cayman Water”), Consolidated Water Cooperatief, U.A. (“CW-Cooperatief”), Consolidated Water U.S. Holdings, Inc. (“CW-Holdings”), DesalCo Limited (“DesalCo”), Kalaeloa Desalco LLC (“Kalaeloa Desalco”), Ocean Conversion (Cayman) Limited (“OC-Cayman”), PERC Water Corporation ("PERC") and Ramey Environmental Compliance, Inc. (“REC”); and (ii) majority-owned subsidiaries Consolidated Water (Bahamas) Ltd. (“CW-Bahamas”), N.S.C. Agua, S.A. de C.V. (“NSC”), and Aguas de Rosarito S.A.P.I. de C.V. (“AdR”). The Company’s investment in its affiliate Ocean Conversion (BVI) Ltd. (“OC-BVI”) is accounted for using the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation. In 2019 and 2020, CW-Holdings acquired 61 % of PERC. In January 2023, CW-Holdings purchased the remaining 39 % ownership interest in PERC for $ 2.4 million in cash, and 368,383 shares of the Company’s common stock having a value of approximately $ 5.36 million based upon the opening trading price of the Company’s common stock on The Nasdaq Global Market on the date of the transaction. In September 2021, Kalaeloa Desalco was formed to pursue a project in Oahu, Hawaii. On June 2, 2023, Kalaeloa Desalco signed a definitive agreement with the Honolulu Board of Water Supply to design, construct, operate and maintain a 1.7 million gallons per day seawater reverse osmosis desalination plant in Oahu, Hawaii. Effective October 1, 2023, the Company purchased, through its wholly-owned subsidiary PERC, a 100 % ownership interest in REC, a Colorado company that operates and maintains water and wastewater treatment facilities and provides technical services to clients throughout the Rocky Mountain and Eastern Plains Regions of Colorado. PERC acquired REC for approximately $ 4.1 million and recorded goodwill and intangible assets from this acquisition of $ 2,436,391 and $ 1,108,390 respectively. 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, 2024. 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 9 Table of Contents 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, 2023. Foreign currency: The Company’s reporting currency is the United States dollar (“US$”). The functional currency of the Company and its foreign operating subsidiaries (other than NSC, AdR, and CW-Cooperatief) is the currency for each respective country. The functional currency for NSC, AdR, and CW-Cooperatief is the US$. NSC and AdR conduct business in US$ and Mexican pesos and CW-Cooperatief conducts business in US$ and euros. The exchange rates for the Cayman Islands dollar and the Bahamian dollar are fixed to the US$. The exchange rates for conversion of Mexican pesos and euros into US$ vary based upon market conditions. Net foreign currency gains arising from transactions and re-measurements were $ 24,807 and $ 22,077 for the three months ended September 30, 2024 and 2023, respectively, and $ 65,606 and $ 72,253 for the nine months ended September 30, 2024 and 2023, 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 original maturities of three months or less. Cash and cash equivalents as of September 30, 2024 and December 31, 2023 include approximately $ 5.2 million and $ 5.1 million, respectively, of certificates of deposits with original maturities of three months or less. Certain transfers from the Company’s Bahamas bank accounts to Company bank accounts in other countries require the approval of the Central Bank of The Bahamas. The equivalent United States dollar cash balances held in The Bahamas as of September 30, 2024 and December 31, 2023 were approximately $ 11.4 million and $ 3.0 million, respectively. Goodwill and intangible assets: Goodwill represents the excess cost of an acquired business over the fair value of the assets and liabilities of the acquired business as of the date of acquisition. Goodwill and intangible assets recorded as a result of a business combination and determined to have an indefinite useful life are not amortized but are tested for impairment annually or upon the identification of a triggering event. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed periodically for impairment. The Company evaluates the possible impairment of goodwill annually as part of its reporting process for the fourth quarter of each fiscal year. Management identifies the Company’s reporting units for goodwill impairment testing purposes, which consist of Cayman Water, the bulk segment (which is comprised of CW-Bahamas and OC-Cayman), PERC, REC, and the manufacturing segment (i.e., Aerex), and determines the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company determines the fair value of each reporting unit and compares these fair values to the carrying amounts of the reporting units. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment loss is recorded. ​ For the year ended December 31, 2023, the Company elected to assess qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment testing that was conducted in prior years for its reporting units. The Company assessed the relevant events and circumstances to evaluate whether it is more likely than not that the fair values of such reporting units were less than their carrying values. The events and circumstances assessed for each reporting unit included macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, and other relevant events. Based upon this qualitative assessment, the Company determined that it is more likely than not that the fair values of its reporting units exceeded their carrying values as of December 31, 2023. ​ 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. 10 Table of Contents ​ 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, ​ 2024 2023 2024 2023 Retail revenue ​ $ 7,585,992 ​ $ 7,216,574 ​ $ 24,392,814 ​ $ 22,560,998 Bulk revenue ​ 8,767,168 ​ 8,488,615 ​ 25,557,220 ​ 25,975,483 Services revenue ​ 12,677,837 ​ 29,427,664 ​ 42,017,917 ​ 66,243,328 Manufacturing revenue ​ 4,359,560 ​ 4,721,222 ​ 13,591,154 ​ 12,180,519 Total revenue ​ $ 33,390,557 ​ $ 49,854,075 ​ $ 105,559,105 ​ $ 126,960,328 ​ Services revenue consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2024 2023 2024 2023 Construction revenue ​ $ 3,637,038 ​ $ 24,204,446 ​ $ 16,165,312 ​ $ 52,563,822 Operations and maintenance revenue ​ 7,492,121 ​ 5,021,081 ​ 21,660,396 ​ 12,750,902 Design and consulting revenue ​ 1,548,678 ​ 202,137 ​ 4,192,209 ​ 928,604 Total services revenue ​ $ 12,677,837 ​ $ 29,427,664 ​ $ 42,017,917 ​ $ 66,243,328 ​ Retail revenue The Company produces and supplies water to end-users, including residential, commercial and governmental customers in the Cayman Islands under an exclusive retail license issued to Cayman Water by the Cayman Islands government to provide water in two of the three most populated areas on Grand Cayman. Customers are billed on a monthly basis based on metered consumption and bills are typically collected within 30 to 45 days after the billing date. Receivables not collected within 45 days subject the customer to disconnection from water service. ​ The Company recognizes revenue from retail water sales at the 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, recognizing this revenue from the transfer of goods or services to customers at a point in time. Bulk revenue The Company produces and supplies water to government-owned utilities in the Cayman Islands and The Bahamas. OC-Cayman provides bulk water to the Water Authority-Cayman (“WAC”), a government-owned utility and regulatory agency, under three agreements. The WAC in turn distributes such water to properties in Grand Cayman outside of Cayman Water’s retail license area. The Company sells bulk water in The Bahamas through its majority-owned subsidiary, CW-Bahamas, under two agreements with the Water and Sewerage Corporation of The Bahamas (“WSC”), which distributes such water through its own pipeline system to residential, commercial and tourist properties on the island of New Providence. 11 Table of Contents The Company has elected the “right to invoice” practical expedient for revenue recognition on its bulk water sale contracts and recognizes revenue in the amount to which the Company has a right to invoice, recognizing this revenue from the transfer of goods or services to customers at a point in time. Services and Manufacturing revenue The Company designs, constructs, sells, operates and maintains, and provides consulting services related to water, wastewater and water reuse infrastructure through PERC. All of PERC's customers are companies or governmental entities located in the United States. Effective October 2023, PERC acquired REC, a company that provides operations and maintenance and consulting services to companies and governmental entities located in the state of Colorado. 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. The Company also generates operations and maintenance and consulting revenue from REC. 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 comprised of estimated total contract costs. Due to the extended time it may take to complete many of the Company’s contracts and the scope and nature of the work required to be performed on those contracts, the estimations of total revenue and costs at completion are complicated and subject to many variables and, accordingly, are subject to changes. When adjustments in estimated total contract revenue or estimated total contract costs are required, any changes from prior estimates are recognized in the current period for the inception-to-date effect of such changes. The Company recognizes the full amount of any estimated loss on a contract at the time the estimates indicate such a loss. Any contract assets are classified as current assets. Contract liabilities on uncompleted contracts, if any, are classified as current liabilities. The Company has elected the “right to invoice” practical expedient for revenue recognition on its operations and maintenance, design and consulting contracts and recognizes revenue in the amount to which the Company has a right to invoice, recognizing this revenue from the transfer of goods or services to customers at a point in time. ​ 12 Table of Contents For the three months ended September 30, 2024 and 2023, the Company recognized $ 4,246,506 and $ 24,219,737 , respectively, of its services revenue from the transfer of goods or services to customers over time. The remaining services revenue of $ 8,431,331 and $ 5,207,927 , respectively, was recognized from the transfer of goods or services to customers at a point in time. For the nine months ended September 30, 2024 and 2023, the Company recognized $ 17,631,774 and $ 52,648,271 , respectively, of its services revenue from the transfer of goods or services to customers over time. The remaining services revenue of $ 24,386,143 and $ 13,595,057 , respectively, was recognized from the transfer of goods or services to customers at a point in time. For the three and nine months ended September 30, 2024 and 2023, the Company recognized all of its manufacturing revenue from the transfer of goods or services to customers over time. Revenue recognized and amounts billed on contracts in progress are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ Revenue recognized to date on contracts in progress $ 121,305,155 ​ $ 108,952,682 ​ Amounts billed to date on contracts in progress ​ ( 127,710,070 ) ​ ( 101,724,459 ) ​ Retainage ​ ​ 2,344,556 ​ ​ 8,087,823 ​ Net contract asset /(liability) ​ $ ( 4,060,359 ) ​ $ 15,316,046 ​ ​ The above net balances are reflected in the accompanying condensed consolidated balance sheets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ Contract assets $ 1,958,361 $ 21,553,057 ​ Contract liabilities ​ ( 6,018,720 ) ​ ( 6,237,011 ) ​ Net contract asset /(liability) ​ $ ( 4,060,359 ) ​ $ 15,316,046 ​ ​ As of September 30, 2024, the Company had unsatisfied or partially unsatisfied performance obligations for contracts in progress representing approximately $ 154.6 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 $ 8.1 million during the remainder of the year ending December 31, 2024 and approximately $ 146.5 million thereafter . In addition, the Company recognized revenue of approximately $ 6.2 million in the nine months ended September 30, 2024, that was included in the contract liability balance as of December 31, 2023. 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 2023 have been reclassified to conform to the current period’s 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. 13 Table of Contents 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, 2024 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 7,585,992 ​ $ 8,767,168 ​ $ 12,677,837 ​ $ 4,359,560 $ 33,390,557 Cost of revenue ​ 3,606,944 ​ 5,969,292 ​ 9,409,325 ​ 2,770,338 ​ 21,755,899 Gross profit ​ 3,979,048 ​ 2,797,876 ​ 3,268,512 ​ 1,589,222 ​ 11,634,658 General and administrative expenses ​ 4,359,476 ​ 381,230 ​ 1,469,845 ​ 745,418 ​ 6,955,969 Gain on asset dispositions and impairments, net ​ 201,582 ​ — ​ — ​ — ​ 201,582 Income (loss) from operations ​ $ ( 178,846 ) ​ $ 2,416,646 ​ $ 1,798,667 ​ $ 843,804 ​ 4,880,271 Other income, net ​ ​ ​ ​ ​ ​ 724,040 Income before income taxes ​ ​ ​ ​ ​ 5,604,311 Provision for income taxes ​ ​ ​ ​ ​ 490,209 Net income from continuing operations ​ ​ ​ ​ ​ 5,114,102 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 156,784 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 4,957,318 Net loss from discontinued operations ​ ​ ​ ​ ​ ( 502,854 ) Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 4,454,464 ​ Depreciation and amortization expenses for the three months ended September 30, 2024 for the retail, bulk, services and manufacturing segments were $ 638,465 , $ 726,503 , $ 247,330 and $ 65,775 , respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 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 ​ 14 Table of Contents 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, 2024 ​ Retail Bulk Services Manufacturing Total Revenue ​ $ 24,392,814 ​ $ 25,557,220 ​ $ 42,017,917 ​ $ 13,591,154 $ 105,559,105 Cost of revenue ​ 10,828,421 ​ 17,632,010 ​ 30,536,801 ​ 9,428,978 ​ 68,426,210 Gross profit ​ 13,564,393 ​ 7,925,210 ​ 11,481,116 ​ 4,162,176 ​ 37,132,895 General and administrative expenses ​ 12,842,624 ​ 1,088,639 ​ 4,264,323 ​ 1,930,706 ​ 20,126,292 Gain on asset dispositions and impairments, net ​ 195,452 ​ — ​ 3,000 ​ — ​ 198,452 Income from operations ​ $ 917,221 ​ $ 6,836,571 ​ $ 7,219,793 ​ $ 2,231,470 ​ 17,205,055 Other income, net ​ ​ ​ ​ ​ ​ ​ 1,560,650 Income before income taxes ​ ​ ​ ​ ​ 18,765,705 Provision for income taxes ​ ​ ​ ​ ​ 2,175,838 Net income from continuing operations ​ ​ ​ ​ ​ 16,589,867 Income from continuing operations attributable to non-controlling interests ​ ​ ​ ​ ​ 448,724 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ 16,141,143 Net income from discontinued operations ​ ​ ​ ​ ​ 10,637,926 Net income attributable to Consolidated Water Co. Ltd. stockholders ​ ​ ​ ​ ​ $ 26,779,069 ​ Depreciation and amortization expenses for the nine months ended September 30, 2024 for the retail, bulk, services and manufacturing segments were $ 1,912,893 , $ 2,159,557 , $ 750,630 and $ 197,330 , 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 15 Table of Contents ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of September 30, 2024 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 2,720,278 ​ $ 25,258,343 ​ $ 7,015,961 ​ $ 2,205,039 ​ $ 37,199,621 Inventory, current and non-current ​ $ 3,271,606 ​ $ 4,847,304 ​ $ — ​ $ 990,481 ​ $ 9,109,391 Contract assets ​ $ — ​ $ — ​ $ 1,237,011 ​ $ 721,350 ​ $ 1,958,361 Property, plant and equipment, net ​ $ 31,863,964 ​ $ 18,769,485 ​ $ 954,095 ​ $ 1,615,674 ​ $ 53,203,218 Construction in progress ​ $ 1,889,549 ​ $ 709,326 ​ $ — ​ $ 200,260 ​ $ 2,799,135 Intangibles, net ​ $ — ​ $ — ​ $ 2,269,796 ​ $ 591,111 ​ $ 2,860,907 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 7,756,807 ​ $ 1,985,211 ​ $ 12,861,404 Total segment assets ​ $ 98,835,592 ​ $ 70,098,621 ​ $ 50,915,586 ​ $ 18,203,082 ​ $ 238,052,881 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 314,847 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 238,367,728 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2023 ​ Retail Bulk Services Manufacturing Total Accounts receivable, net ​ $ 3,425,948 ​ $ 26,965,126 ​ $ 6,802,780 ​ $ 1,033,037 ​ $ 38,226,891 Inventory, current and non-current ​ $ 3,041,460 ​ $ 4,858,324 ​ $ 55,272 ​ $ 3,135,357 ​ $ 11,090,413 Contract assets ​ $ — ​ $ — ​ $ 17,715,872 ​ $ 3,837,185 ​ $ 21,553,057 Property, plant and equipment, net ​ $ 32,809,487 ​ $ 20,370,056 ​ $ 1,143,884 ​ $ 1,559,094 ​ $ 55,882,521 Construction in progress ​ $ 380,436 ​ $ — ​ $ — ​ $ 115,035 ​ $ 495,471 Intangibles, net ​ $ — ​ $ — ​ $ 2,692,074 ​ $ 661,111 ​ $ 3,353,185 Goodwill ​ $ 1,170,511 ​ $ 1,948,875 ​ $ 7,756,807 ​ $ 1,985,211 ​ $ 12,861,404 Total segment assets ​ $ 58,774,647 ​ $ 63,956,725 ​ $ 58,476,773 ​ $ 15,888,642 ​ $ 197,096,787 Assets of discontinued operations ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 21,340,805 Total assets ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 218,437,592 ​ ​ 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. ​ 16 Table of Contents The following summarizes information related to the computation of basic and diluted EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ 2024 2023 2024 2023 Net income from continuing operations attributable to Consolidated Water Co. Ltd. stockholders ​ $ 4,957,318 ​ $ 8,838,123 ​ $ 16,141,143 ​ $ 20,442,384 Less: preferred stock dividends ​ ( 4,912 ) ​ ( 4,295 ) ​ ( 13,754 ) ​ ( 11,305 ) Net income from continuing operations available to common shares in the determination of basic earnings per common share ​ 4,952,406 ​ 8,833,828 ​ 16,127,389 ​ 20,431,079 Income (loss) from discontinued operations ​ ( 502,854 ) ​ ( 232,994 ) ​ 10,637,926 ​ ( 699,858 ) Net income available to common shares in the determination of basic earnings per common share ​ $ 4,449,552 ​ $ 8,600,834 ​ $ 26,765,315 ​ $ 19,731,221 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares in the determination of basic earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,833,715 ​ 15,742,854 ​ 15,830,599 ​ 15,734,234 Plus: ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of preferred shares outstanding during the period ​ 45,118 ​ 45,950 ​ 44,494 ​ 38,385 Potential dilutive effect of unexercised options and unvested stock grants ​ 110,768 ​ 139,800 ​ 110,926 ​ 137,106 Weighted average number of shares used for determining diluted earnings per common share attributable to Consolidated Water Co. Ltd. common stockholders ​ 15,989,601 ​ 15,928,604 ​ 15,986,019 ​ 15,909,725 ​ ​ 5. Discontinued operations - Mexico project development ​ In 2010, the Company began the pursuit, through its Netherlands subsidiary, CW-Cooperatief, and its Mexico subsidiary, NSC, of a project (the “Project”) that encompassed the construction, operation and minority ownership of a 100 million gallons per day seawater reverse osmosis desalination plant to be located in northern Baja California, Mexico and accompanying pipelines to deliver water to the Mexican potable water system. ​ Through a series of transactions that began in 2012, NSC purchased 20.1 hectares of land for approximately $ 21.1 million on which the proposed Project’s plant was to be constructed. ​ In November 2015, the State of Baja California (the “State”) officially commenced the public tender for the Project. A consortium (the “Consortium”) comprised of NSC and two other parties 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 incorporated a new company under the name 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. ​ 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 17 Table of Contents and the second phase was to be operational by January 2025. The APP Contract further required AdR to operate and maintain the plant and aqueduct for a period of 37 years starting from the commencement of operation of the first phase. At the end of the operating period, the plant and aqueduct would have been transferred to CEA. ​ On June 29, 2020, AdR received a letter (the “Letter”) from 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 comprised the “Project Works” (as defined in the APP Contract) for the purpose of acknowledging and paying the non-recoverable expenses made by AdR in connection with the Project, with such reimbursement to be calculated in accordance with the terms of the APP Contract. On August 28, 2020, AdR submitted their list of non-recoverable expenses, including those of NSC, to CEA and CESPT which was comprised of 51,144,525 United States dollars and an additional 137,333,114 Mexican pesos. ​ The Company believed CW-Cooperatief, as a Netherlands company, had certain rights relating to its investments in NSC and AdR under the Agreement on Promotion, Encouragement and Reciprocal Protection of Investments between the Kingdom of the Netherlands and the United Mexican States entered into force as of October 1, 1999 (the “Treaty”). On April 16, 2021, CW-Cooperatief submitted a letter to the President of Mexico and other Mexican federal government officials alleging that the State’s termination of the APP Contract constituted a breach by Mexico of its international obligations under the Treaty, entitling CW-Cooperatief to full reparation, including monetary damages. This letter invited Mexico to seek a resolution of this investment dispute through consultation and negotiation but stated that if the dispute cannot be resolved in this manner, CW-Cooperatief would refer the dispute to the International Centre for the Settlement of International Disputes for arbitration, as provided for in the Treaty. 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. ​ ​In February 2022, CW-Cooperatief, filed a Request for Arbitration with the International Centre for Settlement of International Disputes (“ICSID”) requesting that the United Mexican States pay CW-Cooperatief damages in excess of US$ 51 million plus MXN$ 137 million (with the exact amount to be quantified in the proceedings), plus fees, costs and pre- and post-award interest. ​ On May 29, 2024, the Company, through CW-Cooperatief; NSC, and AdR entered into a settlement agreement (the “Settlement Agreement”) with the State and Banco Nacional de Obras y Servicios Públicos, S.N.C., as trustee under the trust agreement for the trust named Fondo Nacional de Infraestructura (the “Trust”). Under the Settlement Agreement, CW-Cooperatief requested that ICSID discontinue the arbitration and on May 31, 2024, ICSID issued an order discontinuing the arbitration. Pursuant to the Settlement Agreement, the Trust purchased the 20.1 hectares of land on which the Project’s plant was to be constructed, including related rights of way (the “Land”), on an “as-is” basis, from NSC for MXN$ 596,144,000 . The sale of the Land to the Trust was closed on June 14, 2024 at which time the MXN$ 596,144,000 was paid to the Company and converted at the prevailing exchange rate on that date into US$ 31,959,685 . ​ In connection with the Settlement Agreement on June 14, 2024, the State also paid NSC MXN$ 20,000,000 to purchase certain documentation owned by NSC relating to the Project. ​ As a result of the Settlement Agreement: (i) the parties have been released from all obligations owed to each other in connection with the APP Contract and the arbitration; and (ii) no party to the Settlement Agreement may institute any legal proceedings against another party thereto with respect to the matters which have been addressed by the Settlement Agreement. ​ The Settlement Agreement and any matter arising out of or in connection with it are governed by the federal laws of Mexico. ​ 18 Table of Contents Summarized financial information for the discontinued Mexico project development operation is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ ​ December 31, ​ ​ ​ 2024 ​ ​ 2023 Cash $ 169,848 $ 91,283 Prepaid expenses and other current assets ​ ​ 144,999 ​ ​ 120,234 Land ​ — ​ 21,126,898 Other assets ​ — ​ 2,390 Total assets of discontinued operations ​ $ 314,847 ​ $ 21,340,805 ​ ​ ​ Total liabilities of discontinued operations ​ $ 451,839 ​ $ 364,665 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, ​ Nine Months Ended September 30, ​ 2024 2023 ​ 2024 2023 Revenue $ — $ — $ — $ — Loss from discontinued operations ​ $ ( 502,854 ) ​ $ ( 232,994 ) ​ $ ( 1,496,840 ) ​ $ ( 699,858 ) Gain on sale of land and project documentation ​ $ — ​ $ — ​ $ 12,134,766 ​ $ — Depreciation expense ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ 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. Effective May 1, 2024, the Company entered into a new office lease for the existing office located in Grand Cayman, Cayman Islands under similar terms compared to the prior lease. This new lease has a term of five years from the commencement date with an option for an additional five-year term. All lease assets denominated in a foreign currency are measured using the exchange rate at the commencement of the lease. All lease liabilities denominated in a foreign currency are remeasured using the exchange rate as of the condensed consolidated balance sheet date. 19 Table of Contents 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, ​ ​ 2024 ​ 2023 ASSETS ​ ​ ​ Current ​ ​ ​ Prepaid expenses and other current assets ​ $ 55,502 ​ $ 110,541 Noncurrent ​ ​ ​ ​ Operating lease right-of-use assets ​ 3,328,936 ​ 2,135,446 Total lease right-of-use assets ​ $ 3,384,438 ​ $ 2,245,987 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ Current ​ ​ ​ Current maturities of operating leases ​ $ 633,971 ​ $ 456,865 Noncurrent ​ ​ ​ ​ Noncurrent operating leases ​ ​ 2,784,742 ​ ​ 1,827,302 Total lease liabilities ​ $ 3,418,713 ​ $ 2,284,167 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ Operating leases ​ 5.2 years ​ 6.1 years ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ Operating leases ​ 6.56 % ​ 5.67 % ​ The components of lease costs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended September 30, Nine Months Ended September 30, ​ ​ 2024 ​ 2023 ​ 2024 ​ 2023 Operating lease costs ​ $ 213,090 ​ $ 181,201 ​ $ 633,692 ​ $ 544,530 Short-term lease costs ​ 153,227 ​ ​ 78,189 ​ 270,351 ​ ​ 128,992 Lease costs - discontinued operations ​ ​ 5,222 ​ ​ 14,942 ​ ​ 29,364 ​ ​ 34,371 Total lease costs ​ $ 371,539 ​ $ 274,332 ​ $ 933,407 ​ $ 707,893 ​ Supplemental cash flow information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended September 30, ​ ​ 2024 ​ 2023 Cash paid for amounts included in measurement of liabilities: ​ ​ ​ ​ Operating cash outflows for operating leases ​ $ 699,497 ​ $ 589,354 Operating cash outflows for operating leases - discontinued operations ​ ​ — ​ ​ 8,405 ​ 20 Table of Contents Future lease payments relating to the Company’s operating lease liabilities from continuing operations as of September 30, 2024 were as follows: ​ ​ ​ ​ ​ Years ending December 31, Total 2024 ​ $ 209,949 2025 ​ 836,548 2026 ​ 763,783 2027 ​ 732,904 2028 ​ ​ 749,143 Thereafter ​ 978,023 Total future lease payments ​ 4,270,350 Less: imputed interest ​ ( 851,637 ) Total lease obligations ​ 3,418,713 Less: current obligations ​ ( 633,971 ) Noncurrent lease obligations ​ $ 2,784,742 ​ ​ 7. Fair value As of September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company does not have assets and liabilities measured at fair value to present in the fair value hierarchy. ​ ​ 21 Table of Contents 8 . Commitments and contingencies Cayman Water ​ The Company sells water through its Cayman Water retail operations under a license issued in July 1990 by the Cayman Islands government (the “1990 license”) that granted Cayman Water the exclusive right to provide potable water to customers within its licensed service area. Although the 1990 license has not been 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, 2024 and 2023, the Company generated approximately 23 % and 14 %, respectively, of its consolidated revenue and 34 % and 23 %, respectively, of its consolidated gross profit from the retail water operations conducted under the 1990 license. For the nine months ended September 30, 2024 and 2023, the Company generated approximately 23 % and 18 %, respectively, of its consolidated revenue and 36 % and 29 %, 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 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 $ 25.1 million and $ 26.9 million as of September 30, 2024 and December 31, 2023, respectively. Approximately 77 % and 80 % of the accounts receivable balances were delinquent as of those dates, respectively. ​ From time to time (including presently), CW-Bahamas has experienced delays in collecting its accounts receivable from the WSC. When these delays occur, the Company holds discussions and meetings with representatives of the WSC and The 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 not provided a material allowance for credit losses for its accounts receivable from the WSC as of September 30, 2024. 22 Table of Contents ​ CW-Bahamas held discussions with the WSC in March 2024 and with representatives of The Bahamas Government in April 2024 during which CW-Bahamas was informed that the Government intends to substantially reduce CW-Bahamas’ accounts receivable from the WSC before the end of 2024. ​ In a report dated October 6, 2022, Moody’s Investor Services (“Moody’s”) downgraded The Bahamas’ long-term issuer and senior unsecured ratings to B1 from Ba3. Moody’s also lowered The Bahamas’ local currency ceiling to Baa3 from Baa2 and its foreign currency ceiling to Ba1 from Baa3. Moody’s has maintained these ratings through the date of its most current report issued in October 2024. ​ If CW-Bahamas is unable to collect a sufficient portion of its delinquent accounts receivable, one or more of the following events may occur: (i) CW-Bahamas may not have sufficient liquidity to meet its obligations; (ii) the Company may be required to cease the recognition of revenue on CW-Bahamas’ water supply agreements with the WSC; and (iii) the Company may be required to provide an additional allowance for credit losses for CW-Bahamas’ accounts receivable. Any of these events could have a material adverse impact on the Company’s consolidated financial condition, results of operations, and cash flows. ​ CW-Bahamas Performance Guarantees The contracts to supply water to the WSC from the Blue Hills and Windsor plants require CW-Bahamas to guarantee delivery of a minimum quantity of water per week. If the WSC requires the water and CW-Bahamas does not meet this minimum, CW-Bahamas is required to pay the WSC for the difference between the minimum and actual gallons delivered at a per gallon rate equal to the price per gallon that the WSC is currently paying CW-Bahamas under the contract. The Blue Hills contract expires in 2032 and requires CW-Bahamas to deliver 63.0 million gallons of water each week. The Windsor contract expires in 2033 and requires CW-Bahamas to deliver 16.8 million gallons of water each week. CW-Bahamas has been in compliance with the performance guarantees under these contracts for all periods since the inception of the contracts. ​ ​ 9. Impact of recent accounting standards Adoption of new accounting standards: None. Effect of newly issued but not yet effective accounting standards: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this guidance. ​ 23 Table of Contents 10. Subsequent events The Company evaluated subsequent events through the time of the filing of this report on Form 10-Q. The Company is not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on its condensed consolidated financial statements. ​ 24 Table of Contents